NYSEEnergyOil & Gas Refining & MarketingS&P MidCap 400
$67.27
-1.10 (-1.61%)
Close of Nov 06, 2026 · end-of-day data
PBF 8-K filings, explained
Every material Form 8-K PBF Energy has filed with the SEC since December 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
PBF Energy's Compensation Committee approved 2026 long-term incentive awards effective October 27, 2026, for CEO Matthew C. Lucey and three other senior officers. The awards are split between restricted stock, performance share units and cash performance units, with payouts tied to TSR over 2027 through 2029, so they link executive pay to future shareholder returns.
CEO Matthew C. Lucey received a 2026 long-term incentive award of $8,484,700.
Joseph Marino, T. Paul Davis and Trecia Canty each received awards of $2,500,000.
Awards are 40% restricted stock, 30% performance share units and 30% performance units with a $1.00 target value.
Performance awards vest December 31, 2029, and can pay from zero to 200 percent of target based on TSR.
PBF Energy reported third-quarter 2026 income from operations of $2,100.9 million, up from $285.9 million a year earlier, and net income attributable to PBF Energy of $1,529.3 million, or $12.54 per diluted share, compared with $1.45 a year earlier. The company also raised its quarterly dividend 18% to $0.325 per share, and it kept its 2026 capital spending guidance of $825 million to $875 million unchanged.
Third-quarter revenues were $12.1 billion, up from $7.7 billion a year earlier.
Adjusted fully-converted EPS excluding special items was $12.78, compared with a loss of $0.52 per share in the third quarter of 2025.
Quarterly dividend of $0.325 per share is payable November 24, 2026, to holders of record on November 12, 2026.
Quarter-end cash was $2.5 billion and total debt was $2.1 billion, leaving $426 million of net cash.
PBF Holding Company, a subsidiary of PBF Energy, entered into an amended and restated asset-based revolving credit agreement on September 30, 2026, with Bank of America as administrative agent. The facility replaces the existing agreement dated August 23, 2023, and offers a maximum commitment of $4.0 billion. The filing says the new facility carries reduced commitment fees on unused amounts, while interest rates and letter of credit fees are generally consistent with the prior agreement.
Maximum commitment of $4.0 billion under the 2026 Revolving Loan
Maturity date of September 30, 2031
Reduced commitment fees on the unused portion compared with the Existing Credit Agreement
Interest rates and letter of credit fees generally consistent with the prior agreement
PBF Holding Company LLC, a subsidiary of PBF Energy Inc., issued $550.0 million of 0% Exchangeable Senior Notes due 2032 in a private placement under Rule 144A, including $50 million from the initial purchasers' option. The Issuers expect net proceeds of approximately $533.6 million, to be used for capped call transactions, redeeming the 7.875% senior notes due 2030, and general corporate purposes, and the notes can be exchanged into PBF Energy Class A common stock at an initial exchange price of about $96.80 per share.
Principal amount: $550.0 million, maturing January 15, 2032; the notes do not bear regular interest
Estimated net proceeds: approximately $533.6 million after discounts and estimated offering expenses
Proceeds fund capped call costs, full redemption of the 7.875% senior notes due 2030, and general corporate purposes
PBF Energy agreed to file a shelf or resale registration statement covering shares issuable on exchange by December 31, 2026
PBF Energy reported second quarter 2026 income from operations of $1,272.1 million, compared with $43.0 million a year earlier, and net income attributable to PBF Energy Inc. of $906.4 million, or $7.54 per diluted share. Results include a $250.0 million gain on insurance recoveries tied to the Martinez refinery fire; excluding special items, operating income was $1,054.0 million. The company also declared a $0.275 quarterly dividend and reduced its 2026 capital expenditure guidance to $825-$875 million, excluding Martinez rebuild capital.
Revenues were $11,678.3 million in Q2 2026, up from $7,475.3 million in Q2 2025.
Diluted earnings were $7.54 per share, compared with a loss of $(0.05) per share a year earlier; excluding special items, adjusted fully-converted EPS was $6.22.
Quarterly dividend of $0.275 per share is payable August 28, 2026, to holders of record on August 14, 2026.
2026 capital expenditure guidance was lowered to $825-$875 million, excluding Martinez rebuild capital.
PBF Energy's subsidiary PBF Holding issued $500.0 million of 7.250% senior unsecured notes due June 1, 2034, netting about $492.7 million after discounts and expenses. The company plans to use the proceeds and available cash to fully redeem its outstanding 6.00% senior notes due 2028, which refinances existing debt and adds $500.0 million of new long-term borrowing.
