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What changed in PBF Energy Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PBF Energy Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+446 added−457 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in PBF Energy Inc.'s 2025 10-K

446 paragraphs added · 457 removed · 341 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

53 edited+15 added−14 removed81 unchanged
Biggest changeLocation Number of employees Employees covered by collective bargaining agreements Collective bargaining agreements Expiration date Headquarters 497 — N/A N/A Delaware City refinery 536 377 USW January 2026 Paulsboro refinery 302 183 IOW March 2026 Toledo refinery 521 333 USW February 2026 Chalmette refinery 606 332 USW January 2026 Torrance refinery 598 309 15 USW IBEW January 2026 January 2026 Torrance logistics 95 4 37 USW USW January 2026 April 2027 Martinez refinery 605 320 19 USW IBEW February 2026 February 2026 Other Logistics assets 95 28 10 12 USW-East Coast Storage Assets USW- East Coast Terminals USW- East Coast Terminals January 2026 April 2026 March 2028 Total employees 3,855 1,979 Information About Our Executive Officers The following is a list of our executive officers as of February 13, 2025: Name Age (as of December 31, 2024 ) Position Thomas J.
Biggest changeLocation Number of employees Employees covered by collective bargaining agreements Collective bargaining agreements Expiration date Headquarters 511 — N/A N/A Delaware City refinery 495 369 USW January 2026 * Paulsboro refinery 300 181 IOW March 2026 Toledo refinery 481 324 USW February 2026 * Chalmette refinery 545 312 USW January 2026 * Torrance refinery 570 317 13 USW IBEW January 2026 January 2026 * * Torrance logistics 99 4 40 USW USW January 2026 April 2027 * Martinez refinery 591 316 23 USW IBEW January 2026 January 2026 * * Other Logistics assets 86 26 10 USW-East Coast Storage Assets USW- East Coast Terminals January 2026 May 2027 * Total employees 3,678 1,935 *These collective bargaining agreements have expired.
Each refinery is briefly described in the table below: Refinery Region Nelson Complexity Index (1) Throughput Capacity (in bpd) (1) PADD Crude Processed (2) Source (2) Delaware City East Coast 13.6 180,000 1 light sweet through heavy sour water, rail Paulsboro East Coast 9.1 (3) 155,000 (3) 1 light sweet through heavy sour water Toledo Mid-Continent 11.0 180,000 2 light sweet pipeline, truck, rail Chalmette Gulf Coast 13.0 185,000 3 light sweet through heavy sour water, pipeline Torrance West Coast 13.8 166,000 5 medium and heavy pipeline, water, truck Martinez West Coast 16.1 157,000 5 medium and heavy pipeline and water ________ (1) Reflects operating conditions at each refinery as of the date of this filing.
Each refinery is briefly described in the table below: Refinery Region Nelson Complexity Index (1) Throughput Capacity (in bpd) (1) PADD Crude Processed (2) Source (2) Delaware City East Coast 13.6 180,000 1 light sweet through heavy sour water, rail Paulsboro East Coast 9.1 (3) 155,000 (3) 1 light sweet through heavy sour water Toledo Mid-Continent 11.0 180,000 2 light sweet pipeline, truck, rail Chalmette Gulf Coast 13.0 185,000 3 light sweet through heavy sour water, pipeline Torrance West Coast 13.8 166,000 5 medium and heavy pipeline, water, truck Martinez West Coast 16.1 157,000 5 medium and heavy water ________ (1) Reflects operating conditions at each refinery as of the date of this filing.
Of the total, approximately 2.1 million barrels are dedicated to crude oil storage with the remaining 5.4 million barrels allocated to finished products, intermediates and other products. Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes approximately 75,000 MMBTU per day of natural gas supplied via pipeline from third parties.
Of the total, approximately 2.1 million barrels are dedicated to crude oil storage with the remaining 5.4 million barrels allocated to finished products, intermediates and other products. 14 Energy and Other Utilities. Under normal operating conditions, the Delaware City refinery consumes approximately 75,000 MMBTU per day of natural gas supplied via pipeline from third parties.
The following table approximates the Toledo refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day. Toledo Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 95,000 Hydrocracking Unit 52,000 Catalytic Reforming Units 52,000 Alkylation Unit 11,000 Polymerization Unit 7,000 UDEX Unit 16,300 15 Feedstocks and Supply Arrangements.
The following table approximates the Toledo refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day. Toledo Refinery Units Nameplate Capacity Crude Distillation Unit 180,000 Fluid Catalytic Cracking Unit 82,000 Hydrotreating Units 95,000 Hydrocracking Unit 52,000 Catalytic Reforming Units 52,000 Alkylation Unit 11,000 Polymerization Unit 7,000 UDEX Unit 16,300 Feedstocks and Supply Arrangements.
The facility incorporates a repurposed hydrocracker, along with a newly-constructed pre-treatment unit to establish a capacity to produce 20,000 bpd renewable diesel. 16 The following table approximates the Chalmette refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
The facility incorporates a repurposed hydrocracker, along with a newly-constructed pre-treatment unit with capacity to produce 20,000 bpd renewable diesel. 16 The following table approximates the Chalmette refinery’s current major process unit capacities. Unit capacities are shown in barrels per stream day.
We source our crude oil and feedstock needs for the Toledo refinery through connections to the Marysville Pipeline and Maumee Pipeline, and via truck rack, primarily through short-term and spot market agreements. Refined Product Yield and Distribution.
We source our crude oil and feedstock needs for the Toledo refinery through connections to the Marysville Pipeline and Maumee Pipeline, and via truck rack, primarily through short-term and spot market agreements. 15 Refined Product Yield and Distribution.
These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054. 11 The diagram below depicts our organizational structure as of December 31, 2024: 12 Operating Segments We operate in two reportable business segments: Refining and Logistics.
These documents are available free of charge in print to any stockholder that makes a written request to the Secretary, PBF Energy Inc., One Sylvan Way, Second Floor, Parsippany, New Jersey 07054. 11 The diagram below depicts our organizational structure as of December 31, 2025: 12 Operating Segments We operate in two reportable business segments: Refining and Logistics.
There is also a clean products truck rack that provides access to local markets and crude storage. The Renewable Diesel Facility is also located at our Chalmette refinery.
There is also a clean products truck rack that provides access to local markets and crude storage. The Renewable Diesel Facility is also co-located at our Chalmette refinery.
The lease for our principal corporate offices expires in 2026. Functions performed in the Parsippany office include overall corporate management, refinery and health, safety and environmental management, planning and strategy, corporate finance, commercial operations, logistics, contract administration, marketing, investor relations, governmental affairs, accounting, tax, treasury, information technology, legal and human resources support functions.
The lease for our principal corporate offices expires in 2033. Functions performed in the Parsippany office include overall corporate management, refinery and health, safety and environmental management, planning and strategy, corporate finance, commercial operations, logistics, contract administration, marketing, investor relations, governmental affairs, accounting, tax, treasury, information technology, legal and human resources support functions.
Canty was named Vice President, Senior Deputy General Counsel and Assistant Secretary in October 2014 and led our commercial and finance legal operations since joining us in November 2012. Ms. Canty is also a director of certain of our subsidiaries. Prior to joining us, Ms.
Canty was Vice President, Senior Deputy General Counsel and Assistant Secretary from October 2014 and led our commercial and finance legal operations since joining us in November 2012. Ms. Canty is also a director of certain of our subsidiaries. Prior to joining us, Ms.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments. (3) Under normal operating conditions and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively.
(2) Reflects the typical crude and feedstocks and related sources utilized under normal operating conditions and prevailing market environments. (3) At full operating capacity and prevailing market environments, our Nelson Complexity Index and throughput capacity for the Paulsboro refinery would be 13.1 and 180,000, respectively.
We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico, and are able to ship products to other international destinations. Our refinery assets as of December 31, 2024 are described below.
We sell our products throughout the Northeast, Midwest, Gulf Coast and West Coast of the United States, as well as in other regions of the United States, Canada and Mexico, and are able to ship products to other international destinations. Our refinery assets as of December 31, 2025 are described below.
We lease approximately 8,800 square feet for our regional corporate office in Long Beach, California. The lease for our Long Beach office expires in 2026. Functions performed in the Long Beach office include overall regional corporate management, planning and strategy, commercial operations, logistics, contract administration, marketing and governmental affairs.
We lease approximately 8,800 square feet for our regional corporate office in Long Beach, California. The lease for our Long Beach office expires in 2027. Functions performed in the Long Beach office include overall regional corporate management, planning and strategy, commercial operations, logistics, contract administration, marketing and governmental affairs.
The market prices for RINs have been volatile and may harm our profitability; ◦ We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; ◦ We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently ; ◦ Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities; ◦ Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs that could have a material adverse effect on our results of operations and financial condition; ◦ Environmental clean-up and remediation costs of our sites and environmental litigation, including related to climate change, could decrease our net cash flow, reduce our results of operations and impair our financial condition; ◦ Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate; ◦ We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations; ◦ Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our business and our access to capital markets; ◦ We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability. • Item 3.
The market prices for RINs have been volatile and may harm our profitability; ◦ We may have capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; ◦ We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently ; ◦ Potential further laws and regulations related to climate change could have a material adverse impact on our operations and adversely affect our facilities; ◦ Regulation of emissions of GHGs could force us to incur increased capital expenditures and operating costs that could have a material adverse effect on our results of operations and financial condition; ◦ Environmental clean-up and remediation costs of our sites and environmental litigation, including related to climate change, could decrease our net cash flow, reduce our results of operations and impair our financial condition; ◦ Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate; ◦ We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations; ◦ Continued scrutiny on sustainability matters and developments related to climate change may negatively impact our business and our access to capital markets; and ◦ We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability. • Item 3.
For the years ended December 31, 2024, 2023 and 2022, gasoline and distillates accounted for 86.5%, 88.7% and 88.5% of our revenues, respectively. Customers We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market.
For the years ended December 31, 2025, 2024 and 2023, gasoline and distillates accounted for 88.0%, 86.5% and 88.7% of our revenues, respectively. Customers We sell a variety of refined products to a diverse customer base. The majority of our refined products are primarily sold through short-term contracts or on the spot market.
We market and sell all of our refined products to a variety of customers on the spot market or through term agreements. The Paulsboro refinery predominantly manufactures Group I base oils or lubricants and asphalt, jet fuel, and ULSD. Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or at its truck rack.
Products produced at the Delaware City refinery are transferred to customers through pipelines, barges or at its truck rack. We market and sell all of our refined products to a variety of customers on the spot market or through term agreements. The Paulsboro refinery predominantly manufactures asphalt, jet fuel, ULSD, and Group I base oils or lubricants.
The Delaware City refinery is a fully integrated operation that receives crude via rail at our crude unloading facilities, or via ship or barge at the docks owned by the Delaware City refinery located on the Delaware River. The crude and other feedstocks are stored in an extensive tank farm prior to processing.
The Delaware City refinery is a fully integrated operation that receives crude via rail at our crude unloading facilities, or via ship or barge at its docks located on the Delaware River. The crude and other feedstocks are stored in an extensive tank farm prior to processing.
In addition, we have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2024 and December 31, 2023 only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 13% and 14%, respectively).
In addition, we have product offtake arrangements for a portion of our clean products. For the years ended December 31, 2025 and December 31, 2024 only one customer, Shell plc (“Shell”), accounted for 10% or more of our revenues (approximately 13% and 13%, respectively).
As of December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 18% and 19%, respectively). Seasonality Traditionally, demand for gasoline and diesel is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and construction work.
As of December 31, 2025 and December 31, 2024, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 14% and 18%, respectively). Seasonality Traditionally, demand for gasoline and diesel is generally higher during the summer months than during the winter months due to seasonal increases in highway traffic and construction work.
In addition, in order to meet certain of these and future EPA requirements, we may be required to continue to purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions. 20 Corporate Offices We currently lease approximately 74,400 square feet for our principal corporate offices in Parsippany, New Jersey.
In addition, in order to meet certain of these and future EPA requirements, we may be required to continue to purchase RINs, which historically had, and we expect to have, fluctuating costs based on market conditions. 20 Corporate Offices We currently lease approximately 75,700 square feet for our principal corporate offices in Parsippany, New Jersey.
PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-party customers. PBFX’s revenue from third-party transactions constituted approximately 9.7% of its revenues in 2024.
PBFX engages in the receiving, handling, storage and transferring of crude oil, refined products, natural gas and intermediates from sources located throughout the United States and Canada for PBF Energy in support of its refineries, as well as for third-party customers. PBFX’s revenue from third-party transactions constituted approximately 9.0% of its revenues in 2025.
Davis has over 29 years of experience in commercial operations in crude oil and refined products, including 16 years with the ExxonMobil in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined products, as well as optimization roles within refineries.
Davis has over 42 years of experience in commercial operations in crude oil and refined products, including 16 years with ExxonMobil in various operational and commercial positions, including sourcing refinery feedstocks and crude oil and the disposition of refined products, as well as optimization roles within refineries. 23 Trecia M.
Our comprehensive benefit packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our various cash and equity compensation programs. 21 Headcount As of December 31, 2024, we had approximately 3,855 employees, of which 1,979 are covered by collective bargaining agreements.
Our comprehensive benefit packages are competitive in the marketplace and we believe in recognizing and rewarding talent through our various cash and equity compensation programs. 21 Headcount As of December 31, 2025, we had approximately 3,678 employees, of which 1,935 are covered by collective bargaining agreements.
Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal department and outside counsel, which provide a broad range of support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms.
Canty has served as our Senior Vice President, General Counsel and Corporate Secretary since September 2015. In her role, Ms. Canty is responsible for the legal support for the Company’s business activities, including corporate governance, compliance, litigations and mergers and acquisitions. Previously, Ms.
As of December 31, 2024, PBF Energy held 115,333,223 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 of December 31, 2025, PBF Energy held 116,958,307 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”).
Under normal operating conditions, the Chalmette refinery consumes approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen from a third-party supplier. Torrance Refinery Overview . The Torrance refinery is located on 750-acres in Torrance, California.
Under normal operating conditions, the Chalmette refinery consumes approximately 25,000 MMBTU per day of natural gas supplied via pipeline from third parties. The Chalmette refinery purchases its electricity from a local utility and has a long-term contract to purchase hydrogen from a third-party supplier.
Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry. Karen B.
Prior thereto, Mr. Lucey served as a Managing Director of M.E. Zukerman & Co., a New York-based private equity firm specializing in several sectors of the broader energy industry, from 2001 to 2008. Before joining M.E. Zukerman & Co., Mr. Lucey spent six years in the banking industry.
Wendy Ho Tai has served as our Senior Vice President, Human Resources since April 2022. She previously served as Vice President, Human Resources from March 2015 to April 2022 and as Senior Director, Compensation and Benefits from October 2010 to February 2015. In her tenure, Ms.
Bukowski also previously served as General Manager of Sunoco’s Philadelphia refinery. Wendy Ho Tai has served as our Senior Vice President, Human Resources since April 2022. She previously served as Vice President, Human Resources from March 2015 to April 2022 and as Senior Director, Compensation and Benefits from October 2010 to February 2015. In her tenure, Ms.
Lucey previously served as our Executive Vice President from April 2014 to December 2014 and served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as our Vice President, Finance in April 2008. Prior thereto, Mr. Lucey served as a Managing Director of M.E.
Lucey is also a director and the Chief Executive Officer of certain of our subsidiaries. Mr. Lucey previously served as our Executive Vice President from April 2014 to December 2014 and served as our Senior Vice President, Chief Financial Officer from April 2010 to March 2014. Mr. Lucey joined us as our Vice President, Finance in April 2008.
We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. 14 Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million barrels.
Products produced at the Paulsboro refinery are transferred to customers primarily through pipelines, barges, or at its truck rack. We market and sell all of our refined products independently to a variety of customers on the spot market or through term agreements. Tankage Capacity. The Delaware City refinery has total storage capacity of approximately 10.0 million barrels.
Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate compliance and corporate governance. She also provided legal support to the midstream marketing and logistics businesses. Prior to joining Southwestern Energy Company in 2004, she was an associate with Cleary, Gottlieb, Steen & Hamilton.
