PBF Energy Inc.

Previous 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).

Current wording

As of March 31, 2026, PBF Energy owned 118,317,756 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 860,839 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, 2025, respectively).

Previous 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.

Current wording

On February 1, 2025, the Martinez refinery fire occurred. As a result of the Martinez refinery fire, the refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the refinery began producing limited quantities of gasoline, jet fuel, and intermediates. Investigations are being conducted by various regulatory agencies, including the California Department of Industrial Relations, the Division of Occupational Safety and Health (“CalOSHA”), the Bay Area Air District (“BAAD”), 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 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.

Current wording

We expect that the cost of repairs to the fire-damaged units and restoring the refinery to full operational status will be largely 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 reporting period.

Previous 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.

Current wording

Following the full restart of the Martinez refinery, it has achieved planned operating rates. 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 March 31, 2026, we received $106.5 million of unallocated insurance proceeds. Since the date of the fire, we have received cumulative insurance proceeds, net of deductibles and retentions, of $1.0 billion.

Previous 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.

Current wording

In addition, during the three months ended March 31, 2026 and 2025, we recorded operating expenses associated with the Martinez refinery fire of approximately $11.5 million and $78.1 million, respectively.

Previous 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.

Current wording

During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. For the three months ended March 31, 2026, we recorded $9.4 million in expenses related to this initiative. These charges are reflected in General and administrative expenses on the Condensed Consolidated Statements of Operations.

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 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 the offering was 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

The Revolving Credit Facility matures in August 2028 and has a maximum commitment of $3.5 billion, as stated in the amended and restated asset-based revolving credit agreement (the “Revolving Credit Agreement”). There were $350.00 million and $200.00 million outstanding borrowings under the Revolving Credit Facility as of September 30, 2025 and December 31, 2024, respectively.

Current wording

The Revolving Credit Facility matures in August 2028 and has a maximum commitment of $3.5 billion, as stated in the amended and restated asset-based revolving credit agreement (the “Revolving Credit Agreement”). There were $750.00 million and $100.00 million outstanding borrowings under the Revolving Credit Facility as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

As of September 30, 2025 and December 31, 2024, PBF Energy recognized a liability for the Tax Receivable Agreement of $168.2 million and $293.6 million, respectively, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As of December 31, 2024, $125.4 million of the Tax Receivable Agreement obligation was recorded as a current liability and represented the amount paid in January 2025 related to the 2023 tax year. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets.

Current wording

As of both March 31, 2026 and December 31, 2025, PBF Energy recognized a liability for the Tax Receivable Agreement of $168.2 million, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. In January 2025, we made payments under the Tax Receivable Agreement related to the 2023 tax year totaling $130.8 million, inclusive of $5.4 million of interest.

Previous 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.

Current wording

The tables below reflect our consolidated financial and operating highlights for the three months ended March 31, 2026 and 2025 (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 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.

Current wording

Overview— PBF Energy net income was $200.2 million for the three months ended March 31, 2026 compared to net loss of $405.9 million for the three months ended March 31, 2025. Net income attributable to PBF Energy stockholders was $198.3 million, or $1.65 per diluted share, for the three months ended March 31, 2026 ($1.65 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $(0.88) 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 $401.8 million, or $(3.53) per diluted share, for the three months ended March 31, 2025 ($(3.53) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(3.09) 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 (expense). PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the three months ended March 31, 2026 and 2025.

Previous 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.

Current wording

Our results for the three months ended March 31, 2026 were positively impacted by special items consisting of a lower of cost or market (“LCM”) inventory adjustment of $313.0 million, or $231.6 million net of tax, a gain on insurance recoveries of $106.5 million, or $78.8 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $9.4 million, or $7.0 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $11.5 million, or $8.5 million net of tax, and costs related to the RBI initiative of approximately $9.4 million, or $7.0 million net of tax. Our results for the three months ended March 31, 2025 were negatively impacted by special items consisting of expenses related to the Martinez refinery fire of approximately $78.1 million, or $57.8 million net of tax, partially offset by our share of the change to the SBR LCM inventory reserve of $8.7 million, or $6.4 million net of tax.

Previous 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.

Current wording

Revenues—Revenues totaled $7.9 billion for the three months ended March 31, 2026 compared to $7.1 billion for the three months ended March 31, 2025, an increase of approximately $0.8 billion, or 11.3%. Revenues per barrel were $92.88 and $88.33 for the three months ended March 31, 2026 and 2025, respectively, an increase of 5.2% directly related to higher hydrocarbon commodity prices and sale volumes. For the three months ended March 31, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 304,400 bpd, 144,000 bpd, 185,100 bpd, and 210,700 bpd, respectively. For the three months ended March 31, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 262,200 bpd, 137,400 bpd, 157,800 bpd and 173,000 bpd, respectively. For the three months ended March 31, 2026, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 332,200 bpd, 154,200 bpd, 168,600 bpd, and 280,200 bpd, respectively. For the three months ended March 31, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 300,300 bpd, 143,000 bpd, 154,000 bpd and 291,600 bpd, respectively.

