4/A: PBF Energy Director Thomas Nimbley Reports Retirement-Related Stock Transactions and New Equity Grant
Amendment to Insider Ownership Filing
PBF Energy Inc. Director Thomas J. Nimbley reported an amendment to his beneficial ownership, detailing stock forfeitures related to retirement tax obligations and a new restricted stock grant under the company's 2025 Equity Incentive Plan.
Summary
- Thomas J. Nimbley, a Director of PBF Energy Inc. (PBF), filed an amended Form 4 detailing changes in his beneficial ownership of Class A Common Stock.
- On July 1, 2025, Nimbley forfeited 62,721 shares of Class A Common Stock at a price of $22.27 per share. This forfeiture was to cover tax withholding obligations in connection with the vesting of restricted stock upon his retirement.
- Concurrently on July 1, 2025, Nimbley was issued 7,859 shares of Class A Common Stock as restricted stock under the PBF Energy Inc. 2025 Equity Incentive Plan, with a transaction price of $0.
- An additional forfeiture of 3,835 shares of Class A Common Stock occurred on July 1, 2025, also at $22.27 per share, likely for similar tax withholding purposes.
- Following these transactions, Thomas J. Nimbley's direct beneficial ownership of Class A Common Stock stands at 790,716 shares.
Sentiment
Score: 5
Explanation: The document is a routine insider transaction report, detailing stock forfeitures for tax and a new grant. It is neutral in sentiment as it reflects standard corporate compensation and tax processes for a retiring director.
Positives
- Issuance of 7,859 shares of restricted stock to a non-employee director under the new PBF Energy Inc. 2025 Equity Incentive Plan, indicating ongoing equity-based compensation for board members.
Negatives
- Forfeiture of 62,721 shares and 3,835 shares of Class A Common Stock to cover tax withholding obligations, which reduces the director's direct holdings, albeit for a standard tax event.
Future Outlook
The document does not provide forward-looking statements or guidance beyond the details of the reported transactions.
Management Comments
- The filing was signed by Thomas J. Nimbley by Trecia Canty as Attorney-in-Fact.
Industry Context
This Form 4/A filing is a routine disclosure of insider stock transactions and does not provide broader industry context or trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Thomas J. Nimbley | N/A | 07/01/2025 | Retirement, as indicated by restricted stock vesting upon retirement. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| New Plan Adoption | The PBF Energy Inc. 2025 Equity Incentive Plan was established, under which restricted stock was issued to non-employee directors. | 07/01/2025 | This new plan provides a framework for equity compensation for directors, aligning their interests with shareholder value creation. |
Stakeholder Impact
- Shareholders: The transactions represent routine changes in a director's equity holdings, including a new grant under a recently adopted equity incentive plan, which aligns director interests with shareholders. The forfeiture for tax purposes is a standard event.
Key Dates
| Date | Description |
|---|---|
| 07/01/2025 | Date of all reported transactions, including forfeiture of restricted stock for tax withholding upon retirement and issuance of new restricted stock. |
| 07/03/2025 | Date the original Form 4 filing was made. |
| 07/07/2025 | Date the amended Form 4/A was signed by Thomas J. Nimbley's attorney-in-fact. |
Keywords
PBF Energy Inc., PBF, Form 4, Insider Trading, Director, Stock Transactions, Restricted Stock, Equity Incentive Plan, Thomas J. Nimbley, Beneficial Ownership, SEC Filing
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