Form 4: PBF Energy SVP O'Connor Boosts Stake

PBF Energy Senior VP Thomas L. O'Connor increased his direct beneficial ownership of Class A Common Stock by 30,353 shares through a restricted stock grant.

Summary

• Senior Vice President Thomas L. O'Connor of PBF Energy Inc. reported transactions in Class A Common Stock.
• On October 27, 2025, O'Connor disposed of 2,997 shares of Class A Common Stock at a price of $33.44 per share. This disposition is typically for tax withholding purposes related to equity vesting.
• On October 28, 2025, O'Connor acquired 30,353 shares of Class A Common Stock at a price of $0 per share.
• This acquisition constitutes restricted stock issued under the PBF Energy Inc. 2025 Equity Incentive Plan.
• Following these transactions, O'Connor's direct beneficial ownership of Class A Common Stock increased to 205,340 shares.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event for the executive (receiving equity compensation) and aligns management interests with shareholders, without any negative operational or financial implications for the company. The disposition for tax purposes is standard.

Positives

• Senior VP Thomas L. O'Connor received a grant of 30,353 shares of restricted stock, indicating continued executive compensation and retention.
• The grant increases O'Connor's direct beneficial ownership to 205,340 shares, aligning management interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, demonstrating pre-planned and compliant insider trading.

Negatives

• 2,997 shares were disposed of at $33.44, likely for tax withholding, which reduces the immediate net increase in shares.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

Executive compensation through equity grants, such as restricted stock, is a common practice across various industries, including energy, to incentivize and retain key management personnel. These grants align the interests of executives with those of shareholders by linking their personal wealth to the company's stock performance.

Comparison to Industry Standards

• The use of restricted stock grants as part of an equity incentive plan is a standard practice for executive compensation in publicly traded companies, comparable to programs at peers in the energy sector.
• The implementation of a Rule 10b5-1(c) plan for transactions is also a common corporate governance measure, ensuring compliance with insider trading regulations and providing an affirmative defense against claims of trading on material non-public information, similar to practices observed at companies like ExxonMobil or Chevron.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of Senior VP Thomas L. O'Connor's interests with shareholders due to increased equity ownership.
• Employees (specifically management): Reinforces the company's executive compensation structure and retention strategy through equity grants.

Key Dates

Keywords

PBF Energy, PBF, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, Thomas L. O'Connor, Equity Incentive Plan, Rule 10b5-1