Form 4: PBF Energy 10% Owner Sells Shares

Control Empresarial de Capitales S.A. de C.V., a 10% owner of PBF Energy Inc., reported the sale of 49,000 Class A Common Shares over two days in January 2026.

Summary

• Control Empresarial de Capitales S.A. de C.V., identified as a director and 10% owner of PBF Energy Inc. (PBF), reported transactions involving Class A Common Shares.
• On January 21, 2026, Control Empresarial disposed of 9,000 Class A Common Shares at a weighted average price of $32.9067 per share, with prices ranging from $32.90 to $32.93.
• On January 22, 2026, an additional 40,000 Class A Common Shares were sold at a weighted average price of $33.7945 per share, with prices ranging from $33.60 to $34.04.
• Following these transactions, Control Empresarial de Capitales S.A. de C.V. beneficially owns 30,358,498 Class A Common Shares.
• This remaining ownership constitutes approximately 26.2% of the 115,847,488 issued and outstanding Class A Common Shares, as reported in PBF Energy Inc.'s Form 10-Q filed on October 30, 2025.
• The transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• The Slim Family, beneficiaries of a Mexican trust that owns Control Empresarial, are deemed to indirectly beneficially own the Class A Common Shares held by Control Empresarial.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to significant insider selling by a 10% owner and director, even if executed under a pre-arranged plan. While not an immediate red flag, it suggests a lack of strong conviction or a belief that the current valuation is opportune for selling.

Negatives

• A significant shareholder and director, Control Empresarial de Capitales S.A. de C.V., reduced its stake in PBF Energy Inc. by a total of 49,000 shares.
• The sales occurred at prices ranging from $32.90 to $34.04, which could be interpreted as the reporting person finding the current market price favorable for selling.

Risks

• The sale of shares by a 10% owner and director, even if pre-planned, could be interpreted by the market as a signal of reduced confidence in the company's future prospects or that the stock may be fully valued.
• A reduction in ownership by a major shareholder might lead to a perceived decrease in their alignment with the interests of other shareholders over the long term.

Future Outlook

N/A. This Form 4 filing does not contain forward-looking statements or guidance.

Industry Context

This filing reports an insider transaction and does not provide specific details on broader industry trends. However, insider selling, even under a 10b5-1 plan, can sometimes be viewed in the context of general market sentiment or specific industry outlooks, though no direct connection is made here.

Related Party Transactions

• The transactions involve Control Empresarial de Capitales S.A. de C.V., which is a 10% owner and director of PBF Energy Inc., and indirectly the Slim Family, who are beneficiaries of a trust owning Control Empresarial. These are considered related party transactions due to their significant ownership and board representation.

Stakeholder Impact

• Shareholders: Existing shareholders might view the insider selling as a negative signal, potentially leading to downward pressure on the stock price or a reassessment of their investment thesis.
• Management: The transactions do not directly impact management's operational roles but could influence internal perceptions of major shareholder confidence and market sentiment.

Key Dates

Recommendation

While the insider selling by a 10% owner and director is a negative signal, the transactions were executed under a Rule 10b5-1 plan, suggesting a pre-determined selling schedule rather than an immediate reaction to new negative information. The remaining beneficial ownership of 26.2% is still substantial. Investors should monitor future insider activity and company performance, but a 'hold' recommendation is appropriate given the planned nature of the sales and the continued significant stake.

Keywords

PBF Energy, PBF, Form 4, Insider Selling, Beneficial Ownership, Control Empresarial de Capitales, Slim Family, Stock Sale, Director Transaction, 10% Owner, Rule 10b5-1