8-K

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): March 10, 2025

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<br>of incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2025, in connection with the transition of Executive Chairman Thomas J. Nimbley to the role of non-executive Chairman of the Board of Directors of PBF Energy Inc. (“PBF Energy”) and pursuant to Sections 1 and 8(c) of that certain Amended and Restated Employment Agreement dated as of May 3, 2023 (the “Employment Agreement”) between Mr. Nimbley and PBF Investments LLC (the “Company”), a Non-Renewal Notice (as defined in the Employment Agreement) was provided by the Company to Mr. Nimbley advising him that the Employment Agreement will terminate upon the expiration of the Stated Term (as defined in the Employment Agreement) on June 30, 2025. As of that date, Mr. Nimbley will cease employment with PBF Energy and its subsidiaries but, subject to his re-election as a director at the 2025 Annual Meeting of Stockholders, will continue to serve on the Board. On March 10, 2025, subject to his re-election at the 2025 Annual Meeting, the Board of Directors of PBF Energy approved Mr. Nimbley’s appointment as PBF Energy’s non-executive Chairman of the Board effective July 1, 2025 (the “Effective Date”). As the non-executive Chairman of the Board, from the Effective Date, Mr. Nimbley will receive the same compensation as the other non-management directors.

Item 7.01 Regulation FD Disclosure

On March 11, 2025, PBF Energy Inc. issued a press release regarding the transition of Thomas J. Nimbley to the role of non-executive Chairman of the Board. A copy of the press release is furnished with this Current Report as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated March 11, 2025.
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:	March 11, 2025	PBF Energy Inc.
		(Registrant)
		By:	/s/ Trecia M. Canty
		Name:	Trecia M. Canty
		Title:	Senior Vice President, General Counsel and Secretary
Date:	March 11, 2025	PBF Holding Company LLC
---	---	---	---
		(Registrant)
		By:	/s/ Trecia M. Canty
		Name:	Trecia M. Canty
		Title:	Senior Vice President, General Counsel and Secretary

Document

Tom Nimbley to Transition to Non-Executive Chairman of the Board

PARSIPPANY, NJ – March 11, 2025 – PBF Energy Inc. (NYSE: PBF) announced today that Thomas J. Nimbley will retire from his position as Executive Chairman of the company and its subsidiaries on June 30, 2025. Mr. Nimbley is standing for re-election as a director at the company’s 2025 Annual Meeting of Stockholders and will become non-executive Chairman of the Board effective July 1, 2025 assuming his re-election. Mr. Nimbley retired as PBF Energy’s CEO effective on June 30, 2023 and has served as Executive Chairman of the Board since that time.

Gene Edwards, PBF Energy’s Lead Director remarked, “Tom has played a vital role in growing PBF Energy, serving as our Chief Executive Officer from June 2010 to June 2023 and as Executive Chairman since then. Under Tom’s watch, PBF Energy grew from a start-up with no operations to a refining system of six refineries with a combined throughput of approximately 1 million barrels per day. In no small part thanks to Tom, we are now one of the largest independent refiners in the United States. We are grateful for his exemplary leadership of the Company and building a talented executive team. The Board is looking forward to continuing to benefit from his leadership as our Chairman.”

“I am honored to have served and lead PBF Energy for the past 15 years,” Nimbley said. “I would especially like to thank our employees, stockholders, business partners, and our communities where we live and work for their trust and confidence. I look forward to continuing to contribute in my role as Chairman and leading the Board as it continues to guide the company.”

“I would like to thank Tom for his leadership, guidance and friendship in the C-suite and I am pleased that the Company and I will continue to benefit from his leadership on the Board,” said Matthew Lucey, PBF’s CEO and President.

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, expectations, and intentions with respect to the full and partial restart of the Martinez refinery following the February 1, 2025 fire, the timing of such restart, the throughput of the Martinez refinery and anticipated insurance recoveries related to the fire 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 diesel production, and to realize the benefits from such acquisitions or investments; 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; and the impact of market conditions, unanticipated developments, adverse outcomes with respect to regulatory approvals or matters or litigation, changes in laws or regulations and other events that could 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

2