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PBF Energy Inc.

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

PBF$67.27-1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-30.

0001534504-26-000030

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001534504-26-000041

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 178 previous paragraphs and 198 current paragraphs.

88 unchanged; 79 reworded; 30 added; 10 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (30)

Current report

On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 9.875% senior unsecured notes due 2030 (“2030 9.875% Senior Notes”) at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand.

Current report

On September 30, 2026, PBF Holding amended and restated its existing asset-based revolving credit agreement (the “Revolving Credit Agreement”), extending the maturity of the PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”) through September 30, 2031 and increasing the maximum commitment from $3.5 billion to $4.0 billion. Refer to “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.

Current report

2032 0.00% Exchangeable Notes and Redemption of 2030 7.875% Senior Notes

Current report

On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 0.00% exchangeable unsecured senior notes due 2032 (the “2032 Exchangeable Notes”). The proceeds from the offering, together with available cash, were used in part to redeem all $500.0 million of PBF Holding’s outstanding 7.875% senior unsecured notes due 2030 (the “2030 7.875% Senior Notes”). Refer to “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.

Current report

On September 9, 2026, PBF LLC closed on an agreement with Air Products West Coast Hydrogen LLC (“Air Products”) to acquire two hydrogen production plants located at the Torrance refinery (the “Hydrogen Plants Asset Purchase”) that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining Company LLC (“Torrance Refining”). Refer to “Note 1 - Description of the Business and Basis of Presentation”, “Note 4 - Credit Facilities and Debt”, “Factors Affecting Comparability Between Periods”, and “Liquidity and Capital Resources” for further information.

Current report

On September 30, 2026, PBF Holding entered into an amendment and restatement of the Revolving Credit Agreement, which amended and restated the previously existing revolving credit agreement dated as of August 23, 2023 (as amended from time to time, the “Prior Credit Agreement”). Among other things, the Revolving Credit Agreement extended the maturity of the Revolving Credit Facility through September 30, 2031, increased the maximum commitment from $3.5 billion to $4.0 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility. The interest rate on advances and the fees for letters of credit are generally consistent with those under the Prior Credit Agreement. There were no outstanding borrowings under the Revolving Credit Facility as of September 30, 2026, compared with $100.0 million as of December 31, 2025.

Current report

On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of the 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in “Note 4 - Credit Facilities and Debt”, and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.

Current report

Refer to “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.

Current report

On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.

Current report

The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and a promissory note issued by PBF LLC and guaranteed by us (the “Promissory Note”). The Promissory Note was issued on September 9, 2026, and was initially recorded as debt of approximately $341.1 million. Refer to “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.

Current report

As a result of the Hydrogen Plants Asset Purchase, we recognized property, plant and equipment associated with the acquired hydrogen production plants of approximately $388.4 million and derecognized the operating lease liability and related right-of-use asset associated with the hydrogen plants of approximately $139.7 million and $140.2 million, respectively.

Current report

On September 30, 2025, through a subsidiary of PBFX, we closed on the sale of two of our non-core refined product terminal facilities located in Philadelphia, PA and Knoxville, TN for $175.4 million, excluding commissions and customary closing costs. The sale resulted in a gain of approximately $94.0 million in the three and nine months ended September 30, 2025, included in Gain on sale of assets on the Condensed Consolidated Statements of Operations.

Current report

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 had agreed to pay a second unallocated installment of insurance proceeds totaling $250.0 million. This amount was included in Accounts receivable on the Condensed Consolidated Balance Sheets and was substantially collected at the beginning of the fourth quarter of 2025. 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, on the Condensed Consolidated Statements of Operations. The nine-month amount was net of the $61.0 million receivable recorded at March 31, 2025.

Current report

Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Current report

Loss on extinguishment of debt— For the nine months ended September 30, 2026, there was a loss on the extinguishment of debt of $30.2 million, related to the redemption of the 2028 6.00% Senior Notes and 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, as well as the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the nine months ended September 30, 2025.

Current report

Gain on sale of terminal assets - During both the three and nine months ended September 30, 2025, we recorded a gain on the sale of our terminal assets, through a subsidiary of PBFX, which increased income from operations and net income by $94.0 million and $69.6 million, respectively. There were no such gains during any of the other periods presented.

