PBF Energy Inc.·4

Feb 18, 4:15 PM ET

Control Empresarial de Capitales S.A. de C.V. 4

4 · PBF Energy Inc. · Filed Feb 18, 2026

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PBF Energy 10% Owner Control Empresarial Sells 375,000 Shares

What Happened Control Empresarial de Capitales S.A. de C.V., a reported 10% owner of PBF Energy (PBF), sold a total of 375,000 PBF shares in two sales. On 2026-02-13 it sold 300,000 shares at a weighted average price reported as $34.23 (total ≈ $10,269,840; prices in the batch ranged $34.00–$34.44 per F1). On 2026-02-17 it sold 75,000 shares at a weighted average price reported as $34.11 (total ≈ $2,557,995; prices in the batch ranged $34.00–$34.60 per F2). The combined proceeds were about $12,827,835. Both transactions are reported as sales (S), via open market or private sale.

Key Details

  • Transaction dates and reported weighted prices:
    • 2026-02-13: 300,000 shares @ weighted avg $34.23 (range $34.00–$34.44) — ≈ $10,269,840. (F1)
    • 2026-02-17: 75,000 shares @ weighted avg $34.11 (range $34.00–$34.60) — ≈ $2,557,995. (F2)
  • Total sold: 375,000 shares for roughly $12.83 million.
  • Shares owned after the transactions: not specified in the provided summary — see the filed Form 4 for post-transaction ownership details.
  • Footnotes: F1 and F2 disclose price ranges for multiple executions; F3 references an attached Exhibit 99.1 incorporated by reference.
  • Filing timeliness: The Form 4 was filed on 2026-02-18 with a Period of Report beginning 2026-02-13. The 2/13 sale was reported five days later, which appears later than the standard Section 16 reporting window (typically two business days) for insiders — review the Form 4 for any explanatory notes.

Context This filing reflects sales by a 10% institutional owner (Control Empresarial), not an executive’s personal trading. Sales by large shareholders can be for many reasons and do not, by themselves, indicate a change in company fundamentals. For full details (including exact per-trade prices and any additional exhibits), consult the Form 4 and attached Exhibit 99.1.

Insider Transaction Report

Form 4
Period: 2026-02-13
Transactions
  • Sale

    Class A Common Shares (as defined in Exhibit 99.1 hereto)

    [F1][F3]
    2026-02-13$34.23/sh300,000$10,269,84028,140,198 total
  • Sale

    Class A Common Shares (as defined in Exhibit 99.1 hereto)

    [F2][F3]
    2026-02-17$34.11/sh75,000$2,557,99528,065,198 total
Footnotes (3)
  • [F1]Weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.44 inclusive. 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.
  • [F2]Weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.60 inclusive. 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.
  • [F3]See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.
Signature
/s/ MARCO ANTONIO SLIM DOMIT, ATTORNEY-IN-FACT|2026-02-18

Documents

2 files