PBF Energy Inc 10-Q for FY2026 Q3
PBF Energy Inc. (PBF)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
PBF Energy Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
PBF Energy reported $1,543.3 million net income for the three months ended September 30, 2026, versus $171.7 million in 2025, as gross refining margin rose to $2,937.5 million from $721.1 million amid favorable crack spreads and higher throughput. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.13B
- up 58.6% from $7.65B a year earlier
- Net income
- $1.53B
- up 799.1% from net income of $170.1M a year earlier
- Diluted EPS
- $12.54
- up 764.8% from $1.45 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended: September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-35764
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| | ||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(973 ) 455-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||
| par value $.001 | |||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 23, 2026, PBF Energy Inc. had 121,325,133 shares of Class A common stock and 7 shares of Class B common stock outstanding.
PBF ENERGY INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS | ||||||||||||||
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EXPLANATORY NOTE
This Quarterly Report on Form 10-Q is filed by PBF Energy Inc. (“PBF Energy”) which is a holding company whose primary asset is an equity interest in PBF Energy Company LLC (“PBF LLC”). PBF Energy is the sole managing member of, and owner of an equity interest representing approximately 99.3% of the outstanding economic interests in PBF LLC as of September 30, 2026. PBF Energy operates and controls all of the business and affairs and consolidates the financial results of PBF LLC and its subsidiaries. PBF LLC is a holding company for the companies that directly and indirectly own and operate our business. PBF Holding Company LLC (“PBF Holding”) is a wholly owned subsidiary of PBF LLC and is the parent company for our refining operations. PBF Finance Corporation is a wholly owned subsidiary of PBF Holding. PBF Logistics LP (“PBFX”) is an indirect wholly owned subsidiary of PBF Energy and a direct subsidiary of PBF LLC that owns and operates logistics assets that support our refining operations. Collectively, PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding, and PBFX are referred to hereinafter as the “Company” unless the context otherwise requires.
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain “forward-looking statements”, as defined in the Private Securities Litigation Reform Act of 1995 (“PSLRA”), of expected future developments that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” or similar expressions that relate to our strategy, plans, intentions, expectations, or projections. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates, and financial results or to our strategies, objectives, intentions, resources, and expectations regarding future industry trends are forward-looking statements made under the safe harbor provisions of the PSLRA except to the extent such statements relate to the operations of a partnership or limited liability company. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results.
Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Management's Discussion and Analysis of Financial Condition and Results of Operations”, “Risk Factors”, and elsewhere in this Form 10-Q, the Annual Report on Form 10-K for the year ended December 31, 2025 of PBF Energy, which we refer to as our 2025 Annual Report on Form 10-K, and in our other filings with the United States Securities and Exchange Commission (“SEC”). All forward-looking information in this Quarterly Report on Form 10-Q and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:
•supply, demand, prices, and other market conditions for our products or crude oil, including volatility in commodity prices or constraints arising from federal, state, or local governmental actions (including restrictions or an outright ban on certain or all product exports) or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities;
•rate of inflation, including increases due to tariffs and other trade measures that may be proposed or enacted, and its impact on supply and demand, pricing, and supply chain disruption;
•the effects related to, or resulting from, geopolitical conflict around the world, including Russia’s military action in Ukraine, armed hostilities in the Middle East including the ongoing conflicts involving the United States, Israel, the Gulf States, and Iran, and disruptions in international shipping, resulting from attacks on cargo ships, blockades, and other restrictions to trade routes, including the imposition of additional sanctions and export controls, the potential expansion of such conflicts to other nations or regions, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment;
•the risk and uncertainties associated with the fire on February 1, 2025 at our Martinez refinery (the “Martinez refinery fire”), including the safe completion of the scheduled hydrocracker complex turnaround, the anticipated amount and timing of the remaining insurance recoveries related to the Martinez refinery fire, and the results and consequences of any governmental and regulatory investigations related to the Martinez refinery fire;
•the risk and uncertainties associated with operational disruptions at any of our refineries, such as the fire on May 8, 2026 at our Chalmette refinery, which potentially include property damage, equipment outages due to the timing of repairs, potential reductions in throughput, and the results and consequences of any governmental and regulatory investigations or legal proceedings related thereto;
3
•the amount and the timing of cost savings and operational efficiencies to be achieved through our Refining Business Improvement (“RBI”) initiative;
•the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy, and related commitments;
•our obligation to buy Renewable Identification Numbers (“RINs”) and market risks related to the volatility in the price of RINs required to comply with the Renewable Fuel Standard (“RFS”) and greenhouse gas (“GHG”) emission credits required to comply with various GHG emission programs, such as California Assembly Bill 32 (“AB 32”) and similar programs (collectively, the “cap-and-trade systems”);
•our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses), and generate earnings and cash flow;
•our expectations with respect to our capital spending and turnaround projects;
•the impact of current and future laws, rulings, and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition and public policy in opposition to recent refining industry profits;
•adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities;
•political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storage of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32 and/or California Assembly Bill X2-1 and Senate Bill X1-2, or from actions taken by environmental interest groups;
•the risk of cyber-attacks;
•our increased dependence on technology;
•the effects of competition in our markets;
•the possibility that we might reduce or not pay dividends in the future;
•the inability of our subsidiaries to freely make distributions to us;
•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, St. Bernard Renewables LLC (“SBR”), which owns the biorefinery co-located with our Chalmette refinery in Louisiana (the “Renewable Diesel Facility”), together with our partner, Enilive US Inc., a subsidiary of Eni SpA;
•liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations;
•our expectations and timing with respect to any acquisition and investment activities and whether such acquisitions and investments are accretive or dilutive to stockholders;
•adverse developments in our relationship with both our key employees and unionized employees;
•our indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes;
4
•changes in currency exchange rates, interest rates, and capital costs;
•restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions;
•our obligations under the indebtedness of PBF Holding that is exchangeable for shares of our common stock under certain circumstances and the extent to which our Class A common stock may be diluted as a result of any exchanges of such indebtedness;
•counterparty credit and performance risk exposure related to our supply and offtake arrangements, if any;
•payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units, or their permitted assignees, under PBF Energy’s tax receivable agreement entered with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”) for certain tax benefits we may claim;
•our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and
•the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation.
We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q may not in fact occur. Accordingly, investors should not place undue reliance on those statements.
Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing.
5
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
PBF ENERGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except share and per share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant, and equipment (net of accumulated depreciation of $ | |||||||||||
| Equity method investment in SBR | |||||||||||
| Lease right of use assets | |||||||||||
| Deferred charges and other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Current operating lease liabilities | |||||||||||
| Current debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Payable pursuant to Tax Receivable Agreement | |||||||||||
| Deferred tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Long-term financing lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 6) | |||||||||||
| Equity: | |||||||||||
| PBF Energy Inc. equity | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total PBF Energy Inc. equity | |||||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
6
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost and expenses: | |||||||||||||||||||||||
| Cost of products and other | |||||||||||||||||||||||
| Operating expenses (excluding depreciation and amortization expense as reflected below) | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| General and administrative expenses (excluding depreciation and amortization expense as reflected below) | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Gain on insurance recoveries, net | ( | ( | ( | ||||||||||||||||||||
| Equity (income) loss in investee | ( | ( | |||||||||||||||||||||
| Loss (gain) on sale of assets | ( | ( | |||||||||||||||||||||
| Total cost and expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
Interest expense (net of interest income of $ | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Other non-service components of net periodic benefit cost | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Less: net income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Net income (loss) attributable to PBF Energy Inc. stockholders | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income (loss) available to Class A common stock per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
See notes to condensed consolidated financial statements.
7
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in millions)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Unrealized (loss) gain on available for sale securities | ( | ( | |||||||||||||||||||||
| Net gain on pension and other post-retirement benefits | |||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Less: comprehensive income (loss) attributable to noncontrolling interest | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to PBF Energy Inc. stockholders | $ | $ | $ | $ | ( | ||||||||||||||||||
See notes to condensed consolidated financial statements.
8
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in millions, except share and per share data)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Income) Loss | Treasury Stock | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | ( | — | — | |||||||||||||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||
Dividends ( | — | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | — | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||
| Purchase of the 2032 Exchangeable Notes capped call, net of tax | — | — | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||
| Treasury stock purchases | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
| Comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Treasury stock purchases | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
9
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited, in millions, except share and per share data)
| Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Equity | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Exchange of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | — | ( | — | — | — | — | — | ( | |||||||||||||||||||||||||||
| Purchase of the 2032 Exchangeable Notes capped call, net of tax | — | — | — | — | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||
| Treasury stock purchases | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||
Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||
| Distributions to PBF Energy Company LLC members | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||
Dividends ($ | — | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Treasury stock purchases | ( | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||
Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
10
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Non-cash lower of cost or market inventory adjustment | ( | ||||||||||
| Loss on extinguishment of debt | |||||||||||
| Pension and other post-retirement benefit costs | |||||||||||
| Gain on insurance recoveries, net | ( | ( | |||||||||
| Insurance proceeds | |||||||||||
| (Income) loss from equity method investment | ( | ||||||||||
| Loss (gain) on sale of assets | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid and other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Payment related to Tax Receivable Agreement | ( | ||||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | $ | $ | ( | ||||||||
| Cash flows from investing activities: | |||||||||||
| Expenditures for property, plant, and equipment | $ | ( | $ | ( | |||||||
| Expenditures for deferred turnaround costs | ( | ( | |||||||||
| Expenditures for other assets | ( | ( | |||||||||
| Purchase of hydrogen plants | ( | ||||||||||
| Proceeds from sale of assets | |||||||||||
| Equity method investment - return of capital | |||||||||||
| Insurance proceeds | |||||||||||
| Net cash used in investing activities | $ | ( | $ | ( | |||||||
See notes to condensed consolidated financial statements.
11
PBF ENERGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(unaudited, in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Dividend payments | $ | ( | $ | ( | |||||||
| Distributions to PBF Energy Company LLC members other than PBF Energy | ( | ( | |||||||||
| Payments on Promissory Note related to hydrogen plant purchase | ( | ||||||||||
| Proceeds from 2034 7.25% Senior Notes | |||||||||||
| Redemption of 2028 6.00% Senior Notes | ( | ||||||||||
| Redemption of 2030 7.875% Senior Notes | ( | ||||||||||
| Proceeds from 2030 9.875% Senior Notes | |||||||||||
| Proceeds from issuance of 2032 Exchangeable Notes | |||||||||||
| Proceeds from revolver borrowings | |||||||||||
| Repayments of revolver borrowings | ( | ( | |||||||||
| Payments on financing leases | ( | ( | |||||||||
| Proceeds from insurance premium financing | |||||||||||
| Payments of insurance premium financing | ( | ( | |||||||||
| Payment for 2032 Exchangeable Notes capped call | ( | ||||||||||
| Transactions in connection with stock-based compensation plans, net | ( | ||||||||||
| Deferred financing costs and other, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | $ | ( | $ | ||||||||
| Net change in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental cash flow disclosures | |||||||||||
| Non-cash activities: | |||||||||||
| Accrued and unpaid capital expenditures | $ | $ | |||||||||
| Assets acquired or remeasured under operating and financing leases | |||||||||||
| Hydrogen plants acquired through Promissory Note issuance | |||||||||||
| Cash paid during the period for: | |||||||||||
Interest (net of capitalized interest of $ | $ | $ | |||||||||
| Income taxes | |||||||||||
See notes to condensed consolidated financial statements.
12
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
PBF Energy Inc. (“PBF Energy”) is the sole managing member of PBF Energy Company LLC (“PBF LLC”), with a controlling interest in PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries and records a noncontrolling interest in its Condensed Consolidated Financial Statements representing the economic interests of PBF LLC’s members other than PBF Energy (refer to “Note 7 - Equity”).
PBF Energy holds a 99.3 % economic interest in PBF LLC as of September 30, 2026 through its ownership of PBF LLC Series C Units, which are held solely by PBF Energy. Holders of PBF LLC Series A Units, which are held by parties other than PBF Energy (“the members of PBF LLC other than PBF Energy”), hold the remaining 0.7 % economic interest in PBF LLC. In addition, the amended and restated limited liability company agreement of PBF LLC provides that any PBF LLC Series A Units acquired by PBF Energy will automatically be reclassified as PBF LLC Series C Units in connection with such acquisition.
PBF LLC, together with its consolidated subsidiaries, owns and operates oil refineries and related facilities in North America. Additionally, PBF LLC, together with its subsidiaries, owns an interest in an equity method investment in St. Bernard Renewables LLC (“SBR”) that owns and operates a biorefinery co-located with the Chalmette refinery in Louisiana.
Collectively, PBF Energy and its consolidated subsidiaries, are referred to hereinafter as the “Company” unless the context otherwise requires.
Basis of Presentation
The unaudited condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, considered necessary for a fair presentation of the financial position and the results of operations and cash flows of the Company for the periods presented. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim Condensed Consolidated Financial Statements should be read in conjunction with the PBF Energy financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year.
Recently Issued Accounting Pronouncements
In May 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”), which establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the expected impact that the adoption of ASU 2026-02 will have on its Consolidated Financial Statements and related disclosures.
13
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which introduces new disclosure requirements aimed at enhancing the transparency of expense information presented in the financial statements. Specifically, it mandates that public business entities disaggregate certain expense captions presented on the face of the Consolidated Statements of Operations into specified natural expense categories within the notes to the financial statements. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments in this ASU prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements. While the Company does not anticipate that the adoption of this ASU will have a material impact on its Consolidated Financial Statements, it will result in additional disclosure requirements in the notes to its financial statements. The Company will continue to monitor any further guidance or interpretations by the FASB related to this ASU and will provide updates in future filings.
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on an agreement with Air Products West Coast Hydrogen LLC (“Air Products”) to acquire two hydrogen production plants located at the Torrance refinery (the “Hydrogen Plants Asset Purchase”) that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining Company LLC.
The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and a promissory note issued by PBF LLC and guaranteed by PBF Energy (the “Promissory Note”). The Promissory Note was issued on September 9, 2026, in connection with the transaction and was initially recorded as debt of approximately $341.1 million. Refer to “Note 4 - Credit Facilities and Debt” for further information.
As a result of the Hydrogen Plants Asset Purchase, the Company recognized property, plant and equipment associated with the acquired hydrogen production plants of approximately $388.4 million and derecognized the operating lease liability and related right-of-use asset associated with the hydrogen plants of approximately $139.7 million and $140.2 million, respectively.
Martinez Refinery Fire
On February 1, 2025, a fire occurred at the Company’s Martinez refinery, which is owned and operated by its subsidiary, Martinez Refining Company LLC (“MRC”), while the Martinez refinery was in the preliminary stages of its previously announced turnaround (the “Martinez refinery fire”). As a result, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez refinery began producing limited quantities of gasoline, jet fuel, and intermediates. Investigations regarding the Martinez refinery fire are being conducted by various regulatory agencies, including the California Department of Industrial Relations - the Division of Occupational Safety and Health, the Bay Area Air District, Contra Costa County, the Department of Justice (“DOJ”), the United States Attorney’s Office (“USAO”), and the Environmental Protection Agency (“EPA”). There are uncertainties around these inquiries and investigations and potential results and consequences, including whether any financial penalties will be assessed or changes to the operations of the Martinez refinery will result therefrom. At this time, the potential liabilities, including regulatory penalties, arising from the incident are unknown, and the full financial impact of this incident cannot reasonably be estimated.
The Martinez refinery returned to full operations in May 2026. All units affected by the Martinez refinery fire have returned to operational status and are operating at planned rates.
14
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company expects that the cost of repairs to the fire-damaged units and restoring the Martinez refinery to full operational status will be largely covered under its property insurance coverage, subject to the Company’s deductible and retentions totaling $30.0 million. The Company’s insurance policy also includes business interruption coverage, which contains a 60 -day waiting period. This coverage commenced on April 3, 2025. While the Company expects its insurance coverage will significantly offset the financial impact of the Martinez refinery fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact the Company’s results and its cash flow in a given reporting period. Any insurance proceeds attributable to property damage in excess of the recognized property loss is considered a gain contingency and will not be recognized until it is realizable.
