Form 8-K

8-K — PBF Energy Inc.

Accession: 0001534504-26-000039

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001534504

SIC: 2911 (PETROLEUM REFINING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — pbf-20261029.htm (Primary)

EX-99.1 (a991pressreleaseq3-26.htm)

GRAPHIC (pbf-r_blua.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: pbf-20261029.htm · Sequence: 1

pbf-20261029

0001534504FALSE000156601100015345042026-10-292026-10-290001534504pbf:PBFHoldingMember2026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 29, 2026

PBF ENERGY INC.

PBF HOLDING COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-35764 45-3763855

Delaware 333-186007 27-2198168

(State or other jurisdiction

of incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification Number)

_____________________________________________

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of The Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $.001 PBF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 - Results of Operations and Financial Condition.

On October 29, 2026, PBF Energy Inc. (the “Company”) issued a press release announcing the Company's financial and operating results for the third quarter ended September 30, 2026, which include the operating results of its consolidated indirect subsidiary, PBF Holding Company LLC. A copy of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report is being “furnished” pursuant to Item 2.02 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Accordingly, the information in Item 2.02 of this Current Report, including the press release (Exhibit 99.1), will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release announcing third quarter results, dated October 29, 2026.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: October 29, 2026 PBF Energy Inc.

(Registrant)

By: /s/ Joseph Marino

Name: Joseph Marino

Title: Senior Vice President, Chief Financial

Officer

Date: October 29, 2026 PBF Holding Company LLC

(Registrant)

By: /s/ Joseph Marino

Name: Joseph Marino

Title: Senior Vice President, Chief Financial

Officer

EX-99.1

Filename: a991pressreleaseq3-26.htm · Sequence: 2

Document

PBF Energy Announces Third Quarter 2026 Results, Declares Dividend of $0.325 per Share

•Third quarter income from operations of $2,100.9 million (excluding special items, third quarter income from operations of $2,111.9 million)

•Third quarter ending cash of $2.5 billion, total debt of $2.1 billion, resulted in net debt reduction of 150% as compared to the second quarter of 2026

•Increases quarterly dividend by 18% to $0.325 per share

PARSIPPANY, NJ - October 29, 2026 - PBF Energy Inc. (NYSE:PBF) today reported third quarter 2026 income from operations of $2,100.9 million as compared to income from operations of $285.9 million for the third quarter of 2025. Excluding special items, third quarter 2026 income from operations was $2,111.9 million as compared to loss from operations of $27.1 million for the third quarter of 2025.

The company reported third quarter 2026 net income of $1,543.3 million and net income attributable to PBF Energy Inc. of $1,529.3 million or $12.54 per share. This compares to net income of $171.7 million and net income attributable to PBF Energy Inc. of $170.1 million or $1.45 per share for the third quarter 2025. Non-cash special items included in the third quarter 2026 results, which decreased net income by a net, after-tax charge of $28.9 million, or $0.24 per share, primarily consisted of a loss on extinguishment of debt related to the redemption of the 2030 7.875% Senior Notes and the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, as well as costs related to PBF's Refinery Business Improvement initiative ("RBI"). Adjusted fully-converted net income for the third quarter 2026, excluding special items, was $1,568.6 million, or $12.78 per share on a fully-exchanged, fully-diluted basis, as described below, compared to adjusted fully-converted net loss, excluding special items, of $60.3 million or $(0.52) per share, for the third quarter 2025.

Matt Lucey, PBF's President and CEO, said, “The current environment provides PBF with an opportunity to further improve our through-the-cycle performance and enhance long-term value. By investing in our assets, strengthening the balance sheet and maintaining a disciplined approach to capital allocation, we are positioning PBF for success across market cycles. During the third quarter, while refining fundamentals remained exceptionally strong, we continued to execute on these priorities, including further reducing net debt by more than $1.2 billion.”

Mr. Lucey concluded, “Our focus remains on operating safely, reliably and in an environmentally responsible manner. With our complex, strategically located coastal refining system, PBF is well positioned to capture opportunities across market cycles, supply critical products to our markets and generate significant long-term value for our investors.”

PBF Energy Inc. Declares Dividend

The company announced today that it will pay a quarterly dividend of $0.325 per share of Class A common stock on November 24, 2026, to shareholders of record at the close of business on November 12, 2026.

Martinez Refinery Update

The Martinez refinery returned to full operations in May 2026. As previously disclosed, the company expects the fire-related cost of restoring the refinery to full operational status will largely be covered by insurance, subject to the company’s deductible and retentions totaling $30 million. Further, beyond the initial 60-day waiting period, the company expects that its business interruption insurance will significantly offset the financial loss resulting from the downtime. This coverage commenced on April 3, 2025. PBF's insurers have paid, on an unallocated basis, insurance proceeds totaling $1.25 billion to date related to this claim. The timing and amount of any agreed future payments will be dependent on the quantum of actual, covered expenditures and calculated losses. Working with our insurance group, PBF expects to finalize the claim process before year-end 2026.

PBF Guidance Update and Outlook

We are committed to running all of our assets in a safe, reliable and environmentally responsible manner, and continuing to progress our RBI program, which is focused on improving reliability and efficiency across our system. In 2025, the RBI program generated in excess of $230 million of run-rate cost improvements and that total is expected to grow to more than $350 million of run-rate cost improvements by year-end 2026. The RBI program is an ongoing, sustained initiative that continues to gain momentum in improving PBF's cost structure and we expect to continue this effort beyond our current goals. Concurrent with the goal of improving system-wide reliability and efficiency, we expect to realize these benefits of the RBI program in our refinery operating expenses and our capital and turnaround programs.

During the third quarter, PBF reduced net debt by approximately 150% by continuing to invest in its balance sheet. PBF issued $550 million of 0% Exchangeable Notes due 2032 (the "2032 Exchangeable Notes") and used the proceeds and cash on hand to fully redeem the $500 million of 7.875% Senior Unsecured Notes due 2030. At quarter-end, we had approximately $2.5 billion of cash, approximately $2.1 billion of total debt, and $426 million of net cash.

Subsequent to the end of the third quarter, PBF called and fully repaid the balance of the $800 million 9.875% Senior Unsecured Notes due 2030, using cash on hand. With this redemption, along with the capital transactions earlier this year, PBF has significantly reduced our cost of capital and cash interest expense.