Canty served as Associate General Counsel, Corporate and Assistant Secretary of Southwestern Energy Company, where her responsibilities included finance and mergers and acquisitions, securities and corporate compliance and corporate governance. She also provided legal support to Southwestern Energy Company’s midstream marketing and logistics businesses.
The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier. Martinez Refinery Overview . The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion, dual-coking facility and one of the most complex refineries in the United States.
The Martinez refinery is located on an 860-acre site in the City of Martinez, 30 miles northeast of San Francisco, California. The refinery is a high-conversion, dual-coking facility and one of the most complex refineries in the United States.
These transactions, other than those with third parties, are eliminated by us in consolidation. See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.” 10 Recent Developments On February 1, 2025, a fire occurred at our Martinez refinery during preliminary turnaround activities, which resulted in the temporary shutdown of refinery operations.
These transactions, other than those with third parties, are eliminated by us in consolidation. See “Item 1A. Risk Factors” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.” 10 Recent Developments On February 1, 2025, a fire occurred at MRC, while the refinery was in the preliminary stages of its previously announced turnaround (the “Martinez refinery fire”).
Paul Davis has served as our Senior Vice President, Supply, Trading and Optimization since April 2022. He previously served as President, PBF Western Region from September 2017 to April 2022. Mr.
Marino is a certified public accountant in New Jersey and New York. T. Paul Davis has served as our Senior Vice President, Supply, Trading and Optimization since April 2022. He previously served as President, PBF Western Region from September 2017 to April 2022. Mr.
We have an agreement with Sunoco whereby Sunoco purchases gasoline and distillate products representing approximately one-third of the Toledo refinery’s gasoline and distillates production. The agreement expires in June 2025, subject to certain early termination rights.
We have an agreement with Sunoco whereby Sunoco purchases gasoline and distillate products representing approximately one-third of the Toledo refinery’s gasoline and distillates production. The agreement expires in June 2027, but may be extended for one additional year if mutually agreed upon, and is subject to certain early termination rights.
Davis joined us in April 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr. Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012.
Davis joined us in April 2012 and held various executive roles in our commercial operations, including Co-Head of Commercial from January to September 2015, prior to serving as Senior Vice President, Western Region Commercial Operations from September 2015 to September 2017. Previously, Mr.
The Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier. Logistics Segment PBFX, an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, that owns or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations represent the Logistics segment.
Logistics Segment PBFX is an indirect wholly-owned subsidiary of PBF Energy and PBF LLC, that owns or leases, operates, develops and acquires crude oil and refined products terminals, pipelines, storage facilities and similar logistics assets. PBFX’s operations comprise the Logistics segment.
Excess electricity is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination of three dedicated boilers, two heat recovery steam generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. Hydrogen is currently provided via the refinery’s steam methane reformers and continuous catalytic reformer.
Excess electricity is sold into the Pennsylvania-New Jersey-Maryland, or PJM, grid. Steam is primarily produced by a combination of three dedicated boilers, two heat recovery steam generators on the gas turbines, and is supplemented by secondary boilers at the FCC and Coker. The Delaware City refinery has long-term contracts to purchase hydrogen from third-party suppliers.
Bukowski’s prior roles with Phillips 66 included Vice President of Refining Transformation, Vice President, Strategy and various other positions with responsibility for designing a new refining organization and aligning employees with refining and corporate strategies. Mr. Bukowski also previously served as General Manager of Sunoco’s Philadelphia refinery.
Bukowski served as Vice President, Regional Refining for the Midcontinent and Atlantic Basin at Phillips 66. From August 2016 to May 2023, Mr. Bukowski’s prior roles with Phillips 66 included Vice President of Refining Transformation, Vice President, Strategy and various other positions with responsibility for designing a new refining organization and aligning employees with refining and corporate strategies. Mr.
Prior to that, Mr. Davis was responsible for Premcor’s U.S. Midwest clean products disposition group. Mr.
Davis was responsible for managing the U.S. clean products commercial operations for Hess Energy Trading Company from 2006 to 2012. Prior to that, Mr. Davis was responsible for Premcor’s U.S. Midwest clean products disposition group. Mr.
Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions.
We own and operate six domestic oil refineries and related assets and own a 50% interest in the Renewable Diesel Facility through our SBR equity method investment. Our refineries have a combined processing capacity, known as throughput, of approximately 1,000,000 bpd, and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions.
Michael A. Bukowski has served as our Senior Vice President, Head of Refining since March 2024 and has responsibility for our refining operations. Prior to joining us, from May 2023 until February 2024, Mr. Bukowski served as Vice President, Regional Refining for the Midcontinent and Atlantic Basin at Phillips 66. From August 2016 to May 2023, Mr.
Prior to joining Southwestern Energy Company in 2004, she was a senior associate with Cleary, Gottlieb, Steen & Hamilton LLP. Michael A. Bukowski has served as our Senior Vice President, Head of Refining since March 2024 and has responsibility for our refining operations. Prior to joining us, from May 2023 until February 2024, Mr.
The availability and cost of crude oil and feedstock are affected by global supply and demand. We have no crude oil reserves and are not engaged in the exploration or production of crude oil. We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future.
The availability and cost of crude oil and feedstock are affected by global supply and demand, as well as other geopolitical factors. We have no crude oil reserves and are not engaged in the exploration or production of crude oil.
The most significant logistics asset is a crude gathering and transportation system which delivers San Joaquin Valley crude oils directly from the field to the refinery.
In addition to refining assets, the Torrance refinery comprises a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities. The most significant logistics asset is a crude gathering and transportation system which delivers San Joaquin Valley crude oils directly from the field to the refinery.
We entered into certain offtake agreements for our West Coast system with Shell Oil Products for clean products with varying terms up to 15 years. We currently market and sell all of our refined products independently to a variety of customers either on the spot market or through term agreements. Tankage Capacity.
We source our crude oil and feedstock needs for the Martinez refinery via waterborne deliveries, primarily through short-term and spot market agreements. Refined Product Yield and Distribution. We entered into certain offtake agreements for our West Coast system with Shell Oil Products for clean products with varying terms up to 15 years.
Pursuant to its RFS, EPA has implemented mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States.
We believe, however, that we will be able to obtain adequate crude oil and other feedstocks at generally competitive prices for the foreseeable future. Pursuant to its RFS, EPA has implemented mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States.
Martinez has a total tankage capacity of approximately 8.8 million barrels. Of this total, approximately 2.5 million barrels are allocated to crude oil storage with the remaining 6.3 million barrels allocated to intermediates and products. Energy and Other Utilities.
Of this total, approximately 2.5 million barrels are allocated to crude oil storage with the remaining 6.3 million barrels allocated to intermediates and products. Energy and Other Utilities. Under normal operating conditions, the Martinez refinery consumes approximately 80,000 MMBTU per day of natural gas (including natural gas consumed in hydrogen production) supplied via pipeline from third parties.
Under normal operating conditions, the Martinez refinery consumes approximately 80,000 MMBTU per day of natural gas (including natural gas consumed in hydrogen production) supplied via pipeline from third parties. The Martinez refinery generates some power internally using a combination of steam and gas turbines and purchases any additional needed power from the local utility.
The Martinez refinery generates some power internally using a combination of steam and gas turbines and purchases any additional needed power from the local utility. The Martinez refinery has a long-term contract to purchase hydrogen from a third-party supplier.
Refined Product Yield and Distribution. The Delaware City refinery predominantly produces gasoline, jet fuel, ULSD and ultra-low sulfur heating oil as well as certain other products. Products produced at the Delaware City refinery are transferred to customers through pipelines, barges or at its truck rack.
We source our crude oil and feedstock needs for the East Coast Refining System through waterborne deliveries, primarily through short-term, spot market, and term agreements. Refined Product Yield and Distribution. The Delaware City refinery predominantly produces gasoline, jet fuel, ULSD and ultra-low sulfur heating oil as well as certain other products.
Nimbley served in various positions with Tosco and its subsidiaries starting in April 1993. Matthew C. Lucey has served as our President since January 2015 and Chief Executive Officer and a member of our Board of Directors since July 1, 2023. Mr. Lucey is also a director and the Chief Executive Officer of certain of our subsidiaries. Mr.
Bukowski 56 Senior Vice President, Head of Refining Wendy Ho Tai 59 Senior Vice President, Human Resources Jim Fedena 61 Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets Matthew C. Lucey has served as our President since January 2015 and Chief Executive Officer and a member of our Board of Directors since July 1, 2023. Mr.
It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units. In addition to refining assets, the Torrance refinery acquisition included a number of high-quality logistics assets including a sophisticated network of crude and products pipelines, product distribution terminals and refinery crude and product storage facilities.
Steam is primarily produced by a combination of three dedicated boilers, various process units, and a secondary boiler at the FCC. Torrance Refinery Overview . The Torrance refinery is located on 750-acres in Torrance, California. It is a high-conversion crude, delayed-coking refinery capable of processing both heavy and medium crude oils through its crude unit and downstream units.
Davis has served as our Senior Vice President, Chief Financial Officer since February 20, 2023 and has been serving as our Principal Accounting Officer since May 11, 2023. She served as interim Chief Financial Officer from January 1, 2023 to February 19, 2023. Ms. Davis is also a director and the Chief Financial Officer of certain of our subsidiaries. Ms.
Joseph Marino has served as our Chief Financial Officer since October 1, 2025. Mr. Marino is also a director and the Chief Financial Officer of certain of our subsidiaries. Previously, Mr. Marino served as our Treasurer from September 2020 to September 2025 and as our Assistant Controller from May 2015 to September 2020. Since joining us in November 2011, Mr.
Nimbley 73 Executive Chairman, Chairman of the Board Matthew C. Lucey 51 President, Chief Executive Officer Karen B. Davis 68 Senior Vice President, Chief Financial Officer T. Paul Davis 62 Senior Vice President, Supply, Trading and Optimization Thomas O’Connor 52 Senior Vice President, Commodity Risk and Strategy Trecia M.
Lucey 52 President, Chief Executive Officer Joseph Marino 46 Senior Vice President, Chief Financial Officer T. Paul Davis 63 Senior Vice President, Supply, Trading and Optimization Trecia M. Canty 56 Senior Vice President, General Counsel & Corporate Secretary Michael A.
Removed
We own and operate six domestic oil refineries and related assets and own a 50% interest in a biorefinery co-located with the Chalmette refinery in Louisiana (the “Renewable Diesel Facility”) through our SBR equity method investment.
Added
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.
Removed
The cause of the fire is currently under investigation. We are assessing the extent of the property damage arising from the fire and potential recoveries from insurance coverage are also being evaluated.
Added
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”), the EPA, and the Chemical Safety Board (“CSB”).
Removed
At this time, as the cost of repairs, the length of the shutdown and other potential liabilities, including regulatory penalties, arising from the incident are unknown, the operational and/or financial impact cannot be reasonably estimated. Available Information Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual Report on Form 10-K.
Added
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.
Removed
We source our crude oil and feedstock needs for the East Coast Refining System through waterborne deliveries, primarily through short-term and spot market agreements. We also have a crude supply contract with Saudi Aramco, the term of which is currently year to year, for up to approximately 100,000 bpd that are processed at the Paulsboro refinery.
Added
Construction activities are expected to be complete by February 16, 2026. The commissioning phase of utility systems and certain idled equipment has been underway since early January, and a sequenced restart of the refinery will progress following successful completion of quality assurance and control processes.
Removed
We source our crude oil and feedstock needs for the Martinez refinery through connections to the Crimson San Pablo Bay Pipeline, and via waterborne deliveries, primarily through short-term and spot market agreements. We also have crude supply agreements with Shell Trading (US) Company (primarily serving the Martinez refinery) for up to 65,000 bpd, through 2026. Refined Product Yield and Distribution.
Added
We expect that start-up of the Catalytic Cracking Unit will be complete in the first week of March. 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.
Removed
Canty 55 Senior Vice President, General Counsel & Corporate Secretary Michael A. Bukowski 55 Senior Vice President, Head of Refining Wendy Ho Tai 58 Senior Vice President, Human Resources Jim Fedena 60 Senior Vice President, Logistics, Renewable Fuels, and Strategic Assets 22 Thomas J.
Added
Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025.
Removed
Nimbley has served as Chairman of the Board since June 30, 2016 and Executive Chairman since July 1, 2023. He previously served as our Chief Executive Officer from June 2010 through June 2023 and was our Executive Vice President, Chief Operating Officer from April 2010 through June 2010. Mr.
Added
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.
Removed
Nimbley also serves as a director and the Executive Chairman of certain of our subsidiaries. Prior to joining us, Mr. Nimbley served as a Principal for Nimbley Consultants LLC from June 2005 to March 2010, where he provided consulting services and assisted on the acquisition of two refineries.
Added
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.
Removed
He previously served as Senior Vice President and head of Refining for Phillips Petroleum Company (“Phillips”) and, subsequently, Senior Vice President and head of Refining for ConocoPhillips’ (“ConocoPhillips”) domestic refining system (13 locations) following the merger of Phillips and Conoco Inc. Before joining Phillips at the time of its acquisition of Tosco Corporation (“Tosco”) in September 2001, Mr.
Added
In addition, neither the total amount nor timing of insurance recoveries is certain. During 2025, we received unallocated insurance proceeds totaling $893.5 million, net of deductibles and retentions. Available Information Our website address is www.pbfenergy.com. Information contained on our website is not part of this Annual Report on Form 10-K.
Removed
Davis previously served as Executive Vice President and Chief Financial Officer of Western Refining, Inc. and its affiliated entities, Western Refining Logistics LP and Northern Tier Energy, LP through May 2017. During her career, she has served in various chief financial officer and financial reporting officer positions with various public and private companies throughout the United States. Ms.
Added
The Torrance refinery has a long-term contract to purchase hydrogen from a third-party supplier. Steam is primarily produced by a combination of five dedicated boilers, various process units, and secondary boilers at the FCC and Hydrogen Units. Martinez Refinery Overview .
Removed
Davis served as an independent director of PBF Energy from January 1, 2020 to December 31, 2022 and the Chairperson of the Audit Committee from October 1, 2020 to December 31, 2022. From 2017 through 2019, she served as an independent director of PBFX GP, where she was a member of the Audit and the Conflicts Committees. T.
Added
We currently market and sell all of our refined products independently to a variety of customers either on the spot market or through term agreements. Tankage Capacity. Martinez has a total tankage capacity of approximately 8.8 million barrels.
Removed
Thomas O’Connor has served as our Senior Vice President, Commodity Risk and Strategy since April 2022. He previously served as Senior Vice President, Commercial from September 2015 to April 2022. Mr.
Added
Steam is primarily produced by a combination of two heat recovery steam generators on the gas turbines, various process units, and secondary boilers at the FCC and Hydrogen Units.
Removed
O’Connor joined us as Senior Vice President in September 2014 with responsibility for business development and growing the business of PBFX, and from January to September 2015, served as our Co-Head of commercial activities. Prior to joining us, Mr.
Added
Terms related to the new agreements have been agreed to for all items associated with the National Oil Bargaining Program with ratification at the local level pending.
Removed
O’Connor worked at Morgan Stanley since 2000 in various positions, most recently as a Managing Director and Global Head of Crude Oil Trading and Global Co-Head of Oil Flow Trading. Prior to joining Morgan Stanley, Mr. O’Connor worked for Tosco from 1995 to 2000 in the Atlantic Basin Fuel Oil and Feedstocks group. 23 Trecia M.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

107 edited+33 added−17 removed214 unchanged
Biggest changeAt this time, as the cost of repairs, the length of the shutdown and other potential liabilities, including regulatory penalties, arising from the incident are unknown, the operational and/or financial impact cannot be reasonably estimated. 30 As protection against these hazards, we maintain insurance coverage for our refineries against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products.
Biggest changeAs protection against these hazards, we maintain insurance coverage for our refineries against some, but not all, such potential losses and liabilities, including claims against us by third parties relating to our operations and products. We or SBR may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates.
Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination.
Under these laws, we may incur liability or be required to pay penalties for past contamination, and third parties may assert claims against us for damages allegedly arising out of any past or future contamination.