Current report

No incremental shares attributable to the 2032 Exchangeable Notes were included in diluted weighted-average shares outstanding because the market price of the Class A common stock did not exceed the applicable exchange price during the period. Only the portion of the exchange value, if any, in excess of the principal amount of the notes may be settled in shares and result in incremental shares for diluted net income (loss) per share. Such shares are included only when their effect is dilutive and are excluded when anti-dilutive, including during periods in which the Company reports a net loss.

Current report

On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 2030 9.875% Senior Notes at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand as of September 30, 2026.

Current report

On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in “Note 4 - Credit Facilities and Debt”, and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.

Current report

On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 7.875% Senior Notes redeemed was approximately $519.7 million, plus accrued and unpaid interest and the applicable redemption premium.

Current report

On September 30, 2026, we entered into the Revolving Credit Agreement. The Revolving Credit Agreement amended and restated the Prior Credit Agreement. Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through September 30, 2031, increased the maximum commitment to $4.0 billion from $3.5 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility as compared to the Prior Credit Agreement. The interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement.

Current report

On September 9, 2026, PBF LLC issued the Promissory Note, as partial consideration for the acquisition from Air Products of two hydrogen production plants located at the Torrance refinery, which provides for periodic payments through April 2039. Refer to “Note 1 - Description of the Business and Basis of Presentation” for further information. The Promissory Note was recorded as debt of approximately $341.1 million at closing.

Current report

On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.

Current report

The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and the Promissory Note of approximately $341.1 million. Refer to “Note 1 - Description of the Business and Basis of Presentation” and “Note 4 - Credit Facilities and Debt” of our Notes to Condensed Consolidated Financial Statements, for further information.
Removed paragraphs (10)

Previous report

On February 1, 2025, the Martinez refinery fire occurred. As a result of the Martinez refinery fire, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez 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 report

Upon completion of construction activities, the Martinez refinery returned to full operations in May 2026. All units affected by the Martinez refinery fire have returned to operational status and are operating at planned rates, which are expected to continue through the planned turnaround of the Martinez refinery’s hydrocracker complex. Following the successful completion of extensive inspections and operational evaluations, the hydrocracker complex turnaround, previously scheduled for late in the second quarter of 2026, has been rescheduled to late in the third quarter of 2026.

Previous report

During the three and six months ended June 30, 2026, we received $250.0 million and $356.5 million of unallocated insurance proceeds, respectively, which were recognized as a Gain on insurance recoveries on the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2025, we received an unallocated installment of $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.

Previous report

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”). We may borrow or repay outstanding amounts on the Revolving Credit Facility from time to time depending on working capital or other cash flow needs of the business. There were no outstanding borrowings under the Revolving Credit Facility as of June 30, 2026, compared with $100.0 million as of December 31, 2025.

Previous report

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Previous report

On July 20, 2026, we entered into an agreement with Air Products and Chemicals, Inc. to acquire two hydrogen production plants located at the Torrance refinery that were subject to operating lease arrangements as of June 30, 2026. Upon closing, we will become the owner and operator of the hydrogen plants.

Previous report

The transaction includes a secured promissory note to be issued by PBF LLC that will become effective upon closing. The discounted value of the promissory note is estimated to range between $320.0 million - $340.0 million, including consideration of certain contingent payment amounts, dependent upon timing of closing.

Previous report

The transaction is expected to close in the second half of 2026 and is subject to customary closing conditions and certain regulatory approvals.
Reworded paragraphs (79)

Previous wording

As of June 30, 2026, PBF Energy owned 118,537,421 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).

Current wording

As of September 30, 2026, PBF Energy owned 121,346,364 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 828,043 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 May 28, 2026, we issued $500.0 million aggregate principal amount of 7.25% senior unsecured notes due 2034 (the “2034 7.25% Senior Notes”). Net proceeds from the offering were $492.1 million after deducting the initial purchasers’ discount and offering expenses. We used the net proceeds from the offering and available cash to fully redeem the 6.00% senior unsecured notes due 2028 (the “2028 6.00% Senior Notes”), plus accrued and unpaid interest.

Current wording

On May 28, 2026, PBF Holding issued $500.0 million aggregate principal amount of the 7.25% senior unsecured notes due 2034 (the “2034 7.25% Senior Notes”). Net proceeds from the offering were $492.1 million after deducting the initial purchasers’ discount and offering expenses. PBF Holding used the net proceeds from the offering and available cash to fully redeem the 6.00% senior unsecured notes due 2028 (the “2028 6.00% Senior Notes”), plus accrued and unpaid interest.