PBF's initial turnaround planning guidance for 2026 included five major turnarounds across our system. We completed the Torrance turnaround in the first quarter, and, after careful evaluation and safety inspections, we elected to move the scheduled Martinez second quarter hydrocracker complex turnaround to the end of the third quarter. Additionally, after further diligent review, we elected to move the planned fourth quarter turnarounds at both Chalmette and Toledo to 2027. The scheduled turnarounds at both Martinez and Paulsboro commenced in September and were completed in October. As a result of the changes to our initial plan, our guidance for 2026 capital expenditures remains $825-$875 million for the year, excluding capital related to the Martinez rebuild. Importantly, included in our 2026 capital spending guidance is funding for advance purchases of materials for the 2026 turnarounds rescheduled in 2027.

Timing of planned maintenance and throughput ranges provided reflect current expectations and are subject to change based on market conditions and other factors. Current throughput expectations are included in the table below.

Expected throughput ranges (barrels per day)

Fourth Quarter 2026

Low High

East Coast 300,000 320,000

Mid-continent 155,000 165,000

Gulf Coast 180,000 190,000

West Coast 290,000 310,000

Total 925,000 985,000

Guidance provided constitutes forward-looking information and is based on current PBF Energy operating plans, company assumptions, and company configuration. Year-to-date actual throughput and quarterly guidance should be used to adjust full-year expectations. All figures and timelines are subject to change based on a variety of factors, including market and macroeconomic factors, as well as company strategic decision-making and overall company performance.

Renewable Diesel

St. Bernard Renewables LLC ("SBR") averaged approximately 19,156 barrels per day of renewable diesel production in the third quarter. Renewable diesel production for the fourth quarter is expected to average approximately 18,000 to 20,000 barrels per day.

Adjusted Fully-Converted Results

Adjusted fully-converted results assume the exchange of all PBF Energy Company LLC Series A Units and dilutive securities into shares of PBF Energy Inc. Class A common stock on a one-for-one basis, resulting in the elimination of the noncontrolling interest and a corresponding adjustment to the company's tax provision.

Non-GAAP Measures

This earnings release, and the discussion during the management conference call, may include references to Non-GAAP (Generally Accepted Accounting Principles) measures including Adjusted Fully-Converted Net Income (Loss), Adjusted Fully-Converted Net Income (Loss) excluding special items, Adjusted Fully-Converted Net Income (Loss) per fully-exchanged, fully-diluted share, Income (Loss) from operations excluding special items, gross refining margin, gross refining margin excluding special items, gross refining margin per barrel of throughput, EBITDA (Earnings before Interest, Income Taxes, Depreciation and Amortization), EBITDA excluding special items, Adjusted EBITDA, net debt, net debt to capitalization ratio and net debt to capitalization ratio excluding special items. PBF believes that Non-GAAP financial measures provide useful information about its operating performance and financial results. However, these measures have important limitations as analytical tools and should not be viewed in isolation or considered as alternatives for, or superior to, comparable GAAP financial measures. PBF's Non-GAAP financial measures may also differ from similarly named measures used by other companies.

See the accompanying tables and footnotes in this release for additional information on the Non-GAAP measures used in this release and reconciliations to the most directly comparable GAAP measures.

Conference Call Information

PBF Energy's senior management will host a conference call and webcast regarding quarterly results and other business matters on Thursday, October 29, 2026, at 8:30 a.m. ET. The call is being webcast and can be accessed at PBF Energy's website, http://www.pbfenergy.com. The call can also be accessed by dialing (800) 715-9871 or (646) 307-1963. The audio replay will be available approximately two hours after the end of the call and will be available through the company’s website.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements, and the like are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the Company's expectations with respect to its plans, objectives, estimates, and intentions with respect to the anticipated insurance recoveries related to the Martinez refinery fire, the amount and the timing of cost savings and operational efficiencies to be achieved through the Company’s RBI initiative as well as the Company's future earnings and operations overall, including those of our 50-50 equity method investment in SBR. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the Company's control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements.

Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the Company's filings with the SEC, our ability to operate safely, reliably, sustainably and in an environmentally responsible manner; our ability to successfully diversify our operations; our ability to make acquisitions or investments, including in renewable fuel production, and to realize the benefits from such acquisitions or investments; our ability to close acquisitions or divestitures and the timing thereof; our ability to successfully manage the operations of our 50-50 equity method investment in SBR; our expectations with respect to our capital spending and turnaround projects; risks associated with our obligation to buy Renewable Identification Numbers and related market risks related to the price volatility thereof; the possibility that we might reduce or not pay further dividends in the future; certain developments in the global oil markets and their impact on the global macroeconomic conditions; risks relating to the securities markets generally; the impact of changes in inflation, interest rates and capital costs; tariffs and other trade measures and their effects on trading relationships; global geopolitical and other conflicts and tensions; and the impact of market conditions, unanticipated developments, adverse outcomes with respect to regulatory approvals or matters or litigation, changes in laws or regulations, political developments and other events that are adverse to or restrict refining and marketing operations or could otherwise negatively impact the Company. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable law.

About PBF Energy Inc.

PBF Energy Inc. (NYSE:PBF) is one of the largest independent refiners in North America, operating, through its subsidiaries, oil refineries and related facilities in California, Delaware, Louisiana, New Jersey, and Ohio. Our mission is to operate our facilities in a safe, reliable and environmentally responsible manner, provide employees with a safe and rewarding workplace, become a positive influence in the communities where we do business, and provide superior returns to our investors.

PBF Energy is also a 50% partner in the St. Bernard Renewables joint venture focused on the production of next generation sustainable fuels.