As a result, in addition to making capital expenditures or incurring other costs to comply with environmental laws, we also may be liable for significant environmental litigation or for investigation and remediation costs and other liabilities arising from the ownership or operation of these assets by prior owners, which could materially adversely affect our business, financial condition, results of operations and cash flow.
As a result, in addition to making capital expenditures or incurring other costs to comply with environmental laws, we also may be liable for significant environmental litigation or for investigation and remediation costs and other liabilities arising from the ownership or operation of these assets by prior owners, which could materially 36 adversely affect our business, financial condition, results of operations and cash flow.
In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin and the imposition of a financial penalty for profits above a maximum gross gasoline refining margin, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
In March 2023, California adopted Senate Bill No. 2 (such statute, together with any regulations contemplated or issued thereunder, “SBx 1-2”), which, among other things, (i) authorized the establishment of a maximum gross gasoline refining margin (“GGRM”) and the imposition of a financial penalty for profits above a maximum GGRM, (ii) significantly expanded the reporting obligations under SB 1322 and the Petroleum Industry Information Reporting Act of 1980, which include reporting requirements to the California Energy Commission (“CEC”) for all participants in the petroleum industry supply chain in California (e.g., refiners, marketers, importers, transporters, terminals, producers, renewables producers, pipelines, and ports), (iii) created the Division of Petroleum Market Oversight within the CEC to analyze the data provided under SBx 1-2, and (iv) authorized the CEC to regulate the timing and other aspects of refinery turnaround and maintenance activities in certain instances.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • severe adverse weather conditions, natural disasters, wildfires or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project. 43 Our refineries contain many processing units, a number of which have been in operation for many years.
Such delays or cost increases may arise as a result of unpredictable factors in the marketplace, many of which are beyond our control, including: • denial or delay in obtaining regulatory approvals and/or permits; • unplanned increases in the cost of construction materials or labor; • disruptions in transportation of modular components and/or construction materials; • severe adverse weather conditions, natural disasters, wildfires or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors and suppliers; • shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; • market-related increases in a project’s debt or equity financing costs; and/or • non-performance or force majeure by, or disputes with, vendors, suppliers, contractors or sub-contractors involved with a project. 44 Our refineries contain many processing units, a number of which have been in operation for many years.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations. We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our liquidity and financial condition will affect our ability to satisfy any and all of these needs or obligations. 33 We may incur significant liability under, or costs and capital expenditures to comply with, regulatory, environmental and health and safety regulations, which are complex and change frequently.
While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage to our competitiveness, financial condition, results of operations and cash flows. 39 Cyber-attacks against us or others in our industry could result in additional regulations, and U.S. government warnings have indicated that infrastructure assets, including pipelines, may be specifically targeted by certain groups.
While, to date, we have not had a significant cybersecurity breach or attack that had a material impact on our business or results of operations, if we were to be subject to a material successful cyber intrusion, it could result in remediation or service restoration costs, increased cyber protection costs, lost revenues, litigation or regulatory actions by governmental authorities, increased insurance premiums, reputational damage and damage to our competitiveness, financial condition, results of operations and cash flows. 40 Cyber-attacks against us or others in our industry could result in additional regulations, and U.S. government warnings have indicated that infrastructure assets, including pipelines, may be specifically targeted by certain groups.
U.S. and global markets have experienced volatility and disruption following the escalation of geopolitical tensions and Russia’s military action in Ukraine since February 2022, armed hostilities in the middle east and disruptions in international shipping resulting from attacks by armed groups on cargo ships.
U.S. and global markets have experienced volatility and disruption following the escalation of geopolitical tensions and Russia’s military action in Ukraine since February 2022, armed hostilities and protests in the middle east and disruptions in international shipping resulting from attacks by armed groups on cargo ships.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full. 48 Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full. Provisions in our indentures and other agreements could discourage an acquisition of us by a third-party.
These provisions could limit the price that certain investors might be willing to pay in the future for shares of PBF Energy Class A common stock. The market price of PBF Energy Class A common stock may be volatile, and you could lose all or part of your investment.
These provisions could limit the price that certain investors might be willing to pay in the future for shares of PBF Energy Class A common stock. 53 The market price of PBF Energy Class A common stock may be volatile, and you could lose all or part of your investment.
The N-79-20 Order sets a 2035 goal of no sale of internal combustion engines for passenger cars and pickup trucks within California, and a 2045 goal of no sale of internal combustion engine medium- and heavy-duty trucks, and off-road vehicles and equipment.
The N-79-20 Order sets a 2035 goal of no new sale of internal combustion engines for passenger cars and pickup trucks within California, and a 2045 goal of no new sale of internal combustion engine medium- and heavy-duty trucks, and off-road vehicles and equipment.
Any act of war, terrorism, or other catastrophic events that resulted in damage to, or otherwise disrupts the operating activities of, any of our refineries or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition. 42 Competition from companies that produce their own supply of feedstocks, have extensive retail outlets, make alternative fuels or have greater financial and other resources than we do, could materially and adversely affect our business and results of operations.
Any act of war, terrorism, or other catastrophic events that resulted in damage to, or otherwise disrupts the operating activities of, any of our refineries or third-party facilities upon which we are dependent for our business operations could have a material adverse effect on our business, results of operations and financial condition. 43 Competition from companies that produce their own supply of feedstocks, have extensive retail outlets, make alternative fuels or have greater financial and other resources than we do, could materially and adversely affect our business and results of operations.
In addition, EPA has taken steps to regulate GHGs under the existing federal Clean Air Act. EPA has adopted regulations limiting GHG emissions for light- and medium-duty vehicles and heavy-duty highway vehicles.
In addition, EPA has taken steps to regulate GHGs under the existing federal Clean Air Act (“CAA”). EPA has adopted regulations limiting GHG emissions for light- and medium-duty vehicles and heavy-duty highway vehicles.
Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. 38 Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at contaminated sites.
Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. 39 Certain environmental laws impose strict, and in certain circumstances joint and several liability for, costs of investigation and cleanup of such spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at contaminated sites.
Both houses of Congress have actively considered legislation to reduce emissions of GHGs, such as carbon dioxide and methane, including proposals to: (i) establish a cap and trade system, (ii) create a federal renewable energy or “clean” energy standard requiring electric utilities to provide a certain percentage of power from such sources, and (iii) create enhanced incentives for use of renewable energy and increased efficiency in energy supply and use.
For example, both houses of Congress actively considered legislation to reduce emissions of GHGs, such as carbon dioxide and methane, including proposals to: (i) establish a cap and trade system, (ii) create a federal renewable energy or “clean” energy standard requiring electric utilities to provide a certain percentage of power from such sources, and (iii) create enhanced incentives for use of renewable energy and increased efficiency in energy supply and use.
The actual payments under the Tax Receivable Agreement could differ materially. It is possible that future transactions or events could increase the actual tax benefits realized and the corresponding Tax Receivable Agreement payments.
The actual payments under the Tax Receivable Agreement could differ materially. 51 It is possible that future transactions or events could increase the actual tax benefits realized and the corresponding Tax Receivable Agreement payments.
Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could significantly harm our profitability and reputation. Our current stockholders could experience dilution, which could further depress the price of our Class A common stock. We continue to require substantial working capital to fund our business.
Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could significantly harm our profitability and reputation. 54 Our current stockholders could experience dilution, which could further depress the price of our Class A common stock. We continue to require substantial capital investment and working capital to fund our business.
There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers. 44 Acquisitions or other investments that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits.
There can be no certainty that our federal, state, local or foreign taxes could be passed on to our customers. 45 Acquisitions or other investments that we may undertake in the future involve a number of risks, any of which could cause us not to realize the anticipated benefits.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform and advise their investment and voting decisions.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings for evaluating companies on their approach to sustainability matters. Such ratings are used by some investors to inform and advise their investment and voting decisions.
PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of the taxable income of PBF LLC or even equal to the actual tax due with respect to that income. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 53
PBF Energy ultimately may not receive cash distributions from PBF LLC equal to its share of the taxable income of PBF LLC or even equal to the actual tax due with respect to that income. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 55
Furthermore, a protracted conflict between Ukraine and Russia, or any escalation of this conflict, may result in additional financial and economic sanctions and import and/or export controls imposed on Russia by the United States, the UK, the EU, Canada and others, such as the United States ban on import of Russian oil effective March 8, 2022 and the EU ban on oil products from Russia effective February 5, 2023, which may have adverse impacts on the wider global economy and market conditions and could, in turn, have a material adverse impact on our business, financial condition, cash flows and results of operations and could cause the market value of PBF Energy’s Class A common stock to decline.
Furthermore, a protracted conflict between Ukraine and Russia, or any escalation of this conflict, may result in additional financial and economic sanctions and import and/or export controls imposed on Russia by the United States, the United Kingdom, the European Union, Canada and others, such as the United States ban on import of Russian oil effective March 8, 2022 and the European Union ban on oil products from Russia effective February 5, 2023, which may have adverse impacts on the wider global economy and market conditions and could, in turn, have a material adverse impact on our business, financial condition, cash flows and results of operations and could cause the market value of PBF Energy’s Class A common stock to decline.
In that case, the trading price of PBF Energy Class A common stock could fall. Risks Relating to Our Business and Industry Demand for our refined products can significantly decline due to changes in global and regional economic conditions. Business closings and layoffs in the markets we operate may adversely affect demand for our refined products.
In that case, the trading price of PBF Energy Class A common stock could fall. Risks Relating to Our Business and Industry Demand for our refined products can significantly decline due to changes in global and regional economic conditions. Business closings or reduced activity and layoffs in the markets we operate may adversely affect demand for our refined products.
In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which: • the volumes of our actual use of crude oil or natural gas or production of the applicable refined products is less than the volumes subject to the hedging arrangement; • accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect our refineries, or those of our suppliers or customers; • changes in commodity prices have a material impact on collateral and margin requirements under our hedging arrangements, resulting in us being subject to margin calls; • the counterparties to our derivative contracts fail to perform under the contracts; or • a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement.
In addition, our hedging activities may expose us to the risk of financial loss in certain circumstances, including instances in which: • the volumes of our actual use of crude oil or natural gas or production of the applicable refined products is less than the volumes subject to the hedging arrangement; • accidents, interruptions in feedstock transportation, inclement weather or other events cause unscheduled shutdowns or otherwise adversely affect our refineries, or those of our suppliers or customers; • changes in commodity prices have a material impact on collateral and margin requirements under our hedging arrangements, resulting in us being subject to margin calls; • the counterparties to our derivative contracts fail to perform under the contracts; or • a sudden, unexpected event materially impacts the commodity or crack spread subject to the hedging arrangement. 47 As a result, the effectiveness of our hedging strategy could have a material impact on our financial results.
Further, ESG concerns and other pressures on the oil and gas industry could lead to increased costs of financing or limit our access to the capital markets.
Further, sustainability concerns and other pressures on the oil and gas industry could lead to increased costs of financing or limit our access to the capital markets.
Enhanced scrutiny on ESG matters may impact our business as it relates to the use of refined products, climate change, increasing public expectations on companies to address climate change, and potential use of substitutes or replacements to our products may result in increased costs, reduced demand for our products, reduced profits, increased regulations and litigation, and adverse impacts on our stock price and access to capital markets.
Continued scrutiny on sustainability matters may impact our business as it relates to the use of refined products, climate change, increasing public expectations on companies to address climate change, and potential use of substitutes or replacements to our products may result in increased costs, reduced demand for our products, reduced profits, increased regulations and litigation, and adverse impacts on our stock price and access to capital markets.
The level of our indebtedness has several important consequences for our future operations, including that: • a portion of our cash flow from operations will be dedicated to the payment of principal of, and interest on, our indebtedness and will not be available for other purposes; • under certain circumstances, covenants contained in our existing debt arrangements limit our ability to borrow additional funds, dispose of assets and make certain investments; • in certain circumstances these covenants also require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and • we may be at a competitive disadvantage to those of our competitors that are less leveraged; and we may be more vulnerable to adverse economic and industry conditions.
The level of our indebtedness has several important consequences for our future operations, including that: • a portion of our cash flow from operations will be dedicated to the payment of principal of, and interest on, our indebtedness and will not be available for other purposes; • under certain circumstances, covenants contained in our existing debt arrangements limit our ability to borrow additional funds, dispose of assets and make certain investments; • in certain circumstances these covenants also require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and • we may be at a competitive disadvantage to those of our competitors that are less leveraged; and we may be more vulnerable to adverse economic and industry conditions. 48 Our indebtedness increases the risk that we may default on our debt obligations, certain of which contain cross-default and/or cross-acceleration provisions.
For example, we are part of Mid-Atlantic Clean Hydrogen Hub (“MACH2”), a broad consortium exploring the development of a clean energy and logistics hub on 2,500 acres adjacent to our Delaware City refinery, that was selected by the Department of Energy to receive up to $750.0 million to advance the development of a clean hydrogen production and distribution hub.
For example, we are a key participant of the Mid-Atlantic Clean Hydrogen Hub (“MACH2”) initiative, a broad consortium exploring the development of a clean energy and logistics hub on 2,500 acres adjacent to our Delaware City refinery, that was selected by the Department of Energy to receive up to $750.0 million to advance the development of a clean hydrogen production and distribution hub.
In addition, various states, individually as well as in some cases on a regional basis, have taken steps to control GHG emissions, including adoption of GHG reporting requirements, cap and trade systems and renewable portfolio standards (such as AB 32).
In addition, various states, individually as well as in some cases on a regional basis, have taken steps to control GHG emissions, including adoption of GHG reporting requirements, cap and trade systems and renewable portfolio standards.
If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations. 36 Our pipelines are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate.
If we failed to prevail in any such litigation and were required to pay significant damages and/or materially alter the manner in which we conduct our business, there could be a material adverse impact on our operations, financial condition or results of operations. 37 Our transportation modes, including pipelines, are subject to federal and/or state regulations, which could reduce profitability and the amount of cash we generate.
We believe the issue of climate change will likely continue to receive scientific and political attention, with the potential for further laws and regulations that could materially adversely affect our ongoing operations.
We believe the issue of climate change may continue to receive scientific and political attention, with the potential for further laws and regulations that could materially adversely affect our ongoing operations.
The fluctuations in our RINs costs are due primarily to volatility in prices for ethanol-linked RINs and increases in our production of on-road transportation fuels since 2012. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved which can cause variability in our profitability.
The fluctuations in our RINs costs are due primarily to volatility in prices for ethanol-linked RINs. Our RINs purchase obligation is dependent on our actual shipment of on-road transportation fuels domestically and the amount of blending achieved which can cause variability in our profitability.
This equity method investment involves risks, including: • diversion of management time and attention from our existing business; • reliance on Eni and their financial condition; • risk that Eni does not always share our goals and objectives; and • certain obligations that we have to fund capital expenditures relating to this investment. 40 Enhanced scrutiny on ESG matters and developments related to climate change may negatively impact our business and our access to capital markets.
This equity method investment involves risks, including: • diversion of management time and attention from our existing business; • reliance on Eni and their financial condition; • risk that Eni does not always share our goals and objectives; and • certain obligations that we have to fund capital expenditures relating to this investment. 41 Continued scrutiny on sustainability matters and developments related to climate change may negatively impact our business and our access to capital markets.
Upon the occurrence of certain transactions constituting a “change of control” as described in the indentures governing the 2028 Senior Notes and the 2030 Senior Notes, holders of our notes could require us to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, at the date of repurchase.
Upon the occurrence of certain transactions constituting a “change of control” as described in the indentures governing the 2028 6.00% Senior Notes, the 2030 7.875% Senior Notes, and the 2030 9.875% Senior Notes, holders of our notes could require us to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, at the date of repurchase.
Unfavorable ESG ratings and investment community divestment initiatives may lead to negative investor and public sentiment toward the Company and to the diversion of capital from our industry, which could have a negative impact on our stock price and our access to, and costs of, capital.