During the nine months ended September 30, 2026, the Company received $356.5 No such proceeds were received during the three months ended September 30, 2026.
During the three months ended June 30, 2025, the Company received unallocated insurance proceeds totaling $250.0 million, net of deductibles and retentions. Although no cash was received during the three months ended September 30, 2025, the Company received notice that its insurers had agreed to pay a second unallocated installment of insurance proceeds totaling $250.0 million. This amount was included in Accounts receivable on the Condensed Consolidated Balance Sheets and was substantially collected at the beginning of the fourth quarter of 2025. As a result, for the three and nine months ended September 30, 2025, the Company recognized a Gain on insurance recoveries of $250.0 million and $439.0 million, respectively, on the Condensed Consolidated Statements of Operations. The nine-month amount was net of the $61.0 million receivable recorded at March 31, 2025.
Since the date of the Martinez refinery fire, the Company has received cumulative insurance proceeds, net of deductibles and retentions, of $1.25
In addition, during the nine months ended September 30, 2026, the Company incurred $34.2 million in operating expenses directly related to the fire response, recovery, and cleanup efforts, as well as certain costs associated with the restart of the Martinez refinery. No such expenses were incurred during the three months ended September 30, 2026, compared to $14.6 million and $123.1 million incurred during the three and nine months ended September 30, 2025, respectively. Certain of these expenses may be recoverable through the Company’s insurance claim process and will be recorded as a gain in the period in which receipt of the insurance proceeds is deemed probable.
Sale of Terminal Assets
On September 30, 2025, through a subsidiary of PBF Logistics LP (“PBFX”), the Company closed on the sale of two of its non-core refined product terminal facilities located in Philadelphia, PA and Knoxville, TN for $175.4 million, excluding commissions and customary closing costs. The sale resulted in a gain of approximately $94.0
15
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. INVENTORIES
Inventories consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Crude oil and feedstocks | $ | $ | ||||||||||||
| Refined products and blendstocks | ||||||||||||||
| Warehouse stock and other | ||||||||||||||
| Lower of cost or market adjustment | ( | |||||||||||||
| Total inventories | $ | $ | ||||||||||||
At September 30, 2026, the replacement cost of inventories exceeded their carrying value under the last-in, first-out (“LIFO”) method by approximately $1.6 billion. During the nine months ended September 30, 2026, the Company reversed the $313.0 million lower of cost or market (“LCM”) inventory reserve recorded at December 31, 2025, increasing income from operations by $313.0 million and resulting in no LCM inventory reserve at September 30, 2026.
An actual valuation of inventories valued under the LIFO method is made at the end of each year based on inventory levels and costs at that time. During the year ended December 31, 2025, the Company recorded a pre-tax charge related to a LIFO layer decrement of $5.4 million in the Refining segment, primarily associated with the Martinez refinery.
16
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. ACCRUED EXPENSES
Accrued expenses consisted of the following:
(in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Inventory-related accruals | $ | $ | |||||||||
Renewable energy credit and emissions obligations (a) | |||||||||||
| Accrued income tax payable | |||||||||||
| Excise and sales tax payable | |||||||||||
| Accrued transportation costs | |||||||||||
| Accrued salaries and benefits | |||||||||||
| Accrued purchases - SBR | |||||||||||
| Accrued capital expenditures | |||||||||||
| Accrued refinery maintenance and support costs | |||||||||||
| Accrued utilities | |||||||||||
| Accrued interest | |||||||||||
| Environmental liabilities | |||||||||||
| Other | |||||||||||
| Total accrued expenses | $ | $ | |||||||||
——————————
17
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. CREDIT FACILITIES AND DEBT
Debt outstanding consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Promissory Note | ||||||||||||||
| Revolving Credit Facility | ||||||||||||||
| Less — Current debt | ( | |||||||||||||
| Unamortized deferred financing costs | ( | ( | ||||||||||||
| Unamortized discount | ( | ( | ||||||||||||
| Long-term debt | $ | $ | ||||||||||||
(1) On October 26, 2026, the Company fully redeemed all of the $800.0 million in aggregate principal amount outstanding of its 2030 9.875% Senior Notes, including incurred but unpaid interest. Refer to “Note 15 - Subsequent Events” for more details.
2032 Exchangeable Notes
On September 17, 2026, PBF Holding Company LLC (“PBF Holding”), a subsidiary of PBF LLC, entered into an indenture (the “2032 Exchangeable Notes Indenture”) by and among PBF Holding and PBF Holding’s wholly owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”), PBF Energy, the guarantors named therein (collectively the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee, under which the Issuers issued $550.0 million in aggregate principal amount of 2032 Exchangeable Notes. The Issuers received net proceeds of approximately $533.2 million from the 2032 Exchangeable Notes offering, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Issuers used $27.7 million of the net proceeds to pay the cost of the capped call transactions described below and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
The 2032 Exchangeable Notes do not bear regular interest, and the principal amount of the 2032 Exchangeable Notes will not accrete. The Issuers will pay special interest, if any, at a rate per annum not exceeding 0.50 % under certain circumstances specified in the 2032 Exchangeable Notes Indenture. The 2032 Exchangeable Notes will mature on January 15, 2032, unless earlier exchanged, repurchased or redeemed.
The 2032 Exchangeable Notes are exchangeable by the holders thereof prior to October 15, 2031 under certain specified circumstances and, on or after October 15, 2031, may be exchanged at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial exchange rate is 10.3306 shares of PBF Energy Class A common stock per $1,000 principal amount of 2032 Exchangeable Notes, equivalent to an initial exchange price of approximately $96.80 per share of Class A common stock, which is subject to adjustment under certain circumstances. Upon exchange, the 2032 Exchangeable Notes will be settled in cash up to the aggregate principal amount of the notes being exchanged and, in respect of the Issuers’ exchange obligations in excess of the aggregate principal amount, if any, in cash, Class A common stock or a combination thereof, at the election of the Issuers.
18
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The 2032 Exchangeable Notes are not redeemable prior to January 20, 2030, except when the aggregate outstanding principal amount of the 2032 Exchangeable Notes is less than 10 % of the aggregate principal amount initially issued under the 2032 Exchangeable Notes Indenture. On or after January 20, 2030, and prior to the 31st scheduled trading day immediately preceding the maturity date, the 2032 Exchangeable Notes will be redeemable, in whole at the Issuers’ option, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130 % of the exchange price for a specified period of time and certain other conditions specified in the 2032 Exchangeable Notes Indenture are satisfied. If certain corporate events constituting a Fundamental Change (as defined in the 2032 Exchangeable Notes Indenture) occur, holders may require the Issuers to repurchase all or a portion of their 2032 Exchangeable Notes for cash at a repurchase price equal to 100 % of the principal amount of the 2032 Exchangeable Notes to be repurchased, plus accrued and unpaid special interest, if any.
The 2032 Exchangeable Notes Indenture contains customary covenants and events of default, including non-payment of principal or special interest when due. Upon such an event of default, the 2032 Exchangeable Notes may be declared immediately due and payable. The 2032 Exchangeable Notes Indenture also sets forth certain bankruptcy or insolvency events of default involving the Issuers and PBF Energy, after which the 2032 Exchangeable Notes become automatically due and payable.
The 2032 Exchangeable Notes are guaranteed on a senior unsecured basis by certain of PBF Holding’s subsidiaries. The 2032 Exchangeable Notes and the guarantees are senior unsecured obligations of the Issuers and the guarantors thereunder and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and the Issuers’ outstanding 2034 7.25% Senior Notes. The 2032 Exchangeable Notes and the guarantees are effectively subordinated to the Issuers’ and the Guarantors’ existing or future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ non-guarantor subsidiaries.
Registration Rights Agreement
In connection with the issuance and sale of the 2032 Exchangeable Notes, the Issuers and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the initial purchasers under which the Company agreed for the benefit of the holders of the 2032 Exchangeable Notes and the shares of Class A common stock, if any, issuable or deliverable upon the exchange of the 2032 Exchangeable Notes that it will, at its cost, file a shelf registration statement or a resale prospectus supplement to an effective shelf registration statement with the Securities Exchange Commission, covering resales of the shares of Class A common stock, if any, issuable or deliverable upon exchange of the 2032 Exchangeable Notes, on or prior to December 31, 2026.
If the Issuers do not fulfill certain of their obligations under the Registration Rights Agreement, the Issuers will be required to pay special interest to holders of the 2032 Exchangeable Notes, at a rate of 0.25 % per annum to and including the 90th day following such registration default, and 0.50 % per annum thereafter.
Capped Call Transactions
In connection with the issuance of the 2032 Exchangeable Notes, the Issuers and PBF Energy entered into capped call transactions with certain of the initial purchasers of the 2032 Exchangeable Notes or their respective affiliates and certain other financial institutions. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2032 Exchangeable Notes, the number of shares of Class A common stock initially underlying the 2032 Exchangeable Notes. The capped call transactions are expected generally to reduce potential dilution to the Class A common stock upon exchange of the 2032 Exchangeable Notes and/or offset certain cash payments the Issuers may be required to make in excess of the principal amount of exchanged 2032 Exchangeable Notes, in each case subject to a cap. The capped call transactions were recorded as a reduction to additional paid-in capital and will not be remeasured.
19
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The capped call transactions have an initial strike price of approximately $96.80 per share of Class A common stock, subject to certain adjustments, and an initial cap price of approximately $123.20 per share of Class A common stock, subject to certain adjustments under the terms of the capped call transactions. Conditions that cause adjustments to the initial cap price mirror conditions that result in corresponding adjustments in the exchange price for the 2032 Exchangeable Notes.
2030 7.875% Senior Notes
On September 24, 2026, PBF Holding redeemed all $500.0 million aggregate principal amount outstanding of its 2030 7.875% Senior Notes. The 2030 7.875% Senior Notes were redeemed at a price equal to 103.938 % of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The difference between the carrying value of the 2030 7.875% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $26.1 million and was recorded as a loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. The redemption was financed using proceeds from the issuance of the 2032 Exchangeable Notes and available cash.
2034 7.25% Senior Notes
On May 28, 2026, the Issuers and the subsidiary guarantors named therein entered into an indenture (the “2034 7.25% Senior Notes Indenture”) with Wilmington Trust, National Association, as Trustee and Deutsche Bank Trust Company Americas, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent, under which the Issuers issued $500.0 million in aggregate principal amount of 2034 7.25 % Senior Notes. The Issuers received net proceeds of $492.1 million from the offering after deducting the initial purchasers’ discount and offering expenses. The Issuers used the net proceeds and available cash to fully redeem the 2028 6.00 % Senior Notes, plus accrued and unpaid interest up to, but excluding, the redemption date of June 25, 2026.
The 2034 7.25% Senior Notes are guaranteed on a senior unsecured basis by certain of PBF Holding’s subsidiaries. The 2034 7.25% Senior Notes and the guarantees are senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness, including the Revolving Credit Facility and the Issuers’ outstanding 2032 Exchangeable Notes. The 2034 7.25% Senior Notes and the guarantees rank senior in right of payment to the Issuers’ and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment thereto. The 2034 7.25% Senior Notes and the guarantees are effectively subordinated to any of the Issuers’ and the Guarantors’ existing or future secured indebtedness (including the Revolving Credit Facility, as amended and restated from time to time) to the extent of the value of the collateral securing such indebtedness. The 2034 7.25% Senior Notes and the guarantees are structurally subordinated to any existing or future indebtedness and other obligations of the Issuers’ subsidiaries that do not guarantee the 2034 7.25% Senior Notes.
In addition, the 2034 7.25% Senior Notes contain customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on, among other things, the incurrence of additional indebtedness, equity issuances, payments, and engagement in certain transactions and investments. These covenants are subject to a number of important exceptions and qualifications. Many of these covenants will cease to apply or will be modified following a covenant termination event, including in the event the 2034 7.25% Senior Notes are rated investment grade.
20
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At any time prior to June 1, 2029, the Issuers may on any one or more occasions redeem up to 40 % of the aggregate principal amount of the 2034 7.25% Senior Notes in an amount not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 107.25 % of the principal amount of the 2034 7.25% Senior Notes, plus any accrued and unpaid interest through the date of redemption; provided that at least 60 % of the aggregate principal amount of the 2034 7.25% Senior Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption. On or after June 1, 2029, the Issuers may redeem all or part of the 2034 7.25% Senior Notes, in each case at the redemption prices described in the Indenture, together with any accrued and unpaid interest up to the date of redemption. In addition, prior to June 1, 2029, the Issuers may redeem all or part of the 2034 7.25% Senior Notes at a “make-whole” redemption price described in the Indenture, together with any accrued and unpaid interest up to the date of redemption.
Upon a change of control that results in a ratings decline, the Issuers will be required to make an offer to purchase the 2034 7.25% Senior Notes at a purchase price of 101 % of the principal amount of the 2034 7.25% Senior Notes on the date of purchase plus accrued interest. Prior to a covenant termination event, in connection with certain asset dispositions, the Issuers may be required to use the net cash proceeds of the asset disposition (subject to a right to reinvest such net cash proceeds) to make an offer to purchase the 2034 7.25% Senior Notes at a purchase price equal to 100 % of the principal amount of the 2034 7.25% Senior Notes, together with any accrued and unpaid interest up to the date of purchase.
2028 6.00% Senior Notes
On June 25, 2026, PBF Holding redeemed all $801.6 million aggregate principal amount outstanding of its 2028 6.00% Senior Notes. The 2028 6.00% Senior Notes were redeemed at a price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $2.2 million and was recorded as a loss on extinguishment of debt on the Condensed Consolidated Statements of Operations. The redemption was financed using proceeds from the issuance of the 2034 7.25% Senior Notes and available cash.
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding and certain of its wholly owned subsidiaries, as borrowers or subsidiary guarantors, entered into an amendment and restatement of its existing asset-based revolving credit agreement with Bank of America, National Association as administrative agent, and certain other lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement amended and restated the previously existing revolving credit agreement dated as of August 23, 2023 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through September 30, 2031, increased the maximum commitment from $3.5 billion to $4.0 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility. The interest rate on advances and the fees for letters of credit are generally consistent with those under the Prior Credit Agreement. The Revolving Credit Facility contains representations, warranties and covenants by PBF Holding and the other borrowers, as well as customary events of default and indemnification obligations that are consistent with those in the Prior Credit Agreement.
21
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Promissory Note
On September 9, 2026, in connection with the Hydrogen Plants Asset Purchase, PBF LLC issued a Promissory Note, guaranteed by PBF Energy, as partial consideration for the acquisition of two hydrogen production plants located at the Torrance refinery, which provides for periodic payments through April 2039. Refer to “Note 1 - Description of the Business and Basis of Presentation” for further information.
The Promissory Note was recorded as debt of approximately $341.1 million at closing. The initial carrying amount of the Promissory Note was measured at the net present value of the applicable payment obligations, discounted using a rate of approximately 6.94 %, which represented the Company’s incremental borrowing rate as of the closing date. The resulting discount is amortized to interest expense over the term of the Promissory Note using the effective interest method.
As of September 30, 2026, the Company is in compliance with all covenants, including financial covenants, in all its debt agreements.
22
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. RELATED PARTY TRANSACTIONS
Summary of Transactions with SBR
A summary of the Company’s related party transactions with SBR is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| Transactions under commercial agreements: | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||
| Purchases | ( | ( | ( | ( | ||||||||||||||||
| Reimbursements under related party agreements: | ||||||||||||||||||||
| Operating agreement | ||||||||||||||||||||
| Omnibus agreement | ||||||||||||||||||||
| Common asset use and servitude agreement | ||||||||||||||||||||
| Total lease expense under related party agreements | ( | |||||||||||||||||||
Total sales, consisting of refined product sales, and purchases, primarily related to environmental credit and hydrocarbon purchases, under the commercial agreements with SBR are included within Revenues and Cost of products and other, respectively, on the Company’s Condensed Consolidated Statements of Operations.