Previous wording

On June 25, 2026, we exercised our rights under the indenture governing the 2028 6.00% Senior Notes to redeem all outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million plus accrued and unpaid interest. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $2.2 million and was recorded as a Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations.

Current wording

On June 25, 2026, PBF Holding redeemed all of the outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million, plus accrued and unpaid interest. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $2.2 million and was recorded as a Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations.

Previous wording

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

Current wording

On March 17, 2025, PBF Holding issued $800.0 million aggregate principal amount of the 2030 9.875% Senior Notes. Net proceeds from the offering were $776.0 million after deducting the initial purchasers’ discount and offering expenses. PBF Holding used the net proceeds from the offering to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.

Previous wording

The Martinez refinery fire occurred on February 1, 2025. As a result, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez refinery began producing limited quantities of gasoline, jet fuel, and intermediates, while the remaining units remained offline. During the second quarter in 2026, assets were transferred to refinery operations for commissioning and restart. All units affected by the Martinez refinery fire have returned to operational status and are running at planned rates. Investigations by various regulatory agencies are ongoing. Consequently, throughput volumes at the Martinez refinery in 2026 were significantly above 2025 levels.

Current wording

The Martinez refinery fire occurred on February 1, 2025. As a result, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez refinery began producing limited quantities of gasoline, jet fuel, and intermediates. Investigations regarding the Martinez refinery fire by various regulatory agencies are ongoing. Following the completion of construction activities, the Martinez refinery returned to full operations in May 2026. All units affected by the Martinez refinery fire have returned to operational status and are operating at planned rates.

Previous wording

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 and six months ended June 30, 2026, we received $250.0 million and $356.5 million, respectively, of unallocated insurance proceeds. Since the date of the Martinez refinery fire, we have received cumulative insurance proceeds, net of deductibles and retentions, of $1.25 billion.

Current wording

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 nine months ended September 30, 2026, we received $356.5 million of unallocated insurance proceeds, which were recognized as a Gain on insurance recoveries on the Condensed Consolidated Statements of Operations. No such proceeds were received during the three months ended September 30, 2026.

Previous wording

In addition, during the three and six months ended June 30, 2026, we incurred operating expenses associated with the Martinez refinery fire of approximately $22.7 million and $34.2 million, respectively (compared to $30.4 million and $108.5 million, respectively, during the three and six months ended June 30, 2025).

Current wording

In addition, during the nine months ended September 30, 2026, we incurred $34.2 million in operating expenses associated with the Martinez refinery fire. No such expenses were incurred during the three months ended September 30, 2026, compared to $14.6 million and $123.1 million incurred during the three and nine months ended September 30, 2025, respectively.

Previous wording

During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to generate incremental value across our business. For the three and six months ended June 30, 2026, we recognized $9.2 million and $18.6 million, respectively, of expenses related to this initiative, compared to $13.6 million for both the three and six months ended June 30, 2025. These charges are included 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 generate incremental value across our business. For the three and nine months ended September 30, 2026, we recognized $11.0 million and $29.6 million, respectively, of expenses related to this initiative, compared to $7.9 million and $21.5 million, respectively, during the three and nine months ended September 30, 2025. These charges are included in General and administrative expenses on the Condensed Consolidated Statements of Operations.

Previous wording

Recent hostilities involving the United States, Israel, the Gulf States, and Iran have disrupted global energy markets and trade flows, contributing to increased volatility in crude oil and refined product prices. Actions affecting regional shipping routes, including through the Strait of Hormuz, and impacts to certain Middle Eastern energy infrastructure have led to higher freight costs, longer transit times and supply chain disruptions. These conditions have supported higher global refining margins and increased demand for U.S. refined products during the period, while also resulting in higher and more volatile crude oil prices, increased feedstock costs and elevated working capital requirements. The net impact on our results of operations has varied based on the timing and magnitude of changes in crude oil prices and refined product margins. The extent to which these conditions will continue remains uncertain and dependent on future developments, including the duration and scope of the conflict, potential further disruptions to supply or transit routes and the response of global markets. We continue to monitor the situation and adjust our operations as appropriate.

