PBF Energy Inc.

Previous wording

(3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.

Current wording

(3) At full operating capacity and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.

Previous wording

As of June 30, 2025, PBF Energy owned 115,782,840 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,780 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in us (99.3% and 0.7% as of December 31, 2024, respectively).

Current wording

As of September 30, 2025, PBF Energy owned 115,872,776 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 862,780 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as “the members of PBF LLC other than PBF Energy”). As a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in us (99.3% and 0.7% as of December 31, 2024, respectively).

Previous wording

On February 1, 2025, a fire occurred at our Martinez refinery, which is owned and operated by Martinez Refinery Company LLC (“MRC”), while the refinery was in the preliminary stages of its previously announced turnaround (the “Martinez fire”). As a result of the fire, the refinery was fully shut down for the remainder of the quarter ended March 31, 2025. Investigations are being conducted by various regulatory agencies, including the California Department of Industrial Relations, the Division of Occupational Safety and the Health (“CalOSHA”), the Bay Area Air District (“BAAD”), the Contra Costa County (“CCC”), the department of Justice (“DOJ”), the U.S. Attorney’s Office (“USAO”) and the Environmental Protection Agency (“EPA”). There are uncertainties around these inquiries and investigations and potential results and consequences, including whether any financial penalties will be assessed or changes to the operations of the Martinez refinery will result therefrom. At this time, the potential liabilities, including regulatory penalties, arising from the incident are unknown, and the full financial impact of this incident cannot reasonably be estimated.

Current wording

On February 1, 2025, the Martinez Refinery Fire occurred at our Martinez refinery, which is owned and operated by Martinez Refining Company LLC (“MRC”), while the refinery was in the preliminary stages of its previously announced turnaround. As a result of the Martinez Refinery Fire, the refinery was fully shut down for the remainder of the quarter ended March 31, 2025. Investigations are being conducted by various regulatory agencies, including the California Department of Industrial Relations, the Division of Occupational Safety and the Health (“CalOSHA”), the Bay Area Air District (“BAAD”), the Contra Costa County (“CCC”), the department of Justice (“DOJ”), the United States Attorney’s Office (“USAO”) and the Environmental Protection Agency (“EPA”). There are uncertainties around these inquiries and investigations and potential results and consequences, including whether any financial penalties will be assessed or changes to the operations of the Martinez refinery will result therefrom. At this time, the potential liabilities, including regulatory penalties, arising from the incident are unknown, and the full financial impact of this incident cannot reasonably be estimated.

Previous wording

We expect to restart the refinery in two stages. Certain units that were unaffected by the fire, including the crude unit, were restarted in April 2025 and the refinery began producing limited quantities of gasoline, jet fuel, and intermediates at that time. Restart of the remaining units damaged by the fire, which primarily includes the units scheduled for turnaround, is planned to occur by year-end 2025. Restart of these units is dependent on factors impacting our ability to effect necessary repairs, including those outside of our control such as regulatory permitting and approvals and the availability of certain critical equipment and components.

Current wording

We expect to restart the refinery in two stages. Certain units that were unaffected by the Martinez Refinery Fire, including the crude unit, were restarted in April 2025 and the refinery began producing limited quantities of gasoline, jet fuel, and intermediates at that time. Restart of the remaining units damaged by the Martinez Refinery Fire, which primarily includes the units scheduled for turnaround, is planned to occur by year-end 2025. Restart of these units is dependent on factors impacting our ability to effect necessary repairs, including those outside of our control such as regulatory permitting and approvals and the availability of certain critical equipment and components.

Previous wording

We expect that the cost of repairs to the fire damaged units and restoring the refinery to full operational status will largely be covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given quarter.

Current wording

We expect that the cost of repairs to the fire-damaged units and restoring the refinery to full operational status will largely be covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the Martinez Refinery Fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given quarter.

Previous wording

Our current expectations with respect to the full restart of the Martinez refinery following the fire, the timing of the restart of certain units damaged by the fire, the throughput of the Martinez refinery during this period, and anticipated costs and insurance recoveries related to the fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain. During the second quarter of 2025, we received an unallocated first installment of insurance proceeds totaling $250.0 million after deductibles and retentions.