Additionally, the Condensed Consolidated Balance Sheets include $44.0 million and $100.0 million recorded within Accounts receivable and Accrued expenses, respectively, related to transactions with SBR as of September 30, 2026 ($44.1 million and $39.4 million, respectively, as of December 31, 2025).
SBR Loan
Contributions made to equity method investees at times are in the form of loan agreements. Loans provided to equity method investees that are made based on the Company’s proportionate ownership percentage are accounted for as “in-substance capital contributions” and are treated as an increase to the investment. Principal and interest payments received on loans treated as in-substance capital contributions are assessed under the cumulative earnings approach to determine if the distribution received represents a return on capital or a return of capital. Return on capital distributions are recorded as an operating cash flow whereas return of capital distributions are recorded as an investing cash flow.
SBR Term Loan
PBF Holding has agreed to provide a limited guaranty in connection with a $100.0 million term loan originally entered into by SBR and its wholly owned subsidiary, SBR Marketing LLC, in April 2025 and amended in June 2026 (the “Term Loan”). Under the guaranty and subject to the terms and conditions set forth therein, PBF Holding is guaranteeing certain payment and performance obligations under the Term Loan, with the guaranty capped at 50 % of such obligations, commensurate with the Company’s 50 % equity interest in SBR. The Company currently believes that the likelihood of performance under this guaranty is remote.
23
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SBR Distributions
During the three and nine months ended September 30, 2026, the Company received a cash distribution of $20.0
In addition, during the three and nine months ended September 30, 2026, the Company received a non-cash distribution from SBR consisting of 3.8 1.00 3.8
24
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. COMMITMENTS AND CONTINGENCIES
In the ordinary conduct of the Company’s business, the Company is from time to time subject to lawsuits, investigations, and claims, including class action proceedings, mass tort actions, tort actions, environmental claims, and employee-related matters. The outcome of these matters cannot always be predicted accurately, but the Company accrues liabilities for these matters if the Company has determined that it is probable a loss has been incurred and the loss can be reasonably estimated. For such ongoing matters for which the Company has not recorded a liability but losses are reasonably possible, the Company is unable to estimate a range of possible losses at this time due to various reasons that may include but are not limited to, matters being in an early stage and not fully developed through pleadings, discovery or court proceedings, number of potential claimants being unknown or uncertainty regarding a number of different factors underlying the potential claims. However, the ultimate resolution of one or more of these contingencies could result in an adverse outcome that may have a material effect on the Company’s financial position, results of operations or cash flows.
Environmental Matters
The Company’s refineries, pipelines and related operations are subject to extensive and frequently changing federal, state and local laws and regulations, including, but not limited to, those relating to the discharge of materials into the environment or that otherwise relate to the protection of the environment (including in response to the potential impacts of climate change), waste management and the characteristics and the compositions of fuels. Compliance with existing and anticipated laws and regulations can increase the overall cost of operating the refineries, including remediation, operating costs, and capital costs to construct, maintain and upgrade equipment and facilities.
These laws and regulations raise potential exposure to future claims and lawsuits involving environmental and safety matters which could include soil and water contamination, air pollution, personal injury and property damage allegedly caused by substances which the Company manufactured, handled, used, released, or disposed of, transported, or that relate to pre-existing conditions for which the Company has assumed responsibility. The Company believes that its current operations are in compliance with existing environmental and safety requirements. However, there have been and will continue to be ongoing discussions about environmental and safety matters between the Company and federal, state, and local authorities, including notices of violations, citations, and other enforcement actions, some of which have resulted or may result in penalties, changes to operating procedures and capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, the Company anticipates that continuing capital investments and changes in operating procedures will be required for the foreseeable future to comply with existing and new requirements, as well as evolving interpretations and more strict enforcement of existing laws and regulations.
In connection with the acquisition of the Torrance refinery and related logistics assets, the Company assumed certain pre-existing environmental liabilities. The estimated costs related to these remediation obligations totaled approximately $108.7 million and $108.6 million as of September 30, 2026 and December 31, 2025, respectively, and related primarily to remediation obligations to address existing soil and groundwater contamination and the related monitoring and clean-up activities. Costs related to these obligations are reassessed periodically or when changes to the Company’s remediation approach are identified. The current portion of the environmental liability is recorded in Accrued expenses and the non-current portion is recorded in Other long-term liabilities.
The aggregate environmental liability reflected on the Company’s Condensed Consolidated Balance Sheets was $149.6 million and $150.8 million at September 30, 2026 and December 31, 2025, respectively, of which $139.4 million and $141.1 million, respectively, were classified as Other long-term liabilities. These liabilities include remediation and monitoring costs expected to be incurred over an extended period of time. Estimated liabilities could increase in the future when the results of ongoing investigations become known, are considered probable and can be reasonably estimated.
25
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tax Receivable Agreement
PBF Energy entered into a tax receivable agreement with the PBF LLC Series A and PBF LLC Series B unitholders (the “Tax Receivable Agreement”) that provides for the payment by PBF Energy to such persons of an amount equal to 85 % of the amount of the benefits, if any, that PBF Energy is deemed to realize as a result of (i) increases in tax basis, as described below, and (ii) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. For purposes of the Tax Receivable Agreement, the benefits deemed realized by PBF Energy will be computed by comparing the actual income tax liability of PBF Energy (calculated with certain assumptions) to the amount of such taxes that PBF Energy would have been required to pay had there been no increase to the tax basis of the assets of PBF LLC as a result of purchases or exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock and had PBF Energy not entered into the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless: (i) PBF Energy exercises its right to terminate the Tax Receivable Agreement, (ii) PBF Energy breaches any of its material obligations under the Tax Receivable Agreement or (iii) certain changes of control occur, in which case all obligations under the Tax Receivable Agreement will generally be accelerated and due as calculated under certain assumptions.
The payment obligations under the Tax Receivable Agreement are obligations of PBF Energy and not of any of its subsidiaries. In general, PBF Energy expects to obtain funding for these annual payments from PBF LLC, primarily through tax distributions, which PBF LLC makes on a pro-rata basis to its owners. Such owners include PBF Energy, which holds a 99.3
As of both September 30, 2026 and December 31, 2025, PBF Energy recognized a liability of $168.2 130.8 million, inclusive of $5.4 million of interest. These liabilities reflect the estimate of the undiscounted amounts that PBF Energy expects to pay under the agreement, net of the impact of any deferred tax asset valuation allowance recognized in accordance with the FASB, Accounting Standards Codification (“ASC”) 740, Income Taxes. As future taxable income is recognized, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.
Legal Matters
On November 24, 2022, the Martinez refinery, owned and operated by MRC, experienced a catalyst release. An investigation is being conducted by the DOJ, the USAO, and the EPA. The DOJ, the USAO, and the EPA are also investigating the Martinez refinery fire. There are uncertainties around these inquiries and investigations and potential results and consequences, including whether any financial penalties will be assessed or changes to the operations of the Martinez refinery will result therefrom. At this time, the potential liabilities, including regulatory penalties, arising from the incidents are unknown, and the full financial impact of these incidents cannot reasonably be estimated.
26
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. EQUITY
Noncontrolling Interest in PBF LLC
PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy’s equity interest in PBF LLC was approximately 99.3
PBF Energy consolidates the financial results of PBF LLC and its subsidiaries, and records a noncontrolling interest for the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Condensed Consolidated Statements of Operations includes the portion of net income or loss attributable to the economic interest in PBF Energy held by the members of PBF LLC other than PBF Energy. Noncontrolling interest on the Condensed Consolidated Balance Sheets reflects the portion of net assets of PBF Energy attributable to the members of PBF LLC other than PBF Energy.
The noncontrolling interest ownership percentages in PBF LLC as of December 31, 2025 and September 30, 2026 are calculated as follows:
| Holders of PBF LLC Series A Units | Outstanding Shares of PBF Energy Class A Common Stock | Total * | |||||||||||||||
| December 31, 2025 | |||||||||||||||||
| September 30, 2026 | |||||||||||||||||
——————————
* Assumes all of the holders of PBF LLC Series A Units exchange their PBF LLC Series A Units for shares of PBF Energy Class A common stock on a one
Noncontrolling Interest in PBF Holding
In connection with the acquisition of the Chalmette refinery, PBF Holding records noncontrolling interest in two subsidiaries of Chalmette Refining, L.L.C. (“Chalmette Refining”). PBF Holding, through Chalmette Refining, owns an 80
27
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Changes in Equity and Noncontrolling Interest
The following tables summarize the changes in equity for the controlling and noncontrolling interest of PBF Energy for the nine months ended September 30, 2026 and 2025, respectively:
| (in millions) | PBF Energy Inc. Equity | Noncontrolling Interest in PBF LLC | Noncontrolling Interest in PBF Holding | Total Equity | |||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
Comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Dividends and distributions | ( | ( | — | ( | |||||||||||||||||||||||||
| Stock-based compensation expense | — | — | |||||||||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | |||||||||||||||||||||||||||
| Exchanges of PBF Energy Company LLC Series A Units for PBF Energy Class A common stock | ( | — | |||||||||||||||||||||||||||
| Purchase of the 2032 Exchangeable Notes capped call, net of tax | ( | — | — | ( | |||||||||||||||||||||||||
| Treasury stock purchases | ( | — | — | ( | |||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||
| (in millions) | PBF Energy Inc. Equity | Noncontrolling Interest in PBF LLC | Noncontrolling Interest in PBF Holding | Total Equity | |||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Comprehensive income (loss) | ( | ( | — | ( | |||||||||||||||||||
| Dividends and distributions | ( | ( | — | ( | |||||||||||||||||||
| Stock-based compensation expense | — | — | |||||||||||||||||||||
| Transactions in connection with stock-based compensation plans | — | — | |||||||||||||||||||||
| Treasury stock purchases | ( | — | — | ( | |||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
28
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Treasury Stock
The Company’s Board of Directors has authorized the repurchase of PBF Energy Class A common stock (as amended from time to time, the “Repurchase Program”). The Repurchase Program allows for share repurchases of up to $1.75 billion and does not have an expiration date. During the three and nine months ended September 30, 2026 and 2025, the Company did not purchase any shares of PBF Energy Class A common stock under the Repurchase Program.
Treasury stock repurchases can be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which could be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depends on a variety of factors, including price, capital availability, legal requirements, and economic and market conditions. The Company is not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
The Company records PBF Energy Class A common stock surrendered to cover income tax withholdings for certain directors and employees and others pursuant to the vesting of certain awards under the Company’s equity-based compensation plans as treasury shares.
8. DIVIDENDS AND DISTRIBUTIONS
29
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. REVENUES
As described in “Note 13 - Segment Information”, the Company’s business consists of the Refining Segment and Logistics Segment. The following table provides information relating to the Company’s revenues for each product or group of similar products or services by segment for the periods presented.
| Three Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Refining Segment: | ||||||||||||||
| Gasoline and distillates | $ | $ | ||||||||||||
| Asphalt and blackoils | ||||||||||||||
| Feedstocks and other | ||||||||||||||
| Chemicals | ||||||||||||||
| Lubricants | ||||||||||||||
| Total Refining Revenue | ||||||||||||||
| Logistics Segment: | ||||||||||||||
| Logistics Revenue | ||||||||||||||
| Total revenue prior to eliminations | ||||||||||||||
| Elimination of intercompany revenue | ( | ( | ||||||||||||
| Total Revenues | $ | $ | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Refining Segment: | ||||||||||||||
| Gasoline and distillates | $ | $ | ||||||||||||
| Asphalt and blackoils | ||||||||||||||
| Feedstocks and other | ||||||||||||||
| Chemicals | ||||||||||||||
| Lubricants | ||||||||||||||
| Total Refining Revenue | ||||||||||||||
| Logistics Segment: | ||||||||||||||
| Logistics Revenue | ||||||||||||||
| Total revenue prior to eliminations | ||||||||||||||
| Elimination of intercompany revenue | ( | ( | ||||||||||||
| Total Revenues | $ | $ | ||||||||||||
The majority of the Company’s revenues are generated from the sale of refined products. These revenues are largely based on the current spot (market) prices of the products sold, which represent consideration specifically allocable to the products being sold on a given day, and the Company recognizes those revenues upon delivery and transfer of title to the products to the Company’s customers. The time at which delivery and transfer of title occurs is the point when the Company’s control of the products is transferred to the Company’s customers and when its performance obligation to its customers is fulfilled. Delivery and transfer of title are specifically agreed to between the Company and customers within the contracts. The Company also has contracts which contain fixed pricing, tiered pricing, minimum volume features with makeup periods, or other factors that have not materially been affected by ASC 606, Revenue from Contracts with Customers.
The Company’s Logistics segment revenues are generated by charging fees for crude oil and refined products terminaling, storage and pipeline services based on the greater of contractual minimum volume commitments, as applicable, or the delivery of actual volumes based on contractual rates applied to throughput or storage volumes. A majority of the Company’s logistics revenues are generated by intercompany transactions and are eliminated in consolidation.
30
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. INCOME TAXES
PBF Energy is required to file federal and applicable state corporate income tax returns and recognizes income taxes on its pre-tax income (loss), which to-date has consisted primarily of its share of PBF LLC’s pre-tax income (loss) (approximately 99.3 two subsidiaries acquired in connection with the acquisition of Chalmette Refining and PBF Holding’s wholly owned Canadian subsidiary, PBF Energy Limited, that are treated as C-Corporations for income tax purposes, with the tax provision calculated based on the effective tax rate for the periods presented.
The income tax provision in the PBF Energy Condensed Consolidated Statements of Operations consists of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Current income tax expense | $ | $ | $ | $ | |||||||||||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||||||||||||||
| Total income tax expense (benefit) | $ | $ | $ | $ | ( | ||||||||||||||||||
The income tax provision is based on earnings before taxes attributable to PBF Energy and excludes earnings before taxes attributable to noncontrolling interest as such interests are generally not subject to income taxes except as noted above. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2026 was 24.8 % and 25.0 %, respectively. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2025 was 27.4 % and 25.9 %, respectively.
PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2026, including the impact of income attributable to noncontrolling interest of $14.0 million and $24.5 million, respectively, was 24.6 % and 24.8 %, respectively. PBF Energy’s effective income tax rate for the three and nine months ended September 30, 2025, including the impact of income (loss) attributable to noncontrolling interest of $1.6 million and $(2.7 ) million, respectively, was 27.2 % and 25.7 %, respectively.
For the three and nine months ended September 30, 2026, PBF Energy’s effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes. For the three and nine months ended September 30, 2025, PBF Energy’s effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes.
The Company has determined there are no material uncertain tax positions as of September 30, 2026. The Company does not have any unrecognized tax benefits.
One Big Beautiful Bill Act
31
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. FAIR VALUE MEASUREMENTS
The tables below present information about the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis and indicate the fair value hierarchy of the inputs utilized to determine the fair values as of September 30, 2026 and December 31, 2025.
The Company has elected to offset the fair value amounts recognized for multiple derivative contracts executed with the same counterparty; however, fair value amounts by hierarchy level are presented on a gross basis in the tables below. The Company may be required to post margin collateral or reclaim cash collateral from derivative counterparties based on contractual terms. At September 30, 2026 and December 31, 2025, the Company had the right to receive cash collateral posted against its derivative positions of $7.6 million and $5.7 million, respectively. Cash collateral related to derivative contracts is recorded net on the Condensed Consolidated Balance Sheets. The Company has no derivative contracts that are subject to master netting arrangements that are reflected gross on the Condensed Consolidated Balance Sheets.
| As of September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Total Gross Fair Value | Effect of Counter-party Netting | Net Carrying Value on Balance Sheet | ||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | N/A | $ | |||||||||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||||||||||||||
| Renewable energy credit and emissions obligations | |||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Total Gross Fair Value | Effect of Counter-party Netting | Net Carrying Value on Balance Sheet | ||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | N/A | $ | |||||||||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Commodity contracts | ( | ||||||||||||||||||||||||||||||||||
| Renewable energy credit and emissions obligations | |||||||||||||||||||||||||||||||||||
32
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The valuation methods used to measure financial instruments at fair value are as follows:
•Money market funds categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted market prices and included within Cash and cash equivalents.