Unfavorable sustainability ratings and investment community divestment initiatives may lead to negative investor and public sentiment toward the Company and to the diversion of capital from our industry, which could have a negative impact on our stock price and our access to, and cost of, capital.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Relating to Our Business and Industry • The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services; • Volatility in commodity prices and refined product demand; • Crude oil differentials and related factors, which fluctuate substantially; • Significant interruptions or casualty losses at any of our refineries and related assets or logistics terminals, pipelines or other facilities owned by us or by SBR; • Interruptions of supply and distribution at our refineries; • Renewable fuels mandates and the cost of RINs; • Existence of capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; • Regulation related to climate change and emissions of greenhouse gases and other regulatory, environmental and health and safety regulations; • A cyber-attack on, or other failure of, our technology infrastructure; • Successful management of the commercial operation of SBR; • Enhanced scrutiny on ESG matters; • Rate of inflation, including increases due to tariffs and other trade measures that may be imposed by the new presidential administration, and its impacts on supply and demand, pricing, and supply chain disruption; • Actions taken by our competitors, including adjustments to refining capacity or renewable fuels production in response to regulations and market conditions; • Volatility and uncertainty in the credit and capital markets, including as a result of higher interest rates; • Any political instability, including as a result of Russia’s military action in Ukraine, armed hostilities in the middle east, disruption in international shipping resulting from attacks by armed groups on cargo ships, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events; • Competition from other companies in the refining or renewable fuels industries; • Delays or cost increases related to capital spending programs; • Product liability claims, operational liability claims and other material litigation; • Acquisition or integration of new assets into our business; • Labor disruptions that would interfere with our operations; • Discontinuation of employment of any of our senior executives or other key employees; • Our activity in commodity derivatives markets.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Relating to Our Business and Industry • The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services; • Volatility in commodity prices and refined product demand; • Crude oil differentials and related factors, which fluctuate substantially; • Significant interruptions or casualty losses at any of our refineries and related assets or logistics terminals, pipelines or other facilities owned by us or by SBR; • Interruptions of supply and distribution at our refineries; • Renewable fuels mandates and the cost of RINs; • Uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments; • Existence of capital needs for which our internally generated cash flows and other sources of liquidity may not be adequate; • Regulation related to climate change and emissions of GHGs and other regulatory, environmental and health and safety regulations; • A cyber-attack on, or other failure of, our technology infrastructure; • Successful management of the commercial operation of SBR; • Continued scrutiny on sustainability matters; • Rate of inflation, including increases due to tariffs and other trade measures that may be imposed or enacted, and its impacts on supply and demand, pricing, and supply chain disruption; • The amount and the timing of cost savings and operational efficiencies to be achieved through our Refining Business Improvement (“RBI”) initiative; • Actions taken by our competitors, including adjustments to refining capacity or renewable fuels production in response to regulations and market conditions; • Volatility and uncertainty in the credit and capital markets, including as a result of higher interest rates; • Any political instability, including as a result of Russia’s military action in Ukraine, armed hostilities in the middle east, disruption in international shipping resulting from attacks by armed groups on cargo ships, military strikes, sustained military campaigns, terrorist activity, changes in foreign policy, or other catastrophic events; • Competition from other companies in the refining or renewable fuels industries; • Delays or cost increases related to capital spending programs; • Product liability claims, operational liability claims and other material litigation; • Acquisition or integration of new assets into our business; • Labor disruptions that would interfere with our operations; • Discontinuation of employment of any of our senior executives or other key employees; • Our activity in commodity derivatives markets.
While we have entered into agreements with SBR that allow us to purchase RINs at our election, we incurred approximately $515.3 million in RINs costs during the year ended December 31, 2024 as compared to $762.3 million and $1,225.5 million during the years ended December 31, 2023 and 2022, respectively.
While we have entered into agreements with SBR that allow us to purchase RINs at our election, we incurred approximately $680.1 million in RINs costs during the year ended December 31, 2025 as compared to $515.3 million and $762.3 million during the years ended December 31, 2024 and 2023, respectively.
The market price of PBF Energy Class A common stock has in the past been and may continue to be highly volatile and subject to wide fluctuations due to a number of factors including: • market conditions in the oil refining industry and volatility in commodity prices; • changes in, or failure to meet, earnings estimates of securities analysts; • variations in actual or anticipated operating results or dividends, if any, to stockholders; • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, including disruptions due to problems with third-party logistics infrastructure; • litigation and government investigations; • the timing and announcement of any potential acquisitions or divestitures and subsequent impact of any future acquisitions or divestitures on our capital structure, financial condition or results of operations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof; • general economic and stock market conditions; and • the availability for sale, or sales by PBF Energy or its senior management, of a significant number of shares of its Class A common stock in the public market. 52 In recent years, the stock market in general, and the market for energy companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.
The market price of PBF Energy Class A common stock has in the past been and may continue to be highly volatile and subject to wide fluctuations due to a number of factors including: • market conditions in the oil refining industry and volatility in commodity prices; • changes in, or failure to meet, earnings estimates of securities analysts; • variations in actual or anticipated operating results or dividends, if any, to stockholders; • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, including disruptions due to problems with third-party logistics infrastructure; • litigation and government investigations; • the timing and announcement of any potential acquisitions or divestitures and subsequent impact of any future acquisitions or divestitures on our capital structure, financial condition or results of operations; • changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof; • general economic and stock market conditions; and • the availability for sale, or sales by PBF Energy or its senior management, of a significant number of shares of its Class A common stock in the public market.
Additionally, governmental and regulatory actions, including continued resolutions by the Organization of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the new U.S. presidential administration to advance certain energy infrastructure projects such as the Keystone XL pipeline or Enbridge's Line 5 pipeline, may continue to impact crude oil prices and crude oil differentials.
Additionally, governmental and regulatory actions, including sanctions against oil exporting countries and decisions by the Organization of the Petroleum Exporting Countries to restrict crude oil production levels and executive actions by the U.S. presidential administration to advance certain energy infrastructure projects such as the Keystone XL pipeline or Enbridge's Line 5 pipeline, may continue to impact crude oil prices and crude oil differentials.
Although the length and impact of these ongoing military conflicts is highly unpredictable, these wars have led to market disruptions, including significant volatility in the financial markets and the global macroeconomic and geopolitical environment.
Although the length and impact of these ongoing military actions and social upheavals is highly unpredictable, these conflicts have led to market disruptions, including significant volatility in the financial markets and the global macroeconomic and geopolitical environment.
These pipelines include the Enbridge system, Capline and Mid-Valley pipelines for supplying crude to our Toledo refinery, the MOEM Pipeline and CAM Pipeline for supplying crude to our Chalmette refinery and the San Joaquin Pipeline, San Pablo Bay Pipeline, San Ardo and Coastal Pipeline systems for supplying crude to our Torrance and Martinez refineries.
These pipelines include the Enbridge system, Capline and Mid-Valley pipelines for supplying crude to our Toledo refinery, the MOEM Pipeline and CAM Pipeline for supplying crude to our Chalmette refinery and the San Joaquin Pipeline, San Ardo and Coastal Pipeline systems for supplying crude to our Torrance refinery.
In the event the Martinez refinery is forced to shut down for a significant period of time, it could have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole.
In the event any of our refineries is forced to shut down for a significant period of time or permanently, it could have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability to operate those facilities or transport crude oil and refined products. Extended periods of such disruption could have an adverse effect on our results of operation. We could also incur substantial costs to protect or repair these facilities.
In addition, as many of our facilities are located near coastal areas, rising sea levels may disrupt our ability to operate those facilities or transport crude oil and refined products. Extended periods of such disruption could have an adverse effect on our results of operation.
Our business may suffer if any of our senior executives or other key employees discontinues employment with us. Furthermore, a shortage of skilled labor or disruptions in our labor force may make it difficult for us to maintain labor productivity. Our future success depends to a large extent on the services of our senior executives and other key employees.
Furthermore, a shortage of skilled labor or disruptions in our labor force may make it difficult for us to maintain labor productivity. Our future success depends to a large extent on the services of our senior executives and other key employees.
The 6.0% senior unsecured notes due 2028 (the “2028 Senior Notes”) and the 7.875% senior unsecured notes due 2030 (the “2030 Senior Notes”) are rated Ba3 by Moody’s, BB by S&P, and BB by Fitch.
The 6.00% senior unsecured notes due 2028 (the “2028 6.00% Senior Notes”), the 7.875% senior unsecured notes due 2030 (the “2030 7.875% Senior Notes”) and the 9.875% senior unsecured notes due 2030 (the “2030 9.875% Senior Notes”) are rated B1 by Moody’s, BB by S&P, and BB by Fitch.
To the extent that the CEC establishes a maximum gross gasoline refining margin and imposes a financial penalty for profits above such maximum gross gasoline refining margin, inventory requirements, or timing of turnaround schedules our financial results and profitability could be adversely affected.
To the extent that the CEC in the future establishes a maximum GGRM and imposes a financial penalty for profits above such maximum GGRM, inventory requirements, or timing of turnaround schedules, our financial results and profitability could be adversely affected.
Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance. 46 Risks Related to Our Indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness. Our indebtedness may significantly affect our financial flexibility in the future.
Such derivative gains or losses in earnings may produce significant period-to-period earnings volatility that is not necessarily reflective of our underlying operational performance and make meaningful period to period comparisons more difficult. Risks Related to Our Indebtedness Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our indebtedness.
If we were to be held responsible for damages in any such litigation or proceedings, such costs may not be covered by insurance and may be material. Historical soil and groundwater contamination has been identified at our refineries.
If we were to be held responsible for damages in any such litigation or proceedings, such costs may not be covered by insurance and may be material. Historical soil and groundwater contamination has been identified at our refineries. Currently, remediation projects for such contamination are underway in accordance with regulatory requirements at our refineries.
Our short-term working capital needs are primarily related to financing certain of our crude oil and refined products inventory. 32 If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases.
If we cannot adequately handle our crude oil and feedstock requirements or if we are required to obtain our crude oil supply at our other refineries without the benefit of the existing supply arrangements or the applicable counterparty defaults in its obligations, our crude oil pricing costs may increase as the number of days between when we pay for the crude oil and when the crude oil is delivered to us increases.
Currently, remediation projects for such contamination are underway in accordance with regulatory requirements at our refineries. 35 In connection with the acquisitions of certain of our refineries and logistics assets, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some instances we have assumed certain liabilities and environmental obligations, including certain existing and potential remediation obligations.
In connection with the acquisitions of certain of our refineries and logistics assets, the prior owners have retained certain liabilities or indemnified us for certain liabilities, including those relating to pre-acquisition soil and groundwater conditions, and in some instances we have assumed certain liabilities and environmental obligations, including certain existing and potential remediation obligations.
In the past, global financial markets and economic conditions have been, and may again be, subject to disruption and volatility due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, falling commodity prices, geopolitical issues and generally weak economic conditions.
This may hinder or prevent us from meeting our future capital needs. In the past, global financial markets and economic conditions have been, and may again be, subject to disruption and volatility due to a variety of factors, including uncertainty in the financial services sector, low consumer confidence, falling commodity prices, geopolitical issues and generally weak economic conditions.
See “Certain Relationships and Related Transactions—IPO Related Agreements” in our 2025 Proxy Statement incorporated herein by reference. 49 Under the Tax Receivable Agreement, PBF Energy is required to pay the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units, or other permitted assignees, for certain realized or assumed tax benefits PBF Energy may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions.
Under the Tax Receivable Agreement, PBF Energy is required to pay the former and current holders of PBF LLC Series A Units and PBF LLC Series B Units, or other permitted assignees, for certain realized or assumed tax benefits PBF Energy may claim arising in connection with prior offerings and future exchanges of PBF LLC Series A Units for shares of its Class A common stock and related transactions.
As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefits that PBF Energy actually realized in respect of (i) the increases in tax basis resulting from our purchases or exchanges of PBF LLC Series A Units and (ii) certain other tax benefits related to PBF Energy entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.
As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefits that PBF Energy actually realized in respect of (i) the increases in tax basis resulting from our purchases or exchanges of PBF LLC Series A Units and (ii) certain other tax benefits related to PBF Energy entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. 52 PBF Energy cannot assure you that it will continue to declare dividends or have the available cash to make dividend payments.
On June 21, 2023, EPA finalized the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years 2023, 2024, and 2025, and finalized volume requirements and percentage standards under the RFS program for 2023, 2024, and 2025, as well as making a series of important modifications to strengthen and expand the RFS program.
On June 21, 2023, EPA finalized the volumes of renewable fuels that obligated refineries must blend into their final petroleum fuels for years 2023, 2024, and 2025, and finalized volume requirements and percentage standards under the RFS program for 2023, 2024, and 2025.
In 2022, California enacted Assembly Bill 1279 which requires the state to achieve a GHG reduction target of 85 percent below 1990 levels by 2045 and overall carbon neutrality by 2045.
In 2009, CARB adopted the LCFS, which required a 10% reduction in the carbon intensity of gasoline and diesel by 2020. In 2022, California enacted Assembly Bill 1279 which requires the state to achieve a GHG reduction target of 85 percent below 1990 levels by 2045 and overall carbon neutrality by 2045.
We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability.
We are subject to strict laws and regulations regarding employee and process safety, and failure to comply with these laws and regulations could have a material adverse effect on our results of operations, financial condition and profitability. We are subject to the requirements of OSHA, and comparable state statutes that regulate the protection of the health and safety of workers.
PBF Energy cannot assure you that it will continue to declare dividends or have the available cash to make dividend payments. Although PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A common stock, the declaration, amount and payment of any dividends will be at the sole discretion of our Board of Directors.
Although PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A common stock, the declaration, amount and payment of any dividends will be at the sole discretion of our Board of Directors.
The market prices for RINs have been volatile and may harm our profitability. Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, EPA has issued the RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States.
Pursuant to the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, EPA has issued the RFS, implementing mandates to blend renewable fuels into the petroleum fuels produced and sold in the United States.
Additionally, adverse actions taken by the rating agencies on our corporate credit rating or the rating of our notes may increase our cost of borrowings or hinder our ability to raise financing in the capital markets or have an unfavorable impact on the credit terms we have with our suppliers, which could impair our ability to grow our business, maintain adequate levels of liquidity and make cash distributions to our shareholders.
Additionally, adverse actions taken by the rating agencies on our corporate credit rating or the rating of our notes may increase our cost of borrowings or hinder our ability to raise financing in the capital markets or have an unfavorable impact on the credit terms we have with our suppliers, which could impair our ability to grow our business, maintain adequate levels of liquidity and make cash distributions to our shareholders. 49 Restrictive covenants in our debt instruments, including the indentures governing our notes, may limit our ability to undertake certain types of transactions, which could adversely affect our business, financial condition, results of operations and our ability to service our indebtedness.
To the extent new debt is added to our current debt levels, the leverage risks described above would increase. Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness. Our future credit ratings could adversely affect our business, the cost of our borrowing, and our ability to obtain credit in the future.
Also, these restrictions do not prevent us from incurring obligations that do not constitute indebtedness. Our future credit ratings could adversely affect our business, the cost of our borrowing, and our ability to obtain credit in the future.
For example, coverage for hurricane damage can be limited, and coverage for terrorism risks can include broad exclusions. If we or SBR were to incur a significant liability that was not fully insured, it could have a material adverse effect on our financial position. Our insurance program includes a number of insurance carriers.
If we or SBR were to incur a significant liability that was not fully insured, it could have a material adverse effect on our financial position. Our insurance program includes a number of insurance carriers.
Additionally, higher future inflation or concerns of a recession could impact the demand for our products and services. 41 We may not be able to obtain funding on acceptable terms or at all, including because of volatility and uncertainty in the credit and capital markets. This may hinder or prevent us from meeting our future capital needs.
Additionally, higher inflation, elevated interest rates, or concerns of an economic slowdown or recession could impact the demand for our products and services. 42 We may not be able to obtain funding on acceptable terms or at all, including because of volatility and uncertainty in the credit and capital markets.
We are subject to the requirements of the OSHA, and comparable state statutes that regulate the protection of the health and safety of workers. In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents.
In addition, OSHA requires that we maintain information about hazardous materials used or produced in our operations and that we provide this information to employees, state and local governmental authorities, and local residents.
Regulation of emissions of greenhouse gases could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition.