Current wording

Our current expectations with respect to the full restart of the Martinez refinery following the Martinez Refinery Fire, the timing of the restart of certain units damaged by the Martinez Refinery Fire, the throughput of the Martinez refinery during this period, and anticipated costs and insurance recoveries related to the Martinez Refinery Fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain. During the three months ended June 30, 2025, we received unallocated insurance proceeds totaling $250.0 million, net of deductibles and retentions. Although no cash was received during the three months ended September 30, 2025, we received notice that our insurers agreed to pay a second unallocated installment of insurance proceeds totaling $250.0 million. This amount has been substantially collected as of the date of this filing.

Previous wording

During the three and six months ended June 30, 2025, we initiated our RBI initiative as part of our ongoing strategic process to extract incremental value across our business. In connection with this initiative, we recorded $13.6 million in severance and related charges, included within General and administrative expenses.

Current wording

During 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. For the three and nine months ended September 30, 2025, we recorded $7.9 million and $21.5 million, respectively, in expenses related to this initiative. The nine month total includes $4.7 million in severance charges recognized during the second quarter of 2025. These charges are reflected in General and administrative expenses on the Condensed Consolidated Statements of Operations.

Previous wording

During the three and six months ended June 30, 2025, we received an unallocated first installment of insurance proceeds totaling $250.0 million after deductibles and retentions. As a result, we recorded a Gain on insurance recoveries of $189.0 million on the Condensed Consolidated Statements of Operations, which was net of the $61.0 million receivable that was recorded at March 31, 2025 for the probable recovery of the write down of the net book value of the damaged refinery units and certain fire response costs.

Current wording

As a result, for the three and nine months ended September 30, 2025, we recognized a Gain on insurance recoveries of $250.0 million and $439.0 million, respectively, in the Condensed Consolidated Statements of Operations. The nine month total is net of the $61.0 million receivable previously recorded at March 31, 2025, related to the recovery of the write down of the net book value of the damaged refinery units and certain fire response costs.

Previous wording

In addition, during the three and six months ended June 30, 2025, we recorded operating expenses associated with the Martinez fire of approximately $30.4 million and $108.5 million, respectively.

Current wording

In addition, during the three and nine months ended September 30, 2025, we recorded operating expenses associated with the Martinez Refinery Fire of approximately $14.6 million and $123.1 million, respectively.

Previous wording

On March 17, 2025, we issued $800.0 million in aggregate principal amount of 9.875% senior unsecured notes due 2030 (the “2030 9.875% Senior Notes”). The net proceeds from this offering were approximately $776.0 million after deducting the initial purchasers’ discount and estimated offering expenses. We used the net proceeds, to repay outstanding borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes.

Current wording

On March 17, 2025, we issued $800.0 million in aggregate principal amount of 9.875% senior unsecured notes due 2030 (the “2030 9.875% Senior Notes”). The net proceeds from this offering were approximately $776.0 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds, to repay outstanding borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes.

Previous wording

On December 12, 2022, the Company’s Board of Directors authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). As further approved on February 13, 2024, the Repurchase Program currently allows for repurchases of up to $1.75 billion and has an expiration date of December 2025. During the three and six months ended June 30, 2025, we did not purchase any shares of PBF Energy’s Class A common stock under the Repurchase Program. During the three and six months ended June 30, 2024, the Company purchased 1,952,089 and 4,513,149 shares of PBF Energy’s Class A common stock under the Repurchase Program for $100.1 million and $225.1 million, respectively, inclusive of commissions paid, through open market transactions. Refer to “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Current wording

The Company’s Board of Directors has authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). The Repurchase Program currently allows for repurchases of up to $1.75 billion and does not have an expiration date. During the three and nine months ended September 30, 2025, we did not purchase any shares of PBF Energy’s Class A common stock under the Repurchase Program. During the three and nine months ended September 30, 2024, the Company purchased 2,041,120 and 6,554,269 shares of PBF Energy’s Class A common stock under the Repurchase Program for $75.0 million and $300.1 million, respectively, inclusive of commissions paid, through open market transactions. Refer to “Note 7 - Equity” of our Notes to Consolidated Financial Statements, for additional information.

Previous wording

The tables below reflect our consolidated financial and operating highlights for the three and six months ended June 30, 2025 and 2024 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries, excluding the assets operated by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX is an indirect wholly-owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.

Current wording

The tables below reflect our consolidated financial and operating highlights for the three and nine months ended September 30, 2025 and 2024 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries, excluding the assets operated by PBFX, are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX is an indirect wholly-owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX’s operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.