•The commodity contracts categorized in Level 1 of the fair value hierarchy are measured at fair value based on quoted prices in an active market. The commodity contracts categorized in Level 2 of the fair value hierarchy are measured at fair value using a market approach based upon future commodity prices for similar instruments quoted in active markets.
•Renewable energy credit and emissions obligations primarily represent the Company’s liability for the purchase of (i) biofuel credits (primarily RINs in the United States) needed to satisfy its obligation to blend biofuels into the products the Company produces and (ii) emission credits under the AB 32 and similar programs (collectively, the “cap-and-trade systems”). To the degree the Company is unable to blend biofuels (such as ethanol and biodiesel) at percentages required under the biofuel programs, it must purchase biofuel credits to comply with these programs. Under the cap-and-trade systems, it must purchase emission credits to comply with these systems. The liability for environmental credits is in part based on the Company’s deficit for such credits as of the balance sheet date, if any, after considering any credits acquired, and is equal to the product of the credits deficit and the market price of these credits as of the balance sheet date. To the extent that the Company has a better estimate of the cost at which it settles its obligation, such as agreements to purchase RINs or cap-and-trade credits at prices other than the current spot price, the Company considers those costs in valuing the remaining obligation. The environmental credit obligations are categorized in Level 2 of the fair value hierarchy and are measured at fair value using a market approach based on quoted prices from an independent pricing service.
•When applicable, commodity contracts categorized in Level 3 of the fair value hierarchy consist of commodity price swap and/or option contracts that relate to forecasted purchases of various commodities for which quoted forward market prices are not readily available. The forward prices used to value these swaps and/or options are derived using broker quotes, prices from other third-party sources, and other available market based data.
Non-qualified pension plan assets are measured at fair value using a market approach based on published net asset values of mutual funds as a practical expedient. As of September 30, 2026 and December 31, 2025, $19.1 million and $18.6 million, respectively, were included within Deferred charges and other assets, net for these non-qualified pension plan assets.
The table below summarizes the changes in fair value measurements categorized in Level 3 of the fair value hierarchy, which primarily relates to the change in unrealized earnings related to options for the three and nine months ended September 30, 2026:
| (in millions) | Level 3 Commodity Contracts | ||||
| Balance at beginning of period | $ | ||||
| Unrealized loss included in earnings | |||||
| Balance at end of period | $ | ||||
There were no
33
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Fair value of debt
The table below summarizes the carrying value and fair value of debt as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Carrying value | Fair value | Carrying value | Fair value | |||||||||||||||||||
2030 9.875% Senior Notes (a) (b) | $ | $ | $ | $ | |||||||||||||||||||
2032 Exchangeable Notes (a) | |||||||||||||||||||||||
2034 7.25% Senior Notes (a) | |||||||||||||||||||||||
2030 7.875% Senior Notes (a) (b) | |||||||||||||||||||||||
2028 6.00% Senior Notes (a) (b) | |||||||||||||||||||||||
Promissory Note (c) | |||||||||||||||||||||||
Revolving Credit Facility (d) | |||||||||||||||||||||||
| Less - Current debt | ( | ( | |||||||||||||||||||||
| Less - Unamortized deferred financing costs | ( | N/A | ( | N/A | |||||||||||||||||||
| Unamortized discount | ( | N/A | ( | N/A | |||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | |||||||||||||||||||
(a) The estimated fair value, categorized as a Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on quoted prices of the outstanding senior notes.
(b) As discussed in “Note 4 - Credit Facilities and Debt”, the 2028 6.00% Senior Notes and the 2030 7.875% Senior Notes were fully redeemed as of September 30, 2026. Additionally, the 2030 9.875% Senior Notes were redeemed on October 26, 2026 .
(c) The estimated fair value, categorized as Level 2 measurement, was calculated based on the present value of future expected payments utilizing implied current market interest rates based on the Company’s incremental borrowing rate.
34
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. DERIVATIVES
The Company uses derivative instruments to mitigate certain exposures to commodity price risk. The Company primarily enters into economic hedges mainly consisting of commodity derivative contracts that are not designated as hedges and are used to manage price volatility in certain crude oil and feedstock inventories as well as crude oil, feedstock, and refined product sales or purchases. As of September 30, 2026, there were 26,686,000 barrels of crude oil and 12,431,860 barrels of refined products (5,889,000 and 4,037,000 , respectively, as of December 31, 2025), outstanding under short and long term commodity derivative contracts not designated as hedges representing the notional value of the contracts.
The Company also uses derivative instruments to mitigate the risk associated with the price of credits needed to comply with various governmental and regulatory environmental compliance programs. For such contracts that represent derivatives, the Company elects the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, and therefore does not record them at fair value.
The following tables provide information regarding the fair values of derivative instruments as of September 30, 2026 and December 31, 2025, and the line items on the Condensed Consolidated Balance Sheets in which fair values are reflected.
Description | Balance Sheet Location | Fair Value Asset/(Liability) | ||||||
| (in millions) | ||||||||
Derivatives not designated as hedging instruments: | ||||||||
| September 30, 2026: | ||||||||
| Commodity contracts | Accounts receivable | $ | ||||||
| Commodity contracts | Accounts payable | $ | ( | |||||
| December 31, 2025: | ||||||||
| Commodity contracts | Accounts receivable | $ | ||||||
The following table provides information regarding gains or losses recognized in income on derivative instruments and the line items on the Condensed Consolidated Statements of Operations in which such gains and losses are reflected.
| Description | Location of Gain or (Loss) Recognized in Income on Derivatives | Gain or (Loss) Recognized in Income on Derivatives | ||||||
| (in millions) | ||||||||
| Derivatives not designated as hedging instruments: | ||||||||
| For the three months ended September 30, 2026: | ||||||||
| Commodity contracts | $ | ( | ||||||
| For the three months ended September 30, 2025: | ||||||||
| Commodity contracts | $ | ( | ||||||
| For the nine months ended September 30, 2026: | ||||||||
| Commodity contracts | $ | ( | ||||||
| For the nine months ended September 30, 2025: | ||||||||
| Commodity contracts | $ | |||||||
35
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. SEGMENT INFORMATION
The Company’s operations are organized into two reportable segments, Refining and Logistics. Operations that are not included in the Refining or Logistics segments, including the Company’s share of SBR’s results, are included in Corporate. Intersegment transactions are eliminated on the Condensed Consolidated Financial Statements and are included in the Eliminations column below.
The Company’s chief operating decision maker is the chief executive officer, who evaluates the performance of the reportable segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the reporting segments.
Refining
The Company’s Refining segment includes the operations of its six refineries, including certain related logistics assets that are not owned by PBFX. The Company’s refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. The refineries produce unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States. The Company purchases crude oil, other feedstocks and blending components from various third-party suppliers. The Company sells products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada, and Mexico, and is able to ship products to other international destinations.
Logistics
The Company’s Logistics segment is comprised of PBFX, a partnership formed to own or lease, operate, develop, and acquire crude oil and refined products terminals, pipelines, storage facilities, and similar logistics assets. PBFX’s assets primarily consist of rail and truck terminals and unloading racks, tank farms and pipelines that were acquired from or contributed by PBF LLC and are located at, or nearby, the Company’s 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 revenues and intersegment related-party revenues are eliminated in consolidation. From a PBF Energy perspective, the Company’s chief operating decision maker evaluates the Logistics segment as a whole without regard to any of PBFX’s individual operating segments.
The Company evaluates the performance of its segments based primarily on income from operations. Income from operations includes those revenues and expenses that are directly attributable to management of the respective segment. The Logistics segment’s revenues include intersegment transactions with the Company’s Refining segment at prices the Company believes are substantially equivalent to the prices that could have been negotiated with unaffiliated parties with respect to similar services.
Activities of the Company’s business that are not included in the two operating segments are included in Corporate. Such activities consist primarily of corporate staff operations and other items that are not specific to the normal operations of the two operating segments. The Company does not allocate non-operating income and expense items, including income taxes, to the individual segments. The Refining segment’s operating subsidiaries and PBFX are primarily pass-through entities with respect to income taxes.
Total assets of each segment consist of property, plant and equipment, inventories, cash and cash equivalents, accounts receivable and other assets directly associated with the segment’s operations. Corporate assets consist primarily of the Company’s equity method investment in SBR, non-operating property, plant and equipment and other assets not directly related to the Company’s refinery and logistics operations.
Disclosures regarding the Company’s reportable segments with reconciliations to consolidated totals for the three and nine months ended September 30, 2026 and 2025 are presented below.
36
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| (in millions) | Refining | Logistics | Corporate | Eliminations | Consolidated Total | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Cost of products and other | ( | ||||||||||||||||||||||||||||
| Operating expenses (income) | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
Other segment expenses, net (1) | |||||||||||||||||||||||||||||
Income (loss) from operations | ( | ||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||||||||||||||
Capital expenditures (2) (3) | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Refining | Logistics | Corporate | Eliminations | Consolidated Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Cost of products and other | ( | ||||||||||||||||||||||||||||
| Operating expenses (income) | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
Other segment (income) expenses, net (1) | ( | ( | ( | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||||||||||||||
Capital expenditures (3) | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Refining | Logistics | Corporate | Eliminations | Consolidated Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Cost of products and other | ( | ||||||||||||||||||||||||||||
| Operating expenses (income) | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
Other segment (income) expenses, net (1) | ( | ( | |||||||||||||||||||||||||||
Income (loss) from operations | ( | ||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||||||||||||||
Capital expenditures (2) (3) | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Refining | Logistics | Corporate | Eliminations | Consolidated Total | |||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Cost of products and other | ( | ||||||||||||||||||||||||||||
| Operating expenses (income) | ( | ||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||
Other segment (income) expenses, net (1) | ( | ( | ( | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ( | |||||||||||||||||||||||||||
Capital expenditures (3) | |||||||||||||||||||||||||||||
37
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Balance at September 30, 2026 | |||||||||||||||||||||||||||||
| Refining | Logistics | Corporate | Eliminations | Consolidated Total | |||||||||||||||||||||||||
Total assets (4) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
Balance at December 31, 2025 | |||||||||||||||||||||||||||||
| Refining | Logistics | Corporate | Eliminations | Consolidated Total | |||||||||||||||||||||||||
Total assets (4) | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
(1) 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.
(2) For both the three and nine months ended September 30, 2026, the Company’s refining segment Capital expenditures exclude $46.5
(3) 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.
(4) 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 .
38
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. NET INCOME PER SHARE
The Company grants certain equity-based compensation awards to employees and non-employee directors that are considered to be participating securities. Due to the presence of participating securities, the Company has calculated net income (loss) per share of PBF Energy Class A common stock using the two-class method.
The dilutive effect of the 2032 Exchangeable Notes is calculated using the if-converted method. For purposes of this calculation, the 2032 Exchangeable Notes are assumed to be exchanged at the beginning of the reporting period, or at issuance if later, and the resulting shares are included in diluted net income (loss) per share to the extent dilutive. As the principal amount of the 2032 Exchangeable Notes must be settled in cash upon exchange, only any exchange value in excess of principal may be settled at the Issuers’ option in shares of the Company’s Class A common stock. Accordingly, the 2032 Exchangeable Notes would result in incremental shares in the diluted earnings per share calculation only when the market price of the Company’s Class A common stock exceeds the applicable exchange price, subject to the anti-dilution provisions of ASC 260, Earnings Per Share. The 2032 Exchangeable Notes had no dilutive impact on earnings per share for the three and nine months ended September 30, 2026.
The following table sets forth the computation of basic and diluted net income (loss) per share of PBF Energy Class A common stock attributable to PBF Energy for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except share and per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Basic Earnings Per Share: | |||||||||||||||||||||||
Allocation of earnings: | |||||||||||||||||||||||
Net income (loss) attributable to PBF Energy Inc. stockholders | $ | $ | $ | $ | ( | ||||||||||||||||||
Less: Income allocated to participating securities | |||||||||||||||||||||||
Income (loss) available to PBF Energy Inc. stockholders - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
Denominator for basic net income (loss) per PBF Energy Class A common share - weighted average shares | |||||||||||||||||||||||
Basic net income (loss) attributable to PBF Energy per Class A common share | $ | $ | $ | $ | ( | ||||||||||||||||||
Diluted Earnings Per Share: | |||||||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Income (loss) available to PBF Energy Inc. stockholders - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
Add: Net income (loss) attributable to noncontrolling interest (1) | ( | ||||||||||||||||||||||
Less: Income tax (expense) benefit on net income (loss) attributable to noncontrolling interest (1) | ( | ( | ( | ||||||||||||||||||||
Numerator for diluted net income (loss) per PBF Energy Class A common share - net income (loss) attributable to PBF Energy Inc. stockholders (1) | $ | $ | $ | $ | ( | ||||||||||||||||||
Denominator: (1) | |||||||||||||||||||||||
Denominator for basic net income (loss) per PBF Energy Class A common share-weighted average shares | |||||||||||||||||||||||
Effect of dilutive securities: (2)(3) | |||||||||||||||||||||||
Conversion of PBF LLC Series A Units | |||||||||||||||||||||||
Common stock equivalents | |||||||||||||||||||||||
Denominator for diluted net income (loss) per PBF Energy Class A common share-adjusted weighted average shares | |||||||||||||||||||||||
Diluted net income (loss) attributable to PBF Energy Inc. stockholders per PBF Energy Class A common share | $ | $ | $ | $ | ( | ||||||||||||||||||
___________________________________________
39
PBF ENERGY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The diluted earnings per share calculation generally assumes the conversion of all outstanding PBF LLC Series A Units to PBF Energy Class A common stock. The net income (loss) attributable to PBF Energy used in the numerator of the diluted earnings per share calculation is adjusted to reflect the net income (loss), as well as the corresponding income tax expense (benefit) (based on a 26.0
(2) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of 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). Common stock equivalents exclude the effects of performance share units, options, and warrants to purchase 59,543 3,635,550 and 6,857,076 shares for the three and nine months ended September 30, 2025). For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.
(3) No incremental shares attributable to the 2032 Exchangeable Notes were included in diluted weighted-average shares outstanding because the market price of the Company’s 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.
15. SUBSEQUENT EVENTS
Dividend Declared
On October 29, 2026, PBF Energy announced a dividend of $0.325 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 24, 2026 to PBF Energy Class A common stockholders of record at the close of business on November 12, 2026.
Redemption of 2030 9.875% Senior Notes
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Energy included in the Annual Report on Form 10-K for the year ended December 31, 2025 and the unaudited financial statements and related notes included in this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Note Regarding Forward-Looking Statements.”
Unless the context indicates otherwise, the terms “we,” “us,” and “our” refer to PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and its subsidiaries and PBFX and its subsidiaries, and our 50% interest in SBR.
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Overview
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States. We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico and are able to ship products to other international destinations. We own and operate six domestic oil refineries and related assets and own a 50% interest in the Renewable Diesel Facility through our SBR equity method investment. Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 barrels per day (“bpd”), and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. We operate in two reportable business segments: Refining and Logistics. Our six oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment.
Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. Each refinery is briefly described in the table below:
| Refinery | Region | Nelson Complexity Index (1) | Throughput Capacity (in bpd) (1) | PADD | Crude Processed (2) | Source (2) | ||||||||||||||
| Delaware City | East Coast | 13.6 | 180,000 | 1 | light sweet through heavy sour | water, rail | ||||||||||||||
| Paulsboro | East Coast | 9.1 (3) | 155,000 (3) | 1 | light sweet through heavy sour | water | ||||||||||||||
| Toledo | Mid-Continent | 11.0 | 180,000 | 2 | light sweet | pipeline, truck, rail | ||||||||||||||
| Chalmette | Gulf Coast | 13.0 | 185,000 | 3 | light sweet through heavy sour | water, pipeline | ||||||||||||||
| Torrance | West Coast | 13.8 | 166,000 | 5 | medium and heavy | pipeline, water, truck | ||||||||||||||
| Martinez | West Coast | 16.1 | 157,000 | 5 | medium and heavy | water | ||||||||||||||
(1) Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions, in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated periodically and updated accordingly.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments.
(3) At full operating capacity and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.
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As of September 30, 2026, PBF Energy owned 121,346,364 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 828,043 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in us (99.3% and 0.7% as of December 31, 2025, respectively).
Recent Developments
Redemption of 2030 9.875% Senior Notes
On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 9.875% senior unsecured notes due 2030 (“2030 9.875% Senior Notes”) at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand.
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding amended and restated its existing asset-based revolving credit agreement (the “Revolving Credit Agreement”), extending the maturity of the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) through September 30, 2031 and increasing the maximum commitment from $3.5 billion to $4.0 billion. Refer to “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.
2032 0.00% Exchangeable Notes and Redemption of 2030 7.875% Senior Notes
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 0.00% exchangeable unsecured senior notes due 2032 (the “2032 Exchangeable Notes”). The proceeds from the offering, together with available cash, were used in part to redeem all $500.0 million of PBF Holding’s outstanding 7.875% senior unsecured notes due 2030 (the “2030 7.875% Senior Notes”). Refer to “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on an agreement with Air Products West Coast Hydrogen LLC (“Air Products”) to acquire two hydrogen production plants located at the Torrance refinery (the “Hydrogen Plants Asset Purchase”) that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining Company LLC (“Torrance Refining”). Refer to “Note 1 - Description of the Business and Basis of Presentation”, “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.
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Factors Affecting Comparability Between Periods
Our results have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
Debt and Credit Facilities
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding entered into an amendment and restatement of the Revolving Credit Agreement, which amended and restated the previously existing revolving credit agreement dated as of August 23, 2023 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the maturity of the Revolving Credit Facility through September 30, 2031, increased the maximum commitment from $3.5 billion to $4.0 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility. The interest rate on advances and the fees for letters of credit are generally consistent with those under the Prior Credit Agreement. There were no outstanding borrowings under the Revolving Credit Facility as of September 30, 2026, compared with $100.0 million as of December 31, 2025.
Senior Notes
2032 Exchangeable Notes
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of the 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in “Note 4 - Credit Facilities and Debt”, and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
2030 7.875% Senior Notes
On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date of September 24, 2026. The aggregate redemption price of the 2030 7.875% Senior Notes was approximately $519.7 million, plus accrued and unpaid interest. The difference between the carrying value of the 2030 7.875% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $26.1 million and was recorded as a loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.
2034 7.25% Senior Notes
On May 28, 2026, PBF Holding issued $500.0 million aggregate principal amount of the 7.25% senior unsecured notes due 2034 (the “2034 7.25% Senior Notes”). Net proceeds from the offering were $492.1 million after deducting the initial purchasers’ discount and offering expenses. PBF Holding used the net proceeds from the offering and available cash to fully redeem the 6.00% senior unsecured notes due 2028 (the “2028 6.00% Senior Notes”), plus accrued and unpaid interest.
44
2028 6.00% Senior Notes
On June 25, 2026, PBF Holding redeemed all of the outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million, plus accrued and unpaid interest. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $2.2 million and was recorded as a Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations.
2030 9.875% Senior Notes
On March 17, 2025, PBF Holding issued $800.0 million aggregate principal amount of the 2030 9.875% Senior Notes. Net proceeds from the offering were $776.0 million after deducting the initial purchasers’ discount and offering expenses. PBF Holding used the net proceeds from the offering to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.
Refer to “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.
Assets Sales and Acquisitions
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.
The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and a promissory note issued by PBF LLC and guaranteed by us (the “Promissory Note”). The Promissory Note was issued on September 9, 2026, and was initially recorded as debt of approximately $341.1 million. Refer to “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.
As a result of the Hydrogen Plants Asset Purchase, we recognized property, plant and equipment associated with the acquired hydrogen production plants of approximately $388.4 million and derecognized the operating lease liability and related right-of-use asset associated with the hydrogen plants of approximately $139.7 million and $140.2 million, respectively.
Sale of Terminal Assets
On September 30, 2025, through a subsidiary of PBFX, we closed on the sale of two of our non-core refined product terminal facilities located in Philadelphia, PA and Knoxville, TN for $175.4 million, excluding commissions and customary closing costs. The sale resulted in a gain of approximately $94.0 million in the three and nine months ended September 30, 2025, included in Gain on sale of assets on the Condensed Consolidated Statements of Operations.
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Martinez Refinery Fire
The Martinez refinery fire occurred on February 1, 2025. As a result, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez refinery began producing limited quantities of gasoline, jet fuel, and intermediates. Investigations regarding the Martinez refinery fire by various regulatory agencies are ongoing. Following the completion of construction activities, the Martinez refinery returned to full operations in May 2026. All units affected by the Martinez refinery fire have returned to operational status and are operating at planned rates.
We expect that the cost of repairs to the fire-damaged units and restoring the Martinez refinery to full operational status will be largely covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the Martinez refinery fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given reporting period.
Anticipated costs and insurance recoveries related to the Martinez refinery fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain. During the nine months ended September 30, 2026, we received $356.5 million of unallocated insurance proceeds, which were recognized as a Gain on insurance recoveries on the Condensed Consolidated Statements of Operations. No such proceeds were received during the three months ended September 30, 2026.
During the three months ended June 30, 2025, we received unallocated insurance proceeds totaling $250.0 million, net of deductibles and retentions. Although no cash was received during the three months ended September 30, 2025, we received notice that our insurers had agreed to pay a second unallocated installment of insurance proceeds totaling $250.0 million. This amount was included in Accounts receivable on the Condensed Consolidated Balance Sheets and was substantially collected at the beginning of the fourth quarter of 2025. As a result, for the three and nine months ended September 30, 2025, we recognized a Gain on insurance recoveries of $250.0 million and $439.0 million, respectively, on the Condensed Consolidated Statements of Operations. The nine-month amount was net of the $61.0 million receivable recorded at March 31, 2025.
In addition, during the nine months ended September 30, 2026, we incurred $34.2 million in operating expenses associated with the Martinez refinery fire. No such expenses were incurred during the three months ended September 30, 2026, compared to $14.6 million and $123.1 million incurred during the three and nine months ended September 30, 2025, respectively.
Costs Related to RBI Initiative
During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to generate incremental value across our business. For the three and nine months ended September 30, 2026, we recognized $11.0 million and $29.6 million, respectively, of expenses related to this initiative, compared to $7.9 million and $21.5 million, respectively, during the three and nine months ended September 30, 2025. These charges are included in General and administrative expenses on the Condensed Consolidated Statements of Operations.
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Geopolitical Conflicts
Recent hostilities involving the United States, Israel, the Gulf States, and Iran have disrupted global energy markets and trade flows, contributing to increased volatility in crude oil and refined product prices. Actions affecting regional shipping routes, including through the Strait of Hormuz, and impacts to certain Middle Eastern energy infrastructure have led to higher freight costs, longer transit times and supply chain disruptions. These conditions have supported higher global refining margins and increased demand for U.S. refined products during the period, while also resulting in higher and more volatile crude oil prices, increased feedstock costs, surging shipping and freight costs, and elevated working capital requirements. The net impact on our results of operations has varied based on the timing and magnitude of changes in crude oil prices and refined product margins. The extent to which these conditions will continue remains uncertain and dependent on future developments, including the duration and scope of the conflict, potential further disruptions to supply or transit routes and the response of global markets. We continue to monitor the situation and adjust our operations as appropriate.
Transactions with SBR
We and our subsidiaries have various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to “Note 5 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for details on transactions with SBR.
Tax Receivable Agreement
As of both September 30, 2026 and December 31, 2025, PBF Energy recognized a liability for the Tax Receivable Agreement of $168.2 million, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. In January 2025, we made payments under the Tax Receivable Agreement related to the 2023 tax year totaling $130.8 million, inclusive of $5.4 million of interest.
47
Results of Operations
The tables below reflect our consolidated financial and operating highlights for the three and nine months ended September 30, 2026 and 2025 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and, excluding the assets operated by PBFX, represent the Refining segment. PBFX is an indirect wholly owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.
| Three Months Ended September 30, | Nine Months Ended 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) | |||||||||||||||
| Consolidated gross margin | $ | 2,170.7 | $ | 39.2 | $ | 3,596.0 | $ | (439.0) | |||||||||||||||
Gross refining margin (1) | $ | 2,937.5 | $ | 721.1 | $ | 5,863.8 | $ | 1,752.9 | |||||||||||||||
| 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) | |||||||||||||||
(1) See Non-GAAP Financial Measures.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Operating Highlights | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Key Operating Information | |||||||||||||||||||||||
| Production (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 (1) | $ | 34.56 | $ | 9.00 | $ | 22.96 | $ | 7.89 | |||||||||||||||
| Refining operating expense, per barrel of throughput | $ | 7.80 | $ | 7.35 | $ | 8.15 | $ | 8.56 | |||||||||||||||
Crude and feedstocks (% of total throughput) (2) | |||||||||||||||||||||||
| 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. | |||||||||||||||||||||||
_________________________________________
(1) See Non-GAAP Financial Measures.
(2) We define heavy crude oil as crude oil with American Petroleum Institute (“API”) gravity of less than 24 degrees. We define medium crude oil as crude oil with an API gravity between 24 and 35 degrees. We define light crude oil as crude oil with an API gravity higher than 35 degrees.
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The table below summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (dollars per barrel, except as noted) | 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 | |||||||||||||||
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Overview— PBF Energy net income was $1,543.3 million for the three months ended September 30, 2026 compared to net income of $171.7 million for the three months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $1,529.3 million, or $12.54 per diluted share, for the three months ended September 30, 2026, ($12.54 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $12.78 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy stockholders of $170.1 million, or $1.45 per diluted share, for the three months ended September 30, 2025 ($1.45 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $(0.52) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax expense (benefit). PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended September 30, 2026 and 2025.
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Our results for the three months ended September 30, 2026 were negatively impacted by special items consisting of costs related to the RBI initiative of approximately $11.0 million, or $8.2 million net of tax, and a loss on extinguishment of debt of $28.0 million, or $20.7 million net of tax, 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. Our results for the three months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $250.0 million, or $185.0 million net of tax, and a gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $14.6 million, or $10.8 million net of tax, our share of the adjustment to the SBR lower of cost or market (“SBR LCM”) inventory reserve of $8.5 million, or $6.3 million net of tax, and costs related to the RBI initiative of approximately $7.9 million, or $5.8 million net of tax.
Excluding the impact of special items, our results for the three months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.
Revenues— Revenues totaled $12.1 billion for the three months ended September 30, 2026 compared to $7.7 billion for the three months ended September 30, 2025, an increase of approximately $4.4 billion, or 57.1%. Revenues per barrel were $134.11 and $81.39 for the three months ended September 30, 2026 and 2025, respectively, an increase of 64.8% directly related to higher hydrocarbon commodity prices. For the three months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 293,800 bpd, 156,400 bpd, 180,500 bpd, and 293,100 bpd, respectively. For the three months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 307,800 bpd, 141,500 bpd, 187,700 bpd and 234,000 bpd, respectively. For the three months ended September 30, 2026, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 321,500 bpd, 167,300 bpd, 172,000 bpd, and 322,500 bpd, respectively. For the three months ended September 30, 2025, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 356,500 bpd, 156,200 bpd, 171,700 bpd and 337,400 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.
Overall average throughput rates at our refineries were higher for the three months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnaround of the Martinez hydrocracker complex and Paulsboro crude unit which commenced in September, and unplanned downtime on the East Coast. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.
Consolidated gross margin— Consolidated gross margin totaled $2,170.7 million for the three months ended September 30, 2026 compared to $39.2 million for the three months ended September 30, 2025, an increase of approximately $2,131.5 million. Gross refining margin totaled $2,937.5 million, or $34.56 per barrel of throughput for the three months ended September 30, 2026 compared to $721.1 million, or $9.00 per barrel of throughput for the three months ended September 30, 2025, an increase of approximately $2,216.4 million. During the three months ended September 30, 2026 and 2025, our refining margin calculations were not impacted by special items.
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Consolidated gross margin and gross refining margin increased compared to the three months ended September 30, 2025, primarily due to the persistence of favorable crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher throughput volumes across the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the Environmental Protection Agency (“EPA”) finalized new RFS requirements for 2026 and 2027, which included a partial reallocation of small refinery exemptions that were granted for years 2023 to 2025 and revised renewable fuel volume requirements for 2026. Total RFS compliance costs were $522.8 million for the three months ended September 30, 2026 compared to $169.0 million for the three months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.
Average industry margins were notably more favorable during the three months ended September 30, 2026 in comparison to the same period in 2025, primarily due to geopolitical conflicts negatively impacting supply with demand remaining relatively resilient.
Favorable movements in benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $64.77 per barrel, or 150.9% higher, in the three months ended September 30, 2026, as compared to $25.82 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by a widening Dated Brent/Maya differential, which increased by $11.01 per barrel, slightly offset by a weakened WTI/Bakken differential, which decreased by $0.80 per barrel, in comparison to the same period in 2025. The WTI/WCS differential widened to $19.63 per barrel in the three months ended September 30, 2026 compared to $12.54 in the same period in 2025, which favorably impacted our cost of heavy crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $54.64 per barrel, or 148.3% higher, in the three months ended September 30, 2026 as compared to $22.01 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Syncrude and WTI/Bakken differentials, which decreased by $7.34 and $0.80 per barrel, respectively, in comparison to the same period in 2025.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $69.06 per barrel, or 182.9% higher, in the three months ended September 30, 2026 as compared to $24.41 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 per barrel in the same period of 2025.
On the West Coast, the ANS (West Coast - LA) 4-3-1 industry crack spread was $71.45 per barrel, or 143.5% higher, in the three months ended September 30, 2026 as compared to $29.34 per barrel in the same period in 2025. Additionally, the ANS (West Coast - SF) 3-2-1 industry crack spread was $73.33 per barrel, or 139.7% higher, in the three months ended September 30, 2026 as compared to $30.59 per barrel in the same period in 2025. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $1.76 per barrel for the three months ended September 30, 2026 as compared to a premium of $5.01 per barrel in the same period of 2025, and an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 per barrel in the same period of 2025.
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Operating expenses— Operating expenses totaled $688.0 million for the three months ended September 30, 2026 compared to $613.5 million for the three months ended September 30, 2025, an increase of $74.5 million, or 12.1%. Of the total $688.0 million of operating expenses for the three months ended September 30, 2026, $662.8 million, or $7.80 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $25.2 million related to expenses incurred by the Logistics segment ($589.2 million, or $7.35 per barrel, and $24.3 million of operating expenses for the three months ended September 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses compared to the same period in 2025 was primarily attributable to higher maintenance related to repairs at the Chalmette refinery, as well as increased outside services and employee-related costs, partially offset by lower maintenance at the Martinez refinery following its restart in May 2026.
General and administrative expenses— General and administrative expenses totaled $127.4 million for the three months ended September 30, 2026 compared to $74.0 million for the three months ended September 30, 2025, an increase of approximately $53.4 million, or 72.2%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.
