Form 4: PBF Energy 10% Owner Sells $12.3M in Shares

Control Empresarial de Capitales S.A. de C.V., a 10% owner of PBF Energy Inc., reported selling 366,000 Class A Common Shares for approximately $12.3 million in mid-January 2026.

Summary

• Control Empresarial de Capitales S.A. de C.V., a 10% owner and director of PBF Energy Inc. (PBF), reported transactions involving Class A Common Shares.
• On January 13, 2026, 106,000 Class A Common Shares were sold at a weighted average price of $33.7255 per share, with prices ranging from $33.50 to $34.045.
• On January 14, 2026, an additional 260,000 Class A Common Shares were sold at a weighted average price of $33.1704 per share, with prices ranging from $33.00 to $33.46.
• Following these transactions, Control Empresarial de Capitales S.A. de C.V. beneficially owns 30,407,498 Class A Common Shares.
• The Slim Family, beneficiaries of a Mexican trust that owns Control Empresarial, are deemed to indirectly beneficially own these shares, representing approximately 26.2% of the 115,847,488 issued and outstanding Class A Common Shares as of October 30, 2025.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by a 10% owner. However, the negative impact is mitigated by the fact that the sales were conducted under a Rule 10b5-1 plan, suggesting a pre-planned divestment rather than a reaction to new adverse information.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating a pre-scheduled divestment rather than a reaction to immediate negative news.

Negatives

• Significant insider selling by a 10% owner and director, totaling 366,000 shares, could be perceived negatively by the market.
• The sales occurred at prices ranging from $33.00 to $34.045, which might suggest the reporting person found these price levels attractive for divestment.

Risks

• Insider selling, particularly by a large shareholder, can sometimes signal a lack of confidence in the company's future prospects, potentially impacting investor sentiment.
• The reduction in beneficial ownership by a significant shareholder could reduce their vested interest in the company's long-term performance.

Future Outlook

This Form 4 filing does not contain any explicit forward-looking statements or guidance regarding PBF Energy Inc.'s future performance or strategic direction.

Management Comments

• "The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (1) to this Form 4."
• "The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (2) to this Form 4."

Industry Context

This filing reports an insider transaction by a significant shareholder of PBF Energy Inc., a company in the energy refining sector. While not directly indicative of broader industry trends, such transactions are a routine part of capital markets and reflect individual investment decisions by large stakeholders. The energy sector is subject to commodity price volatility and regulatory changes, which can influence shareholder activity.

Comparison to Industry Standards

• Not applicable for an insider transaction report as this filing details beneficial ownership changes, not operational results or project performance. Therefore, direct comparisons to specific comparable companies, projects, or results are not relevant in this context.

Related Party Transactions

• The Slim Family (Mr. Carlos Slim Hel, Mr. Carlos Slim Domit, Mr. Marco Antonio Slim Domit, Mr. Patrick Slim Domit, Ms. Mara Soumaya Slim Domit, Ms. Vanessa Paola Slim Domit and Ms. Johanna Monique Slim Domit) are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial de Capitales S.A. de C.V., making them indirect beneficial owners of the PBF Energy shares held by Control Empresarial.

Stakeholder Impact

• Shareholders: May view the insider selling as a negative signal, potentially leading to a decrease in investor confidence or share price volatility.
• Management: The transactions by a significant shareholder could prompt questions regarding the company's outlook, though the 10b5-1 plan suggests a non-event-driven sale.

Next Steps

• Investors should monitor future Form 4 filings from Control Empresarial de Capitales S.A. de C.V. and the Slim Family for further changes in their beneficial ownership.
• Review PBF Energy Inc.'s upcoming financial reports (e.g., 10-K, 10-Q) for operational performance and strategic updates that might provide context for insider trading activity.

Key Dates

Recommendation

The filing reports significant insider selling by a 10% owner, Control Empresarial de Capitales S.A. de C.V., and the associated Slim Family. While the sales were conducted under a Rule 10b5-1 plan, indicating a pre-scheduled divestment rather than a reaction to immediate news, large insider sales can still signal a lack of conviction or portfolio rebalancing. Investors should monitor future filings and company performance for further insights, but this single Form 4 does not provide enough information to warrant a strong buy or sell recommendation without additional fundamental analysis of PBF Energy Inc.

Keywords

PBF Energy, PBF, Insider Trading, Form 4, Stock Sale, Beneficial Ownership, Control Empresarial de Capitales, Slim Family, Class A Common Shares, Rule 10b5-1