Previous wording

Overview— PBF Energy net loss was $5.4 million for the three months ended June 30, 2025 compared to net loss of $66.0 million for the three months ended June 30, 2024. Net loss attributable to PBF Energy stockholders was $5.2 million, or $(0.05) per diluted share, for the three months ended June 30, 2025, ($(0.05) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.03) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures) compared to net loss attributable to PBF Energy of $65.2 million, or $(0.56) per diluted share, for the three months ended June 30, 2024 ($(0.56) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(0.54) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax benefit. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended June 30, 2025 and June 30, 2024.

Current wording

Overview— PBF Energy net income was $171.7 million for the three months ended September 30, 2025 compared to net loss of $289.1 million for the three months ended September 30, 2024. Net income attributable to PBF Energy stockholders was $170.1 million, or $1.45 per diluted share, for the three months ended September 30, 2025, ($1.45 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $(0.52) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures) compared to net loss attributable to PBF Energy stockholders of $285.9 million, or $(2.49) per diluted share, for the three months ended September 30, 2024 ($(2.50) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.50) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax expense (benefit). PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended September 30, 2025 and September 30, 2024.

Previous wording

Our results for the three months ended June 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $189.0 million, or $139.9 million net of tax and our share of the adjustment to the SBR lower of cost or market (“LCM”) (“SBR LCM”) inventory reserve of $8.0 million, or $5.9 million net of tax, partially offset by expenses associated with the Martinez fire of approximately $30.4 million, or $22.5 million net of tax and severance and related charges in connection with the RBI initiative of approximately $13.6 million, or $10.1 million net of tax. Our results for the three months ended June 30, 2024 were negatively impacted by a special item consisting of our share of the change to the SBR LCM inventory reserve of $2.1 million, or $1.6 million net of tax.

Current wording

Our results for the three months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $250.0 million, or $185.0 million net of tax, and a gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, partially offset by expenses associated with the Martinez Refinery Fire of approximately $14.6 million, or $10.8 million net of tax, our share of the adjustment to the SBR lower of cost or market (“SBR LCM”) inventory reserve of $8.5 million, or $6.3 million net of tax, and costs related to the RBI initiative of approximately $7.9 million, or $5.8 million net of tax. Our results for the three months ended September 30, 2024 were negatively impacted by special items consisting of a non-cash, pre-tax lower of cost or market (“LCM”) inventory adjustment of approximately $154.5 million, or $114.3 million net of tax and our share of the adjustment to the SBR LCM inventory reserve of $0.3 million, or $0.2 million net of tax.

Previous wording

Revenues—Revenues totaled $7.5 billion for the three months ended June 30, 2025 compared to $8.7 billion for the three months ended June 30, 2024, a decrease of approximately $1.2 billion, or 13.8%. Revenues per barrel were $81.30 and $96.56 for the three months ended June 30, 2025 and 2024, respectively, a decrease of 15.8% directly related to lower hydrocarbon commodity prices. For the three months ended June 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 299,800 bpd, 162,200 bpd, 173,600 bpd and 203,500 bpd, respectively. For the three months ended June 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 319,700 bpd, 139,800 bpd, 165,100 bpd and 296,700 bpd, respectively. For the three months ended June 30, 2025, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 348,800 bpd, 166,600 bpd, 169,700 bpd and 325,300 bpd, respectively. For the three months ended June 30, 2024, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 352,000 bpd, 147,800 bpd, 152,400 bpd and 342,000 bpd, respectively.

Current wording

Revenues—Revenues totaled $7.7 billion for the three months ended September 30, 2025 compared to $8.4 billion for the three months ended September 30, 2024, a decrease of approximately $0.7 billion, or 8.3%. Revenues per barrel were $81.39 and $89.20 for the three months ended September 30, 2025 and 2024, respectively, a decrease of 8.8% directly related to lower hydrocarbon commodity prices. For the three months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 307,800 bpd, 141,500 bpd, 187,700 bpd, and 234,000 bpd, respectively. For the three months ended September 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 307,200 bpd, 160,000 bpd, 164,600 bpd and 303,800 bpd, respectively. For the three months ended September 30, 2025, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 356,500 bpd, 156,200 bpd, 171,700 bpd, and 337,400 bpd, respectively. For the three months ended September 30, 2024, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 342,200 bpd, 163,000 bpd, 160,100 bpd and 356,200 bpd, respectively.