###

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in millions, except share and per share data)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Revenues $ 12,132.8 $ 7,651.1 $ 31,715.4 $ 22,192.8

Cost and expenses:

Cost of products and other 9,107.6 6,839.3 25,591.4 20,170.1

Operating expenses (excluding depreciation and amortization expense as reflected below) 688.0 613.5 2,047.0 1,977.0

Depreciation and amortization expense 166.5 159.1 481.0 484.7

Cost of sales 9,962.1 7,611.9 28,119.4 22,631.8

General and administrative expenses (excluding depreciation and amortization expense as reflected below) 127.4 74.0 365.6 224.7

Depreciation and amortization expense 4.1 3.6 11.5 10.8

Gain on insurance recoveries, net — (250.0) (356.5) (439.0)

Equity (income) loss in investee (62.4) 19.7 (98.2) 41.0

Loss (gain) on sale of assets 0.7 (94.0) 1.0 (94.2)

Total cost and expenses 10,031.9 7,365.2 28,042.8 22,375.1

Income (loss) from operations 2,100.9 285.9 3,672.6 (182.3)

Other income (expense):

Interest expense (net of interest income of $16.6, $8.6, $28.1 and $17.2, respectively)

(27.2) (50.3) (111.3) (141.0)

Loss on extinguishment of debt (28.0) — (30.2) —

Other non-service components of net periodic benefit cost 1.4 0.4 3.7 1.0

Income (loss) before income taxes 2,047.1 236.0 3,534.8 (322.3)

Income tax expense (benefit) 503.8 64.3 876.3 (82.7)

Net income (loss) 1,543.3 171.7 2,658.5 (239.6)

Less: net income (loss) attributable to noncontrolling interest 14.0 1.6 24.5 (2.7)

Net income (loss) attributable to PBF Energy Inc. stockholders $ 1,529.3 $ 170.1 $ 2,634.0 $ (236.9)

Net income (loss) available to Class A common stock per share:

Basic $ 12.73 $ 1.47 $ 22.21 $ (2.08)

Diluted $ 12.54 $ 1.45 $ 21.82 $ (2.08)

Weighted-average shares outstanding-basic 120,131,825 115,734,251 118,575,273 113,845,472

Weighted-average shares outstanding-diluted 122,756,464 117,958,349 121,541,269 114,708,252

Dividends per common share $ 0.275 $ 0.275 $ 0.825 $ 0.825

Adjusted fully-converted net income (loss) and adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (Note 1):

Adjusted fully-converted net income (loss) $ 1,539.7 $ 171.3 $ 2,652.2 $ (238.9)

Adjusted fully-converted net income (loss) per fully exchanged, fully diluted share $ 12.54 $ 1.45 $ 21.82 $ (2.08)

Adjusted fully-converted shares outstanding - diluted (Note 6) 122,756,464 117,958,349 121,541,269 114,708,252

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

RECONCILIATION OF AMOUNTS REPORTED UNDER U.S. GAAP

(Unaudited, in millions, except share and per share data)

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED FULLY-CONVERTED NET INCOME (LOSS) AND ADJUSTED FULLY-CONVERTED NET INCOME (LOSS) EXCLUDING SPECIAL ITEMS (Note 1) Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Net income (loss) attributable to PBF Energy Inc. stockholders $ 1,529.3 $ 170.1 $ 2,634.0 $ (236.9)

Less: Income allocated to participating securities — — 0.1 —

Income (loss) available to PBF Energy Inc. stockholders - basic 1,529.3 170.1 2,633.9 (236.9)

Add: Net income (loss) attributable to noncontrolling interest (Note 2) 14.1 1.6 24.7 (2.7)

Less: Income tax (expense) benefit (Note 3) (3.7) (0.4) (6.4) 0.7

Adjusted fully-converted net income (loss) $ 1,539.7 $ 171.3 $ 2,652.2 $ (238.9)

Special items (Note 4):

Add: LCM inventory adjustment — — (313.0) —

Add: LCM inventory adjustment - SBR — 8.5 (9.4) (8.2)

Add: Martinez refinery fire expenses — 14.6 34.2 123.1

Add: Gain on insurance recoveries, net — (250.0) (356.5) (439.0)

Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5

Add: Loss on extinguishment of debt 28.0 — 30.2 —

Add: Gain on sale of terminal assets — (94.0) — (94.0)

Less: Recomputed income tax on special items (Note 3, 4) (10.1) 81.4 152.0 103.1

Adjusted fully-converted net income (loss) excluding special items $ 1,568.6 $ (60.3) $ 2,219.3 $ (532.4)

Weighted-average shares outstanding of PBF Energy Inc. 120,131,825 115,734,251 118,575,273 113,845,472

Conversion of PBF LLC Series A Units (Note 5) 838,397 862,780 853,731 862,780

Common stock equivalents (Note 6) 1,786,242 1,361,318 2,112,265 —

Fully-converted shares outstanding - diluted 122,756,464 117,958,349 121,541,269 114,708,252

Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (Note 6) $ 12.54 $ 1.45 $ 21.82 $ (2.08)

Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (Note 4, 6) $ 12.78 $ (0.52) $ 18.26 $ (4.64)

Three Months Ended Nine Months Ended

RECONCILIATION OF INCOME (LOSS) FROM OPERATIONS TO INCOME (LOSS) FROM OPERATIONS EXCLUDING SPECIAL ITEMS September 30, September 30,

2026 2025 2026 2025

Income (loss) from operations $ 2,100.9 $ 285.9 $ 3,672.6 $ (182.3)

Special Items (Note 4):

Add: LCM inventory adjustment — — (313.0) —

Add: LCM inventory adjustment - SBR — 8.5 (9.4) (8.2)

Add: Martinez refinery fire expenses — 14.6 34.2 123.1

Add: Gain on insurance recoveries, net — (250.0) (356.5) (439.0)

Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5

Add: Gain on sale of terminal assets — (94.0) — (94.0)

Income (loss) from operations excluding special items $ 2,111.9 $ (27.1) $ 3,057.5 $ (578.9)

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

RECONCILIATION OF AMOUNTS REPORTED UNDER U.S. GAAP

EBITDA RECONCILIATIONS (Note 7)

(Unaudited, in millions)

Three Months Ended Nine Months Ended

September 30, September 30,

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND EBITDA EXCLUDING SPECIAL ITEMS 2026 2025 2026 2025

Net income (loss) $ 1,543.3 $ 171.7 $ 2,658.5 $ (239.6)

Add: Depreciation and amortization expense 170.6 162.7 492.5 495.5

Add: Interest expense, net 27.2 50.3 111.3 141.0

Add: Income tax expense (benefit) 503.8 64.3 876.3 (82.7)

EBITDA $ 2,244.9 $ 449.0 $ 4,138.6 $ 314.2

Special Items (Note 4):

Add: LCM inventory adjustment — — (313.0) —

Add: LCM inventory adjustment - SBR — 8.5 (9.4) (8.2)

Add: Martinez refinery fire expenses — 14.6 34.2 123.1

Add: Gain on insurance recoveries, net — (250.0) (356.5) (439.0)

Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5

Add: Loss on extinguishment of debt 28.0 — 30.2 —

Add: Gain on sale of terminal assets — (94.0) — (94.0)

