PBF Energy CEO Matthew Lucey Exercises Options, Sells Shares

What Happened
Matthew C. Lucey, CEO, President and a director of PBF Energy (PBF), exercised fully vested stock options on August 14, 2026 and completed same-day share dispositions. He exercised 142,364 options at $6.72 (cost $956,686) and 72,851 options at $13.91 (cost $1,013,357), a total exercise cost of $1,970,043 to acquire 215,215 shares. Of those, 142,364 shares were sold in an open-market sale at $73.50 per share for proceeds of $10,463,754, and 42,584 shares were surrendered/withheld to cover tax liabilities valued at $73.31 per share (approximately $3,121,833). The filing also reports related derivative-conversion entries at $0 reflecting the option-to-share conversion.

Key Details

• Transaction date: 2026-08-14; Form 4 filed 2026-08-17 (appears timely based on business days).
• Option exercises: 142,364 @ $6.72 (F1, $956,686) and 72,851 @ $13.91 (F2, $1,013,357). Both option grants are fully vested (F1 = 11/9/2020 grant; F2 = 11/18/2021 grant).
• Sales/withholding: 142,364 shares sold @ $73.50 = $10,463,754; 42,584 shares withheld for taxes @ $73.31 = ~$3,121,833.
• Net result of these transactions: exercised 215,215 shares, sold/withheld 184,948 shares, leaving roughly 30,267 shares retained from the exercises (unless other holdings or transactions affect totals).
• Transaction codes: M = option exercise; F = shares withheld for tax liability. Derivative-disposal entries at $0 reflect option conversion reporting.
• Shares owned after transaction: not specified in the provided filing.

Context
This was an exercise of fully vested options followed by immediate sales and tax withholding — effectively a cashless/same-day exercise and disposition. Exercises are acquisitions for reporting purposes but, because many shares were sold immediately, this does not necessarily indicate a long-term buy signal. The filing is factual reporting of the exercise and related sales; it does not state the insider’s motives.