Previous wording

Overall average throughput rates at our refineries were lower in the six months ended June 30, 2025 due to increased maintenance activity and unplanned downtime at our West Coast refineries when compared to the same period in 2024. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Current wording

Overall average throughput rates at our refineries were lower in the three months ended September 30, 2025 primarily due to planned maintenance activity at our Torrance refinery and the fire-related downtime at our Martinez refinery when compared to the same period in 2024. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Previous wording

Consolidated gross margin—Consolidated gross margin totaled $(58.0) million for the three months ended June 30, 2025 compared to $6.3 million for the three months ended June 30, 2024, a decrease of approximately $64.3 million. Gross refining margin totaled $640.1 million, or $8.38 per barrel of throughput for the three months ended June 30, 2025 compared to $681.1 million, or $8.12 per barrel of throughput for the three months ended June 30, 2024, a decrease of approximately $41.0 million. Consolidated gross margin and gross refining margin decreased primarily due to unfavorable movements in crack spreads and crude oil differentials at the majority of our refineries, coupled with the temporary shutdown of the Martinez refinery operations. During both the three months ended June 30, 2025 and June 30, 2024, our refining margin calculations were not impacted by special items.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $39.2 million for the three months ended September 30, 2025 compared to $(288.2) million for the three months ended September 30, 2024, an increase of approximately $327.4 million. Gross refining margin totaled $721.1 million, or $9.00 per barrel of throughput for the three months ended September 30, 2025 compared to $429.6 million, or $5.00 per barrel of throughput for the three months ended September 30, 2024, an increase of approximately $291.5 million. Gross refining margin excluding special items totaled $584.1 million, or $6.79 per barrel of throughput for the three months ended September 30, 2024.

Previous wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $165.0 million for the three months ended June 30, 2025 compared to $116.0 million for the three months ended June 30, 2024.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $169.0 million for the three months ended September 30, 2025 compared to $128.8 million for the three months ended September 30, 2024.

Previous wording

Average industry margins were unfavorable during the six months ended June 30, 2025 compared to the same period in 2024, primarily due to decreased refining margins as a result of unfavorable supply and demand dynamics that impacted crack spreads.

Current wording

Average industry margins were favorable during the three months ended September 30, 2025 compared to the same period in 2024, primarily due to overall increased refining margins as a result of favorable supply and demand dynamics that impacted crack spreads.

Previous wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $19.58 per barrel, or 7.9% lower, in the six months ended June 30, 2025, as compared to $21.26 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya and WTI/Bakken differentials which decreased by $2.67 and $0.58 per barrel, respectively, in comparison to the same period in 2024. The WTI/WCS differential decreased to $11.86 per barrel in the six months ended June 30, 2025 compared to $15.58 in the same period in 2024, which unfavorably impacted our cost of heavy Canadian crude.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $25.82 per barrel, or 59.2% higher, in the three months ended September 30, 2025, as compared to $16.22 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate on the East Coast by a weakened Dated Brent/Maya differential, which decreased by $4.94 per barrel, slightly offset by a wider WTI/Bakken differential, which increased by $0.08 per barrel, in comparison to the same period in 2024. The WTI/WCS differential decreased to $12.54 per barrel in the three months ended September 30, 2025 compared to $15.31 in the same period in 2024, which unfavorably impacted our cost of heavy Canadian crude.

Previous wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $17.47 per barrel, or 4.7% lower, in the six months ended June 30, 2025 as compared to $18.33 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Bakken and WTI/Syncrude differentials, which decreased by $0.58 and $0.34 per barrel, respectively, in comparison to the same period in 2024.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $22.01 per barrel, or 26.0% higher, in the three months ended September 30, 2025 as compared to $17.47 per barrel in the same period in 2024. Our margins were positively impacted from our refinery specific slate in the Mid-Continent by improved WTI/Syncrude and WTI/Bakken differentials, which increased by $1.04 and $0.08 per barrel, respectively, in comparison to the same period in 2024.