EBITDA excluding special items $ 2,283.9 $ 136.0 $ 3,553.7 $ (82.4)

Three Months Ended Nine Months Ended

September 30, September 30,

RECONCILIATION OF EBITDA TO ADJUSTED EBITDA 2026 2025 2026 2025

EBITDA $ 2,244.9 $ 449.0 $ 4,138.6 $ 314.2

Add: Stock-based compensation 7.8 8.4 25.2 29.8

Add: Interest, depreciation, and amortization expense - SBR 9.7 8.4 31.1 32.7

Special Items (Note 4):

Add: LCM inventory adjustment — — (313.0) —

Add: LCM inventory adjustment - SBR — 8.5 (9.4) (8.2)

Add: Martinez refinery fire expenses — 14.6 34.2 123.1

Add: Gain on insurance recoveries, net — (250.0) (356.5) (439.0)

Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5

Add: Loss on extinguishment of debt 28.0 — 30.2 —

Add: Gain on sale of terminal assets — (94.0) — (94.0)

Adjusted EBITDA $ 2,301.4 $ 152.8 $ 3,610.0 $ (19.9)

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(Unaudited, in millions)

September 30, December 31,

Balance Sheet Data: 2026 2025

Cash and cash equivalents $ 2,544.3 $ 527.9

Inventories 3,215.1 2,563.1

Total assets 17,234.0 13,019.9

Total debt 2,118.4 2,148.3

Total equity 8,103.8 5,449.9

Total equity excluding special items (Note 4, 14) $ 6,364.5 $ 4,143.5

Total debt to capitalization ratio (Note 14) 21 % 28 %

Total debt to capitalization ratio, excluding special items (Note 14) 25 % 34 %

Net debt to capitalization ratio * (Note 14) (6) % 23 %

Net debt to capitalization ratio, excluding special items * (Note 14) (7) % 28 %

* Negative ratio exists at September 30, 2026 as cash is in excess of debt.

SUMMARIZED STATEMENT OF CASH FLOW DATA

(Unaudited, in millions)

Nine Months Ended September 30,

2026 2025

Cash flows provided by (used in) operating activities $ 3,142.8 $ (444.6)

Cash flows used in investing activities (707.8) (459.4)

Cash flows (used in) provided by financing activities (418.6) 849.9

Net change in cash and cash equivalents 2,016.4 (54.1)

Cash and cash equivalents, beginning of period 527.9 536.1

Cash and cash equivalents, end of period $ 2,544.3 $ 482.0

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

CONSOLIDATING FINANCIAL INFORMATION (Note 8)

(Unaudited, in millions)

Three Months Ended September 30, 2026

Refining Logistics Corporate Eliminations Consolidated Total

Revenues $ 12,127.7 $ 93.9 $ — $ (88.8) $ 12,132.8

Cost of products and other 9,190.2 1.7 — (84.3) 9,107.6

Operating expenses (income) 662.8 29.7 — (4.5) 688.0

Depreciation and amortization expense 158.1 8.4 4.1 — 170.6

Other segment expenses, net (a)

0.7 1.7 63.3 — 65.7

Income (loss) from operations 2,115.8 52.5 (67.4) — 2,100.9

Interest (income) expense, net (4.2) (0.4) 31.8 — 27.2

Capital expenditures (b) (c)

168.4 2.1 6.0 — 176.5

Three Months Ended September 30, 2025

Refining Logistics Corporate Eliminations Consolidated Total

Revenues $ 7,641.6 $ 97.5 $ — $ (88.0) $ 7,651.1

Cost of products and other 6,920.6 2.3 — (83.6) 6,839.3

Operating expenses (income) 589.2 28.7 — (4.4) 613.5

Depreciation and amortization expense 149.5 9.6 3.6 — 162.7

Other segment (income) expenses, net (a)

(250.0) (92.3) 92.0 — (250.3)

Income (loss) from operations 232.3 149.2 (95.6) — 285.9

Interest (income) expense, net (6.8) (0.4) 57.5 — 50.3

Capital expenditures (c)

124.4 3.3 4.0 — 131.7

Nine Months Ended September 30, 2026

Refining Logistics Corporate Eliminations Consolidated Total

Revenues $ 31,703.8 $ 282.0 $ — $ (270.4) $ 31,715.4

Cost of products and other 25,840.0 8.2 — (256.8) 25,591.4

Operating expenses (income) 1,970.0 90.6 — (13.6) 2,047.0

Depreciation and amortization expense 456.0 25.0 11.5 — 492.5

Other segment (income) expenses, net (a)

(355.5) 5.1 262.3 — (88.1)

Income (loss) from operations 3,793.3 153.1 (273.8) — 3,672.6

Interest (income) expense, net (33.8) (0.9) 146.0 — 111.3

Capital expenditures (b) (c)

668.5 5.7 10.9 — 685.1

Nine Months Ended September 30, 2025

Refining Logistics Corporate Eliminations Consolidated Total

Revenues $ 22,164.3 $ 290.0 $ — $ (261.5) $ 22,192.8

Cost of products and other 20,411.4 7.1 — (248.4) 20,170.1

Operating expenses (income) 1,903.0 87.1 — (13.1) 1,977.0

Depreciation and amortization expense 456.9 27.8 10.8 — 495.5

Other segment (income) expenses, net (a)

(439.0) (88.9) 260.4 — (267.5)

Income (loss) from operations (168.1) 256.9 (271.1) — (182.3)

Interest (income) expense, net (16.1) (1.2) 158.3 — 141.0

Capital expenditures (c)

484.5 13.9 6.3 — 504.7

Balance at September 30, 2026

Refining Logistics Corporate Eliminations Consolidated Total

Total assets (d)

$ 15,600.1 $ 654.8 $ 1,018.9 $ (39.8) $ 17,234.0

Balance at December 31, 2025

Refining Logistics Corporate Eliminations Consolidated Total

Total assets (d)

$ 11,469.1 $ 683.4 $ 906.3 $ (38.9) $ 13,019.9

(a) Other segment (income) expenses, net include General and administrative expenses (excluding depreciation and amortization expenses), Gain on insurance recoveries, net, Equity (income) loss in investee, and Loss (gain) on sale of assets.

(b) For both the three and nine months ended September 30, 2026, the Company’s refining segment Capital expenditures exclude $46.5 million of costs associated with the Air Products Asset Purchase.