Current wording

Recent hostilities involving the United States, Israel, the Gulf States, and Iran have disrupted global energy markets and trade flows, contributing to increased volatility in crude oil and refined product prices. Actions affecting regional shipping routes, including through the Strait of Hormuz, and impacts to certain Middle Eastern energy infrastructure have led to higher freight costs, longer transit times and supply chain disruptions. These conditions have supported higher global refining margins and increased demand for U.S. refined products during the period, while also resulting in higher and more volatile crude oil prices, increased feedstock costs, surging shipping and freight costs, and elevated working capital requirements. The net impact on our results of operations has varied based on the timing and magnitude of changes in crude oil prices and refined product margins. The extent to which these conditions will continue remains uncertain and dependent on future developments, including the duration and scope of the conflict, potential further disruptions to supply or transit routes and the response of global markets. We continue to monitor the situation and adjust our operations as appropriate.

Previous wording

We and our subsidiaries have various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to “Note 5 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for transactions with SBR.

Current wording

We and our subsidiaries have various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to “Note 5 - Related Party Transactions” of our Notes to Condensed Consolidated Financial Statements for details on transactions with SBR.

Previous wording

The tables below reflect our consolidated financial and operating highlights for the three and six months ended June 30, 2026 and 2025 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and, excluding the assets operated by PBFX, 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, 2026 and 2025 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and, excluding the assets operated by PBFX, 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 $915.0 million for the three months ended June 30, 2026 compared to net loss of $5.4 million for the three months ended June 30, 2025. Net income attributable to PBF Energy stockholders was $906.4 million, or $7.54 per diluted share, for the three months ended June 30, 2026, ($7.54 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $6.22 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) compared to net loss attributable to PBF Energy stockholders of $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). 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 June 30, 2026 and 2025.

Current wording

Overview— PBF Energy net income was $1,543.3 million for the three months ended September 30, 2026 compared to net income of $171.7 million for the three months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $1,529.3 million, or $12.54 per diluted share, for the three months ended September 30, 2026, ($12.54 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $12.78 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) compared to net income attributable to PBF Energy stockholders of $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). 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, 2026 and 2025.

Previous wording

Our results for the three months ended June 30, 2026 were positively impacted by a special item consisting of a gain on insurance recoveries of $250.0 million, or $185.0 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $22.7 million, or $16.8 million net of tax, costs related to the RBI initiative of approximately $9.2 million, or $6.8 million net of tax, and a loss on extinguishment of debt of $2.2 million, or $1.6 million net of tax, related to the redemption of the 2028 6.00% Senior Notes. 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 (“SBR LCM”) inventory reserve of $8.0 million, or $5.9 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $30.4 million, or $22.5 million net of tax and costs related to the RBI initiative of approximately $13.6 million, or $10.1 million net of tax.

Current wording

Our results for the three months ended September 30, 2026 were negatively impacted by special items consisting of costs related to the RBI initiative of approximately $11.0 million, or $8.2 million net of tax, and a loss on extinguishment of debt of $28.0 million, or $20.7 million net of tax, related to the redemption of the 2030 7.875% Senior Notes and the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities. 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.

Previous wording

Excluding the impact of special items, our results for the three months ended June 30, 2026 reflect an overall increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes across the majority of our refineries, partially offset by higher RFS compliance costs. Ongoing geopolitical conflicts affecting global supply and trade flows also contributed to these dynamic market conditions.

Current wording

Excluding the impact of special items, our results for the three months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.

Previous wording

Revenues—Revenues totaled $11.7 billion for the three months ended June 30, 2026 compared to $7.5 billion for the three months ended June 30, 2025, an increase of approximately $4.2 billion, or 56.0%. Revenues per barrel were $127.39 and $81.30 for the three months ended June 30, 2026 and 2025, respectively, an increase of 56.7% directly related to higher hydrocarbon commodity prices. For the three months ended June 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 309,100 bpd, 130,900 bpd, 177,400 bpd, and 269,900 bpd, respectively. 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, 2026, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 346,300 bpd, 145,800 bpd, 163,700 bpd, and 351,500 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. 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

Revenues—Revenues totaled $12.1 billion for the three months ended September 30, 2026 compared to $7.7 billion for the three months ended September 30, 2025, an increase of approximately $4.4 billion, or 57.1%. Revenues per barrel were $134.11 and $81.39 for the three months ended September 30, 2026 and 2025, respectively, an increase of 64.8% directly related to higher hydrocarbon commodity prices. For the three months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 293,800 bpd, 156,400 bpd, 180,500 bpd, and 293,100 bpd, respectively. 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, 2026, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 321,500 bpd, 167,300 bpd, 172,000 bpd, and 322,500 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. 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

Overall average throughput rates at our refineries were higher for the six months ended June 30, 2026, primarily due to the restart of the Martinez refinery. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.