Previous wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $20.26 per barrel, or 9.6% higher, in the three months ended June 30, 2025 as compared to $18.48 per barrel in the same period in 2024. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthened WTI/LLS differential, which averaged a premium of $2.31 per barrel for the three months ended June 30, 2025 as compared to a premium of $2.84 per barrel in the same period of 2024.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $24.41 per barrel, or 52.4% higher, in the three months ended September 30, 2025 as compared to $16.02 per barrel in the same period in 2024. Margins on the Gulf Coast were negatively impacted from our refinery specific slate by a weakened WTI/LLS differential, which averaged a premium of $2.11 per barrel for the three months ended September 30, 2025 as compared to a premium of $2.10 per barrel in the same period of 2024.

Previous wording

On the West Coast the ANS (West Coast) 4-3-1 industry crack spread was $28.85 per barrel, or 5.1% higher, in the three months ended June 30, 2025 as compared to $27.44 per barrel in the same period in 2024. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $36.07 per barrel, or 20.6% higher, in the three months ended June 30, 2025 as compared to $29.92 per barrel in the same period in 2024. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $5.01 per barrel for the three months ended June 30, 2025 as compared to a premium of $5.60 per barrel in the same period of 2024.

Current wording

On the West Coast the ANS (West Coast - LA) 4-3-1 industry crack spread was $29.34 per barrel, or 52.3% higher, in the three months ended September 30, 2025 as compared to $19.27 per barrel in the same period in 2024. Additionally, the ANS (West Coast - SF) 3-2-1 industry crack spread was $30.59 per barrel, or 33.3% higher, in the three months ended September 30, 2025 as compared to $22.94 per barrel in the same period in 2024. Our margins on the West Coast were negatively impacted from our refinery specific slate by weakened WTI/ANS differential, which averaged a premium of $5.01 per barrel for the three months ended September 30, 2025 as compared to a premium of $3.67 per barrel in the same period of 2024.

Previous wording

Operating expenses— Operating expenses totaled $631.7 million for the three months ended June 30, 2025 compared to $612.6 million for the three months ended June 30, 2024, an increase of $19.1 million, or 3.1%. Of the total $631.7 million of operating expenses for the three months ended June 30, 2025, $607.5 million, or $7.96 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $24.2 million related to expenses incurred by the Logistics segment ($581.9 million, or $6.94 per barrel, and $30.7 million of operating expenses for the three months ended June 30, 2024 related to the Refining and Logistics segments, respectively). The increase in operating expenses in comparison to the same period in 2024 was mainly attributable to higher maintenance expenses at our Martinez refinery due to the fire incident that took place in February 2025. Additionally, we experienced higher energy costs at certain of our refineries due to an increase in natural gas prices and volumes. This increase was partially offset by lower outside services.

Current wording

Operating expenses— Operating expenses totaled $613.5 million for the three months ended September 30, 2025 compared to $649.7 million for the three months ended September 30, 2024, a decrease of $36.2 million, or 5.6%. Of the total $613.5 million of operating expenses for the three months ended September 30, 2025, $589.2 million, or $7.35 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $24.3 million related to expenses incurred by the Logistics segment ($621.4 million, or $7.22 per barrel, and $28.3 million of operating expenses for the three months ended September 30, 2024 related to the Refining and Logistics segments, respectively). The decrease in operating expenses in comparison to the same period in 2024 was mainly attributable to lower outside services, including legal expenses, as well as lower catalysts and chemicals due to the Martinez refinery downtime and RBI cost savings.

Previous wording

General and administrative expenses— General and administrative expenses totaled $80.3 million for the three months ended June 30, 2025 compared to $65.0 million for the three months ended June 30, 2024, an increase of approximately $15.3 million or 23.5%. The increase in general and administrative expenses for the three months ended June 30, 2025 in comparison to the three months ended June 30, 2024 was primarily a result of severance and related charges incurred in connection with the RBI initiative. Our general and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Current wording

General and administrative expenses— General and administrative expenses totaled $74.0 million for the three months ended September 30, 2025 compared to $65.4 million for the three months ended September 30, 2024, an increase of approximately $8.6 million or 13.1%. The increase in general and administrative expenses for the three months ended September 30, 2025 in comparison to the three months ended September 30, 2024 was primarily a result of higher employee related expenses and higher outside service costs incurred in connection with the RBI initiative. Our general and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Previous wording

Gain on insurance recoveries— There was a gain on insurance recoveries of $189.0 million, associated with the Martinez fire for the three months ended June 30, 2025. There were no such gains for the three months ended June 30, 2024.

Current wording

Gain on insurance recoveries, net— There was a gain on insurance recoveries of $250.0 million, associated with the Martinez Refinery Fire for the three months ended September 30, 2025. There were no such gains for the three months ended September 30, 2024.