Depreciation and amortization expense— Depreciation and amortization expense totaled $170.6 million for the three months ended September 30, 2026 (including $166.5 million recorded within Cost of sales) compared to $162.7 million for the three months ended September 30, 2025 (including $159.1 million recorded within Cost of sales), representing an increase of approximately $7.9 million. The increase was primarily attributable to an increase in the fixed asset base resulting from capital projects and turnarounds completed since the third quarter of 2025.
Gain on insurance recoveries, net— For the three months ended September 30, 2025, we recognized a gain on insurance recoveries associated with the Martinez refinery fire of $250.0 million. There was no such gain for the three months ended September 30, 2026.
Equity (income) loss in investee— For the three months ended September 30, 2026 and 2025, we recognized income of $62.4 million and a loss of $19.7 million, respectively, from our equity investment in SBR due to improved renewable diesel margins.
Loss (gain) on sale of assets— For the three months ended September 30, 2026, we recognized a loss of $0.7 million primarily related to the sale of non-operating refinery assets. For the three months ended September 30, 2025, we recognized a gain of $94.0 million primarily related to the sale of terminal assets.
Interest expense, net— Interest expense, net totaled $27.2 million for the three months ended September 30, 2026, compared to $50.3 million for the three months ended September 30, 2025, a decrease of approximately $23.1 million. The decrease was primarily attributable to lower average outstanding borrowings under our Revolving Credit Facility and the redemption of the 2028 6.00% Notes in June 2026, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026. Additionally, interest income increased by $8.0 million during the three months ended September 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the three months ended September 30, 2026 includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.
Loss on extinguishment of debt— For the three months ended September 30, 2026, there was a loss on the extinguishment of debt of $28.0 million related to the redemption of the 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, and the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the three months ended September 30, 2025.
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Income tax expense (benefit)— PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining L.L.C. (“Chalmette Refining”) and our Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”) are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3%, on a weighted-average basis for both the three months ended September 30, 2026 and 2025. PBF Energy’s Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the three months ended September 30, 2026 and 2025 was 24.8% and 27.4%, respectively. For both the three months ended September 30, 2026 and September 30, 2025, PBF Energy’s effective tax rate was relatively consistent with the United States statutory rate.
Noncontrolling interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries. With respect to the consolidation of PBF LLC, we record a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBF Holding, we record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the Condensed Consolidated Statements of Operations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy and by the third-party stockholders of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the Condensed Consolidated Balance Sheets represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the third-party stockholders of the two Chalmette Refining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the three months ended September 30, 2026 and 2025 was approximately 0.7%. The carrying amount of the noncontrolling interest on our Condensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Overview— PBF Energy net income was $2,658.5 million for the nine months ended September 30, 2026 compared to net loss of $239.6 million for the nine months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $2,634.0 million, or $21.82 per diluted share, for the nine months ended September 30, 2026 ($21.82 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $18.26 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures), compared to net loss attributable to PBF Energy stockholders of $236.9 million, or $(2.08) per diluted share, for the nine months ended September 30, 2025 ($(2.08) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(4.64) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax expense (benefit). PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the nine months ended September 30, 2026 and 2025.
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Our results for the nine months ended September 30, 2026 were positively impacted by special items consisting of a gain on insurance recoveries of $356.5 million, or $263.8 million net of tax, a lower of cost or market (“LCM”) inventory adjustment of $313.0 million, or $231.6 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $9.4 million, or $7.0 million net of tax. These favorable impacts were partially offset by expenses associated with the Martinez refinery fire of approximately $34.2 million, or $25.3 million net of tax, a loss on extinguishment of debt of $30.2 million, or $22.3 million net of tax, related to the redemption of the 2028 6.00% Senior Notes and the 2030 7.875% Senior Notes, as well as the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, and costs related to the RBI initiative of approximately $29.6 million, or $21.9 million net of tax. Our results for the nine months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $439.0 million, or $324.9 million net of tax, gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $8.2 million, or $6.1 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $123.1 million, or $91.1 million net of tax and costs related to the RBI initiative of approximately $21.5 million, or $15.9 million net of tax.
Excluding the impact of special items, our results for the nine months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes and increased barrels sold across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.
Revenues— Revenues totaled $31.7 billion for the nine months ended September 30, 2026 compared to $22.2 billion for the nine months ended September 30, 2025, an increase of approximately $9.5 billion, or 42.8%. Revenues per barrel were $118.68 and $83.45 for the nine months ended September 30, 2026 and 2025, respectively, an increase of 42.2% directly related to higher hydrocarbon commodity prices and sale volumes. For the nine months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 302,400 bpd, 143,800 bpd, 181,000 bpd, and 258,200 bpd, respectively. For the nine months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 290,100 bpd, 147,000 bpd, 173,200 bpd and 203,700 bpd, respectively. For the nine months ended September 30, 2026, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 333,300 bpd, 155,800 bpd, 168,100 bpd, and 318,300 bpd, respectively. For the nine months ended September 30, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 335,400 bpd, 155,300 bpd, 165,200 bpd and 318,200 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.
Overall average throughput rates at our refineries were higher for the nine months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnarounds, and unplanned downtime at our East Coast and Mid-Continent refineries. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.
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Consolidated gross margin— Consolidated gross margin totaled $3,596.0 million for the nine months ended September 30, 2026, compared to $(439.0) million for the nine months ended September 30, 2025, an increase of approximately $4,035.0 million. Gross refining margin totaled $5,863.8 million, or $24.26 per barrel of throughput for the nine months ended September 30, 2026 compared to $1,752.9 million, or $7.89 per barrel of throughput for the nine months ended September 30, 2025, an increase of approximately $4,110.9 million. Gross refining margin excluding special items totaled $5,550.8 million, or $22.96 per barrel of throughput for the nine months ended September 30, 2026. During the nine months ended September 30, 2025, our refining margin calculations were not impacted by special items.
Consolidated gross margin and gross refining margin for the nine months ended September 30, 2026 were positively impacted by the reversal of a prior-year non-cash LCM adjustment of approximately $313.0 million, driven by the increase in crude oil and refined product prices compared to the prior year. Consolidated gross margin, gross refining margin, and gross refining margin excluding special items increased primarily due to the persistence of favorable movements in crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher barrels sold at the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the EPA finalized new RFS requirements for 2026 and 2027, which included a partial reallocation of small refinery exemptions that were granted for years 2023 to 2025 and revised renewable fuel volume requirements for 2026. Total RFS compliance costs were $1,132.1 million for the nine months ended September 30, 2026 compared to $454.0 million for the nine months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.
Average industry margins were notably more favorable during the nine months ended September 30, 2026 in comparison to the same period in 2025, primarily due to geopolitical conflicts negatively impacting supply with demand remaining relatively resilient.
Favorable movements in benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $45.22 per barrel, or 108.2% higher, in the nine months ended September 30, 2026, as compared to $21.72 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by widening WTI/WCS and Dated Brent/Maya differentials which increased by $6.51 and $7.23 per barrel, respectively, in comparison to the same period in 2025, which favorably impacted our cost of heavy crudes.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $39.82 per barrel, or 109.2% higher, in the nine months ended September 30, 2026 as compared to $19.03 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a weakened WTI/Syncrude differential, which decreased by $3.45 per barrel, in comparison to the same period in 2025.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $49.54 per barrel, or 139.3% higher, in the nine months ended September 30, 2026 as compared to $20.70 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $11.94 per barrel for the nine months ended September 30, 2026 as compared to a discount of $4.04 per barrel in the same period of 2025.
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On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $54.07 per barrel, or 99.2% higher, in the nine months ended September 30, 2026 as compared to $27.14 per barrel in the same period in 2025. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $57.77 per barrel, or 87.8% higher, in the nine months ended September 30, 2026 as compared to $30.76 per barrel in the same period in 2025. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakened WTI/ANS differential, which averaged a premium of $5.47 per barrel for the nine months ended September 30, 2026 as compared to a premium of $4.80 per barrel in the same period of 2025, slightly offset by an expanded Dated Brent/WTS differential, which averaged a discount of $11.94 per barrel for the nine months ended September 30, 2026 as compared to a discount of $4.04 per barrel in the same period of 2025.
Operating expenses— Operating expenses totaled $2,047.0 million for the nine months ended September 30, 2026 compared to $1,977.0 million for the nine months ended September 30, 2025, an increase of approximately $70.0 million, or 3.5%. Of the total $2,047.0 million in operating expenses, $1,970.0 million, or $8.15 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $77.0 million related to expenses incurred by the Logistics segment ($1,903.0 million, or $8.56 per barrel of throughput, and $74.0 million of operating expenses for the nine months ended September 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses compared to the same period in 2025 was primarily attributable to higher insurance, outside services and employee-related costs, partially offset by reduced natural gas costs and lower maintenance expenses, primarily at the Martinez refinery, following its restart in May 2026.
General and administrative expenses— General and administrative expenses totaled $365.6 million for the nine months ended September 30, 2026 compared to $224.7 million for the nine months ended September 30, 2025, an increase of approximately $140.9 million, or 62.7%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs, and costs incurred in connection with the RBI initiative. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.
Depreciation and amortization expense— Depreciation and amortization expense totaled $492.5 million for the nine months ended September 30, 2026 (including $481.0 million recorded within Cost of sales), compared to $495.5 million for the nine months ended September 30, 2025 (including $484.7 million recorded within Cost of sales), representing a decrease of approximately $3.0 million. The decrease was primarily attributable to certain catalyst and turnaround costs that became fully amortized in 2025, partially offset by an increase in the fixed asset base resulting from capital projects and turnarounds completed since the third quarter of 2025.
Gain on insurance recoveries, net— For the nine months ended September 30, 2026 and 2025, we recognized gains on insurance recoveries associated with the Martinez refinery fire of $356.5 million and $439.0 million, respectively.
Equity (income) loss in investee— For the nine months ended September 30, 2026 and 2025, we recognized income of $98.2 million and a loss of $41.0 million, respectively, from our equity investment in SBR due to improved renewable diesel margins.
Loss (gain) on sale of assets— For the nine months ended September 30, 2026 we recognized a loss of $1.0 million, primarily related to the sale of non-operating refinery assets. For the nine months ended September 30, 2025, we recognized a gain of $94.2 million primarily related to the sale of terminal assets.
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Interest expense, net— Interest expense, net totaled $111.3 million for the nine months ended September 30, 2026, compared to $141.0 million for the nine months ended September 30, 2025, a decrease of approximately $29.7 million. The net decrease was primarily attributable to increased capitalized interest related to the Martinez refinery rebuild, lower average outstanding borrowings under our Revolving Credit Facility, and the redemption of the 2028 6.00% Senior Notes in June 2026, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026. The lower principal balance of the 2034 7.25% Senior Notes more than offset the higher interest rate compared to the 2028 6.00% Senior Notes. Interest expense also reflects the issuance of the 2030 9.875% Senior Notes in March 2025. Additionally, interest income increased by $10.9 million during the nine months ended September 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the nine months ended September 30, 2026 includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.
Loss on extinguishment of debt— For the nine months ended September 30, 2026, there was a loss on the extinguishment of debt of $30.2 million, related to the redemption of the 2028 6.00% Senior Notes and 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, as well as the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the nine months ended September 30, 2025.
Income tax expense (benefit)— PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Ltd., are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3% on a weighted-average basis for both the nine months ended September 30, 2026 and 2025. PBF Energy’s Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the nine months ended September 30, 2026 and 2025 was 25.0% and 25.9%, respectively. For both the nine months ended September 30, 2026 and 2025, PBF Energy’s effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes.
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Noncontrolling interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries. With respect to the consolidation of PBF LLC, we record a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBF Holding, we record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the Condensed Consolidated Statements of Operations represents the portion of the Company’s earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy and by the third-party stockholders of certain of Chalmette Refining’s subsidiaries. The total noncontrolling interest on the Condensed Consolidated Balance Sheets represents the portion of the Company’s net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the third-party stockholders of the two Chalmette Refining subsidiaries. PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the nine months ended September 30, 2026 and 2025 was approximately 0.7%. The carrying amount of the noncontrolling interest on our Condensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
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Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP (“Non-GAAP”). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.
Special Items
The Non-GAAP financial measures presented include Adjusted fully-converted net income (loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items, and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to LCM inventory adjustments, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to the RBI initiative, loss on extinguishment of debt, and gain on sale of terminal assets. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. 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 helpful period-over-period comparisons, such Non-GAAP financial 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.
Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items
PBF Energy utilizes results presented on an Adjusted fully-converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted fully-converted basis excluding special items as described above. We believe that these Adjusted fully-converted measures, when presented in conjunction with comparable GAAP financial measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.
Neither Adjusted fully-converted net income (loss) nor Adjusted fully-converted net income (loss) excluding special items should be considered an alternative to net income (loss) presented in accordance with GAAP. Adjusted fully-converted net income (loss) and Adjusted fully-converted net income (loss) excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted fully-converted and GAAP results are as follows:
1. Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.
2. Income Taxes. Prior to PBF Energy’s initial public offering (“IPO”), PBF Energy was organized as a limited liability company treated as a “flow-through” entity for income tax purposes, and even after PBF Energy’s IPO, not all of its earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that PBF Energy had adopted its post-IPO corporate tax structure for all periods presented and is taxed as a C-corporation in the United States at the prevailing corporate rates. These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax.
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The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and nine months ended September 30, 2026 and 2025 (in millions, except share and per share amounts):
| Three Months Ended September 30, | Nine Months Ended 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 (1) | 14.1 | 1.6 | 24.7 | (2.7) | |||||||||||||||||||
Less: Income tax (expense) benefit (2) | (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: (3) | |||||||||||||||||||||||
| 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) | |||||||||||||||||||
| Add: Recomputed income tax on special items | (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 (4) | 838,397 | 862,780 | 853,731 | 862,780 | |||||||||||||||||||
Common stock equivalents (5) | 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 | |||||||||||||||||||
| Diluted net income (loss) per share | $ | 12.54 | $ | 1.45 | $ | 21.82 | $ | (2.08) | |||||||||||||||
Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5) | $ | 12.54 | $ | 1.45 | $ | 21.82 | $ | (2.08) | |||||||||||||||
Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5) | $ | 12.78 | $ | (0.52) | $ | 18.26 | $ | (4.64) | |||||||||||||||
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See Notes to Non-GAAP Financial Measures.
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Gross Refining Margin and Gross Refining Margin Excluding Special Items
Gross refining margin is defined as consolidated gross margin excluding refining depreciation, refining operating expenses, and gross margin of the Logistics segment. We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refining operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenues less cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table below.
Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
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The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin, and gross refining margin excluding special items, to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in millions, except per barrel amounts):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| $ | 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 and gross refining margin excluding special items: | |||||||||||||||||||||||
| 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 | ||||||||||||||||||||||
| $ | 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 and gross refining margin excluding special items: | |||||||||||||||||||||||
| 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: (3) | |||||||||||||||||||||||
| Add: LCM inventory adjustment | (313.0) | (1.30) | — | — | |||||||||||||||||||
| Gross refining margin excluding special items | $ | 5,550.8 | $ | 22.96 | $ | 1,752.9 | $ | 7.89 | |||||||||||||||
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See Notes to Non-GAAP Financial Measures.
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EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA
Our management uses earnings before interest, income taxes, depreciation and amortization (“EBITDA”), EBITDA excluding special items, and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, creditors, analysts and investors concerning our financial performance. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.
EBITDA, EBITDA excluding special items, and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items, and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items, and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items, and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. 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. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items, and Adjusted EBITDA:
•do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•do not reflect changes in, or cash requirements for, our working capital needs;
•do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow;
•do not reflect certain other non-cash income and expenses; and
•exclude income taxes that may represent a reduction in available cash.