(c) For the three and nine months ended September 30, 2026, the Company’s refining segment Capital expenditures exclude $8.4 million and $253.6 million, respectively, of costs associated with the rebuild of units damaged by the Martinez refinery fire that were reimbursed by insurance proceeds. For the three and nine months ended September 30, 2025, the Company’s refining segment Capital expenditures exclude $127.6 million and $259.5 million, respectively, of costs associated with the rebuild of units damaged by the Martinez refinery fire that were reimbursed by insurance proceeds.

(d) As of September 30, 2026 and December 31, 2025, Corporate assets include the Company’s Equity method investment in SBR of $896.9 million and $826.3 million, respectively.

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

MARKET INDICATORS AND KEY OPERATING INFORMATION

(Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

Market Indicators (dollars per barrel) (Note 9) 2026 2025 2026 2025

Dated Brent crude oil $ 97.24 $ 69.17 $ 94.63 $ 70.80

West Texas Intermediate (WTI) crude oil $ 86.08 $ 65.07 $ 84.06 $ 66.74

Light Louisiana Sweet (LLS) crude oil $ 89.84 $ 67.17 $ 87.03 $ 69.18

Alaska North Slope (ANS) crude oil $ 87.84 $ 70.07 $ 89.53 $ 71.54

Crack Spreads:

Dated Brent (NYH) 2-1-1 $ 64.77 $ 25.82 $ 45.22 $ 21.72

WTI (Chicago) 4-3-1 $ 54.64 $ 22.01 $ 39.82 $ 19.03

LLS (Gulf Coast) 2-1-1 $ 69.06 $ 24.41 $ 49.54 $ 20.70

ANS (West Coast-LA) 4-3-1 $ 71.45 $ 29.34 $ 54.07 $ 27.14

ANS (West Coast-SF) 3-2-1 $ 73.33 $ 30.59 $ 57.77 $ 30.76

Crude Oil Differentials:

Dated Brent (foreign) less WTI $ 11.15 $ 4.11 $ 10.57 $ 4.06

Dated Brent less Maya (heavy, sour) $ 19.16 $ 8.15 $ 16.50 $ 9.27

Dated Brent less WTS (sour) $ 12.53 $ 4.22 $ 11.94 $ 4.04

Dated Brent less ASCI (sour) $ 11.81 $ 4.46 $ 10.00 $ 3.67

WTI less WCS (heavy, sour) $ 19.63 $ 12.54 $ 18.58 $ 12.07

WTI less Bakken (light, sweet) $ 0.16 $ 0.96 $ 0.81 $ 1.11

WTI less Syncrude (light, sweet) $ (6.62) $ 0.72 $ (2.67) $ 0.78

WTI less LLS (light, sweet) $ (3.75) $ (2.11) $ (2.97) $ (2.44)

WTI less ANS (light, sweet) $ (1.76) $ (5.01) $ (5.47) $ (4.80)

Effective RIN basket price $ 14.36 $ 6.38 $ 12.34 $ 5.77

Natural gas (dollars per MMBTU) $ 2.89 $ 3.07 $ 3.10 $ 3.48

Key Operating Information

Production (barrels per day ("bpd") in thousands) 936.5 876.2 890.8 818.8

Crude oil and feedstocks throughput (bpd in thousands) 923.8 871.0 885.4 814.0

Total crude oil and feedstocks throughput (millions of barrels) 85.0 80.1 241.7 222.2

Consolidated gross margin per barrel of throughput $ 25.54 $ 0.49 $ 14.88 $ (1.98)

Gross refining margin, excluding special items, per barrel of throughput (Note 4, Note 10) $ 34.56 $ 9.00 $ 22.96 $ 7.89

Refining operating expense, per barrel of throughput (Note 11) $ 7.80 $ 7.35 $ 8.15 $ 8.56

Crude and feedstocks (% of total throughput) (Note 13)

Heavy 30 % 25 % 28 % 26 %

Medium 32 % 37 % 33 % 36 %

Light 24 % 20 % 23 % 23 %

Other feedstocks and blends 14 % 18 % 16 % 15 %

Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput)

Gasoline and gasoline blendstocks 47 % 43 % 44 % 45 %

Distillates and distillate blendstocks 34 % 34 % 35 % 35 %

Lubes * — % 1 % 1 % 1 %

Chemicals 1 % 2 % 1 % 1 %

Other 19 % 21 % 20 % 19 %

Total yield 101 % 101 % 101 % 101 %

*Lube production was less than 1% for the three months ended September 30, 2026.

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

SUPPLEMENTAL OPERATING INFORMATION

(Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Supplemental Operating Information - East Coast Refining System (Delaware City and Paulsboro)

Production (bpd in thousands) 293.7 303.9 301.5 286.5

Crude oil and feedstocks throughput (bpd in thousands) 293.8 307.8 302.4 290.1

Total crude oil and feedstocks throughput (millions of barrels) 27.0 28.3 82.5 79.2

Gross margin per barrel of throughput $ 25.93 $ 1.64 $ 16.07 $ (0.49)

Gross refining margin, excluding special items, per barrel of throughput (Note 4, Note 10) $ 33.54 $ 8.14 $ 21.95 $ 7.20

Refining operating expense, per barrel of throughput (Note 11, 12) $ 5.93 $ 4.98 $ 6.07 $ 5.96

Crude and feedstocks (% of total throughput) (Note 13):

Heavy 25 % 22 % 21 % 23 %

Medium 36 % 48 % 41 % 44 %

Light 23 % 10 % 20 % 14 %

Other feedstocks and blends 16 % 20 % 18 % 19 %

Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput):

Gasoline and gasoline blendstocks 37 % 35 % 36 % 37 %

Distillates and distillate blendstocks 36 % 38 % 38 % 38 %

Lubes 1 % 2 % 2 % 2 %

Chemicals 1 % 1 % 1 % 2 %

Other 25 % 23 % 23 % 20 %

Total yield 100 % 99 % 100 % 99 %

Supplemental Operating Information - Mid-Continent (Toledo)

Production (bpd in thousands) 159.1 143.7 145.5 149.5

Crude oil and feedstocks throughput (bpd in thousands) 156.4 141.5 143.8 147.0

Total crude oil and feedstocks throughput (millions of barrels) 14.4 13.0 39.3 40.1

Gross margin per barrel of throughput $ 29.18 $ 2.97 $ 18.75 $ 1.21

Gross refining margin, excluding special items, per barrel of throughput (Note 4, Note 10) $ 36.86 $ 11.03 $ 22.04 $ 9.39