Current wording

Overall average throughput rates at our refineries were higher for the three months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnaround of the Martinez hydrocracker complex and Paulsboro crude unit which commenced in September, and unplanned downtime on the East Coast. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.

Previous wording

Consolidated gross margin—Consolidated gross margin totaled $1,146.8 million for the three months ended June 30, 2026 compared to $(58.0) million for the three months ended June 30, 2025, an increase of approximately $1,204.8 million. Gross refining margin totaled $1,889.4 million, or $23.40 per barrel of throughput for the three months ended June 30, 2026 compared to $640.1 million, or $8.38 per barrel of throughput for the three months ended June 30, 2025, an increase of approximately $1,249.3 million. During the three months ended June 30, 2026 and 2025, our refining margin calculations were not impacted by special items.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $2,170.7 million for the three months ended September 30, 2026 compared to $39.2 million for the three months ended September 30, 2025, an increase of approximately $2,131.5 million. Gross refining margin totaled $2,937.5 million, or $34.56 per barrel of throughput for the three months ended September 30, 2026 compared to $721.1 million, or $9.00 per barrel of throughput for the three months ended September 30, 2025, an increase of approximately $2,216.4 million. During the three months ended September 30, 2026 and 2025, our refining margin calculations were not impacted by special items.

Previous wording

Consolidated gross margin and gross refining margin increased compared to the three months ended June 30, 2025, primarily due to favorable crack spreads and certain crude oil differentials, higher throughput volumes across the majority of our refineries, and increased overall throughput at our refineries. These favorable impacts were partially offset by unplanned downtime at our Mid-Continent refinery and higher RFS compliance costs.

Current wording

Consolidated gross margin and gross refining margin increased compared to the three months ended September 30, 2025, primarily due to the persistence of favorable crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher throughput volumes across the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials.

Previous 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 $331.3 million for the three months ended June 30, 2026 compared to $165.0 million for the three months ended June 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.

Current wording

Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the Environmental Protection Agency (“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 $522.8 million for the three months ended September 30, 2026 compared to $169.0 million for the three months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.

Previous wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $43.48 per barrel, or 95.5% higher, in the three months ended June 30, 2026, as compared to $22.24 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by a widening Dated Brent/Maya differential, which increased by $6.86 per barrel, slightly offset by a weakened WTI/Bakken differential, which decreased by $0.33 per barrel, in comparison to the same period in 2025. The WTI/WCS differential widened to $20.25 per barrel in the three months ended June 30, 2026 compared to $10.65 in the same period in 2025, which favorably impacted our cost of heavy crude.

Current wording

On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $64.77 per barrel, or 150.9% higher, in the three months ended September 30, 2026, as compared to $25.82 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by a widening Dated Brent/Maya differential, which increased by $11.01 per barrel, slightly offset by a weakened WTI/Bakken differential, which decreased by $0.80 per barrel, in comparison to the same period in 2025. The WTI/WCS differential widened to $19.63 per barrel in the three months ended September 30, 2026 compared to $12.54 in the same period in 2025, which favorably impacted our cost of heavy crude.

Previous wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $44.62 per barrel, or 110.9% higher, in the three months ended June 30, 2026 as compared to $21.16 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Syncrude and WTI/Bakken differentials, which decreased by $1.90 and $0.33 per barrel, respectively, in comparison to the same period in 2025.

Current wording

Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $54.64 per barrel, or 148.3% higher, in the three months ended September 30, 2026 as compared to $22.01 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Syncrude and WTI/Bakken differentials, which decreased by $7.34 and $0.80 per barrel, respectively, 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 $48.66 per barrel, or 140.2% higher, in the three months ended June 30, 2026 as compared to $20.26 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $13.04 per barrel for the three months ended June 30, 2026 as compared to a discount of $4.03 per barrel in the same period of 2025.

Current wording

On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $69.06 per barrel, or 182.9% higher, in the three months ended September 30, 2026 as compared to $24.41 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 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 $53.28 per barrel, or 84.7% higher, in the three months ended June 30, 2026 as compared to $28.85 per barrel in the same period in 2025. Additionally, the ANS (West Coast - SF) 3-2-1 industry crack spread was $58.27 per barrel, or 61.5% higher, in the three months ended June 30, 2026 as compared to $36.07 per barrel in the same period in 2025. Our margins on the West Coast were negatively impacted from our refinery specific slate by weakened WTI/ANS differential, which averaged a premium of $9.93 per barrel for the three months ended June 30, 2026 as compared to a premium of $5.01 per barrel in the same period of 2025, slightly offset by an expanded Dated Brent/WTS differential, which averaged a discount of $13.04 per barrel for the three months ended June 30, 2026 as compared to a discount of $4.03 per barrel in the same period of 2025.