We could also incur substantial costs to protect or repair these facilities. 34 Regulation of emissions of GHGs could force us to incur increased capital expenditures and operating costs and could have a material adverse effect on our results of operations and financial condition.
In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to PBF Energy Class A common stockholders or us.
In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to PBF Energy Class A common stockholders or us. See “Certain Relationships and Related Transactions—IPO Related Agreements” in our 2026 Proxy Statement incorporated herein by reference.
In connection with MACH2, we are considering investments in renewable electricity, green hydrogen production, development of 10 million square feet of distribution warehouses and office space, and hydrogen fueling facilities for a large fleet of medium duty trucks.
In connection with MACH2, we are exploring investments in renewable electricity, green hydrogen production, development of 10 million square feet of distribution warehouses and office space, and hydrogen fueling facilities for a large fleet of medium duty trucks. In addition, we own a significant portfolio and are actively pursuing real estate development opportunities, which may entail incremental investment.
Basis risk in a hedging arrangement occurs when the price of the commodity we hedge is more or less variable than the index upon which the hedged commodity is based, thereby making the hedge less effective.
See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.” In addition, these hedging activities involve basis risk. Basis risk in a hedging arrangement occurs when the price of the commodity we hedge is more or less variable than the index upon which the hedged commodity is based, thereby making the hedge less effective.
As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an investment in PBF Energy Class A common stock unless you sell PBF Energy Class A common stock for a price greater than that which you paid for it. 51 Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control.
As a result, if PBF Energy does not declare or pay dividends you may not receive any return on an investment in PBF Energy Class A common stock unless you sell PBF Energy Class A common stock for a price greater than that which you paid for it.
Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for transportation of crude oil and refined products could have a further material adverse effect on our business, financial condition, results of operations and cash flows. 31 In addition, substantial weather-related conditions could impact our relationships and arrangements with our major customers and suppliers by materially affecting the normal flow of crude oil and refined products, especially seaborne transactions.
Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that we rely upon for transportation of crude oil and refined products could have a further material adverse effect on our business, financial condition, results of operations and cash flows.
If any of these executives or other key personnel resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations could be materially adversely affected. 45 Our hedging activities may limit our potential gains, exacerbate potential losses and involve other risks.
The competition for these employees is intense, and the loss of these executives or employees could harm our business. If any of these executives or other key personnel resigns or becomes unable to continue in his or her present role and is not adequately replaced, our business operations could be materially adversely affected.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs significantly increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected. 47 Despite our level of indebtedness, we and our subsidiaries may be able to incur substantially more debt, which could exacerbate the risks described above.
If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs significantly increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.
Future negotiations prior to the expiration of our collective agreements may result in labor unrest for which a strike or work stoppage is possible. Strikes and/or work stoppages could negatively affect our operational and financial results and may increase operating expenses at the refineries.
Future negotiations prior to the expiration of our collective agreements may result in labor unrest for which a strike or work stoppage is possible.
Moreover, in each of these instances, PBF Energy would be required to make an immediate payment equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions). 50 Accordingly, payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits and may be significantly greater than the actual benefits PBF Energy realizes in respect of the tax attributes subject to the Tax Receivable Agreement.
Moreover, in each of these instances, PBF Energy would be required to make an immediate payment equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits (based on the foregoing assumptions).
Deterioration of global and regional economic conditions may harm our liquidity and ability to repay our outstanding debt and the trading price of PBF Energy’s Class A common stock. The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services may have a material adverse effect on our revenues, profitability, cash flows and liquidity.
The price volatility of crude oil, other feedstocks, blendstocks, refined products and fuel and utility services may have a material adverse effect on our revenues, profitability, cash flows and liquidity.
As of December 31, 2024, we have total debt of $1,498.9 million, excluding unamortized deferred debt issuance costs of $41.6 million, and we could incur additional borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”).
Our indebtedness may significantly affect our financial flexibility in the future. As of December 31, 2025, we have total debt of $2,189.3 million, excluding unamortized deferred debt issuance costs of $41.0 million, and we could incur additional borrowings under PBF Holding’s asset-based revolving credit facility (the “Revolving Credit Facility”).
Our certificate of incorporation and bylaws contain provisions that could make it more difficult for stockholders to effect certain corporate actions.
Anti-takeover and certain other provisions in our certificate of incorporation and bylaws and Delaware law may discourage or delay a change in control. Our certificate of incorporation and bylaws contain provisions that could make it more difficult for stockholders to effect certain corporate actions.
In September 2023, the Governor of the State of California directed the CEC to begin the regulatory processes concerning (i) potential penalties for exceeding a maximum gross gasoline refining margin and (ii) the timing of refinery turnarounds and maintenance.
In September 2023, the Governor of the State of California directed the CEC to begin the regulatory processes concerning (i) potential penalties for exceeding a maximum GGRM and (ii) the timing of refinery turnarounds and maintenance. Consequently, the CEC adopted an order requiring an informational proceeding on a maximum GGRM and penalty under SBx 1-2.
We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations. Our operations require numerous permits and authorizations under various laws and regulations.
The legislation in California, and the future enactment of similar legislation in any of the other jurisdictions could adversely impact our business, results of operations, profitability and cash. We could incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations.
We may incur significant liabilities under, or costs and capital expenditures to comply with, health, safety, environmental and other laws and regulations, which are complex and change frequently.
Any or all of these matters could have a negative effect on our business, results of operations and cash flows. We may incur significant liabilities under, or costs and capital expenditures to comply with, health, safety, environmental and other laws and regulations, which are complex and change frequently.
Although MRC believes that it will achieve compliance through the alternative emissions monitoring system (“AEMS”) approved by the Bay Area Air Quality Management District (“BAAQMD”) and subject to validation as part of the settlement agreement entered into on February 12, 2024, there can be no assurance that the AEMS will be validated or achieve the required emissions reductions or that we will not incur significant additional costs to comply with the Rule 6-5 Amendment. 33 Certain environmental laws impose strict, and in certain circumstances, joint and several, liability for costs of investigation and cleanup of spills, discharges or releases on owners and operators of, as well as persons who arrange for treatment or disposal of regulated materials at, contaminated sites.
Although MRC believes that it will achieve compliance through the alternative emissions monitoring system (“AEMS”) approved by the BAAD and subject to validation as part of the settlement agreement entered into on February 12, 2024, there can be no assurance that the AEMS will be validated or achieve the required emissions reductions or that we will not incur significant additional costs to comply with the Rule 6-5 Amendment.
If sufficient credits are unavailable for purchase or we are unable to pass through costs to our customers, we have to pay a higher price for credits or if we are otherwise unable to meet our compliance obligations, our financial condition and results of operations could be adversely affected.
If sufficient credits are unavailable for purchase or we are unable to pass through costs to our customers, we may have to pay a higher price for credits or if we are otherwise unable to meet our compliance obligations, our financial condition and results of operations could be adversely affected. 35 Additionally, on September 23, 2020, the California Governor issued Executive Order N-79-20 (“N-79-20 Order”) intended to further reduce GHG emissions within the state.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY Cybersecurity risk management and strategy Our cybersecurity risk management program is managed by our current Chief Information Officer (“CIO”) who reports to our Chief Financial Officer and provides regular updates to the Board.
Biggest changeITEM 1C. CYBERSECURITY Cybersecurity risk management and strategy Our cybersecurity risk management program is managed by our current Chief Information Officer (“CIO”) who reports to our Chief Financial Officer and provides regular updates to the Board of Directors.
The incident response plan provides a documented framework for when and how the CIO informs and updates our Board, the executive officers and other internal parties and when external parties are notified or consulted about a cybersecurity threat and the status thereof. 54 We also utilize third-party cybersecurity vendors to assist us with various aspects of our cybersecurity risk management program.
The incident response plan provides a documented framework for when and how the CIO informs and updates our Board, the executive officers and other internal parties and when external parties are notified or consulted about a cybersecurity threat and the status thereof. 56 We also utilize third-party cybersecurity vendors to assist us with various aspects of our cybersecurity risk management program.
He previously served as the head of our Cybersecurity team. Our CIO has 28 years of experience in highly regulated industries managing information security in complex, matrixed environments. He has created and maintained enterprise-level information security programs for our Company and other US and international companies in the refining industry.
He previously served as the head of our Cybersecurity team. Our CIO has 30 years of experience in highly regulated industries managing information security in complex, matrixed environments. He has created and maintained enterprise-level information security programs for our Company and other US and international companies in the refining industry.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe complaint was filed in the Superior Court of the State of California, County of Los Angeles and alleges negligence, strict liability, ultra-hazardous activity, a continuing private nuisance, a permanent private nuisance, a continuing public nuisance, a permanent public nuisance and trespass resulting from the February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery, which was then owned and operated by ExxonMobil.
Biggest changeExxon Mobil Corporation, et al ., we and PBF LLC, PBF Western Region, Torrance Refining and the manager of our Torrance refinery along with ExxonMobil were named as defendants in a putative class action filed in the Superior Court of California, County of Los Angeles, alleging negligence, nuisance, trespass, and strict liability claims arising from a February 18, 2015 electrostatic precipitator (“ESP”) explosion at the Torrance refinery, which at the time was owned and operated by ExxonMobil, and subsequent operations by Torrance Refining after the acquisition of the Torrance refinery in July 2016.
We have recently been engaged in discussions with EPA to resolve these matters, but we cannot currently estimate the timing of the resolution or the amount of any potential civil penalties. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
We have recently been engaged in discussions with the EPA to resolve these matters, but we cannot currently estimate the timing of the resolution or the amount of any potential civil penalties. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
On December 15, 2023, the Martinez refinery experienced an unexpected flaring incident, and subsequently on December 18, 2023 a brush fire incident, and has received inquiries or notices of investigation from the BAAQMD, CalOSHA, and the CCC.
On December 15, 2023, the Martinez refinery experienced an unexpected flaring incident, and subsequently on December 18, 2023 a brush fire incident, and has received inquiries or notices of investigation from the BAAD, the CalOSHA, and CCC.
On November 16, 2023, the CCC District Attorney and the BAAQMD announced a joint civil enforcement action against MRC that will include enforcement of the BAAQMD’s, the CCC’s, and the DFG’s claims from the spent catalyst incident, as well as additional enforcement claims from various incidents.
On November 16, 2023, the CCC District Attorney and the BAAD announced a joint civil enforcement action against MRC that will include enforcement of the BAAD’s, CCC’s, and the CDFW’s claims from the catalyst incident, as well as additional enforcement claims from various incidents.
The BAAQMD additionally issued an NOV relating to the December 15, 2023 flaring incident and four NOVs relating to the December 18, 2023 brush fire incident. The DFG, the CCC, and the BAAQMD have referred their findings and/or NOVs to the CCC District Attorney for the spent catalyst incident and various other incidents.
The BAAD additionally issued NOVs relating to the December 15, 2023 flaring incident and NOVs relating to the December 18, 2023 brush fire incident. The CDFW, CCC, and the BAAD have referred their findings and/or NOVs to the CCC District Attorney for the catalyst incident and various other incidents.
The BAAQMD also issued an NOV relating to the July 11, 2023 coke dust incident and an NOV relating to the October 6, 2023 coke dust incident.
The BAAD also issued NOVs relating to the July 11, 2023 coke dust incident and NOVs relating to the October 6, 2023 coke dust incident.
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. 59 On December 21, 2023, EPA Region 5 issued a Finding of Violation (“FOV”) alleging violations of the CAA, 42 U.S.C. §§ 7411, 7412, and regulations promulgated under those sections, of the National Emission Standard for Benzene Waste Operations at 40 C.F.R.
On December 21, 2023, the EPA Region 5 issued a Finding of Violation (“FOV”) alleging violations of the CAA, 42 U.S.C. §§ 7411, 7412, and regulations promulgated under those sections, of the National Emission Standard for Benzene Waste Operations at 40 C.F.R.
On November 24, 2022, the Martinez refinery experienced a spent catalyst release that is currently being investigated by the BAAQMD, Contra Costa County (“CCC”), the Department of Justice and EPA, and the California Department of Fish and Game (“DFG”).
On November 24, 2022, the Martinez refinery experienced a catalyst release that is currently being investigated by the BAAD, CCC, the DOJ, the USAO, the EPA, and the California Department of Fish and Wildlife (“CDFW”).
For the spent catalyst, coke dust, flaring, brush fire, and other incidents, no penalties have been assessed to date by the various agencies but there have been settlement communications with the CCC District Attorney and the BAAQMD.
For the catalyst, coke dust, flaring, brush fire, and other incidents, no definitive penalties have been assessed to date by the various agencies but there have been settlement communications with the CCC District Attorney and the BAAD. We presently believe the outcomes will not have a material impact on our financial position, results of operations, or cash flows.
On May 5, 2021, the Court granted plaintiffs leave to amend their complaint for the third time to substitute Navarro for Youssef. On July 5, 2022, the Court issued a final order ruling that plaintiffs’ Motion to Substitute Navarro as Class Representative was denied and decertifying both of plaintiffs’ proposed Air and Ground Subclasses.
On July 5, 2022, the Court issued a final order ruling that plaintiffs’ motion to substitute Navarro as class Representative was denied and decertifying both of plaintiffs’ proposed Air and Ground Subclasses. The order provided that the case will proceed with Navarro as the sole plaintiff. On October 30, 2023, plaintiff appealed the Court’s ruling to the Ninth Circuit.
On July 2, 2018, the Court granted leave to plaintiffs to file a Second Amended Complaint alleging groundwater contamination. With the filing of the Second Amended Complaint, plaintiffs added an additional plaintiff, Hany Youssef.
To the extent the claims relate to the ESP explosion, ExxonMobil retained responsibility for any resulting liabilities pursuant to the agreement relating to the acquisition of the Torrance refinery. On July 2, 2018, the Court granted leave for plaintiffs to file a second amended complaint alleging groundwater contamination and added an additional plaintiff, Youssef.
On October 15, 2019, the judge granted certification to two limited classes of property owners with Youssef as the sole class representative and named plaintiff, rejecting two other proposed subclasses based on negligence and on strict liability for ultrahazardous activities. The certified subclasses relate to trespass claims for ground contamination and nuisance for air emissions.
On October 15, 2019, the Court granted certification of two limited classes of with Youssef as the sole class representative and named plaintiff, related to trespass claims for ground contamination (“Ground Subclass”) and nuisance for air emissions (“Air Subclass”). On May 5, 2021, the Court granted leave for plaintiffs to a third amended complaint to substitute Navarro for Youssef.
On July 11, 2023 and October 6, 2023, the Martinez refinery experienced unintentional releases of petroleum coke dust and received inquiries or notices of investigation from the BAAQMD, the California Department of Industrial Relations, Division of Occupational Safety and Health (“CalOSHA”), the CCC, and the EPA.
To date, the BAAD has issued thirty-five (35) NOVs, CCC has issued two (2) NOVs, and the CDFW has made findings relating to the catalyst incident. On July 11, 2023 and October 6, 2023, the Martinez refinery experienced unintentional releases of petroleum coke dust and received inquiries or notices of investigation from the BAAD, the CalOSHA, CCC, and the EPA.
On January 17, 2024, the Court issued a scheduling order setting the class certification hearing for April 10, 2025. On April 4, 2024, the Court granted plaintiffs’ motion for leave to file a First Amendment Complaint (the “Piscitelli FAC”) to add plaintiff Malan and dismiss plaintiff Zanzucchi, which plaintiffs filed on April 10, 2024.
Martinez Refining Company LLC, commenced on August 16, 2023, as a putative class action. On April 10, 2024, plaintiffs filed a first amended complaint to add plaintiff Malan and dismiss plaintiff Zanzucchi. On June 17, 2024, the Court granted plaintiffs’ motion to dismiss plaintiff Piscitelli. On September 30, 2025, the Court denied plaintiffs’ motion for class certification.
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. On November 25, 2024, in Elizabeth Silvestri, et al. v.
Based on information currently available, we do not believe that the ultimate resolution of this matter will have a material adverse effect on our financial position, results of operations, or cash flows.
Removed
To date, the BAAQMD has issued 35 NOVs, the CCC has issued two NOVs, and the DFG has made findings relating to the spent catalyst incident.