Refining operating expense, per barrel of throughput (Note 11, 12) $ 6.40 $ 6.33 $ 7.02 $ 6.30

Crude and feedstocks (% of total throughput) (Note 13):

Medium 32 % 42 % 36 % 37 %

Light 67 % 56 % 62 % 61 %

Other feedstocks and blends 1 % 2 % 2 % 2 %

Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput):

Gasoline and gasoline blendstocks 48 % 54 % 47 % 53 %

Distillates and distillate blendstocks 41 % 37 % 41 % 38 %

Chemicals 4 % 4 % 4 % 3 %

Other 9 % 7 % 9 % 8 %

Total yield 102 % 102 % 101 % 102 %

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

SUPPLEMENTAL OPERATING INFORMATION

(Unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 2026 2025

Supplemental Operating Information - Gulf Coast (Chalmette)

Production (bpd in thousands) 182.9 191.7 183.1 176.2

Crude oil and feedstocks throughput (bpd in thousands) 180.5 187.7 181.0 173.2

Total crude oil and feedstocks throughput (millions of barrels) 16.6 17.3 49.4 47.3

Gross margin per barrel of throughput $ 19.11 $ 3.76 $ 11.74 $ 0.83

Gross refining margin, excluding special items, per barrel of throughput (Note 4, Note 10) $ 27.61 $ 10.18 $ 19.66 $ 7.77

Refining operating expense, per barrel of throughput (Note 11, 12) $ 7.16 $ 5.21 $ 6.46 $ 5.62

Crude and feedstocks (% of total throughput) (Note 13):

Heavy 20 % 14 % 20 % 12 %

Medium 37 % 39 % 34 % 42 %

Light 26 % 27 % 29 % 27 %

Other feedstocks and blends 17 % 20 % 17 % 19 %

Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput):

Gasoline and gasoline blendstocks 44 % 45 % 44 % 47 %

Distillates and distillate blendstocks 32 % 33 % 33 % 33 %

Chemicals 1 % 2 % 1 % 1 %

Other 24 % 22 % 23 % 21 %

Total yield 101 % 102 % 101 % 102 %

Supplemental Operating Information - West Coast (Torrance and Martinez)

Production (bpd in thousands) 300.8 236.9 260.7 206.6

Crude oil and feedstocks throughput (bpd in thousands) 293.1 234.0 258.2 203.7

Total crude oil and feedstocks throughput (millions of barrels) 27.0 21.5 70.5 55.6

Gross margin per barrel of throughput $ 25.55 $ (7.78) $ 11.77 $ (11.79)

Gross refining margin, excluding special items, per barrel of throughput (Note 4, Note 10) $ 38.64 $ 7.96 $ 26.99 $ 7.89

Refining operating expense, per barrel of throughput (Note 11, 12) $ 10.41 $ 12.81 $ 11.91 $ 16.40

Crude and feedstocks (% of total throughput) (Note 13):

Heavy 56 % 56 % 59 % 62 %

Medium 27 % 16 % 20 % 17 %

Light — % 7 % 2 % 4 %

Other feedstocks and blends 17 % 21 % 19 % 17 %

Total throughput 100 % 100 % 100 % 100 %

Yield (% of total throughput):

Gasoline and gasoline blendstocks 58 % 47 % 52 % 49 %

Distillates and distillate blendstocks 30 % 30 % 28 % 30 %

Other 15 % 24 % 21 % 22 %

Total yield 103 % 101 % 101 % 101 %

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

RECONCILIATION OF AMOUNTS REPORTED UNDER U.S. GAAP

GROSS REFINING MARGIN / GROSS REFINING MARGIN PER BARREL OF THROUGHPUT (Note 10)

(Unaudited, in millions, except per barrel amounts)

Three Months Ended September 30,

2026 2025

RECONCILIATION OF CONSOLIDATED GROSS MARGIN TO GROSS REFINING MARGIN AND GROSS REFINING MARGIN EXCLUDING SPECIAL ITEMS $ per barrel of

throughput $ per barrel of

throughput

Calculation of consolidated gross margin:

Revenues $ 12,132.8 $ 142.75 $ 7,651.1 $ 95.49

Less: Cost of sales 9,962.1 117.21 7,611.9 95.00

Consolidated gross margin $ 2,170.7 $ 25.54 $ 39.2 $ 0.49

Reconciliation of consolidated gross margin to gross refining margin:

Consolidated gross margin $ 2,170.7 $ 25.54 $ 39.2 $ 0.49

Add: Logistics operating expense 29.7 0.35 28.7 0.36

Add: Logistics depreciation expense 8.4 0.10 9.6 0.12

Less: Logistics gross margin (92.2) (1.09) (95.1) (1.19)

Add: Refining operating expense 662.8 7.80 589.2 7.35

Add: Refining depreciation expense 158.1 1.86 149.5 1.87

Gross refining margin $ 2,937.5 $ 34.56 $ 721.1 $ 9.00

Gross refining margin excluding special items $ 2,937.5 $ 34.56 $ 721.1 $ 9.00

Nine Months Ended September 30,

2026 2025

RECONCILIATION OF CONSOLIDATED GROSS MARGIN TO GROSS REFINING MARGIN AND GROSS REFINING MARGIN EXCLUDING SPECIAL ITEMS $ per barrel of

throughput $ per barrel of

throughput

Calculation of consolidated gross margin:

Revenues $ 31,715.4 $ 131.21 $ 22,192.8 $ 99.87

Less: Cost of sales 28,119.4 116.33 22,631.8 101.85

Consolidated gross margin $ 3,596.0 $ 14.88 $ (439.0) $ (1.98)

Reconciliation of consolidated gross margin to gross refining margin:

Consolidated gross margin $ 3,596.0 $ 14.88 $ (439.0) $ (1.98)

Add: Logistics operating expense 90.6 0.37 87.1 0.39

Add: Logistics depreciation expense 25.0 0.10 27.8 0.13

Less: Logistics gross margin (273.8) (1.13) (282.9) (1.27)

Add: Refining operating expense 1,970.0 8.15 1,903.0 8.56

Add: Refining depreciation expense 456.0 1.89 456.9 2.06

Gross refining margin $ 5,863.8 $ 24.26 $ 1,752.9 $ 7.89

Special Items (Note 4):

Add: LCM inventory adjustment (313.0) (1.30) — —

Gross refining margin excluding special items $ 5,550.8 $ 22.96 $ 1,752.9 $ 7.89

See Footnotes to Earnings Release Tables

PBF ENERGY INC. AND SUBSIDIARIES

EARNINGS RELEASE TABLES

FOOTNOTES TO EARNINGS RELEASE TABLES

(1) Adjusted fully-converted information is presented in this table as management believes that these Non-GAAP measures, when presented in conjunction with comparable GAAP measures, are useful to investors to compare our results across the periods presented and facilitate an understanding of our operating results. We also use these measures to evaluate our operating performance. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The differences between adjusted fully-converted and GAAP results are explained in footnotes 2 through 6.