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The following tables reconcile net income (loss) as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 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 (3) | |||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||
| Reconciliation of EBITDA to Adjusted EBITDA: | |||||||||||||||||||||||||||||
| EBITDA | $ | 2,244.9 | $ | 449.0 | $ | 4,138.6 | $ | 314.2 | |||||||||||||||||||||
| Add: Stock-based compensation expense | 7.8 | 8.4 | 25.2 | 29.8 | |||||||||||||||||||||||||
Add: Interest, depreciation, and amortization expense - SBR (a) | 9.7 | 8.4 | 31.1 | 32.7 | |||||||||||||||||||||||||
Special Items: (3) | |||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||
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(a) Beginning in the first quarter of 2026, our share of SBR’s interest, depreciation, and amortization expense, included in Equity (income) loss in investee on the Condensed Consolidated Statements of Operations, is treated as an adjustment included in Adjusted EBITDA. Prior-period amounts presented in the table above have been conformed to the 2026 presentation.
See Notes to Non-GAAP Financial Measures.
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Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items
The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity. Total capitalization is calculated by adding 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 financial 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, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||
| Net debt | (425.9) | 1,620.4 | |||||||||||||||||||||
| Total equity | 8,103.8 | 5,449.9 | |||||||||||||||||||||
Total equity excluding special items (6) | 6,364.5 | 4,143.5 | |||||||||||||||||||||
| Total capitalization | $ | 10,222.2 | $ | 7,598.2 | |||||||||||||||||||
| Total debt to capitalization ratio | 21 | % | 28 | % | |||||||||||||||||||
Total debt to capitalization ratio, excluding special items (6) | 25 | % | 34 | % | |||||||||||||||||||
| Net debt to capitalization ratio * | (6) | % | 23 | % | |||||||||||||||||||
Net debt to capitalization ratio, excluding special items * (6) | (7) | % | 28 | % | |||||||||||||||||||
| *Negative ratio exists at September 30, 2026 as cash is in excess of debt. | |||||||||||||||||||||||
See Notes to Non-GAAP Financial Measures.
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Notes to Non-GAAP Financial Measures
The following notes are applicable to the Non-GAAP Financial Measures above:
(1) Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.
(2) 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 (1) above.
(3) 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.
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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 (2) above.
(4) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in (1) above.
(5) 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.
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(6) Total Equity excluding special items is calculated in the table below:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Total equity | $ | 8,103.8 | $ | 5,449.9 | ||||||||||||||||
| Special Items (Note 3) | ||||||||||||||||||||
| 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 | ||||||||||||||||
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(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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Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our credit facility, as described below. We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, dividend payments, debt service requirements, share repurchases under our share repurchase program, and PBF Energy’s obligations under the Tax Receivable Agreement, for the next twelve months. However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political, and other factors beyond our control. As of September 30, 2026, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $3,142.8 million for the nine months ended September 30, 2026 compared to net cash used in operating activities of $444.6 million for the nine months ended September 30, 2025. Our operating cash flows for the nine months ended September 30, 2026 include our net income of $2,658.5 million. This amount reflects a gain on insurance recoveries of $356.5 million. Of the $356.5 million insurance proceeds $102.9 million relates to operating activities. Operating cash flows also include depreciation and amortization of $506.4 million, deferred income taxes of $401.7 million, pension and other post-retirement benefits costs of $39.9 million, loss on extinguishment of debt of $30.2 million related to the redemption of the 2028 6.00% Senior Notes, 2030 7.875% Senior Notes and the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, stock-based compensation expense of $25.2 million, and a loss on sale of assets of $1.0 million, partially offset by a non-cash LCM inventory adjustment of $313.0 million, and income from equity method investment of $98.2 million. In addition, net changes in operating assets and liabilities reflected cash proceeds of $144.7 million, primarily driven by the timing of payments of accrued expenses, partially offset by the timing of collection of accounts receivable and inventory purchases. Our operating cash flows for the nine months ended September 30, 2025 included our net loss of $239.6 million. This amount reflected a gain on insurance recoveries of $439.0 million, which was net of the $61.0 million receivable that was recorded at March 31, 2025. Of the $250.0 million insurance proceeds received during the second quarter in 2025, $118.0 million related to operating activities. In addition, operating cash flows included net changes in operating assets and liabilities reflecting uses of cash of $324.9 million, primarily driven by the timing of inventory purchases, payments of accrued expenses, and payments made under the Tax Receivable Agreement, a gain on sale of assets of $94.2 million, and deferred income taxes of $84.0 million, partially offset by depreciation and amortization of $508.9 million, loss from equity method investment of $41.0 million, pension and other post-retirement benefits costs of $39.4 million, and stock-based compensation expense of $29.8 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $707.8 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $459.4 million for the nine months ended September 30, 2025. Net cash used in investing activities for the nine months ended September 30, 2026 consisted primarily of capital expenditures of $594.9 million, refinery turnaround expenditures of $305.2 million, $46.5 million related to the purchase of hydrogen plants, and expenditures for other assets of $38.6 million, partially offset by insurance proceeds of $253.6 million, and a return of capital of $23.8 million from our equity method investee. The net cash used in investing activities for the nine months ended September 30, 2025 consisted of capital expenditures of $415.6 million, refinery turnaround expenditures of $296.6 million, and expenditures for other assets of $52.0 million, partially offset by proceeds from the sale of assets of $170.3 million, insurance proceeds of $132.0 million, and a return of capital from our equity method investee of $2.5 million.
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Cash Flows from Financing Activities
Net cash used in financing activities was $418.6 million for the nine months ended September 30, 2026 compared to net cash provided by financing activities of $849.9 million for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, net cash used in financing activities consisted of the redemption of the 2028 6.00% Senior Notes of $801.6 million, the redemption of the 2030 7.875% Senior Notes of $519.7 million, dividends and distributions of $103.3 million, net payments of our Revolving Credit Facility of $100.0 million, deferred financing costs and other of $40.9 million, payment for the 2032 Exchangeable Notes capped call of $27.7 million, payments on finance leases of $9.1 million, and payments on the Promissory Note related to the hydrogen plant purchase of $1.1 million, partially offset by cash proceeds of $550.0 million from the issuance of the 2032 Exchangeable Notes, $500.0 million from the issuance of the 2034 7.25% Senior Notes, transactions made in connection with stock-based compensation plans of $98.3 million, and net proceeds from insurance premium financing of $36.5 million. For the nine months ended September 30, 2025, net cash provided by financing activities consisted of cash proceeds of $788.5 million from the issuance of the 2030 9.875% Senior Notes, net proceeds from draws on our Revolving Credit Facility of $150.0 million, and net proceeds from insurance premium financing of $30.3 million, partially offset by dividends and distributions of $94.7 million, deferred financing costs and other of $12.7 million, payments on finance leases of $8.4 million, and transactions made in connection with stock-based compensation plans of $3.1 million.
Debt and Credit Facilities
Senior Notes
On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 2030 9.875% Senior Notes at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand as of September 30, 2026.
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in “Note 4 - Credit Facilities and Debt”, and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 7.875% Senior Notes redeemed was approximately $519.7 million, plus accrued and unpaid interest and the applicable redemption premium.
On May 28, 2026, PBF Holding issued $500.0 million aggregate principal amount of our 2034 7.25% Senior Notes. Net proceeds from this offering were $492.1 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds from the offering and available cash to fully redeem our outstanding 2028 6.00% Senior Notes.
On June 25, 2026, PBF Holding redeemed all of the outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million, plus accrued and unpaid interest.
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PBF Holding Revolving Credit Facility
On September 30, 2026, we entered into the Revolving Credit Agreement. The Revolving Credit Agreement amended and restated the Prior Credit Agreement. Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through September 30, 2031, increased the maximum commitment to $4.0 billion from $3.5 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility as compared to the Prior Credit Agreement. The interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement.
Promissory Note
On September 9, 2026, PBF LLC issued the Promissory Note, as partial consideration for the acquisition from Air Products of two hydrogen production plants located at the Torrance refinery, which provides for periodic payments through April 2039. Refer to “Note 1 - Description of the Business and Basis of Presentation” for further information. The Promissory Note was recorded as debt of approximately $341.1 million at closing.
Liquidity
As of September 30, 2026, our operational liquidity was over $5.6 billion (approximately $2.3 billion as of December 31, 2025), which consists of approximately $2.5 billion of cash, and approximately $3.1 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.
As of September 30, 2026, outstanding letters of credit totaled approximately $157.2 million.
We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the nine months ended September 30, 2026, there are no assurances in the future that we will be able to meet these incurrence covenants at the time we are required to do so. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also may limit the extent to which we may pay future dividends, make acquisitions or investments, repurchase our outstanding debt or stock or incur new liens.
Share Repurchases
Our Board of Directors has authorized the repurchase of PBF Energy Class A common stock (as amended from time to time, the “Repurchase Program”). The Repurchase Program allows for share repurchases up to $1.75 billion and does not have an expiration date. To date, we have purchased approximately 24,113,897 shares of PBF Energy Class A common stock under the Repurchase Program for $1,018.0 million, inclusive of commissions paid, through open market transactions. We may make additional share repurchases in the future, but we are not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
Working Capital
Our working capital at September 30, 2026 was $2,990.6 million, consisting of $8,031.2 million in total current assets, and $5,040.6 million in total current liabilities. Our working capital at December 31, 2025 was approximately $782.5 million, consisting of $4,451.8 million in total current assets, and $3,669.3 million in total current liabilities.
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Capital Spending
Capital spending was $685.1 million for the nine months ended September 30, 2026, net of $300.1 million in costs related to the rebuild of units damaged in the Martinez refinery fire that were reimbursed by insurance proceeds and costs related to the Hydrogen Plants Asset Purchase. Net capital spend was primarily comprised of annual maintenance and turnaround activities across our refineries, including a planned turnaround at the Torrance, Martinez and Paulsboro refineries. Capital spending also included costs associated with safety-related enhancements and facility improvements at our refineries and logistics assets, as well as expenditures to meet environmental, regulatory and safety requirements. After careful evaluation and safety inspections, we moved the Martinez hydrocracker complex turnaround from the second quarter 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. As a result, we revised our 2026 capital expenditure guidance to $825.0 million to $875.0 million for the year, excluding capital related to the Martinez refinery rebuild and costs related to the Hydrogen Plants Asset Purchase.
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.
The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and the Promissory Note of approximately $341.1 million. Refer to “Note 1 - Description of the Business and Basis of Presentation” and “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.
Martinez Refinery Fire
We expect that the cost of repairs to the fire-damaged units and restoring the Martinez refinery to full operational status will largely be covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the Martinez refinery fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given reporting period.
During the nine months ended September 30, 2026, we received $356.5 million of unallocated insurance proceeds. Since the date of the Martinez refinery fire, we have received cumulative insurance proceeds, net of deductibles and retentions, of $1.25 billion. We expect to be able to negotiate final settlement of the claim by year end with the final installment anticipated in a similar range to previous installment payments. The timing and amount of any agreed future interim payments will be dependent on the quantum of actual, covered expenditures and calculated losses.
Crude and Feedstock Supply Agreements
We currently purchase all of our crude and feedstock needs from various suppliers, primarily through short-term and spot market agreements.
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Tax Receivable Agreement Obligation
PBF Energy has recognized, as of both September 30, 2026 and December 31, 2025, a liability for the Tax Receivable Agreement of $168.2 million, reflecting the estimated undiscounted amounts that PBF Energy expects to pay under the agreement, net of any deferred tax asset valuation allowance recognized in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes. As future taxable income is recorded, increases in PBF Energy’s Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. If PBF Energy does not have taxable income, PBF Energy generally is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the Tax Receivable Agreement.
These payment obligations, if any, are obligations of PBF Energy and not of PBF LLC or any of its subsidiaries. However, because PBF Energy is a holding company with no operations of its own, PBF Energy’s ability to make payments under the Tax Receivable Agreement is dependent upon a number of factors, including its subsidiaries’ ability to make distributions for the benefit of PBF LLC’s members, including PBF Energy, its ability, if necessary, to finance its obligations under the Tax Receivable Agreement and existing indebtedness which may limit PBF Energy’s subsidiaries’ ability to make distributions.
The foregoing are merely estimates - the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments.
Dividends and Distributions
PBF Energy
On October 29, 2026, PBF Energy announced a dividend of $0.325 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 24, 2026 to PBF Energy Class A common stockholders of record at the close of business on November 12, 2026. PBF LLC intends to make pro-rata distributions of approximately $39.7 million, or $0.325 per unit to its members, including PBF Energy, which in turn intends to use this distribution to fund the dividend payments to the stockholders of PBF Energy.
PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A common stock. However, the declaration, amount and payment of any future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of PBF Energy’s Board of Directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members).
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products, and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
At September 30, 2026 and December 31, 2025, we had gross open commodity derivative contracts representing 39.1 million barrels and 9.9 million barrels, respectively, with an unrealized net loss of $20.0 million and unrealized net gain of $10.4 million, respectively. The open commodity derivative contracts as of September 30, 2026 expire at various times during 2026 and 2027.
We carry inventories of crude oil, intermediates, and refined products (“hydrocarbon inventories”) on our Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 37.2 million and 34.0 million barrels as of September 30, 2026 and December 31, 2025, respectively. The average cost of our hydrocarbon inventories was approximately $81.37 and $79.36 per barrel on a LIFO basis at September 30, 2026 and December 31, 2025, respectively. The results as of December 31, 2025 exclude the net impact of a $313.0 million LCM inventory adjustment. At September 30, 2026, the replacement value of inventory exceeded the LIFO carrying value, resulting in the full reversal of the previously recorded LCM inventory reserve. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we expect our annual consumption to range from 70 million to 100 million MMBTUs of natural gas amongst our six refineries. Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $70.0 million to $100.0 million.
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Compliance Program Price Risk
We are exposed to market risks related to our obligations to buy, and the volatility in the price of, credits needed to comply with various governmental and regulatory compliance programs, which include RINs, required to comply with the RFS. Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market. To mitigate the impact of the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs or other environmental credits as part of our liability management strategy. We also have the ability to purchase RINs directly from SBR.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address GHG and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $4.0 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Term SOFR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At September 30, 2026, we had no outstanding balance in variable interest debt. If this facility were fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $28.8 million annually.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted evaluations, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)) as of September 30, 2026. Based upon these evaluations, as required by Exchange Act Rule 13a-15(b), the principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal controls over financial reporting during the quarter ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In connection with the acquisition of the Torrance refinery and related logistics assets, we assumed certain pre-existing environmental liabilities related to certain environmental remediation obligations to address existing soil and groundwater contamination and monitoring activities, which reflect the estimated cost of the remediation obligations. In addition, in connection with the acquisition of the Torrance refinery and related logistics assets, we purchased a ten-year, $100.0 million environmental insurance policy to insure against unknown environmental liabilities.
We currently have multiple outstanding notices of violation (“NOVs”) issued by regulatory authorities for various alleged regulation and permit violations at our refineries. It is not possible to predict the outcome of any of these NOVs or the amount of the penalties that will be assessed in connection with any NOV. If any one or more of them were decided against us, we believe that there would be no material effect on our financial position, results of operations, or liquidity. SEC regulations require us to disclose certain information about proceedings arising under federal, state, or local provisions regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment, if a governmental authority is a party to such proceeding and such proceeding involves potential monetary sanctions, exclusive of interest and costs, that exceeds a specified threshold. We use a threshold of $1 million for such determination because we believe that such threshold is reasonably designed to result in disclosure of any such proceeding that is material to the business or financial condition.
On November 24, 2022, the Martinez refinery experienced a catalyst release. An investigation is being conducted by the Department of Justice (“DOJ”), the United States Attorney’s Office (“USAO”), and the EPA. At this time, the potential liabilities, including regulatory penalties, arising from the incident are unknown, and the full financial impact of this incident cannot reasonably be estimated.
In connection with the Martinez refinery fire, investigations are being conducted by various regulatory agencies, including the California Department of Industrial Relations - the Division of Occupational Safety and Health, the Bay Area Air District (“BAAD”), the Contra Costa County, the DOJ, the USAO, and the EPA. There are uncertainties around these inquiries and investigations and potential results and consequences, including whether any financial penalties will be assessed or changes to the operations of the Martinez refinery will result therefrom. To date, the BAAD has issued a total of twenty-two (22) NOVs relating to the Martinez refinery fire. At this time, the potential liabilities, including regulatory penalties, arising from the incident are unknown, and the full financial impact of this incident cannot reasonably be estimated.