Current wording

On the West Coast, the ANS (West Coast - LA) 4-3-1 industry crack spread was $71.45 per barrel, or 143.5% higher, in the three months ended September 30, 2026 as compared to $29.34 per barrel in the same period in 2025. Additionally, the ANS (West Coast - SF) 3-2-1 industry crack spread was $73.33 per barrel, or 139.7% higher, in the three months ended September 30, 2026 as compared to $30.59 per barrel in the same period in 2025. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $1.76 per barrel for the three months ended September 30, 2026 as compared to a premium of $5.01 per barrel in the same period of 2025, and an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 per barrel in the same period of 2025.

Previous wording

Operating expenses— Operating expenses totaled $670.1 million for the three months ended June 30, 2026 compared to $631.7 million for the three months ended June 30, 2025, an increase of $38.4 million, or 6.1%. Of the total $670.1 million of operating expenses for the three months ended June 30, 2026, $646.0 million, or $8.00 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $24.1 million related to expenses incurred by the Logistics segment ($607.5 million, or $7.96 per barrel, and $24.2 million of operating expenses for the three months ended June 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses in comparison to the same period in 2025 was mainly attributable to higher outside services as well as higher maintenance, catalysts, and chemical costs driven by the Martinez refinery restart.

Current wording

Operating expenses— Operating expenses totaled $688.0 million for the three months ended September 30, 2026 compared to $613.5 million for the three months ended September 30, 2025, an increase of $74.5 million, or 12.1%. Of the total $688.0 million of operating expenses for the three months ended September 30, 2026, $662.8 million, or $7.80 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $25.2 million related to expenses incurred by the Logistics segment ($589.2 million, or $7.35 per barrel, and $24.3 million of operating expenses for the three months ended September 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses compared to the same period in 2025 was primarily attributable to higher maintenance related to repairs at the Chalmette refinery, as well as increased outside services and employee-related costs, partially offset by lower maintenance at the Martinez refinery following its restart in May 2026.

Previous wording

General and administrative expenses— General and administrative expenses totaled $148.6 million for the three months ended June 30, 2026 compared to $80.3 million for the three months ended June 30, 2025, an increase of approximately $68.3 million, or 85.1%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs. 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 $127.4 million for the three months ended September 30, 2026 compared to $74.0 million for the three months ended September 30, 2025, an increase of approximately $53.4 million, or 72.2%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs. 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 $163.1 million for the three months ended June 30, 2026 (including $159.5 million recorded within Cost of sales) compared to $161.5 million for the three months ended June 30, 2025 (including $157.9 million recorded within Cost of sales), representing an increase of approximately $1.6 million. The increase was primarily attributable to an increase in the fixed asset base resulting from capital projects and turnarounds completed since the second quarter of 2025.

Current wording

Depreciation and amortization expense— Depreciation and amortization expense totaled $170.6 million for the three months ended September 30, 2026 (including $166.5 million recorded within Cost of sales) compared to $162.7 million for the three months ended September 30, 2025 (including $159.1 million recorded within Cost of sales), representing an increase of approximately $7.9 million. The increase was primarily attributable to an increase in the fixed asset base resulting from capital projects and turnarounds completed since the third quarter of 2025.

Previous wording

Gain on insurance recoveries, net— For the three months ended June 30, 2026 and 2025, we recognized gains on insurance recoveries associated with the Martinez refinery fire of $250.0 million and $189.0 million, respectively.

Current wording

Gain on insurance recoveries, net— For the three months ended September 30, 2025, we recognized a gain on insurance recoveries associated with the Martinez refinery fire of $250.0 million. There was no such gain for the three months ended September 30, 2026.

Previous wording

Equity (income) loss in investee— For the three months ended June 30, 2026 and 2025, we recognized a gain of $27.5 million and a loss of $4.3 million, respectively, related to our equity share of our investment in SBR.

Current wording

Equity (income) loss in investee— For the three months ended September 30, 2026 and 2025, we recognized income of $62.4 million and a loss of $19.7 million, respectively, from our equity investment in SBR due to improved renewable diesel margins.