Previous 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.

Current wording

Overall average throughput rates at our refineries were higher for the three months ended March 31, 2026, primarily due to the restart of the Martinez refinery. In the prior-year period, increased maintenance activity and unplanned downtime related to the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing 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 $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.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $278.5 million for the three months ended March 31, 2026, compared to $(420.2) million for the three months ended March 31, 2025, an increase of approximately $698.7 million. Gross refining margin totaled $1,036.9 million, or $13.65 per barrel of throughput for the three months ended March 31, 2026 compared to $391.7 million, or $5.96 per barrel of throughput for the three months ended March 31, 2025, an increase of approximately $645.2 million. Gross refining margin excluding special items totaled $723.9 million, or $9.53 per barrel of throughput for the three months ended March 31, 2026. During the three months ended March 31, 2025, our refining margin calculations were not impacted by special items.

Previous 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.

Current wording

Consolidated gross margin and gross refining margin for the three months ended March 31, 2026 were positively impacted by the reversal of a prior-year non-cash LCM adjustment of approximately $313.0 million, driven by the increase in crude oil and refined product prices compared to the prior year. Consolidated gross margin, gross refining margin, and gross refining margin excluding special items increased due to favorable movements in crack spreads and crude oil differentials, as well as higher barrels sold at the majority of our refineries, partially offset by higher RFS compliance costs.

Previous 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.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the EPA finalized new RFS requirements for 2026 and 2027, which included a partial reallocation of small refinery exemptions that were granted for years 2023 to 2025 and revised renewable fuel volume requirements for 2026. Total RFS compliance costs were $278.0 million for the three months ended March 31, 2026 compared to $120.0 million for the three months ended March 31, 2025. The increase was primarily attributable to the newly finalized RFS requirements in addition to higher RIN prices in 2026 compared to 2025.

Previous 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.

Current wording

Average industry margins were notably more favorable during the three months ended March 31, 2026 in comparison to the same period in 2025, primarily due to geopolitical impacts on supply and demand dynamics.

Previous 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.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $26.48 per barrel, or 56.8% higher, in the three months ended March 31, 2026, as compared to $16.89 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by strengthened Dated Brent/Maya and WTI/WCS differentials which increased by $3.75 and $2.33 per barrel, respectively, in comparison to the same period in 2025, which favorably impacted our cost of heavy crudes.

Previous wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $19.03 per barrel, or 5.5% higher, in the nine months ended September 30, 2025 as compared to $18.04 per barrel in the same period in 2024. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a weakened WTI/Bakken differential, which decreased by $0.36 per barrel, slightly offset by a strengthened WTI/Syncrude differential, which increased by $0.13 per barrel, in comparison to the same period in 2024.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $19.39 per barrel, or 41.2% higher, in the three months ended March 31, 2026 as compared to $13.73 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a weakened WTI/Syncrude differential, which decreased by $1.56 per barrel, in comparison to the same period in 2025.

Previous 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.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $29.95 per barrel, or 73.4% higher, in the three months ended March 31, 2026 as compared to $17.27 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by a strengthened WTI/WTS differential, which averaged a discount of 10.21 per barrel for the three months ended March 31, 2026 as compared to a discount of 3.86 per barrel in the same period of 2025.

Previous 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.

Current wording

On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $36.65 per barrel, or 58.7% higher, in the three months ended March 31, 2026 as compared to $23.09 per barrel in the same period in 2025. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $40.92 per barrel, or 60.2% higher, in the three months ended March 31, 2026 as compared to $25.55 per barrel in the same period in 2025. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakened WTI/ANS differential, which averaged a premium of $4.82 per barrel for the three months ended March 31, 2026 as compared to a premium of $4.37 per barrel in the same period of 2025.

Previous wording

Operating expenses— Operating expenses totaled $1,977.0 million for the nine months ended September 30, 2025 compared to $1,950.4 million for the nine months ended September 30, 2024, an increase of approximately $26.6 million, or 1.4%. Of the total $1,977.0 million in operating expenses, $1,903.0 million or $8.56 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $74.0 million related to expenses incurred by the Logistics segment ($1,858.0 million or $7.39 per barrel of throughput, and $92.4 million of operating expenses for the nine months ended September 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 Martinez Refinery Fire, partially offset by lower outside services, including lower legal expenses, as well as lower catalysts and chemicals due to the Martinez refinery downtime and RBI cost savings.

