PBF Energy (PBF) CEO exercises 167K options, 150K shares for taxes

Rhea-AI Filing Summary

PBF Energy CEO & President Matthew C. Lucey exercised stock options and had shares withheld for taxes. On March 26, he exercised options for 167,298 shares of Class A Common Stock at an exercise price of $40.65 per share from a fully vested 2018 grant.

Following the exercise, 150,295 shares were disposed of to cover tax obligations at $51.33 per share, a non-market tax-withholding transaction. After these transactions, he directly holds 495,771 shares of PBF Energy Class A Common Stock, indicating a substantial remaining ownership position.

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

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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^*

Lucey Matthew C.

(Last) (First) (Middle)

ONE 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
X	Officer (give title below)		Other (specify below)
	CEO & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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	03/26/2026		M		167,298	A	$40.65	646,066	D
Class A Common Stock	03/26/2026		F		150,295	D	$51.33	495,771	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
Employee Stock Option (right to buy)	$40.65	03/26/2026		M			167,298	(1)	10/30/2028	Class A Common Stock	167,298	$0	0	D

Explanation of Responses:

1. Represents options to purchase Class A Common Stock that were granted on October 30, 2018 that are fully vested.

	/s/ Matthew C. Lucey by Trecia Canty as Attorney-in-Fact	03/27/2026
	** 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)

FAQ

What did PBF (PBF) CEO Matthew C. Lucey report in this Form 4?

Matthew C. Lucey reported exercising stock options and a related tax-withholding disposition. He exercised options for 167,298 Class A shares at $40.65 each, then 150,295 shares were withheld at $51.33 to cover tax obligations, leaving him with 495,771 directly held shares.

How many PBF Energy shares did the CEO acquire through option exercise?

He acquired 167,298 shares of Class A Common Stock through option exercise. These shares came from employee stock options granted on October 30, 2018, which were fully vested. The options had an exercise price of $40.65 per share and an October 30, 2028 expiration date before exercise.

What is the nature of the 150,295 PBF shares disposed of in this filing?

The 150,295 shares were disposed of to satisfy tax obligations related to the option exercise. This transaction, coded “F,” reflects payment of the exercise price or tax liability by delivering securities and is not an open-market sale, but a tax-withholding mechanism by the issuer.

What is Matthew C. Lucey’s PBF Energy shareholding after these transactions?

After the reported transactions, he directly holds 495,771 shares of PBF Energy Class A Common Stock. This figure reflects his position following the option exercise of 167,298 shares and the tax-withholding disposition of 150,295 shares on March 26, as disclosed in the filing data.

What were the key prices involved in the PBF CEO’s Form 4 transactions?

The options were exercised at an exercise price of $40.65 per share. For the tax-withholding disposition, the 150,295 shares of Class A Common Stock were valued at $51.33 per share, reflecting the price used to cover the related tax liability in the reported transaction.

Were the exercised PBF Energy options fully vested before the transaction?

Yes, the exercised options were fully vested prior to the transaction. They were options to purchase Class A Common Stock granted on October 30, 2018, and the footnote specifies that this grant was fully vested at the time of the March 26 option exercise disclosed here.