(2) Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF Energy Company LLC ("PBF LLC") other than PBF Energy Inc. ("PBF Energy"), as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.

(3) Represents an adjustment to reflect PBF Energy’s estimated annualized statutory corporate tax rate of approximately 26.0% for both the 2026 and 2025 periods, applied to net income (loss) attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in footnote 2.

(4) The Non-GAAP measures presented include adjusted fully-converted net income (loss) excluding special items, income (loss) from operations excluding special items, EBITDA excluding special items, and gross refining margin excluding special items. Special items for the periods presented relate to a lower of cost or market (“LCM”) inventory adjustment, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to RBI initiative, loss on extinguishment of debt, and gain on sale of terminal assets, all as discussed further below. Additionally, the cumulative effects of all current and prior period special items on equity are shown in footnote 14.

Although we believe that Non-GAAP financial measures excluding the impact of special items provide useful supplemental information to investors regarding the results and performance of our business and allow for useful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Special Items:

LCM inventory adjustment - LCM is a GAAP requirement for inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are valued at the lower of cost or market with cost determined using the last-in, first-out ("LIFO") inventory valuation methodology, under which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market price is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. When the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between periods. The net impact of these LCM inventory adjustments is included in the Refining segment’s income from operations, but excluded from the operating results presented, as applicable, to ensure comparability between periods.

PBF Energy LCM inventory adjustment - During the nine months ended September 30, 2026, we reversed the $313.0 million LCM inventory reserve recorded at December 31, 2025. This reversal increased income from operations and net income by $313.0 million and $231.6 million, respectively, and resulted in no LCM inventory reserve at September 30, 2026. There were no such adjustments in any of the other periods presented.

SBR LCM inventory adjustment - During the nine months ended September 30, 2026, SBR reversed the $18.8 million LCM inventory reserve recorded at December 31, 2025. During the three and nine months ended September 30, 2025, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $17.0 million and increased its income from operations by $16.3 million, respectively. Our Equity (income) loss in investee reflects our 50% share of these adjustments. Accordingly, for the nine months ended September 30, 2026, the reversal increased our income from operations and net income by $9.4 million and $7.0 million, respectively. For the three and nine months ended September 30, 2025, these LCM adjustments decreased our income from operations by $8.5 million and increased our income from operations by $8.2 million, respectively ($6.3 million and $6.1 million, respectively, net of tax). There were no such adjustments during the three months ended September 30, 2026.

Martinez refinery fire expenses - During the nine months ended September 30, 2026, we recorded operating expenses associated with the Martinez refinery fire that decreased income from operations and net income by $34.2 million and $25.3 million, respectively. During the three and nine months ended September 30, 2025, we recorded operating expenses associated with the Martinez refinery fire that decreased income from operations by $14.6 million and $123.1 million, respectively ($10.8 million and $91.1 million, respectively, net of tax). There were no such expenses during the three months ended September 30, 2026.

Gain on insurance recoveries, net - During the nine months ended September 30, 2026, we recorded gains on insurance recoveries associated with the Martinez refinery fire that increased income from operations and net income by $356.5 million and $263.8 million, respectively. During the three and nine months ended September 30, 2025, we recorded a gain on insurance recoveries associated with the Martinez refinery fire that increased income from operations by $250.0 million and $439.0 million, respectively ($185.0 million and $324.9 million, respectively, net of tax). There was no such gain during the three months ended September 30, 2026.

Costs related to RBI initiative - During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. As a result, for the three and nine months ended September 30, 2026, we recorded expenses related to the execution of this initiative that decreased income from operations by $11.0 million and $29.6 million, respectively ($8.2 million and $21.9 million, respectively, net of tax). For the three and nine months ended September 30, 2025, we recorded expenses related to the execution of this initiative that decreased income from operations by $7.9 million and $21.5 million, respectively ($5.8 million and $15.9 million, respectively, net of tax). These charges are included within General and administrative expenses.

Loss on extinguishment of debt - During the three and nine months ended September 30, 2026, we recorded a pre-tax loss on extinguishment of debt of $28.0 million and $30.2 million, respectively ($20.7 million and $22.3 million, respectively, net of tax), related to the redemption of our 2028 6.00% Senior Notes in June 2026 and our 2030 7.875% Senior Notes in September 2026, as well as the write-off of a portion of unamortized deferred financing costs associated with refinancing activities. There were no such losses in any of the other periods presented.

Gain on sale of terminal assets - During both the three and nine months ended September 30, 2025, we recorded a gain on the sale of our terminal assets, through a subsidiary of PBFX, which increased income from operations and net income by $94.0 million and $69.6 million, respectively. There were no such gains during any of the other periods presented.

Recomputed income tax on special items - The income tax impact on these special items is calculated using the tax rates shown in (3) above.

(5) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in footnote 2.

(6) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the three and nine months ended September 30, 2026 and 2025, respectively. Common stock equivalents exclude the effects of performance share units, options, and warrants to purchase 59,543 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the nine months ended September 30, 2026 (compared with 3,635,550 and 6,857,076 shares for the three and nine months ended September 30, 2025, respectively). For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.

No incremental shares attributable to the 2032 Exchangeable Notes were included in diluted weighted-average shares outstanding because the market price of the Class A common stock did not exceed the applicable exchange price during the period. Only the portion of the exchange value, if any, in excess of the principal amount of the notes may be settled in shares and result in incremental shares for diluted net income (loss) per share. Such shares are included only when their effect is dilutive and are excluded when anti-dilutive, including during periods in which the Company reports a net loss.