Previous wording

(Gain) loss on sale of assets— For the three months ended June 30, 2025, we recognized a gain of $0.2 million, primarily related to the sale of non-operating refinery assets. There was no such gain for the three months ended June 30, 2026.

Current wording

Loss (gain) on sale of assets— For the three months ended September 30, 2026, we recognized a loss of $0.7 million primarily related to the sale of non-operating refinery assets. For the three months ended September 30, 2025, we recognized a gain of $94.0 million primarily related to the sale of terminal assets.

Previous wording

Interest expense, net— Interest expense, net totaled $42.0 million for the three months ended June 30, 2026, compared to $53.8 million for the three months ended June 30, 2025, a decrease of approximately $11.8 million. The net decrease was primarily attributable to lower interest expense resulting from lower average outstanding borrowings under our Revolving Credit Facility and increased capitalized interest related to the Martinez refinery rebuild, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026 prior to the redemption of the 2028 6.00% Senior Notes in June 2026. Additionally, interest income increased by $3.9 million during the three months ended June 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the three months ended June 30, 2026 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 $27.2 million for the three months ended September 30, 2026, compared to $50.3 million for the three months ended September 30, 2025, a decrease of approximately $23.1 million. The decrease was primarily attributable to lower average outstanding borrowings under our Revolving Credit Facility and the redemption of the 2028 6.00% Notes in June 2026, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026. Additionally, interest income increased by $8.0 million during the three months ended September 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the three months ended September 30, 2026 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

Loss on extinguishment of debt— For the three months ended June 30, 2026, there was a loss on the extinguishment of debt of $2.2 million, related to the redemption of the 2028 6.00% Senior Notes.

Current wording

Loss on extinguishment of debt— For the three months ended September 30, 2026, there was a loss on the extinguishment of debt of $28.0 million related to the redemption of the 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, and the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the three months ended September 30, 2025.

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 June 30, 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 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, 2026 and 2025 was 25.7% and 49.5%, respectively. For the three months ended June 30, 2026, PBF Energy’s effective tax rate was relatively consistent with the United States statutory rate. 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 of certain permanent tax difference 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, 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 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, 2026 and 2025 was 24.8% and 27.4%, respectively. For both the three months ended September 30, 2026 and September 30, 2025, PBF Energy’s effective tax rate was relatively consistent with the United States statutory rate.

Previous wording

Overview— PBF Energy net income was $1,115.2 million for the six months ended June 30, 2026 compared to net loss of $411.3 million for the six months ended June 30, 2025. Net income attributable to PBF Energy stockholders was $1,104.7 million, or $9.22 per diluted share, for the six months ended June 30, 2026 ($9.22 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $5.40 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), compared to net loss attributable to PBF Energy stockholders of $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). 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, 2026 and 2025.

Current wording

Overview— PBF Energy net income was $2,658.5 million for the nine months ended September 30, 2026 compared to net loss of $239.6 million for the nine months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $2,634.0 million, or $21.82 per diluted share, for the nine months ended September 30, 2026 ($21.82 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $18.26 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), compared to net loss attributable to PBF Energy stockholders of $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). 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 nine months ended September 30, 2026 and 2025.

Previous wording

Our results for the six months ended June 30, 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 $356.5 million, or $263.8 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 $34.2 million, or $25.3 million net of tax, costs related to the RBI initiative of approximately $18.6 million, or $13.8 million net of tax, and a loss of extinguishment of debt of $2.2 million, or $1.6 million net of tax, related to the redemption of the 2028 6.00% Senior Notes. 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 refinery fire of approximately $108.5 million, or $80.3 million net of tax and costs related to the RBI initiative of approximately $13.6 million, or $10.1 million net of tax.

Current wording

Our results for the nine months ended September 30, 2026 were positively impacted by special items consisting of a gain on insurance recoveries of $356.5 million, or $263.8 million net of tax, a lower of cost or market (“LCM”) inventory adjustment of $313.0 million, or $231.6 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. These favorable impacts were partially offset by expenses associated with the Martinez refinery fire of approximately $34.2 million, or $25.3 million net of tax, a loss on extinguishment of debt of $30.2 million, or $22.3 million net of tax, related to the redemption of the 2028 6.00% Senior Notes and the 2030 7.875% Senior Notes, as well as the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, and costs related to the RBI initiative of approximately $29.6 million, or $21.9 million net of tax. 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.