Previous wording

Equity loss in investee— There was a loss of $4.3 million and $12.4 million for the three months ended June 30, 2025 and June 30, 2024, respectively, related to our equity share of our investment in SBR.

Current wording

Equity loss in investee— There was a loss of $19.7 million and $29.4 million for the three months ended September 30, 2025 and September 30, 2024, respectively, related to our equity share of our investment in SBR.

Previous wording

(Gain) loss on sale of assets— There was a gain of $0.2 million and a loss of $0.2 million for the three months ended June 30, 2025 and June 30, 2024, respectively, primarily related to the sale of non-operating refinery assets.

Current wording

Gain on sale of assets— There was a gain of $94.0 million for the three months ended September 30, 2025 primarily related to the sale of terminal assets. There were no such gains for the three months ended September 30, 2024.

Previous wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $161.5 million for the three months ended June 30, 2025 (including $157.9 million recorded within Cost of sales) compared to $158.1 million for the three months ended June 30, 2024 (including $154.8 million recorded within Cost of sales), an increase of $3.4 million. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed since the second quarter of 2024.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $162.7 million for the three months ended September 30, 2025 (including $159.1 million recorded within Cost of sales) compared to $161.8 million for the three months ended September 30, 2024 (including $158.5 million recorded within Cost of sales), an increase of $0.9 million. The increase was a result of a general increase in our fixed asset base due to capital projects and turnarounds completed since the third quarter of 2024.

Previous wording

Interest expense, net— Interest expense, net totaled $53.8 million for the three months ended June 30, 2025 compared to $17.3 million for the three months ended June 30, 2024, an increase of approximately $36.5 million. The net increase is mainly attributable to higher interest cost associated with the issuance of the 2030 9.875% Senior Notes in March 2025 and higher outstanding borrowings on our Revolving Credit Facility. Additionally, there was a $10.2 million decrease in interest income earned during the three months ended June 30, 2025 driven by lower interest rates and cash deposits in comparison to the same period in the prior year. For the three months ended June 30, 2025, interest expense includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Current wording

Interest expense, net— Interest expense, net totaled $50.3 million for the three months ended September 30, 2025 compared to $21.4 million for the three months ended September 30, 2024, an increase of approximately $28.9 million. The net increase is mainly attributable to higher interest cost associated with the issuance of the 2030 9.875% Senior Notes in March 2025 and higher outstanding borrowings on our Revolving Credit Facility. Additionally, there was a $2.7 million decrease in interest income earned during the three months ended September 30, 2025 driven by lower interest rates and cash deposits in comparison to the same period in the prior year. For the three months ended September 30, 2025, interest expense includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.

Previous wording

Income tax benefit—PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining L.L.C. (“Chalmette Refining”) and our Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”) are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3%, on a weighted-average basis for both the three months ended June 30, 2025 and June 30, 2024. PBF Energy’s Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the three months ended June 30, 2025 and June 30, 2024 was 49.5% and 28.0%, respectively. For the three months ended June 30, 2025, PBF Energy’s effective tax rate differed from the United States statutory rate, inclusive of state income taxes, primarily due to the impact the permanent items had on the pretax loss for the quarter.

Current wording

Income tax expense (benefit)—PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as “flow-through” entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining L.L.C. (“Chalmette Refining”) and our Canadian subsidiary, PBF Energy Limited (“PBF Ltd.”) are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC’s taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC’s amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy’s allocable share of PBF LLC’s pre-tax income or loss, which was approximately 99.3%, on a weighted-average basis for both the three months ended September 30, 2025 and September 30, 2024. PBF Energy’s Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy’s effective tax rate, excluding the impact of noncontrolling interest, for the three months ended September 30, 2025 and September 30, 2024 was 27.4% and 29.2%, respectively. For the three months ended September 30, 2025, PBF Energy’s effective tax rate was relatively consistent with the United States statutory rate.

Previous wording

Overview— PBF Energy net loss was $411.3 million for the six months ended June 30, 2025 compared to net income of $41.5 million for the six months ended June 30, 2024. Net loss attributable to PBF Energy stockholders was $407.0 million, or $(3.58) per diluted share, for the six months ended June 30, 2025 ($(3.58) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(4.12) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures), compared to net income attributable to PBF Energy of $41.4 million, or $0.33 per diluted share, for the six months ended June 30, 2024 ($0.33 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $0.34 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax (benefit) expense. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the six months ended June 30, 2025 and June 30, 2024.