Added
In connection with the Martinez refinery fire, investigations are being conducted by various regulatory agencies, including the CalOSHA, the BAAD, CCC, the DOJ, the USAO, the EPA, and the CSB.
Removed
We presently believe the outcomes will not have a material impact on our financial position, results of operations, or cash flows. 56 On September 27, 2023, MRC received from the San Francisco Bay Regional Water Quality Control Board (“RWQCB”) an Administrative Civil Liability (“ACL”) assessment in the amount of $13.8 million for allegedly: (1) exceeding its effluent limitations and discharging to the Carquinez Strait without authorization in October 2022, January 2023, and June 2023; and (2) failing to submit Climate Change Adaptation information.
Added
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.
Removed
On January 12, 2024, MRC met with the RWQCB to discuss its response to their ACL assessment.
Added
On May 1, 2025, following a review of the Martinez refinery’s causal report for flaring associated with the Martinez refinery fire as part of its ongoing investigation of the event, to date, the BAAD has issued a total of twenty-two (22) NOVs relating to the Martinez refinery fire.
Removed
Based on the discussions and the information provided by MRC, the RWQCB proposed reducing the ACL assessment to approximately $4.5 million and noted that for any settlement 50% of the penalty could be in the form of Enhanced Compliance Actions (“ECAs”), Supplemental Environmental Projects (“SEPs”), or a combination of the two.
Added
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. 58 On February 17, 2017, in Arnold Goldstein, et al. v.
Removed
On January 19, 2024, MRC agreed to accept the reduced ACL, with 50% of the approximately $4.5 million dedicated to ECAs or SEPs. MRC subsequently agreed to fund only SEPs relating to marsh restoration, regional water quality monitoring, and water quality classroom education in the Martinez, California area.
Added
On April 15, 2025, the Ninth Circuit issued a ruling that reversed the Court’s dismissal of the individual trespass claim and vacated the decertification of the Ground Subclass. The Ninth Circuit, however, affirmed the Court’s grant of summary judgment as to plaintiff’s individual nuisance claims and decertification of the Air Subclass.
Removed
The parties finalized the settlement agreement and stipulation for entry of the ACL order and on December 9, 2024, the settlement agreement and stipulation for entry of the ACL order was signed by the RWQCB’s Executive Officer. MRC has paid the penalty and funded the SEPs. On February 17, 2017, in Arnold Goldstein, et al. v.
Added
On August 12, 2025, the Ninth Circuit remanded the case back to the Court regarding the trespass claim and Ground Subclass decertification for reconsideration.
Removed
Exxon Mobil Corporation, et al. , we and PBF LLC, and our subsidiaries, PBF Western Region and Torrance Refining and the manager of our Torrance refinery along with ExxonMobil were named as defendants in a class action and representative action complaint.
Added
On January 12, 2026, the Court directed the parties to file a joint status report by March 2, 2026, to propose a briefing schedule regarding class representative substitution, renewed class certification for the Ground Subclass, and a discovery schedule. We intend to continue to defend this matter vigorously.
Removed
The operation of the Torrance refinery by the PBF entities subsequent to our acquisition in July 2016 is also referenced in the complaint. To the extent that plaintiffs’ claims relate to the ESP explosion, ExxonMobil retained responsibility for any liabilities that would arise from the lawsuit pursuant to the agreement relating to the acquisition of the Torrance refinery.
Added
Beginning in August 2023, MRC and, in certain cases, we and PBF Western Region, have been named as defendants in a series of related class and individual actions arising from MRC’s operations in Martinez, California (collectively, the “Martinez Actions”).
Removed
The order provided that the case will proceed with Navarro as the sole plaintiff. On September 22, 2022, the Ninth Circuit Court of Appeals affirmed.
Added
The complaints generally allege claims including negligence, public and private nuisance, trespass, premises liability, strict liability for ultrahazardous activities, and, in one action, alleged CAA violations and claims for medical and environmental monitoring. The actions are pending in the U.S. District Court for the Northern District of California. The first-filed action, Piscitelli et al. v.
Removed
On February 27, 2023, the Court issued an order granting our motion for judgment on the pleadings and dismissed plaintiff’s trespass claim with prejudice and granted plaintiff leave to amend his nuisance claims in conformity with the order if he can do so consistent with Rule 11 of the Federal Rules of Civil Procedures.
Added
Plaintiffs did not appeal that ruling. The other actions that have been filed include Alena Cruz and Shannon Payne vs. PBF Energy Inc., et. al, a putative class action; Jennifer Frye, et al. v. Martinez Refining Company LLC, filed by 18 individual plaintiffs; Alice Saliba, et al. v.
Removed
On March 27, 2023, plaintiff filed a Fourth Amended Complaint relating to the remaining nuisance claims. On May 23, 2023, the Court denied our motion to dismiss on the pleadings for plaintiff’s failure to establish standing to bring the nuisance claims. After completing further discovery, on August 28, 2023, we filed a Motion for Summary Judgment.
Added
Martinez Refining Company LLC, filed by 285 individual plaintiffs; Elizabeth Silvestri, et al. v. Martinez Refining Company LLC, filed by 195 individual plaintiffs; Robert Manning, et al. v. Martinez Refining Company LLC filed by 204 individual plaintiffs; and Canning v. Martinez Refining Company LLC, filed by two individual plaintiffs.
Removed
On October 18, 2023, the Court issued an order granting our motion, adjudged that plaintiff take nothing, and that the action be dismissed with prejudice. The order also allows us to recover the costs of suit pursuant to a bill of costs.
Added
In the Cruz case, on April 4, 2024, the Cruz Court dismissed all wrongly named PBF entities and plaintiffs’ CAA and medical monitoring claims. In the Frye case, on December 17, 2024, the Frye Court issued a ruling partially dismissing some of plaintiffs’ claims.
Removed
On October 30, 2023, plaintiff filed a notice of appeal to the Ninth Circuit regarding the Court’s order granting summary judgment. The Court has granted plaintiff extensions of approximately 90 days to file his opening brief, which was filed on May 27, 2024. After being granted a similar 90-day extension, we filed our answering brief on September 25, 2024.
Added
In the Canning Case, the case was removed from state to federal court, and on November 14, 2025, plaintiffs filed a first amended complaint limiting their claims to only alleged property damages associated with the November 24, 2022 catalyst release.
Removed
Plaintiff filed his reply brief on January 21, 2025. The Ninth Circuit has set oral argument on plaintiff’s appeal for March 25, 2025. We presently believe the outcome of this litigation will not have a material impact on our financial position, results of operations, or cash flows. 57 On August 16, 2023, in Joseph Piscitelli and Lara Zanzucchi v.
Added
On April 15, 2025, the Piscitelli Court ordered the Piscitelli, Cruz, Frye, Saliba, Silvestri, and Manning cases related for coordination of common core issues. Subsequently, on July 16, 2025, the Piscitelli Court also related the Canning case for common core issues.
Removed
Martinez Refining Company LLC , our subsidiary MRC was named as a defendant in a class action and representative action complaint which contains allegations of public and private nuisance, trespass, and negligence arising from MRC’s operations. MRC filed its answer to the complaint on October 31, 2023.
Added
On January 29, 2026, the Piscitelli Court issued a scheduling order for the Martinez Actions with discovery and certain motion practice continuing through first quarter 2028. Based on information 59 currently available, we do not believe that the ultimate resolution of the Martinez Actions will have a material adverse effect on our financial position, results of operations, or cash flows.
Removed
The initial Court hearing to discuss discovery issues was held on January 2, 2024. At the hearing, the Court raised the issue of mediation and directed the parties to meet and confer and agree to stipulate to a mediation deadline. On January 9, 2024, the parties filed a stipulation agreeing to consider private mediation by September 20, 2024.
Removed
On the same day, the Court granted plaintiffs’ motion. MRC filed its answer to the Piscitelli FAC on April 23, 2024. On May 3, 2024, the Court denied MRC’s motion to relate this case and the Cruz case (discussed below). On June 17, 2024, the Court granted plaintiffs’ motion to dismiss plaintiff Piscitelli.
Removed
On December 20, 2024, plaintiffs’ filed their motion for class certification. MRC’s opposition is due February 14, 2025. Plaintiffs’ reply is due February 21, 2025, and the motion hearing is scheduled for April 10, 2025.
Removed
At the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
Removed
On December 15, 2023, in Alena Cruz and Shannon Payne vs. PBF Energy Inc., et. al , we and our subsidiaries PBF Western Region and MRC were named as defendants in a class action and representative action complaint filed by Alena Cruz and Shannon Payne, and on behalf of all others similarly situated.
Removed
The complaint contains allegations of Clean Air Act (“CAA”) violations, claims for medical and environmental monitoring, liability for ultrahazardous activities, negligence, and public and private nuisance from MRC’s operations.
Removed
The proposed class is all individuals who reside and/or work in the City of Martinez, including the surrounding communities of Alhambra Valley and Franklin Canyon, as well as El Sobrante, Hercules, Benicia, and Richmond, who have allegedly been exposed to elevated levels of spent catalyst discharged from MRC’s operations during the period November 24, 2022 to the present.
Removed
On December 21, 2023, plaintiffs granted an extension until February 5, 2024 for MRC to respond to the initial complaint. On February 5, 2024, MRC filed a motion to dismiss on the pleadings. In response, on February 16, 2024, plaintiffs filed a First Amendment Complaint (the “Cruz FAC”).
Removed
On February 29, 2024, MRC filed a motion to dismiss the Cruz FAC on the pleadings. Plaintiffs’ opposition was filed on March 14, 2024. MRC filed its reply to plaintiffs’ opposition on March 21, 2024.
Removed
At the motion hearing on April 4, 2024, the Court granted MRC’s request to dismiss all wrongly named PBF entities and plaintiffs’ CAA and Medical Monitoring causes of action. At the following Status Conference on April 4, 2024, the Court agreed that the Cruz and Piscitelli cases should now be related.
Removed
The Court ordered the Cruz and Piscitelli plaintiffs to meet and confer on a joint discovery schedule and report back to the Court by the end of April 2024. On May 3, 2024, the Piscitelli Court denied MRC’s motion to relate this case and the Piscitelli case (discussed above).
Removed
On May 17, 2024, MRC filed its answer to the Cruz FAC. On June 5, 2024, the Court stayed the case, pending the outcome of the class property damage claim in the Piscitelli case.
Removed
On January 22, 2025, the Court denied the motion to relate this case, Frye, Saliba, Silvestri, and Manning cases filed by the Frye, Saliba, Silvestri, and Manning plaintiffs. The motion was referred to the Frye Court to determine if the Frye, Saliba, Silvestri, and Manning cases are related.
Removed
On January 23, 2025, the Court issued an order setting a joint status conference for February 5, 2025 before the Piscitelli, Cruz, and Frye Judges. At the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination.
Removed
We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows. 58 On July 31, 2024, in Jennifer Frye, et al. v.
Removed
Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 18 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities. On October 7, 2024, MRC filed a motion to dismiss the complaint.
Removed
Also on October 7, 2024, plaintiffs filed a motion to relate the Frye case to the Piscitelli and Cruz cases. The Piscitelli Court subsequently denied the motion to relate the three cases. The motion to relate is currently pending with the Cruz Court.
Removed
Plaintiffs’ opposition brief to MRC’s motion to dismiss was filed on November 11, 2024, and MRC filed its reply brief on November 22, 2024. The motion hearing scheduled for December 10, 2024 was vacated by the Court. On December 17, 2024, the Court issued its ruling partially dismissing some of plaintiffs’ claims.
Removed
On January 3, 2025, Plaintiffs filed a First Amended Complaint (the “Frye FAC”). On January 17, 2025, MRC filed its answer to the Frye FAC.
Removed
On January 22, 2025, the Cruz Court denied the motion to relate this case, Saliba, Silvestri, and Manning to the Cruz case and referred the matter to this Court to determine if this case, and the Saliba, Silvestri, and Manning cases are related.
Removed
On January 23, 2025, the Court issued an order setting a joint status conference for February 5, 2025 before the Piscitelli, Cruz, and Frye Judges. On January 31, 2025, this Court denied the motion to relate. The motion is now referred to the Saliba Court to determine if the Saliba, Silvestri, and Manning cases are related.
Removed
At the February 5, 2025 joint status conference, the Piscitelli, Cruz, and Frye judges indicated that they will be issuing an order for the parties to meet and confer on common issues and discovery coordination. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
Removed
On November 22, 2024, in Alice Saliba, et al. v. Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 285 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities.
Removed
The plaintiffs are represented by the same law firm representing the Frye, Silvestri, and Manning plaintiffs. On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Silvestri, Manning, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court.
Removed
On January 31, 2025, the Frye Court denied the motion to relate. The motion is now referred to this Court to determine if this case and the Silvestri and Manning cases are related. MRC’s answer to the complaint is currently due February 14, 2025.
Removed
Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 195 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities. The plaintiffs are represented by the same law firm representing the Frye, Saliba, and Manning plaintiffs.
Removed
On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Silba, Manning, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court. On January 31, 2025, the Frye Court denied the motion to relate.
Removed
The motion is now referred to the Saliba Court to determine if this case and the Saliba and Manning cases are related. MRC’s answer to the complaint is currently due February 14, 2025. We presently believe the outcome will not have a material impact on our financial position, results of operations, or cash flows.
Removed
On November 25, 2024, in Robert Manning, et al. v. Martinez Refining Company LLC , MRC was named as a defendant in a complaint filed by 204 individuals which contains allegations of negligence, public and private nuisance, premise liability, trespass, and strict liability ultrahazardous activities.
Removed
The plaintiffs are represented by the same law firm representing the Frye, Saliba, and Silvestri plaintiffs. On December 9, 2024, plaintiffs’ filed a motion to relate this case to the Frye, Saliba, Silvestri, and Cruz cases. On January 22, 2025, the Cruz Court denied the motion to relate and it was referred to the Frye Court.
Removed
On January 31, 2025, the Frye Court denied the motion to relate. The motion is now referred to the Saliba Court to determine if this case and the Saliba and Silvestri cases are related. MRC’s answer to the complaint is currently due February 14, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−3 removed8 unchanged
Biggest change(2) Average price per share excludes transaction commissions. (3) On December 12, 2022, our Board of Directors authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”).
Biggest changeNo exchanges were made by any of our directors or current executive officers. Share Repurchase Program Our Board of Directors has authorized the repurchase of PBF Energy's Class A common stock (as amended from time to time, the “Repurchase Program”). The Repurchase Program currently allows for share repurchases of up to $1.75 billion and has no expiration date.
These repurchases may be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which have been effected through Rule 10b5-1 plans. The timing and number of shares repurchased depended on a variety of factors, including price, capital availability, legal requirements and economic and market conditions.
These repurchases can be made from time to time through various methods, including open market transactions, block trades, accelerated share repurchases, privately negotiated transactions or otherwise, certain of which could be effected through Rule 10b5-1 plans. The timing and number of shares repurchased depends on a variety of factors, including price, capital availability, legal requirements, and economic and market conditions.
The ability of PBF Holding to make distributions to PBF LLC is, and in the future may be, limited by covenants in its Revolving Credit Facility, the 2030 Senior Notes, the 2028 Senior Notes and other debt instruments.
The ability of PBF Holding to make distributions to PBF LLC is, and in the future may be, limited by covenants in its Revolving Credit Facility, the 2028 6.00% Senior Notes, the 2030 7.875% Senior Notes, the 2030 9.875% Senior Notes, and other debt instruments.
PBF Energy used this $119.0 million to pay cash dividends of $0.25 per share of its Class A common stock on March 14, 2024, May 30, 2024 and August 29, 2024, and cash dividends of $0.275 per share on November 27, 2024.
PBF Energy used this $125.6 million to pay cash dividends of $0.275 per share of its Class A common stock on March 14, 2025, May 29, 2025, August 28, 2025, and November 26, 2025.
As of February 7, 2025, there were 280 holders of record of PBF Energy Class A common stock and 12 holders of record of PBF Energy Class B common stock.
As of February 6, 2026, there were 281 holders of record of PBF Energy Class A common stock and 12 holders of record of PBF Energy Class B common stock.
