PBF director gets 4,231 restricted shares, tax shares withheld

PBF Energy Inc. director Lawrence Michael Ziemba reported routine equity compensation adjustments involving Class A Common Stock.

Rhea-AI Filing Summary

PBF Energy Inc. director Lawrence Michael Ziemba reported routine equity compensation adjustments involving Class A Common Stock. He received a grant of 4,231 restricted shares at $0.00 per share under the PBF Energy Inc. 2025 Equity Incentive Plan and had 931 shares withheld at $41.37 per share to cover tax obligations. Following these transactions, he directly holds 21,016 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ziemba Lawrence Michael

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,231	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	931	$41.37	$39K

Holdings After Transaction: Class A Common Stock — 21,016 shares (Direct)

Footnotes (1)

1. F1. Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

Key Figures

Tax-withholding shares: 931 shares Tax-withholding price: $41.37 per share Restricted stock grant: 4,231 shares +2 more

5 metrics

Tax-withholding shares 931 shares Class A Common Stock disposed for tax withholding

Tax-withholding price $41.37 per share Value used for 931-share tax-withholding disposition

Restricted stock grant 4,231 shares Restricted Class A Common Stock awarded at $0.00

Grant price $0.00 per share Price for restricted stock issued under 2025 Equity Incentive Plan

Post-transaction holdings 21,947 shares Direct Class A Common Stock held after transactions

Key Terms

restricted stock, PBF Energy Inc. 2025 Equity Incentive Plan, tax-withholding disposition, grant/award acquisition, +1 more

5 terms

restricted stock financial

"Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

PBF Energy Inc. 2025 Equity Incentive Plan financial

"issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did PBF (PBF Energy Inc.) director Lawrence Michael Ziemba report?

Director Lawrence Michael Ziemba reported two Class A Common Stock transactions: a tax-withholding disposition of 931 shares and a grant of 4,231 restricted shares. These events reflect routine equity compensation activity rather than open-market buying or selling of PBF Energy stock.

Did the PBF director buy or sell PBF Energy (PBF) shares on the open market?

No open-market trades were reported. The filing shows a tax-withholding disposition of 931 shares at $41.37 per share and a grant of 4,231 restricted shares at $0.00, both related to equity compensation rather than discretionary market purchases or sales.

How many PBF Energy (PBF) shares does Lawrence Michael Ziemba hold after these transactions?

After the reported transactions, Lawrence Michael Ziemba directly holds 21,947 shares of PBF Energy Inc. Class A Common Stock. This total reflects the new grant of restricted stock and the shares withheld to satisfy tax obligations tied to his equity compensation.

What was the size and nature of the restricted stock grant to the PBF director?

Ziemba received a grant of 4,231 shares of restricted Class A Common Stock at $0.00 per share. The filing states this restricted stock was issued under the PBF Energy Inc. 2025 Equity Incentive Plan, indicating it is a compensation award subject to plan terms and potential vesting conditions.

Why were 931 PBF Energy (PBF) shares disposed of in this Form 4 filing?

The 931 shares were disposed of at $41.37 per share as a tax-withholding disposition. According to the transaction code description, this represents payment of an exercise price or tax liability by delivering securities, a common mechanism for covering taxes on equity compensation awards.

What is the role of the PBF Energy 2025 Equity Incentive Plan in these transactions?

The 4,231-share restricted stock grant was issued under the PBF Energy Inc. 2025 Equity Incentive Plan. This plan governs equity-based compensation awards to eligible participants, such as directors, and sets the framework for grants, vesting conditions, and related tax-withholding arrangements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 01:53 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ziemba Lawrence Michael

(Last) (First) (Middle)

1 SYLVAN WAY

SECOND FLOOR

(Street)

PARSIPPANY NEW JERSEY 07054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PBF Energy Inc. [ PBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/28/2026		A(1)		4,231	A	$0	21,947	D
Class A Common Stock	04/28/2026		F		931	D	$41.37	21,016	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan, as amended.

	/s/ Lawrence M. Ziemba by Trecia Canty as Attorney-in-Fact	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)