Current wording

Operating expenses— Operating expenses totaled $688.9 million for the three months ended March 31, 2026 compared to $731.8 million for the three months ended March 31, 2025, a decrease of approximately $42.9 million, or 5.9%. Of the total $688.9 million in operating expenses, $661.2 million or $8.70 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $27.7 million related to expenses incurred by the Logistics segment ($706.3 million or $10.74 per barrel of throughput, and $25.5 million of operating expenses for the three months ended March 31, 2025 related to the Refining and Logistics segments, respectively). The decrease in operating expenses in comparison to the same period in 2025 was mainly attributable to lower maintenance expenses at our Martinez refinery related to the Martinez refinery fire, partially offset by higher outside services.

Previous wording

General and administrative expenses— General and administrative expenses totaled $224.7 million for the nine months ended September 30, 2025 compared to $193.6 million for the nine months ended September 30, 2024, an increase of approximately $31.1 million or 16.1%. The increase in general and administrative expenses in comparison to the same period in 2024 was primarily due to higher employee related expenses and higher outside service costs incurred in connection with the RBI initiative. 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 $89.6 million for the three months ended March 31, 2026 compared to $70.4 million for the three months ended March 31, 2025, an increase of approximately $19.2 million or 27.3%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher legal costs and costs incurred in connection with the RBI initiative. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.

Previous 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.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $158.8 million for the three months ended March 31, 2026 (including $155.0 million recorded within Cost of sales), compared to $171.3 million for the three months ended March 31, 2025 (including $167.7 million recorded within Cost of sales), representing a decrease of approximately $12.5 million. The decrease was primarily attributable to certain catalyst and turnaround costs that became fully amortized in 2025, partially offset by an increase in the fixed asset base resulting from capital projects and turnarounds completed since the first quarter of 2025.

Previous 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.

Current wording

Gain on insurance recoveries, net— There was a gain on insurance recoveries of $106.5 million, associated with the Martinez refinery fire for the three months ended March 31, 2026. There were no such gains for the three months ended March 31, 2025.

Previous 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.

Current wording

Equity (gain) loss in investee— There was a gain of $8.3 million and a loss of $17.0 million for the three months ended March 31, 2026 and 2025, respectively, related to our equity share of our investment in SBR.

Previous 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.

Current wording

Loss on sale of assets— There was a loss of $0.3 million for the three months ended March 31, 2026 primarily related to the sale of non-operating refinery assets. There were no such losses for the three months ended March 31, 2025.

Previous 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.

Current wording

Interest expense, net—Interest expense, net totaled $42.1 million for the three months ended March 31, 2026 compared to $36.9 million for the three months ended March 31, 2025, an increase of approximately $5.2 million. The net increase was primarily attributable to higher interest cost associated with the issuance of the 2030 9.875% Senior Notes in March 2025 and higher average outstanding borrowings under our Revolving Credit Facility, partially offset by increased capitalized interest related to the Martinez refinery rebuild. For the three months ended March 31, 2026, 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 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.

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, 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 March 31, 2026 and 2025. 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 (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 March 31, 2026 and 2025 was 22.7% and 26.1%, respectively. For the three months ended March 31, 2026, PBF Energy’s effective tax rate differs from the United States statutory rate, inclusive of state income taxes due to additional tax benefit as a result of equity-based compensation activity.

Previous wording

The Non-GAAP measures presented include Adjusted Fully-Converted Net Income (Loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items, and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to LCM inventory adjustments, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez Refinery Fire, gain on insurance recoveries, costs related to RBI initiative, gain on sale of our terminal assets, net changes in fair value of contingent consideration, and loss on the formation of the SBR equity method investment. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Current wording

The Non-GAAP financial measures presented include Adjusted Fully-Converted Net Income (Loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items, and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to LCM inventory adjustments, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, and costs related to the RBI initiative. See “Notes to Non-GAAP Financial Measures” below for more details on all special items disclosed. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP financial measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

Previous wording

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted Fully-Converted basis excluding special items as described above. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.

Current wording

PBF Energy utilizes results presented on an Adjusted Fully-Converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted Fully-Converted basis excluding special items as described above. We believe that these Adjusted Fully-Converted measures, when presented in conjunction with comparable GAAP financial measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.

Previous wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and nine months ended September 30, 2025 and 2024 (in millions, except share and per share amounts):

Current wording

The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three months ended March 31, 2026 and 2025 (in millions, except share and per share amounts):

Previous wording

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez Refinery Fire, gain on insurance recoveries, costs related to RBI initiative, gain on sale of our terminal assets, net change in the fair value of contingent consideration, loss on the formation of the SBR equity method investment, and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

Current wording

EBITDA, EBITDA excluding special items and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items, and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items, and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items, and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, our share of SBR interest, depreciation, and amortization expense, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to RBI initiative, and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA:

Previous wording

The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity. This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt and the net debt to capitalization ratio are Non-GAAP measures. Net debt is calculated by subtracting cash and cash equivalents from total debt. Total capitalization is calculated by adding total debt and total equity. We believe these measurements are also useful to investors since we have the ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt. Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios excluding the cumulative effects of special items on equity.

