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Form 8-K PBF Energy Inc. For: Sep 14

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September 15, 2026 8:52 AM EDT
00015345040001566011false 0001534504 2026-09-14 2026-09-14 0001534504 ck0001534504:PBFHOLDINGCOMPANYLLCMember 2026-09-14 2026-09-14
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 14, 2026
 
 
PBF ENERGY INC.
PBF HOLDING COMPANY LLC
(Exact Name of Registrant as Specified in its Charter)
 
 
 
Delaware
  
001-35764
  
45-3763855
Delaware
  
333-186007
  
27-2198168
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Address of the Principal Executive Offices) (Zip Code)
(973)
455-7500
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of The Act:
 
Title of each class
  
Trading Symbol
  
Name of each exchange
on which registered
Common Stock, par value $.001   PBF   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

Item 8.01.

Other Events.

On September 14, 2026, PBF Energy Inc.(the “Company”) issued a press release announcing that its indirect subsidiary, PBF Holding Company LLC (“PBF Holding”) and PBF Holding’s wholly owned subsidiary, PBF Finance Corporation, as co-issuers, priced a private offering of $500 million in aggregate principal amount of 0% senior unsecured exchangeable notes due 2032 (the “Notes Offering”). The Notes Offering is expected to close on September 17, 2026, subject to customary closing conditions. The issuers also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50 million aggregate principal amount of notes.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 8.01, including Exhibit 99.1, does not constitute an offer to sell, or a solicitation of an offer to buy, any of the notes in the Notes Offering, or any other securities of the Company, PBF Holding or PBF Finance Corporation.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
99.1    Notes Offering Pricing Press Release dated September 14, 2026
104    Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: September 14, 2026

    

PBF Energy Inc.

    (Registrant)
   

By:

  

/s/ Trecia M. Canty

   

Name:

  

Trecia M. Canty

   

Title:

  

Senior Vice President, General Counsel and Secretary

 

Date: September 14, 2026

    

PBF Holding Company LLC

    (Registrant)
   

By:

  

/s/ Trecia M. Canty

   

Name:

  

Trecia M. Canty

   

Title:

  

Senior Vice President, General Counsel and Secretary

ATTACHMENTS / EXHIBITS

EX-99.1

XBRL TAXONOMY EXTENSION SCHEMA

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: d175358d8k_htm.xml


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