Notes: $500.0 million principal, 7.250%, due June 1, 2034; interest paid semi-annually from December 1, 2026
Net proceeds of approximately $492.7 million after initial purchasers' discount and offering expenses
Proceeds and available cash to fund full redemption of 6.00% senior unsecured notes due 2028
Indenture includes limits on additional debt, dividends and share repurchases, asset sales and affiliate transactions
PBF Energy reported first quarter 2026 net income attributable to shareholders of $198.3 million, or $1.65 per diluted share, compared with a net loss of $401.8 million, or $(3.53) per share, a year earlier. Non-cash special items, including inventory adjustments and insurance gains, added a net after-tax $302.0 million, and excluding them the company still reported an adjusted loss of $102.4 million, or $(0.88) per share, which was smaller than the prior-year loss. The company also declared a $0.275 quarterly dividend and said the Martinez refinery is expected to reach full planned rates in early May.
Revenues were $7,904.3 million in the first quarter of 2026, up from $7,066.4 million a year earlier.
Income from operations was $299.6 million, compared with a loss of $511.2 million in the first quarter of 2025; excluding special items, the loss was $108.4 million.
Quarterly dividend of $0.275 per share is payable May 29, 2026, to holders of record on May 14, 2026.
Second-quarter 2026 throughput guidance is 850,000 to 910,000 barrels per day, and Martinez is expected to reach full planned rates in early May.
PBF Energy reported fourth-quarter 2025 net income attributable to shareholders of $78.4 million, or $0.66 per diluted share, compared with a loss of $289.3 million, or $(2.54) per share, a year earlier. Results were helped by a $393.5 million gain on insurance recoveries tied to the February 2025 Martinez refinery fire, while fourth-quarter revenue fell to $7.14 billion from $7.35 billion. The company also declared a $0.275 quarterly dividend.
Q4 2025 income from operations of $128.0 million, vs. a loss of $383.2 million in Q4 2024; excluding special items, $99.4 million
Q4 insurance recoveries gain of $393.5 million; full-year 2025 loss from operations of $54.3 million vs. $699.0 million loss in 2024
Full-year 2025 revenues of $29.33 billion, down from $33.12 billion in 2024
Quarterly dividend of $0.275 per share payable March 11, 2026, to holders of record February 25, 2026
PBF Energy reported third quarter 2025 income from operations of $285.9 million and diluted earnings of $1.45 per share, compared with an operating loss of $386.3 million and a loss of $2.49 per share a year earlier. Revenue fell to $7,651.1 million from $8,382.3 million, and the reported profit was driven largely by $250.0 million of insurance recovery gains tied to the Martinez refinery fire. The company also declared a $0.275 per share quarterly dividend.
Q3 2025 revenue was $7,651.1 million, down from $8,382.3 million in Q3 2024.
Excluding special items, Q3 2025 adjusted fully-converted net loss was $60.3 million, or $(0.52) per share, versus $(1.50) per share a year earlier.
Special items increased Q3 2025 net income by a net after-tax benefit of $231.6 million, or $1.97 per share.
The Martinez refinery is expected to be restored to full operations by year-end 2025, and the $0.275 dividend is payable November 26, 2025, to holders of record on November 14, 2025.
PBF Energy's Compensation Committee approved long-term incentive awards for its named executive officers on October 21, 2025, with grants scheduled for October 28, 2025. The awards include restricted stock, performance share units and cash performance units tied to relative TSR over 2026 to 2028, and they are routine compensation arrangements rather than a change in leadership.
Grant Date is October 28, 2025, under the 2025 Equity Incentive Plan.
CEO Matthew C. Lucey's grants total $2,306,800 in restricted stock, $1,730,100 in performance share units and $1,730,100 in performance units.
Other named executive officers, including CFO Joseph Marino, each received $994,961 in restricted stock, $746,221 in performance share units and $746,221 in performance units.
Performance awards vest December 31, 2028, and can pay from zero to 200 percent of target based on relative TSR.
PBF Energy said CFO Karen B. Davis will retire on September 30, 2025, and Treasurer Joseph Marino will become Senior Vice President and Chief Financial Officer on October 1, 2025. Steven Andriola, currently Controller, will also become Chief Accounting Officer on that date, and Davis will rejoin the Board as a non-independent director. The filing says Davis's retirement is not the result of any disagreement with the company or its board.
Joseph Marino, age 46, becomes CFO effective October 1, 2025, with an annual salary of $500,000 under his employment agreement.
Karen B. Davis retires as SVP, CFO and Chief Accounting Officer effective close of business September 30, 2025, and is appointed a director effective October 1, 2025.
Steven Andriola, currently Controller, becomes Chief Accounting Officer effective October 1, 2025, with an annual salary of $325,000.