Current wording

Overview— PBF Energy net loss was $239.6 million for the nine months ended September 30, 2025 compared to net loss of $247.6 million for the nine months ended September 30, 2024. Net loss attributable to PBF Energy stockholders was $236.9 million, or $(2.08) per diluted share, for the nine months ended September 30, 2025 ($(2.08) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(4.64) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures), compared to net loss attributable to PBF Energy stockholders of $244.5 million, or $(2.09) per diluted share, for the nine months ended September 30, 2024 ($(2.11) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(1.12) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy’s equity interest in PBF LLC’s pre-tax income (loss), less applicable income tax benefit. PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the nine months ended September 30, 2025 and September 30, 2024.

Previous wording

Our results for the six months ended June 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $189.0 million, or $139.9 million net of tax and our share of the adjustment to the SBR LCM inventory reserve of $16.7 million, or $12.4 million net of tax, partially offset by expenses associated with the Martinez fire of approximately $108.5 million, or $80.3 million net of tax and severance and related charges in connection with the RBI initiative of approximately $13.6 million, or $10.1 million net of taxes. Our results for the six months ended June 30, 2024 were negatively impacted by a special item consisting of a decrease to our gain on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax, partially offset by our share of the change to the SBR LCM inventory reserve of $4.5 million, or $3.3 million net of tax and a change in fair value of the earn-out obligation associated with the acquisition of the Martinez refinery and logistics assets (the “Martinez Contingent Consideration”) of $3.3 million, or $2.4 million net of tax.

Current wording

Our results for the nine months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $439.0 million, or $324.9 million net of tax, gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $8.2 million, or $6.1 million net of tax, partially offset by expenses associated with the Martinez Refinery Fire of approximately $123.1 million, or $91.1 million net of tax and costs related to the RBI initiative of approximately $21.5 million, or $15.9 million net of tax. Our results for the nine months ended September 30, 2024 were negatively impacted by special items consisting of a non-cash, pre-tax LCM inventory adjustment of approximately $154.5 million, or $114.3 million net of tax, and a decrease to our gain on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax, partially offset by our share of the change to the SBR LCM inventory reserve of $4.2 million, or $3.1 million net of tax, and a change in fair value of the earn-out obligation associated with the acquisition of the Martinez refinery and logistics assets (the “Martinez Contingent Consideration”) of $3.3 million, or $2.4 million net of tax.

Previous wording

Excluding the impact of these special items, when comparing our results to the six months ended June 30, 2024, we experienced an overall decrease in our refining margins due to unfavorable movements in crack spreads and crude oil differentials and lower barrels sold at the majority of our refineries. In addition, the fire that occurred at our Martinez refinery during preliminary turnaround activities, resulted in the temporary shutdown of refinery operations. These decreasing metrics combined with the Martinez fire have negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2024.

Current wording

Excluding the impact of special items, our results for the nine months ended September 30, 2025, reflect an overall decrease in refining margins compared to the same period in 2024. This decrease was primarily driven by unfavorable movements in crude oil differentials, as well as lower throughput volumes and barrels sold at the majority of our refineries. In addition, the Martinez Refinery Fire resulted in the temporary shutdown of refinery operations. These decreasing metrics combined with the Martinez Refinery Fire negatively impacted our revenues, gross margin, and operating income in comparison to the same period in 2024.

Previous wording

Revenues—Revenues totaled $14.5 billion for the six months ended June 30, 2025 compared to $17.4 billion for the six months ended June 30, 2024, a decrease of approximately $2.9 billion, or 16.7%. Revenues per barrel were $84.57 and $95.26 for the six months ended June 30, 2025 and 2024, respectively, a decrease of 11.2% directly related to lower hydrocarbon commodity prices. For the six months ended June 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 281,000 bpd, 149,900 bpd, 165,800 bpd and 188,300 bpd, respectively. For the six months ended June 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 316,200 bpd, 126,100 bpd, 168,000 bpd and 299,200 bpd, respectively. For the six months ended June 30, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 324,600 bpd, 154,900 bpd, 161,900 bpd and 308,500 bpd, respectively. For the six months ended June 30, 2024, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 360,000 bpd, 136,700 bpd, 160,700 bpd and 345,200 bpd, respectively.