(7) Earnings before Interest, Income Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA are supplemental measures of performance that are not required by, or presented in accordance with GAAP. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, our share of SBR interest, depreciation, and amortization expense, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to RBI initiative, loss on extinguishment of debt, gain on sale of terminal assets, and certain other non-cash items. We use these Non-GAAP financial measures as a supplement to our GAAP results in order to provide additional metrics on factors and trends affecting our business. EBITDA and Adjusted EBITDA are measures of operating performance that are not defined by GAAP and should not be considered substitutes for net income as determined in accordance with GAAP. In addition, because EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies, they are not necessarily comparable to other similarly titled measures used by other companies. EBITDA and Adjusted EBITDA have their limitations as an analytical tool, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

For the periods ending September 30, 2026, our share of SBR interest, depreciation, and amortization expense, recorded within Equity (income) loss in investee in the Condensed Consolidated Statements of Operations, is treated as an adjustment included in Adjusted EBITDA. Prior-period amounts in the table shown has been conformed to the 2026 presentation.

(8) We operate in two reportable segments: Refining and Logistics. Our operations that are not included in the Refining and Logistics segments are included in Corporate. As of September 30, 2026, the Refining segment includes the operations of our oil refineries and related facilities in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. The Logistics segment includes the operations of PBF Logistics LP ("PBFX"), an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, which owns or leases, operates, develops, and acquires crude oil and refined petroleum products terminals, pipelines, storage facilities and similar logistics assets. PBFX's assets primarily consist of rail and truck terminals and unloading racks, storage facilities and pipelines, a substantial portion of which were acquired from or contributed by PBF LLC and are located at, or nearby, our refineries. PBFX provides various rail, truck and marine terminaling services, pipeline transportation services and storage services to PBF Holding and/or its subsidiaries and third party customers through fee-based commercial agreements.

PBFX currently does not generate significant third party revenue and intersegment related-party revenues are eliminated in consolidation. From a PBF Energy perspective, our chief operating decision maker evaluates the Logistics segment as a whole without regard to any of PBFX’s individual operating segments.

(9) Our Market Indicators Table summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies.

(10) Gross refining margin and gross refining margin per barrel of throughput are Non-GAAP measures because they exclude refining operating expenses, depreciation and amortization and gross margin of the Logistics segment. Gross refining margin per barrel is gross refining margin, divided by total crude and feedstocks throughput. We believe they are important measures of operating performance and provide useful information to investors because gross refining margin per barrel is a helpful metric comparison to the industry refining margin benchmarks shown in the Market Indicators Table, as such benchmarks do not include a charge for refinery operating expenses and depreciation. Other companies in our industry may not calculate gross refining margin and gross refining margin per barrel in the same manner. Gross refining margin and gross refining margin per barrel of throughput have their limitations as an analytical tool, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

(11) Represents refining operating expenses, including corporate-owned logistics assets, excluding depreciation and amortization, divided by total crude oil and feedstocks throughput.

(12) Refining operating expenses per barrel at the regional level exclude the impact of nonpermanent loss adjusted excess insurance premium costs.

(13) We define heavy crude oil as crude oil with American Petroleum Institute ("API") gravity less than 24 degrees. We define medium crude oil as crude oil with API gravity between 24 and 35 degrees. We define light crude oil as crude oil with API gravity higher than 35 degrees.

(14) The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity. This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt is calculated by subtracting cash and cash equivalents from total debt. We believe these measurements are also useful to investors since we have the ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt. Net debt and the net debt to capitalization ratio are Non-GAAP measures and should not be considered an alternative to any other measure of financial performance or liquidity presented in accordance with GAAP. Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios excluding the cumulative effects of special items on equity.

September 30, December 31,

2026 2025

(in millions)

Total debt $ 2,118.4 $ 2,148.3

Total equity 8,103.8 5,449.9

Total capitalization $ 10,222.2 $ 7,598.2

Total debt $ 2,118.4 $ 2,148.3

Total equity excluding special items 6,364.5 4,143.5

Total capitalization excluding special items $ 8,482.9 $ 6,291.8

Total equity $ 8,103.8 $ 5,449.9

Special Items (Note 4)

Add: LCM inventory adjustment (313.0) —

Add: LCM inventory adjustment - SBR (9.4) —

Add: Martinez refinery fire expenses 34.2 —

Add: Gain on insurance recoveries, net (356.5) —

Add: Costs related to RBI initiative 29.6 —

Add: Loss on extinguishment of debt 30.2 —

Add: Cumulative historical equity adjustments (a) (1,753.3) (1,753.3)

Less: Recomputed income tax on special items 598.9 446.9

Net impact of special items (1,739.3) (1,306.4)

Total equity excluding special items $ 6,364.5 $ 4,143.5

Total debt $ 2,118.4 $ 2,148.3

Less: Cash and cash equivalents 2,544.3 527.9

Net debt $ (425.9) $ 1,620.4

Total debt to capitalization ratio 21 % 28 %

Total debt to capitalization ratio, excluding special items 25 % 34 %

Net debt to capitalization ratio * (6) % 23 %

Net debt to capitalization ratio, excluding special items * (7) % 28 %

* Negative ratio exists at September 30, 2026 as cash is in excess of debt.

(a) All prior year special items are reflected on an aggregate basis within "Cumulative historical equity adjustments" before recomputed income tax effect. Refer to the Company’s 2025 Annual Report on Form 10-K ("Notes to Non-GAAP Financial Measures" within Management’s Discussion and Analysis of Financial Condition and Results of Operations) for a listing of special items included in cumulative historical equity adjustments prior to 2026.

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v3.26.3

Cover

Oct. 29, 2026

Document Information [Line Items]

Entity Incorporation, State or Country Code

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false

Document Type

8-K

Entity Registrant Name

PBF ENERGY INC.

Document Period End Date

Oct. 29, 2026

Entity Central Index Key

0001534504

Entity File Number

001-35764

Entity Tax Identification Number

45-3763855

Entity Address, Address Line One

One Sylvan Way, Second Floor

Entity Address, City or Town

Parsippany

Entity Address, State or Province

Entity Address, Postal Zip Code

07054

City Area Code

973

Local Phone Number

455-7500

Title of 12(b) Security

Common Stock, par value $.001

Trading Symbol

PBF

Security Exchange Name

NYSE

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

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Entity Emerging Growth Company

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PBF Holding [Member]

Document Information [Line Items]

Entity Incorporation, State or Country Code

Entity Registrant Name

PBF HOLDING COMPANY LLC

Entity Central Index Key

0001566011

Entity File Number

333-186007

Entity Tax Identification Number

27-2198168

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