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 in 2025
Every material Form 8-K PBF Energy filed with the SEC in 2025, 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every PBF Energy filing is on SEC EDGAR ↗. 8-K briefs of other companies →