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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 26, 2026
 
 
PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
  
001-35764
  
45-3763855
Delaware
  
333-186007
  
27-2198168
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973)
455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act:
 
Title of each class
  
Trading
Symbol
  
Name of each exchange
on which registered
Common Stock, par value $.001   PBF   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). ☐
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. ☐
 
 
 
Item 7.01.
Regulation FD Disclosure
In connection with the Notes Offering (as defined below), PBF Energy Inc. (the “Company”) and its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), are disclosing certain information regarding PBF Energy and PBF Holding, and PBF Energy and PBF Holding are disclosing under this Item 7.01 of this Current Report on Form
8-K
such information in Exhibit 99.1 hereto, which is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering or any other securities of the Company, PBF Holding or PBF Finance.
The information contained in Item 7.01 of this Current Report on
Form 8-K,
including Exhibit 99.1, is being furnished, not filed, pursuant to Item 7.01 of
Form 8-K.
Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company or PBF Holding under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
 
Item 8.01.
Other Events.
Commencement of Notes Offering
On May 26, 2026, the Company announced that PBF Holding and PBF Holding’s wholly-owned subsidiary, PBF Finance Corporation (“PBF Finance”), as
co-issuers,
intend to commence a private offering of $500.0 million in aggregate principal amount of senior unsecured notes due 2034 (the “Notes Offering”) to eligible purchasers. PBF Holding intends to use the net proceeds (after transaction fees and expenses) from the Notes Offering and available cash, to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the “2028 Notes”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Optional Notice of Redemption
On May 26, 2026, PBF Holding and PBF Finance issued a notice of conditional optional full redemption for all $801.6 million of the outstanding 2028 Notes at a redemption price equal to 100.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date of June 25, 2026. The redemption of the 2028 Notes is conditioned upon successful completion by PBF Holding and PBF Finance of one or more debt financings with aggregate gross proceeds of no less than $500.0 million after the date of such notice. This Current Report on Form
8-K
does not constitute a notice of redemption of the 2028 Notes.
The information contained in this Item 8.01, including Exhibit 99.2, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering, or any other securities of the Company, PBF Holding or PBF Finance.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No.		    Description
99.1    Certain information provided to investors in connection with the Notes Offering.
99.2    Notes Offering Press Release dated May 26, 2026
104    Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date: May 26, 2026     PBF Energy Inc.
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary
 
Date: May 26, 2026     PBF Holding Company LLC
    (Registrant)
    By:  
/s/ Trecia M. Canty
    Name:   Trecia M. Canty
    Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Recent Developments

Martinez Refinery

On February 1, 2025, a fire occurred at the Company’s Martinez refinery (the “Martinez fire”). Construction activities to rebuild the units affected by the Martinez refinery fire were completed in February 2026, and the affected assets were transferred to refinery operations for commissioning and restart. All units affected by the Martinez fire have returned to operational status and are running at planned rates, which is expected to continue through the planned turnaround of the Martinez refinery’s hydrocracker complex. Following the successful completion of extensive inspections and operational evaluations, the hydrocracker complex turnaround scheduled for late in the second quarter of 2026 has been rescheduled to late in the third quarter of 2026.

Chalmette Refinery

On May 8, 2026, the Company’s Chalmette refinery experienced a process upset and fire which caused certain ancillary process units to experience an operation excursion. As a result, one of Chalmette’s pre-treaters suffered damage and a reformer unit was brought offline. The Chalmette refinery began unit repairs on May 11, 2026 and repairs are expected to be completed in the third quarter 2026. The Chalmette refinery is operating at previously planned rates, producing gasoline, diesel, and other refined products to supply our customers.

Liquidity

As of May 7, 2026, PBF Holding’s available cash and cash equivalents were approximately $550 million following the repayment of all remaining borrowings under its revolving credit facility.

Forward-Looking Statements

Statements contained herein relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the status of the restart of the Martinez refinery, the timing of the scheduled hydrocracker complex turnaround, and the risks and uncertainties associated with the process upset and fire on May 8, 2026 at our Chalmette refinery, including the impact of the damage, the status and timing of the repairs, the throughput of the refinery and the results and consequences of any governmental and regulatory investigations related thereto. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company’ s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company’s filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable securities laws.

Exhibit 99.2

 

LOGO

PBF Energy Announces Intention to Offer $500 Million of Senior Notes due 2034

PARSIPPANY, NJ – May 26, 2026 – PBF Energy Inc. (NYSE:PBF) (“PBF Energy”) today announced that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”), intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering. The Notes will be co-issued by PBF Finance Corporation, a wholly owned subsidiary of PBF Holding. Completion of the offering is subject to, among other things, pricing and market conditions. PBF Holding intends to use the net proceeds from the proposed offering and available cash to fund the redemption in full of its outstanding 6.00% Senior Notes due 2028 (the “2028 Notes”).

The Notes will be offered in a private placement and are expected to be resold by the initial purchasers to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The offer of the Notes will be made only by means of a private offering memorandum to qualified investors and has not been and will not be registered under the Securities Act or any applicable state securities laws, and the Notes may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Notes and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

Forward-Looking Statements

Statements in this press release relating to future plans, results, performance, expectations, achievements and the like are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the risks relating to the proposed offering, the proposed redemption, the securities markets generally and the company’s expectations with respect to the timing and size of the proposed offering and the anticipated use of proceeds therefrom. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which may be beyond the company’s control, that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors and uncertainties that may cause actual results to differ include but are not limited to the risks disclosed in the company’s filings with the SEC. All forward-looking statements speak only as of the date hereof. The company undertakes no obligation to revise or update any forward-looking statements except as may be required by applicable securities laws.

About PBF Energy Inc.

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

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

Contacts:

Colin Murray (investors)

ir@pbfenergy.com

Tel: 973.455.7578

Michael C. Karlovich (media)

mediarelations@pbfenergy.com

Tel: 973.455.8994

 

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