PBF Holding made $551.0 million in distributions to PBF LLC during the year ended December 31, 2024. In addition, during the year ended December 31, 2024 PBF LLC used $119.9 million to make non-tax distributions to its members, of which $119.0 million was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members.
PBF Holding made $241.7 million in distributions to PBF LLC during the year ended December 31, 2025. In addition, during the year ended December 31, 2025 PBF LLC used $126.5 million to make non-tax distributions to its members, of which $125.6 million was distributed to PBF Energy and the balance was distributed to PBF LLC’s other members.
The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2019 and tracks it through 12/31/2024. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 PBF Energy Class A common stock $ 100.00 $ 22.91 $ 41.84 $ 132.13 $ 145.30 $ 90.10 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Peer Group 100.00 65.66 88.06 151.38 184.97 168.71 62 Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A Common Stock In the fourth quarter of 2024, there were no exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act.
The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 12/31/2020 and tracks it through 12/31/2025. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 PBF Energy Class A common stock $ 100.00 $ 182.68 $ 576.83 $ 634.34 $ 393.36 $ 419.88 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Peer Group 100.00 134.11 230.55 281.70 256.95 321.54 62 Recent Sales of Unregistered Securities—Exchange of PBF LLC Series A Units for PBF Energy Class A Common Stock In the fourth quarter of 2025, there were no exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock in transactions exempt from registration under Section 4(a)(2) of the Securities Act.
We were not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. ITEM 6. [RESERVED] 63
We are not obligated to purchase any shares under the Repurchase Program, and repurchases could be suspended or discontinued at any time without prior notice. During the year ended December 31, 2025, we did not purchase any shares of PBF Energy’s Class A common stock under the Repurchase Program.
Removed
No exchanges were made by any of our directors or current executive officers.
Added
Approximately $732.0 million of shares remain available for purchase under the plan. ITEM 6. [RESERVED] 63
Removed
Share Repurchase Program The following table summarizes PBF Energy’s Class A common stock share repurchase activity during the fourth quarter of 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan (3) Approximately Dollar Value of Shares that May Yet Be Purchased Under Plan (in millions) October 1-31, 2024 — $ — — $ 761.0 November 1-30, 2024 — $ — — $ 761.0 December 1-31, 2024 1,000,000 $ 28.96 1,000,000 $ 732.0 Total 1,000,000 $ 28.96 1,000,000 $ 732.0 (1) The shares purchased include only those shares that have settled as of the period end date.
Removed
As further approved on February 13, 2024, the Repurchase Program currently allows for repurchases of up to $1.75 billion and has a program expiration date of December 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

144 edited+40 added−36 removed136 unchanged
Biggest changeSome of the factors that we believe could affect our results include: • supply, demand, prices and other market conditions for our products or crude oil, including volatility in commodity prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities; • rate of inflation, including increases due to tariffs and other trade measures that may be proposed by the new presidential administration, and its impact on supply and demand, pricing, and supply chain disruption; • the effects related to, or resulting from, geopolitical conflict around the world, including Russia's military action in Ukraine, armed hostilities in the middle east and disruptions in international shipping, resulting from attacks by armed groups on cargo ships, including the imposition of additional sanctions and export controls, the potential expansion of such conflicts to other nations or regions, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment; 64 • the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments; • our obligation to buy RINs and market risks related to the volatility in the price of RINs required to comply with the RFS and GHG emission credits required to comply with various GHG emission programs, such as AB 32; • our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow; • our expectations with respect to our capital spending and turnaround projects; • the impact of current and future laws, rulings and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition and public policy in opposition to recent refining industry profits; • adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities; • our ability to manage our costs and expenses; • political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storage of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32 and/or ABx 2-1, or from actions taken by environmental interest groups; • the risk of cyber-attacks; • our increased dependence on technology; • the effects of competition in our markets; • the possibility that we might reduce or not pay dividends in the future; • the inability of our subsidiaries to freely make distributions to us; • our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments; • our ability to successfully manage the operations of SBR, which owns the Renewable Diesel Facility, together with our partner, Eni; • liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations; • our expectations and timing with respect to our acquisition and investment activity and whether such acquisitions and investments are accretive or dilutive to shareholders; • adverse developments in our relationship with both our key employees and unionized employees; • o ur indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes; • changes in currency exchange rates, interest rates and capital costs; 65 • restrictive covenants in our indebtedness that may adversely affect our operational flexibility; • counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangements, if any; • payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units, or their permitted assignees, under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim; • our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation.
Biggest changeSome of the factors that we believe could affect our results include: • supply, demand, prices, and other market conditions for our products or crude oil, including volatility in commodity prices or constraints arising from federal, state or local governmental actions or environmental and/or social activists that reduce crude oil production or availability in the regions in which we operate our pipelines and facilities; • rate of inflation, including increases due to tariffs and other trade measures that may be proposed or enacted, and its impact on supply and demand, pricing, and supply chain disruption; • the effects related to, or resulting from, geopolitical conflict around the world, including Russia's military action in Ukraine, armed hostilities in the middle east and disruptions in international shipping, resulting from attacks by armed groups on cargo ships, including the imposition of additional sanctions and export controls, the potential expansion of such conflicts to other nations or regions, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environment; 64 • the risk and uncertainties associated with the Martinez refinery fire, including our expectations with respect to the full restart of the Martinez refinery, our ability to procure necessary permits and equipment and materials required to rebuild the Martinez refinery, the timing of the restart of certain units damaged by the Martinez refinery fire, the throughput of the Martinez refinery during this period, estimated costs, the anticipated amount and timing of the remaining insurance recoveries related to the Martinez refinery fire, and the results and consequences of any governmental and regulatory investigations related to the Martinez refinery fire; • the amount and the timing of cost savings and operational efficiencies to be achieved through our RBI initiative; • the effectiveness of our crude oil sourcing strategies, including our crude by rail strategy and related commitments; • our obligation to buy RINs and market risks related to the volatility in the price of RINs required to comply with the RFS and GHG emission credits required to comply with various GHG emission programs, such as AB 32; • our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) and generate earnings and cash flow; • our expectations with respect to our capital spending and turnaround projects; • the impact of current and future laws, rulings, and governmental regulations, including restrictions on the exploration and/or production of crude oil in the state of California, the implementation of rules and regulations regarding transportation of crude oil by rail or in response to the potential impacts of climate change, decarbonization and future energy transition and public policy in opposition to recent refining industry profits; • adverse impacts related to legislation by the federal government lifting the restrictions on exporting U.S. crude oil or subjecting us to trade and sanctions laws, which change frequently as a result of foreign policy developments, and which may necessitate changes to our crude oil acquisition activities; • political pressure and influence of environmental groups and other stakeholders on decisions and policies related to the refining, processing and storage of crude oil and refined products, and the related adverse impacts from changes in our regulatory environment, such as the effects of compliance with AB 32 and/or AB X2-1 and Senate Bill X1-2, or from actions taken by environmental interest groups; • the risk of cyber-attacks; • our increased dependence on technology; • the effects of competition in our markets; • the possibility that we might reduce or not pay dividends in the future; • the inability of our subsidiaries to freely make distributions to us; • our ability to make acquisitions or investments, including in renewable diesel production, and to realize the benefits from such acquisitions or investments; • our ability to successfully manage the operations of SBR, which owns the Renewable Diesel Facility, together with our partner, Eni; • liabilities arising from recent acquisitions or investments, that are unforeseen or exceed our expectations; 65 • our expectations and timing with respect to any acquisitions and investment activities and whether such acquisitions and investments are accretive or dilutive to shareholders; • adverse developments in our relationship with both our key employees and unionized employees; • o ur indebtedness, including the impact of potential downgrades to our corporate credit rating and/or unsecured notes; • changes in currency exchange rates, interest rates, and capital costs; • restrictive covenants in our indebtedness that may adversely affect our operational flexibility or ability to make distributions; • counterparty credit and performance risk exposure related to our supply and inventory intermediation arrangements, if any; • payments by PBF Energy to the current and former holders of PBF LLC Series A Units and PBF LLC Series B Units, or their permitted assignees, under PBF Energy’s Tax Receivable Agreement for certain tax benefits we may claim; • our assumptions regarding payments arising under PBF Energy’s Tax Receivable Agreement and other arrangements relating to our organizational structure are subject to change due to various factors, including, among other factors, the timing of exchanges of PBF LLC Series A Units for shares of PBF Energy Class A common stock as contemplated by the Tax Receivable Agreement, the price of PBF Energy Class A common stock at the time of such exchanges, the extent to which such exchanges are taxable, and the amount and timing of our income; and • the impact of disruptions to crude or feedstock supply to any of our refineries or our Renewable Diesel Facility, or with third-party logistics infrastructure or operations, including pipeline, marine and rail transportation.
Change in fair value of contingent consideration, net - During the year ended December 31, 2024, we recorded a net change in fair value of the Martinez Contingent Consideration, which increased income from operations and net income by $3.3 million and $2.4 million, respectively.
During the year ended December 31, 2024, we recorded a net change in fair value of the Martinez Contingent Consideration, which increased income from operations and net income by $3.3 million and $2.4 million, respectively.
Refer to “Note 11 - Commitments and Contingencies” and “Note 18 - Income Taxes” of our Notes to Consolidated Financial Statements for more details. Renewable Fuel Standard We are subject to obligations to purchase RINs required to comply with RFS. Our overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA.
Refer to “Note 11 - Commitments and Contingencies” and “Note 18 - Income Taxes” of our Notes to Consolidated Financial Statements for more details. 69 Renewable Fuel Standard We are subject to obligations to purchase RINs required to comply with RFS. Our overall RINs obligation is based on a percentage of domestic shipments of on-road fuels as established by EPA.
The net cash flows used in investing activities for the year ended December 31, 2024 was comprised of expenditures for refinery turnarounds of $576.7 million, capital expenditures totaling $390.9 million, expenditures for other assets of $40.7 million and contributions to our equity method investee of $35.0 million, partially offset by return of capital from our equity method investee of $1.8 million.
Net cash used in investing activities for the year ended December 31, 2024 was comprised of expenditures for refinery turnarounds of $576.7 million, capital expenditures totaling $390.9 million, expenditures for other assets of $40.7 million, and contributions to our equity method investee of $35.0 million, partially offset by return of capital from our equity method investee of $1.8 million.
Aron, inclusive of $13.5 million of related costs associated with exiting the agreement. Equity Method Investment in SBR On June 27, 2023, we and our partner, Eni, completed the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility.
Aron, inclusive of $13.5 million of related costs associated with exiting the agreement. 68 Equity Method Investment in SBR On June 27, 2023, we and our partner, Eni, completed the closing of the equity method investment transaction and the capitalization of SBR, a jointly held investee designed to own, develop, and operate the Renewable Diesel Facility.
As these distributions are conditional, they have been excluded from the table above. 97 Critical Accounting Policies The following summary provides further information about our critical accounting policies that involve critical accounting estimates and should be read in conjunction with “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements.
As these distributions are conditional, they have been excluded from the table above. Critical Accounting Policies The following summary provides further information about our critical accounting policies that involve critical accounting estimates and should be read in conjunction with “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements.
Historically, Toledo’s blended average crude costs have differed from the market value of WTI crude oil; • the Toledo refinery configuration enables it to produce more barrels of product than throughput which generates a pricing benefit; and • the Toledo refinery generates a pricing benefit on some of its refined products, primarily its petrochemicals. Chalmette Refinery.
Historically, Toledo’s blended average crude costs have differed from the market value of WTI crude oil; • the Toledo refinery configuration enables it to produce more barrels of product than throughput which generates a pricing benefit; and • the Toledo refinery generates a pricing benefit on some of its refined products, primarily its petrochemicals. 72 Chalmette Refinery.
We continually monitor our market risk exposure for market developments that could introduce significant volatility in the financial markets. 71 Other Factors We currently source our crude oil for our refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements.
We continually monitor our market risk exposure for market developments that could introduce significant volatility in the financial markets. Other Factors We currently source our crude oil for our refineries on a global basis through a combination of market purchases and short-term purchase contracts, and through our crude oil supply agreements.
Our total throughput costs have historically priced at a discount to Dated Brent; 72 • as a result of the heavy, sour crude slate processed at our East Coast Refining System, we produce lower value products including sulfur, carbon dioxide and petroleum coke.
Our total throughput costs have historically priced at a discount to Dated Brent; • as a result of the heavy, sour crude slate processed at our East Coast Refining System, we produce lower value products including sulfur, carbon dioxide and petroleum coke.
In addition, the effect of changes in crude oil prices on our operating results is influenced by how the prices of refined products adjust to reflect such changes. 70 Crude oil and other feedstock costs and the prices of refined products have historically been subject to wide fluctuation.
In addition, the effect of changes in crude oil prices on our operating results is influenced by how the prices of refined products adjust to reflect such changes. Crude oil and other feedstock costs and the prices of refined products have historically been subject to wide fluctuation.
Our Toledo refinery generally follows the WTI (Chicago) 4-3-1 benchmark refining margin. Our Chalmette refinery generally follows the LLS (Gulf Coast) 2-1-1 benchmark refining margin. Our Torrance refinery generally follows the ANS (West Coast) 4-3-1 benchmark refining margin. Our Martinez refinery generally follows the ANS (West Coast) 3-2-1 benchmark refining margin.
Our Toledo refinery generally follows the WTI (Chicago) 4-3-1 benchmark refining margin. Our Chalmette refinery generally follows the LLS (Gulf Coast) 2-1-1 benchmark refining margin. Our Torrance refinery generally follows the ANS (West Coast) 4-3-1 benchmark refining margin.
Currently, crude oil delivered by rail is consumed at our East Coast refineries. The Delaware City rail unloading facilities, and the East Coast Storage Assets, allow our East Coast refineries to source WTI-based crude oils from Western Canada and the Mid-Continent, which we believe, at times, may provide cost advantages versus traditional Brent-based international crude oils.
Currently, crude oil delivered by rail may be consumed at our East Coast refineries. The Delaware City rail unloading facilities, and the East Coast Storage Assets, allow our East Coast refineries to source WTI-based crude oils from Western Canada and the Mid-Continent, which we believe, at times, may provide cost advantages versus traditional Brent-based international crude oils.
The Torrance refinery’s realized gross margin on a per barrel basis has historically differed from the ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors: • the Torrance refinery has generally processed a slate of primarily heavy sour crude oils, which has historically constituted approximately 65% to 80% of total throughput.
The Torrance refinery’s realized gross margin on a per barrel basis has historically differed from the ANS (West Coast) 4-3-1 benchmark refining margin due to the following factors: • the Torrance refinery has generally processed a slate of primarily heavy sour crude oils, which has historically constituted approximately 60% to 80% of total throughput.
We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, dividend payments, debt service requirements, share repurchases under our share repurchase program, as well as PBF Energy’s obligations under the Tax Receivable Agreement, for the next twelve months.
We believe that our cash flows from operations and available capital resources will be sufficient to meet our and our subsidiaries’ capital expenditures, working capital needs, dividend payments, debt service requirements, share repurchases under our share repurchase program, and PBF Energy’s obligations under the Tax Receivable Agreement, for the next twelve months.
These periodic adjustments to the Tax Receivable Agreement liability, if any, are recorded in general and administrative expense and may result in adjustments to our income tax expense and deferred tax assets and liabilities. 99 Recent Accounting Pronouncements Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements.
These periodic adjustments to the Tax Receivable Agreement liability, if any, are recorded in general and administrative expense and may result in adjustments to our income tax expense and deferred tax assets and liabilities. Recent Accounting Pronouncements Refer to “Note 2 - Summary of Significant Accounting Policies” of our Notes to Consolidated Financial Statements, for Recently Issued Accounting Pronouncements. 100
PBF Energy recognizes an income tax expense or benefit in our 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 year ended December 31, 2024 and 2023.
PBF Energy recognizes an income tax expense or benefit in our 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 year ended December 31, 2025 and 2024.
However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. As of December 31, 2024, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
However, our ability to generate sufficient cash flow from operations depends, in part, on petroleum oil market pricing and general economic, political and other factors beyond our control. As of December 31, 2025, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
These products are priced at a significant discount to RBOB and ULSD; and • the Paulsboro refinery produces Group I lubricants, which carry a premium sales price to RBOB and ULSD, and the black oil is sold as asphalt, which may be sold at a premium or discount to Dated Brent based on the market. Toledo Refinery.