Previous wording

Excluding the impact of special items, our results for the six months ended June 30, 2026 reflect an overall increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes and increased barrels sold across the majority of our refineries, partially offset by higher RFS compliance costs. Ongoing geopolitical conflicts affecting global supply and trade flows also contributed to these dynamic market conditions.

Current wording

Excluding the impact of special items, our results for the nine months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes and increased barrels sold across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.

Previous wording

Revenues—Revenues totaled $19.6 billion for the six months ended June 30, 2026 compared to $14.5 billion for the six months ended June 30, 2025, an increase of approximately $5.1 billion, or 35.2%. Revenues per barrel were $110.78 and $84.57 for the six months ended June 30, 2026 and 2025, respectively, an increase of 31.0% directly related to higher hydrocarbon commodity prices and sale volumes. For the six months ended June 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 306,800 bpd, 137,400 bpd, 181,200 bpd, and 240,500 bpd, respectively. 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, 2026, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 339,300 bpd, 150,000 bpd, 166,200 bpd, and 316,000 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. 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

Revenues—Revenues totaled $31.7 billion for the nine months ended September 30, 2026 compared to $22.2 billion for the nine months ended September 30, 2025, an increase of approximately $9.5 billion, or 42.8%. Revenues per barrel were $118.68 and $83.45 for the nine months ended September 30, 2026 and 2025, respectively, an increase of 42.2% directly related to higher hydrocarbon commodity prices and sale volumes. For the nine months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 302,400 bpd, 143,800 bpd, 181,000 bpd, and 258,200 bpd, respectively. 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, 2026, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 333,300 bpd, 155,800 bpd, 168,100 bpd, and 318,300 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. 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

Overall average throughput rates at our refineries were higher for the three months ended June 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by unplanned downtime at our Mid-Continent refinery. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.

Current wording

Overall average throughput rates at our refineries were higher for the nine months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnarounds, and unplanned downtime at our East Coast and Mid-Continent refineries. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.

Previous wording

Consolidated gross margin—Consolidated gross margin totaled $1,425.3 million for the six months ended June 30, 2026, compared to $(478.2) million for the six months ended June 30, 2025, an increase of approximately $1,903.5 million. Gross refining margin totaled $2,926.3 million, or $18.67 per barrel of throughput for the six months ended June 30, 2026 compared to $1,031.8 million, or $7.26 per barrel of throughput for the six months ended June 30, 2025, an increase of approximately $1,894.5 million. Gross refining margin excluding special items totaled $2,613.3 million, or $16.67 per barrel of throughput for the six months ended June 30, 2026. During the six months ended June 30, 2025, our refining margin calculations were not impacted by special items.

Current wording

Consolidated gross margin—Consolidated gross margin totaled $3,596.0 million for the nine months ended September 30, 2026, compared to $(439.0) million for the nine months ended September 30, 2025, an increase of approximately $4,035.0 million. Gross refining margin totaled $5,863.8 million, or $24.26 per barrel of throughput for the nine months ended September 30, 2026 compared to $1,752.9 million, or $7.89 per barrel of throughput for the nine months ended September 30, 2025, an increase of approximately $4,110.9 million. Gross refining margin excluding special items totaled $5,550.8 million, or $22.96 per barrel of throughput for the nine months ended September 30, 2026. During the nine months ended September 30, 2025, our refining margin calculations were not impacted by special items.

Previous wording

Consolidated gross margin and gross refining margin for the six months ended June 30, 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 certain crude oil differentials, as well as higher barrels sold at the majority of our refineries, partially offset by higher RFS compliance costs.

Current wording

Consolidated gross margin and gross refining margin for the nine months ended September 30, 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 primarily due to the persistence of favorable movements in crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher barrels sold at the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials.

Previous 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 $609.3 million for the six months ended June 30, 2026 compared to $285.0 million for the six months ended June 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.

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 $1,132.1 million for the nine months ended September 30, 2026 compared to $454.0 million for the nine months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.

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Current report — wording carried from elsewhere

On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date of September 24, 2026. The aggregate redemption price of the 2030 7.875% Senior Notes was approximately $519.7 million, plus accrued and unpaid interest. The difference between the carrying value of the 2030 7.875% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $26.1 million and was recorded as a loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Loss on extinguishment of debt— For the six months ended June 30, 2026, there was a loss on the extinguishment of debt of $2.2 million, related to the redemption of the 2028 6.00% Senior Notes.