Current wording

Revenues—Revenues totaled $22.2 billion for the nine months ended September 30, 2025 compared to $25.8 billion for the nine months ended September 30, 2024, a decrease of approximately $3.6 billion, or 14.0%. Revenues per barrel were $83.45 and $93.20 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of 10.5% directly related to lower hydrocarbon commodity prices. For the nine months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 290,100 bpd, 147,000 bpd, 173,200 bpd, and 203,700 bpd, respectively. For the nine months ended September 30, 2024, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 313,200 bpd, 137,400 bpd, 166,900 bpd and 300,700 bpd, respectively. For the nine months ended September 30, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 335,400 bpd, 155,300 bpd, 165,200 bpd, and 318,200 bpd, respectively. For the nine months ended September 30, 2024, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 354,000 bpd, 145,500 bpd, 160,500 bpd and 348,900 bpd, respectively.

Previous wording

Overall average throughput rates at our refineries were lower in the three months ended June 30, 2025 primarily due to increased maintenance activity and unplanned downtime at our West Coast refineries when compared to the same period in 2024. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Current wording

Overall average throughput rates at our refineries were lower in the nine months ended September 30, 2025 primarily due to increased maintenance activity and unplanned downtime at our West Coast refineries when compared to the same period in 2024. We plan to continue operating our refineries based on demand and current market conditions. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.

Previous wording

Consolidated gross margin—Consolidated gross margin totaled $(478.2) million for the six months ended June 30, 2025, compared to $224.5 million for the six months ended June 30, 2024, a decrease of approximately $702.7 million. Gross refining margin totaled $1,031.8 million, or $7.26 per barrel of throughput for the six months ended June 30, 2025 compared to $1,639.4 million, or $9.91 per barrel of throughput for the six months ended June 30, 2024, a decrease of approximately $607.6 million. Consolidated gross margin and gross refining margin decreased due to unfavorable movements in crack spreads and crude oil differentials and lower barrels sold at the majority of our refineries, coupled with the temporary shutdown of the Martinez refinery operations. During both the six months ended June 30, 2025 and June 30, 2024, our refining margin calculations were not impacted by special items.

Current wording

Consolidated gross margin and gross refining margin for the nine months ended September 30, 2024 were negatively impacted by a non-cash LCM adjustment of approximately $154.5 million resulting from the decrease in crude oil and refined product prices from the year ended 2023 to the end of the third quarter of 2024. During the nine months ended September 30, 2025 our consolidated gross margin and gross refining margin were not impacted by special items. Consolidated gross margin and gross refining margin decreased due to unfavorable movements in crude oil differentials and lower barrels sold at the majority of our refineries, as well as the temporary shutdown of the Martinez refinery operations due to the Martinez Refinery Fire.

Previous wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $285.0 million for the six months ended June 30, 2025 compared to $245.7 million for the six months ended June 30, 2024.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. Total RFS compliance costs were $454.0 million for the nine months ended September 30, 2025 compared to $374.5 million for the nine months ended September 30, 2024.

Previous wording

Average industry margins were unfavorable during the three months ended June 30, 2025 compared to the same period in 2024, primarily due to decreased refining margins as a result of unfavorable supply and demand dynamics that impacted crude oil differentials.

Current wording

Average industry margins were marginally favorable during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to constructive supply and demand dynamics. However, unfavorable light-heavy crude differentials negatively pressured margins.

Previous wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $22.24 per barrel, or 3.6% higher, in the three months ended June 30, 2025, as compared to $21.46 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya and WTI/Bakken differentials, which decreased by $2.92 and $0.21 per barrel, respectively, in comparison to the same period in 2024. The WTI/WCS differential decreased to $10.65 per barrel in the three months ended June 30, 2025 compared to $13.60 in the same period in 2024, which unfavorably impacted our cost of heavy Canadian crude.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $21.72 per barrel, or 11.0% higher, in the nine months ended September 30, 2025, as compared to $19.56 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate on the East Coast by weakened Dated Brent/Maya and WTI/Bakken differentials which decreased by $3.33 and $0.36 per barrel, respectively, in comparison to the same period in 2024. The WTI/WCS differential decreased to $12.07 per barrel in the nine months ended September 30, 2025 compared to $15.46 in the same period in 2024, which unfavorably impacted our cost of heavy Canadian crude.