On February 17, 2017, in Arnold Goldstein, et al. v. Exxon Mobil Corporation, et al., we and PBF LLC, PBF Western Region LLC (“PBF Western Region”), Torrance Refining and the manager of our Torrance refinery along with Exxon Mobil Corporation (“ExxonMobil”) were named as defendants in a putative class action filed in the Superior Court of California, County of Los Angeles, alleging negligence, nuisance, trespass, and strict liability claims arising from a February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery, which at the time was owned and operated by ExxonMobil, and subsequent operations by Torrance Refining after the acquisition of the Torrance refinery in July 2016. To the extent the claims relate to the ESP explosion, ExxonMobil retained responsibility for any resulting liabilities pursuant to the agreement relating to the acquisition of the Torrance refinery. On July 2, 2018, the Court granted leave for plaintiffs to file a second amended complaint alleging groundwater contamination and added an additional plaintiff, Youssef. On October 15, 2019, the Court granted certification of two limited classes of with Youssef as the sole class representative and named plaintiff, related to trespass claims for ground contamination (“Ground Subclass”) and nuisance for air emissions (“Air Subclass”). On May 5, 2021, the Court granted leave for plaintiffs to a third amended complaint to substitute Navarro for Youssef. On July 5, 2022, the Court issued a final order ruling that plaintiffs’ motion to substitute Navarro as class Representative was denied and decertifying both of plaintiffs’ proposed Air and Ground Subclasses. The order provided that the case will proceed with Navarro as the sole plaintiff. On October 30, 2023, plaintiff appealed the Court’s ruling to the Ninth Circuit. On April 15, 2025, the
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Ninth Circuit issued a ruling that reversed the Court’s dismissal of the individual trespass claim and vacated the decertification of the Ground Subclass. The Ninth Circuit, however, affirmed the Court’s grant of summary judgment as to plaintiff’s individual nuisance claims and decertification of the Air Subclass. On August 12, 2025, the Ninth Circuit remanded the case back to the Court regarding the trespass claim and Ground Subclass decertification for reconsideration. On March 23, 2026, the Court agreed that further briefing is required regarding class representative substitution and renewed class certification for the Ground Subclass. On June 30, 2026, plaintiff filed a fifth amended complaint. On July 24, 2026, we filed a motion to strike portions of the complaint. On August 3, 2026, plaintiff filed its opposition to our motion. On August 10, 2026, we filed our reply to plaintiff’s opposition. On October 6, 2026, the Court granted our motion and ordered plaintiff to file a corrected fifth amended complaint with the stricken portions omitted, which they filed on October 19, 2026. Our response to the fifth amended complaint is currently due November 2, 2026. We intend to continue to defend this matter vigorously. Based on information currently available, we do not believe that the ultimate resolution of this matter will have a material adverse effect on our financial position, results of operations, or cash flows.
Beginning in August 2023, Martinez Refining Company LLC (“MRC”) and, in certain cases, we and PBF Western Region, have been named as defendants in a series of related class and individual actions arising from MRC’s operations in Martinez, California (collectively, the “Martinez Actions”). The complaints generally allege claims including negligence, public and private nuisance, trespass, premises liability, strict liability for ultrahazardous activities, and, in one action, alleged Clean Air Act (“CAA”) violations and claims for medical and environmental monitoring. The actions are pending in the U.S. District Court for the Northern District of California. The first-filed action, Piscitelli et al. v. Martinez Refining Company LLC, commenced on August 16, 2023, as a putative class action. On April 10, 2024, plaintiffs filed a first amended complaint to add plaintiff Malan and dismiss plaintiff Zanzucchi. On June 17, 2024, the Court granted plaintiffs’ motion to dismiss plaintiff Piscitelli. On September 30, 2025, the Court denied plaintiffs’ motion for class certification. Plaintiffs did not appeal that ruling. The other actions that have been filed include Alena Cruz and Shannon Payne vs. PBF Energy Inc., et. al, a putative class action; Jennifer Frye, et al. v. Martinez Refining Company LLC, filed by 18 individual plaintiffs; Alice Saliba, et al. v. Martinez Refining Company LLC, filed by 285 individual plaintiffs; Elizabeth Silvestri, et al. v. Martinez Refining Company LLC, filed by 195 individual plaintiffs; Robert Manning, et al. v. Martinez Refining Company LLC filed by 204 individual plaintiffs; and Canning v. Martinez Refining Company LLC, filed by two individual plaintiffs. In the Cruz case, on April 4, 2024, the Cruz Court dismissed all wrongly named PBF entities and plaintiffs’ CAA and medical monitoring claims. In the Frye case, on December 17, 2024, the Frye Court issued a ruling partially dismissing some of plaintiffs’ claims. In the Canning Case, the case was removed from state to federal court, and on November 14, 2025, plaintiffs filed a first amended complaint limiting their claims to only alleged property damages associated with the November 24, 2022 catalyst release. On April 15, 2025, the Piscitelli Court ordered the Piscitelli, Cruz, Frye, Saliba, Silvestri, and Manning cases related for coordination of common core issues. Subsequently, on July 16, 2025, the Piscitelli Court also related the Canning case for common core issues. On January 29, 2026, the Piscitelli Court issued a scheduling order for the Martinez Actions with discovery and certain motion practice continuing through first quarter of 2028. The Martinez Actions are currently in the early phase of discovery. Based on information currently available, we do not believe that the ultimate resolution of the Martinez Actions will have a material adverse effect on our financial position, results of operations, or cash flows.
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On December 21, 2023, the EPA Region 5 issued a Finding of Violation (“FOV”) alleging violations of the CAA, 42 U.S.C. §§ 7411, 7412, and regulations promulgated under those sections, of the National Emission Standard for Benzene Waste Operations at 40 C.F.R. Part 61, Subpart FF (“BWON”), of the New Source Performance Standards for Volatile Organic Compounds from Petroleum Wastewater Systems at 40 C.F.R. Part 60, Subpart QQQ (“QQQ”), and of our CAA Title V operating permit for the Wastewater Treatment Unit at our Toledo refinery. This FOV followed an EPA compliance inspection at the Toledo refinery conducted in September 2023. In addition, the EPA has conducted compliance inspections at our Chalmette, Delaware City, Martinez, Paulsboro, and Torrance refineries relating to BWON and QQQ. For our Toledo refinery, we have been engaged in discussions with the EPA to resolve the FOV, but we cannot currently estimate the timing of the resolution or the amount of any potential civil penalties. We presently believe neither the outcome related to the Toledo refinery FOV nor the resolution of other matters relating to the referenced refinery inspections will have a material impact on our financial position, results of operations, or cash flows.
The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), also known as “Superfund,” imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances. Under CERCLA, such persons may be subject to joint and several liability for investigation and the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. As discussed more fully above, certain of our sites are subject to these laws and we may be held liable for investigation and remediation costs or claims for natural resource damages. It is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment. Analogous state laws impose similar responsibilities and liabilities on responsible parties. In our current normal operations, we have generated waste, some of which falls within the statutory definition of a “hazardous substance” and some of which may have been disposed of at sites that may require cleanup under Superfund.
As the ultimate outcomes of the pending matters discussed above are uncertain, we cannot currently estimate the final amount or timing of their resolution, but any such amount is not expected to have a material impact on our financial position, results of operations, or cash flows, individually or in the aggregate.
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Item 1A. Risk Factors
The following risk factors supplement and/or update the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025:
The accounting method for the 2032 Exchangeable Notes could adversely affect our financial condition and consolidated financial results.
The accounting method for reflecting the 2032 Exchangeable Notes on our Condensed Consolidated Balance Sheets, recognizing amortized interest expense, and reflecting the underlying shares of common stock in diluted earnings per share could adversely affect our reported earnings, financial condition, and liquidity.
In accordance with GAAP, the 2032 Exchangeable Notes, are reflected as a liability on our Condensed Consolidated Balance Sheets, with an initial carrying amount equal to the principal amount of the 2032 Exchangeable Notes, net of issuance costs. The issuance costs are treated as a debt discount for accounting purposes, and amortized into interest expense over the term of the 2032 Exchangeable Notes. As a result of this amortization, the interest expense recognized for accounting purposes will be greater than the cash interest payments on the 2032 Exchangeable Notes, which will result in lower reported income.
In addition, we expect that the shares underlying the 2032 Exchangeable Notes will be reflected in our diluted earnings per share using the “if-converted” method. Under that method, diluted earnings per share would generally be calculated assuming that all of the 2032 Exchangeable Notes were exchanged solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share. However, if the principal amount of the exchangeable debt security being exchanged is required to be paid in cash (as with the 2032 Exchangeable Notes) and only the excess is permitted to be settled in shares, the if-converted method will produce a similar result as the “treasury stock” method. Because the principal amount of the 2032 Exchangeable Notes upon exchange is required to be paid in cash, and only the excess is permitted to be settled in shares, the effect of the treasury stock method is that the shares issuable upon exchange of such notes are not included in the calculation of diluted earnings per share except to the extent that the exchange value of such 2032 Exchangeable Notes exceeds their principal amount. As a result, our earnings per share could be lower than it would be if the issuers had not issued the 2032 Exchangeable Notes, even at times when the 2032 Exchangeable Notes are not exchangeable but the exchange value of such 2032 Exchangeable Notes exceeds their principal amount. The requirement that the principal amount of the 2032 Exchangeable Notes upon exchange must be paid in cash could adversely affect the issuers’ liquidity.
Furthermore, if any of the conditions to the exchangeability of the 2032 Exchangeable Notes are satisfied, then we (and the issuers) may be required under GAAP to reclassify the liability carrying value of the 2032 Exchangeable Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders exchange their 2032 Exchangeable Notes, and could materially reduce our (and the issuers’) reported consolidated working capital.
We are subject to risks related to the capped call transactions.
In connection with the pricing of the 2032 Exchangeable Notes, PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (together with PBF Holding, the “Issuers”) and PBF Energy entered into capped call transactions with certain of the initial purchasers of the 2032 Exchangeable Notes or their respective affiliates and certain other financial institutions (the “Option Counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2032 Exchangeable Notes, the number of shares of Class A common stock initially underlying the 2032 Exchangeable Notes, and are intended generally to reduce potential dilution to the Class A common stock upon exchange of the 2032 Exchangeable Notes and/or offset certain cash payments the Issuers may be required to make in excess of the principal amount of exchanged 2032 Exchangeable Notes, in each case subject to a cap.
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The Option Counterparties are, or are affiliates of, financial institutions, and we are subject to the risk that they might default under the capped call transactions. Our exposure to the credit risk of the Option Counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an Option Counterparty becomes subject to insolvency proceedings, then we would become unsecured creditors in those proceedings with a claim equal to our exposure at that time under our transactions with that option counterparty. Our exposure will depend on many factors, and can provide no assurances as to the financial stability or viability of the Option Counterparties.
In addition, upon a default by an Option Counterparty, we may suffer adverse tax consequences and there may be more dilution than currently anticipated with respect to our Class A common stock.
The capped call transactions are complex, and they may not operate as planned. For example, the terms of the capped call transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as we intend if the terms of the capped call transactions are adjusted as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the capped call transactions.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock in secondary market transactions prior to the maturity of the 2032 Exchangeable Notes (and are likely to do so (x) during any observation period related to an exchange of 2032 Exchangeable Notes, following any redemption of 2032 Exchangeable Notes by the Issuers or following any repurchase of 2032 Exchangeable Notes by the Issuers in connection with any fundamental change and (y) following any repurchase of the 2032 Exchangeable Notes by the Issuers other than in connection with any such redemption or any fundamental change if the Issuers elect to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could cause or avoid an increase or a decrease in the market price of our Class A common stock.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Exchange of PBF LLC Series A Units to PBF Energy Class A Common Stock
In the three months ended September 30, 2026, a total of 32,795 PBF LLC Series A Units were exchanged for 32,795 shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act, none of which were made by our executive officers or directors. We received no other consideration in connection with these exchanges.
Share Repurchase Program
Our Board of Directors has authorized the Repurchase Program. The Repurchase Program allows for share repurchases of up to $1.75 billion and has no expiration date. These repurchases can be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which could be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depends on a variety of factors, including price, capital availability, legal requirements, and economic and market conditions. We are not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice.
During the three and nine months ended September 30, 2026, we did not purchase any shares of PBF Energy Class A common stock under the Repurchase Program. Approximately $732.0 million of shares remain available for purchase under the plan.
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the three months ended September 30, 2026, none
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Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report and such Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||||||||
| Indenture dated as of September 17, 2026, among PBF Holding Company LLC, PBF Finance Corporation, PBF Energy Inc., the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 4.1 of PBF Energy Inc.’s Current Report on Form 8-K dated September 17, 2026 (File No. 001-35764)). | ||||||||||||||
| Form of 0% Exchangeable Senior Note due 2032 (incorporated by reference to Exhibit 4.2 of PBF Energy Inc.’s Current Report on Form 8-K dated September 17, 2026 (File No. 001-35764)). | ||||||||||||||
| Registration Rights Agreement dated September 17, 2026, among PBF Holding Company LLC, PBF Finance Corporation, PBF Energy Inc., and the Representative named therein (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K dated September 17, 2026 (File No. 001-35764)). | ||||||||||||||
| Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.2 of PBF Energy Inc.’s Current Report on Form 8-K dated September 17, 2026 (File No. 001-35764)). | ||||||||||||||
| Amended and Restated Senior Secured Revolving Credit Agreement, dated September 30, 2026 (incorporated by reference to Exhibit 10.1 of PBF Energy Inc.’s Current Report on Form 8-K dated October 1, 2026 (File No. 001-35764)). | ||||||||||||||
| Certification of Matthew C. Lucey, Chief Executive Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of Joseph Marino, Chief Financial Officer of PBF Energy Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of Matthew C. Lucey, Chief Executive Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of Joseph Marino, Chief Financial Officer of PBF Energy Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| 101.INS | Inline XBRL Instance Document. | |||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||||||
———————
| * | Filed herewith. | ||||
| (1) | This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act. | ||||
| Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, PBF Energy has omitted from the foregoing list of exhibits, and hereby agrees to furnish to the SEC upon its request, copies of certain instruments, each relating to long-term debt not exceeding ten percent of the total assets of PBF Energy and its subsidiaries on a consolidated basis. | |||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PBF Energy Inc. | ||||||||||||||
| Date: | October 29, 2026 | By: | /s/ Joseph Marino | |||||||||||
| Joseph Marino Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | ||||||||||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew C. Lucey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PBF Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 29, 2026
| /s/ Matthew C. Lucey | ||||||||
Matthew C. Lucey President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph Marino, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PBF Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 29, 2026
| /s/ Joseph Marino | ||||||||
Joseph Marino Senior Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PBF Energy Inc. ("PBF Energy") on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Matthew C. Lucey, President and Chief Executive Officer of PBF Energy, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Energy. | ||||
| /s/ Matthew C. Lucey | ||
| Matthew C. Lucey | ||
| President and Chief Executive Officer | ||
| October 29, 2026 | ||
A signed original of the written statement required by Section 906 has been provided to PBF Energy Inc. and will be retained by PBF Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PBF Energy Inc. ("PBF Energy") on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph Marino, Senior Vice President and Chief Financial Officer of PBF Energy, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of PBF Energy. | ||||
| /s/ Joseph Marino | |||||
| Joseph Marino | |||||
| Senior Vice President and Chief Financial Officer | |||||
| October 29, 2026 | |||||
A signed original of the written statement required by Section 906 has been provided to PBF Energy Inc. and will be retained by PBF Energy Inc. and furnished to the Securities and Exchange Commission or its staff upon request.