Current wording

The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity. This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt and the net debt to capitalization ratio are Non-GAAP financial measures and should not be considered an alternative to any other measure of financial performance or liquidity presented in accordance with GAAP. Net debt is calculated by subtracting cash and cash equivalents from total debt. Total capitalization is calculated by adding total debt and total equity. We believe these measurements are also useful to investors since we have the ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt. Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios excluding the cumulative effects of special items on equity.

Previous wording

LCM inventory adjustment -LCM is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (“LIFO”) inventory valuation methodology, in which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market price is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. In periods where the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between the prior period and the current period. The net impact of these LCM inventory adjustments is included in the Refining segment’s income from operations, but are excluded from the operating results presented, as applicable, in order to make such information comparable between periods.

Current wording

LCM inventory adjustment -LCM is a GAAP requirement for inventory valuation that mandates inventory to be stated at the lower of cost or market. Our inventories are valued at the lower of cost or market with cost determined using the last-in, first-out (“LIFO”) inventory valuation methodology, under which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market price is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. When the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between periods. The net impact of these LCM inventory adjustments is included in the Refining segment’s income from operations, but excluded from the operating results presented, as applicable, to ensure comparability between periods.

Previous wording

SBR LCM inventory adjustment- During the three and nine months ended September 30, 2025, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $17.0 million and increased its income from operations by $16.3 million, respectively. During the three and nine months ended September 30, 2024, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $0.6 million and increased its income from operations by $8.5 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments. For the three and nine months ended September 30, 2025, these LCM adjustments decreased our income from operations by $8.5 million and increased our income from operations by $8.2 million, respectively ($6.3 million and $6.1 million, respectively, net of tax). For the three and nine months ended September 30, 2024, these LCM adjustments decreased our income from operations by $0.3 million and increased our income from operations by $4.2 million, respectively ($0.2 million and $3.1 million, respectively, net of tax).

Current wording

SBR LCM inventory adjustment- During the three months ended March 31, 2026, SBR recorded adjustments to value its inventory to the LCM which increased its income from operations by $18.8 million. During the three months ended March 31, 2025, SBR recorded adjustments to value its inventory to the LCM which increased its income from operations by $17.4 million. Our Equity loss in investee includes our 50% share of these adjustments. For the three months ended March 31, 2026 and 2025, these LCM adjustments increased our income from operations by $9.4 million and $8.7 million, respectively ($7.0 million and $6.4 million, respectively, net of tax).

Previous wording

Martinez refinery fire expenses- During the three and nine months ended September 30, 2025, we recorded operating expenses associated with the Martinez Refinery Fire that decreased income from operations by $14.6 million and $123.1 million, respectively ($10.8 million and $91.1 million, respectively, net of tax). There were no such costs in any of the other periods presented.

Current wording

Martinez refinery fire expenses- During the three months ended March 31, 2026 and 2025, we recorded operating expenses associated with the Martinez refinery fire that decreased income from operations by $11.5 million and $78.1 million, respectively ($8.5 million and $57.8 million, respectively, net of tax).

Previous wording

Gain on insurance recoveries, net - During the three and nine months ended September 30, 2025, we recorded gains on insurance recoveries associated with the Martinez Refinery Fire that increased income from operations by $250.0 million and $439.0 million, respectively ($185.0 million and $324.9 million, respectively, net of tax). There were no such gains in any of the other periods presented.

Current wording

Gain on insurance recoveries, net - During the three months ended March 31, 2026, we recorded gains on insurance recoveries associated with the Martinez refinery fire that increased income from operations and net income by $106.5 million and $78.8 million, respectively. There were no such gains in the three months ended March 31, 2025.

Previous wording

Costs related to RBI initiative - During 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. As a result, for the three and nine months ended September 30, 2025, we recorded expenses related to this initiative that decreased income from operations by $7.9 million and $21.5 million, respectively ($5.8 million and $15.9 million, respectively, net of tax). These charges are included within General and administrative expenses. There were no such charges in any of the other periods presented.

Current wording

Costs related to RBI initiative - During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. As a result, for the three months ended March 31, 2026, we recorded expenses related to the execution of this initiative that decreased income from operations and net income by $9.4 million and $7.0 million, respectively. These charges are included within General and administrative expenses. There were no such charges in the three months ended March 31, 2025.