PBF Energy reported second-quarter 2025 income from operations of $43.0 million, compared with a loss of $74.6 million a year earlier, and a net loss of $5.4 million, or $(0.05) per share. Excluding special items, the operating loss widened to $110.0 million from $72.5 million, and revenue fell to $7,475.3 million from $8,736.1 million, so the headline results are mixed for shareholders. The company also declared a $0.275 per share dividend and said Martinez refinery operations are only partly restored after the February 1, 2025 fire.
Q2 2025 income from operations $43.0 million vs. loss of $74.6 million in Q2 2024; excluding special items, loss of $110.0 million vs. $72.5 million
Q2 net loss $5.4 million, or $(0.05) per share, vs. net loss of $66.0 million, or $(0.56) per share, a year earlier; special items added $113.2 million after tax
Quarterly dividend of $0.275 per share payable August 28, 2025, to holders of record on August 14, 2025
Full-year 2025 capital expenditures expected at $750 to $775 million; interest expense $165 to $185 million; Martinez restart of remaining units planned by year-end 2025
PBF Energy reported a first-quarter 2025 net loss attributable to the company of $401.8 million, or $(3.53) per share, compared with net income of $106.6 million, or $0.86 per share, a year earlier. The loss followed a February 1, 2025 fire at the Martinez refinery, and revenue fell to $7,066.4 million from $8,645.6 million, so headline results moved sharply lower for shareholders.
Loss from operations was $511.2 million, versus income of $145.1 million in the first quarter of 2024.
Revenue was $7,066.4 million, down from $8,645.6 million a year earlier.
The company received notice that insurers agreed to pay a net $250 million unallocated first installment of Martinez insurance proceeds.
The company declared a quarterly dividend of $0.275 per share, payable May 29, 2025, and agreed to sell two terminal facilities for $175 million.
PBF Holding Company issued $800.0 million of 9.875% Senior Notes due 2030 at an issue price of 98.563%, with net proceeds of approximately $777.5 million. The company plans to use the proceeds to repay borrowings under its asset-based revolving credit facility and for general corporate purposes. The notes add debt at a high interest rate, which shareholders should weigh against the company's existing obligations.
Principal amount: $800.0 million; issue price 98.563% of par
Net proceeds of approximately $777.5 million after initial purchasers' discount and offering expenses
Interest paid semi-annually on March 15 and September 15, starting September 15, 2025; matures March 15, 2030
Proceeds to repay revolving credit facility borrowings and for general corporate purposes
PBF Energy disclosed that Executive Chairman Thomas J. Nimbley will cease employment on June 30, 2025, and become non-executive Chairman of the Board effective July 1, 2025, subject to his re-election as a director at the 2025 Annual Meeting. The filing gives no financial results, and the change is a transition of an executive role rather than a change in CEO, which Matthew Lucey holds.
Nimbley's employment agreement terminates on June 30, 2025, after a Non-Renewal Notice was provided March 10, 2025
Nimbley will serve as non-executive Chairman from July 1, 2025, subject to re-election at the 2025 Annual Meeting of Stockholders
From July 1, 2025, he will receive the same compensation as other non-management directors
PBF Energy reported a fourth-quarter 2024 net loss attributable to the company of $289.3 million, or $(2.54) per share, compared with a $48.4 million loss, or $(0.40) per share, a year earlier. Revenue fell to $7.35 billion from $9.14 billion, and the company said a February 1, 2025 fire at its Martinez refinery led to a temporary shutdown, with repair costs and shutdown length not yet estimable and guidance excluding Martinez after January 31, 2025.
Q4 2024 loss from operations was $383.2 million, versus a $47.2 million loss in Q4 2023
Q4 2024 revenues were $7,351.3 million, down from $9,138.7 million a year earlier
Quarterly dividend of $0.275 per share is payable March 14, 2025 to holders of record on February 27, 2025
Full-year 2024 loss from operations was $699.0 million, versus income of $2,951.5 million in 2023
PBF Energy's Compensation Committee approved long-term incentive grants to its named executive officers, with the grants dated December 16, 2024. The awards mix restricted stock, performance share units and cash performance units, all tied to relative TSR over 2025 to 2027, and they show how pay is linked to shareholder returns.
Chief Executive Officer Matthew C. Lucey receives $2,334,497 in restricted stock, plus $1,750,873 each in performance share units and performance units.
Executive Chairman Thomas J. Nimbley receives $1,850,000 in restricted stock only.
Performance awards range from zero to 200 percent of target based on TSR rankings for January 1, 2025 through December 31, 2027, and vest December 31, 2027.
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