These products are typically priced at a significant discount to RBOB and ULSD; and • the Paulsboro refinery produces Group I lubricants, which generally carry a premium sales price to RBOB and ULSD, and the black oil is sold as asphalt, which may be sold at a premium or discount to Dated Brent based on the market. Toledo Refinery.
These covenants are subject to a number of important exceptions and qualifications. We are in compliance as of December 31, 2024 with all covenants, including financial covenants, in all of our debt agreements. For further discussion of our indebtedness and these covenants and restrictions, see “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements.
These covenants are subject to a number of important exceptions and qualifications. We are in compliance as of December 31, 2025 with all covenants, including financial covenants, in all of our debt agreements. For further discussion of our indebtedness and these covenants and restrictions, see “Note 9 - Credit Facilities and Debt” of our Notes to Consolidated Financial Statements.
These products are priced at a significant discount to gasoline and diesel. Martinez Refinery . The benchmark refining margin for the Martinez refinery is calculated by assuming that three barrels of ANS crude oil are converted into two barrels of gasoline, one-quarter barrel of diesel and three-quarter barrel of jet fuel.
These products are typically priced at a significant discount to gasoline and diesel. 73 Martinez Refinery . The benchmark refining margin for the Martinez refinery is calculated by assuming that three barrels of ANS crude oil are converted into two barrels of gasoline, one-quarter barrel of diesel and three-quarter barrel of jet fuel.
Discussions of results for the year ended December 31, 2022 and comparisons of the results for the years ended December 31, 2023 and 2022 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's annual report on Form 10-K for the year ended December 31, 2023.
Discussions of results for the year ended December 31, 2023 and comparisons of the results for the years ended December 31, 2024 and 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's annual report on Form 10-K for the year ended December 31, 2024.
These products are priced at a significant discount to gasoline and CARB diesel. 74 Results of Operations The tables below reflect our consolidated financial and operating highlights for the years ended December 31, 2024, 2023 and 2022 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics.
These products are typically priced at a significant discount to gasoline and CARB diesel. 74 Results of Operations The tables below reflect our consolidated financial and operating highlights for the years ended December 31, 2025, 2024 and 2023 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics.
Although we were in compliance with incurrence covenants during the year ended December 31, 2024, there are no assurances in the future that we will be able to meet these incurrence covenants at the time we are required to do so.
Although we were in compliance with incurrence covenants during the year ended December 31, 2025, there are no assurances in the future that we will be able to meet these incurrence covenants at the time we are required to do so.
(f) Tax Receivable Agreement obligation The table reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement, assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement as of December 31, 2024.
(f) Tax Receivable Agreement obligation The table reflects PBF Energy’s estimated timing of payments under the Tax Receivable Agreement, assuming that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement as of December 31, 2025.
The Chalmette refinery’s realized gross margin on a per barrel basis has historically differed from the LLS (Gulf Coast) 2-1-1 benchmark refining margin due to the following factors: • the Chalmette refinery has recently processed a slate of primarily light and medium crude oils, which represents approximately 60% to 75% of total throughput.
The Chalmette refinery’s realized gross margin on a per barrel basis has historically differed from the LLS (Gulf Coast) 2-1-1 benchmark refining margin due to the following factors: • the Chalmette refinery crude slate can vary widely and recently has processed a slate of primarily light and medium crude oils, which represents approximately 60% to 75% of total throughput.
The remaining throughput consists of heavy crude oils and other feedstocks and blendstocks; and • as a result of the heavy, sour crude slate processed at Chalmette, we produce lower-value products including sulfur and petroleum coke. These products are priced at a significant discount to 87 conventional gasoline and ULSD. 73 Torrance Refinery.
The remaining throughput consists of heavy crude oils and other feedstocks and blendstocks; and • as a result of the significant portion of heavy, sour crude slate processed at Chalmette, we produce lower-value products including sulfur and petroleum coke. These products are typically priced at a significant discount to 87 conventional gasoline and ULSD. Torrance Refinery.
Our intention is to trade only with recognized creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis. We also limit the risk of bad debts by obtaining security such as guarantees or letters of credit.
Our intention is to trade only with recognized creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis. We also limit the risk of bad debts by obtaining security such as guarantees or letters of credit when deemed necessary.
PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the year ended December 31, 2024 and 2023 was approximately 0.7%.
PBF Energy’s weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the year ended December 31, 2025 and 2024 was approximately 0.7%.
Cash Flows from Financing Activities Net cash used in financing activities was $249.3 million for the year ended December 31, 2024 compared to net cash used in financing activities of $1,420.0 million for the year ended December 31, 2023.
Net cash used in financing activities was $249.3 million for the year ended December 31, 2024 compared to net cash used in financing activities of $1,420.0 million for the year ended December 31, 2023.
Our Chalmette refinery has a product slate of approximately 42% gasoline and 35% distillate, 1% high-value petrochemicals with the remaining portion of the product slate comprised of lower-value products (9% black oil, 5% LPGs, and 8% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining margin.
Our Chalmette refinery has a product slate of approximately 46% gasoline and 31% distillate, 1% high-value petrochemicals with the remaining portion of the product slate comprised of lower-value products (9% black oil, 5% LPGs, and 8% other). For this reason, we believe the LLS (Gulf Coast) 2-1-1 is an appropriate benchmark industry refining margin.
Cash Flows from Investing Activities Net cash used in investing activities was $1,041.5 million for the year ended December 31, 2024 compared to $338.6 million for the year ended December 31, 2023.
Net cash used in investing activities was $1,041.5 million for the year ended December 31, 2024 compared to $338.6 million for the year ended December 31, 2023.
During the year ended December 31, 2023, we recorded a change in the Tax Receivable Agreement liability that increased income before income taxes and net income by $2.0 million and $1.5 million, respectively.
During the year ended December 31, 2023, PBF Energy recorded a change in the Tax Receivable Agreement liability that increased income before taxes and net income by $2.0 million and $1.5 million, respectively.
Our Toledo refinery has a product slate of approximately 54% gasoline, 37% distillate, 4% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (3% LPGs and 2% black oil). For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark industry refining margin.
Our Toledo refinery has a product slate of approximately 52% gasoline, 38% distillate, 3% high-value petrochemicals (including nonene, tetramer, benzene, xylene and toluene) with the remaining portion of the product slate comprised of lower-value products (4% LPGs and 3% black oil). For this reason, we believe the WTI (Chicago) 4-3-1 is an appropriate benchmark industry refining margin.
In this Item 7, we discuss results for the years ended December 31, 2024 and 2023 and comparisons of the results for the years ended December 31, 2024 and 2023.
In this Item 7, we discuss results for the years ended December 31, 2025 and 2024 and comparisons of the results for the years ended December 31, 2025 and 2024.
For the year ended December 31, 2024, net cash used in financing activities consisted of share repurchases of PBF Energy’s Class A common stock of $329.1 million, dividends and distributions of $120.6 million, payments of insurance premium financing of $111.9 million, payments on finance leases of $12.2 million, and deferred financing costs and other costs of $0.1 million, partially offset by cash proceeds from the Revolving Credit Facility of $200.0 million, proceeds from insurance premium financing of $123.2 million, and transactions made in connection with stock-based compensation plans of $1.4 million.
For the year ended December 31, 2024, net cash provided by financing activities consisted of share repurchases of PBF Energy’s Class A common stock of $329.1 million, dividends and distributions of $120.6 million, payments on finance leases of $12.2 million, payments of insurance premium financing, net of $11.3 million, and deferred financing costs and other costs of $0.1 million, partially offset by cash proceeds from the Revolving Credit Facility of $200.0 million, and transactions made in connection with stock-based compensation plans of $1.4 million.
We incurred approximately $515.3 million in RINs costs during the year ended December 31, 2024 as compared to $762.3 million and $1,225.5 million during the years ended December 31, 2023 and 2022, respectively. The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and changes in our production of on-road transportation fuels.
We incurred approximately $680.1 million in RINs costs during the year ended December 31, 2025 as compared to $515.3 million and $762.3 million during the years ended December 31, 2024 and 2023, respectively. The fluctuations in RINs costs are due primarily to volatility in prices for ethanol-linked RINs and changes in our production of on-road transportation fuels.
There were no such losses in 2024. During the year ended December 31, 2023, in conjunction with the early termination of the Inventory Intermediation Agreement, we incurred certain one-time exit costs, which decreased income before income taxes and net income by $13.5 million and $10.0 million, respectively.
There were no such losses in any of the other periods presented. During the year ended December 31, 2023, in conjunction with the early termination of the Inventory Intermediation Agreement, we incurred certain one-time exit costs, which decreased income before income taxes and net income by $13.5 million and $10.0 million, respectively.
We had available capacity under our Revolving Credit Facility as of December 31, 2024 (in millions) as follows: Total Commitment Amount Borrowed as of December 31, 2024 Outstanding Letters of Credit Borrowing Base Availability Expiration Date Revolving Credit Facility (a) $ 3,500.0 $ 200.0 $ 128.3 $ 2,385.4 August 2028 ___________________________________ (a) The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a “borrowing base” formula based on (i) 90% of the book value of Eligible 94 Accounts with respect to investment grade obligors plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement, in each case as defined in the Revolving Credit Agreement.
We had available capacity under our Revolving Credit Facility as of December 31, 2025 (in millions) as follows: Total Commitment Amount Borrowed as of December 31, 2025 Outstanding Letters of Credit Borrowing Base Availability Expiration Date Revolving Credit Facility (a) $ 3,500.0 $ 100.0 $ 167.3 $ 2,296.6 August 2028 ___________________________________ (a) The amount available for borrowings and letters of credit under the Revolving Credit Facility is calculated according to a “borrowing base” formula based on (i) 90% of the book value of Eligible Accounts with respect to investment grade obligors plus (ii) 85% of the book value of Eligible Accounts with respect to non-investment grade obligors plus (iii) 80% of the cost of Eligible Hydrocarbon Inventory plus (iv) 100% of Cash and Cash Equivalents in deposit accounts subject to a control agreement, in each case as defined in the Revolving Credit Agreement.
(3) Special items: SBR LCM Inventory Adjustment - The LCM adjustment is a GAAP requirement related to inventory valuation that mandates inventory to be stated at the lower of cost or market.
(3) Special items: LCM inventory adjustment - LCM is a GAAP requirement for inventory valuation that mandates inventory to be stated at the lower of cost or market.
There were no such gains in any other periods presented. Change in Tax Receivable Agreement liability - During the year ended December 31, 2024, there was no change in the Tax Receivable Agreement liability.
There were no such gains in any of the other periods presented. 90 Change in Tax Receivable Agreement liability - During the year ended December 31, 2025, there was no change in the Tax Receivable Agreement liability. During the year ended December 31, 2024, there was no change in the Tax Receivable Agreement liability.
Our Torrance refinery has a product slate of approximately 59% gasoline and 26% distillate with the remaining portion of the product slate comprised of lower-value products (3% LPG, 2% black oil and 10% other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate benchmark industry refining margin.
Our Torrance refinery has a product slate of approximately 57% gasoline and 29% distillate with the remaining portion of the product slate comprised of lower-value products (3% LPG, 2% black oil and 9% other). For this reason, we believe the ANS (West Coast) 4-3-1 is an appropriate benchmark industry refining margin.
Share Repurchases Our Repurchase Program currently allows for repurchases up to $1.75 billion and has a program expiration date of December 2025. To date, we have purchased approximately 24,113,897 shares of PBF Energy's Class A common stock under the Repurchase Program for $1,018.0 million, inclusive of commissions paid, through open market transactions.
Share Repurchases Our Repurchase Program currently allows for share repurchases up to $1.75 billion and does not have an expiration date. To date, we have purchased approximately 24,113,897 shares of PBF Energy's Class A common stock under the Repurchase Program for $1,018.0 million, inclusive of commissions paid, through open market transactions.
The benchmark refining margin for the East Coast Refining System is calculated by assuming that two barrels of Dated Brent crude oil are converted into one barrel of gasoline and one barrel of diesel.
East Coast Refining System (Delaware City and Paulsboro Refineries). The benchmark refining margin for the East Coast Refining System is calculated by assuming that two barrels of Dated Brent crude oil are converted into one barrel of gasoline and one barrel of diesel.
Cash Flow Analysis Cash Flows from Operating Activities Net cash provided by operating activities was $43.4 million for the year ended December 31, 2024 compared to net cash provided by operating activities of $1,338.5 million for the year ended December 31, 2023.
Net cash provided by operating activities was $43.4 million for the year ended December 31, 2024 compared to net cash provided by operating activities of $1,338.5 million for the year ended December 31, 2023.
The East Coast Refining System has a product slate of approximately 35% gasoline, 36% distillate, 2% high-value Group I lubricants, 1% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value products (3% LPGs, 18% black oil and 5% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin.
The East Coast Refining System has a product slate of approximately 39% distillate, 37% gasoline, 2% high-value Group I lubricants, 1% high-value petrochemicals, with the remaining portion of the product slate comprised of lower-value products (14% black oil, 3% LPGs, and 4% other). For this reason, we believe the Dated Brent (NYH) 2-1-1 is an appropriate benchmark industry refining margin.
There were no such gains in 2022. 89 Loss on extinguishment of debt and termination of Inventory Intermediation Agreement - During the year ended December 31, 2023, we recorded a pre-tax loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, which decreased income before income taxes and net income by $5.7 million and $4.2 million, respectively.
Loss on extinguishment of debt and termination of Inventory Intermediation Agreement - During the year ended December 31, 2023, we recorded a pre-tax loss on extinguishment of debt related to the redemption of our 2025 Senior Notes and the amendment and restatement of the Revolving Credit Facility, which decreased income before income taxes and net income by $5.7 million and $4.2 million, respectively.
There were $200.0 million outstanding borrowings under the Revolving Credit Facility as of December 31, 2024. There were no outstanding borrowings as of December 31, 2023. PBFX Revolving Credit Facility On June 20, 2023, we terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023.
PBFX Revolving Credit Facility On June 20, 2023, we terminated the $500.0 million PBFX senior secured revolving credit facility (the “PBFX Revolving Credit Facility”), which was originally set to mature on July 30, 2023. There were no outstanding borrowings under the PBFX Revolving Credit Facility as of the termination date.
PBF Energy’s weighted-average equity interest in PBF LLC was 99.3% for both the years ended December 31, 2024 and 2023. 77 Our results for the year ended December 31, 2024 were negatively impacted by special items consisting of a LIFO inventory decrement of $124.5 million, or $92.1 million net of tax, and a decrease to our gain on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax, partially offset by our share of the adjustment to the SBR LCM inventory reserve of $18.9 million, or $14.0 million net of tax, and a change in fair value of contingent consideration of $3.3 million, or $2.4 million net of tax, related to changes in our earn-out obligation associated with the acquisition of the Martinez refinery and logistic assets (the “Martinez Contingent Consideration”).
Our results for the year ended December 31, 2024 were negatively impacted by special items consisting of a LIFO inventory decrement of $124.5 million, or $92.1 million net of tax, and a decrease to our gain on the formation of the SBR equity method investment of $8.7 million, or $6.4 million net of tax, partially offset by our share of the adjustment to the SBR LCM inventory reserve of $18.9 million, or $14.0 million net of tax, and a change in fair value of contingent consideration of $3.3 million, or $2.4 million net of tax, related to changes in our earn-out obligations associated with the acquisition of the Martinez refinery and logistic assets (the “Martinez Contingent Consideration”).
Loss (gain) on formation of SBR equity method investment — There was a loss of $8.7 million for the year ended December 31, 2024, associated with a reduction of our gain on formation of the SBR equity method investment.
Loss (gain) on formation of SBR equity method investment — There was a loss of $8.7 million for the year ended December 31, 2024, associated with a reduction of our gain on formation of the SBR equity method investment. There was no such gain or loss during the year ended December 31, 2025.
(2) Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of approximately 26.0% for both 2024 and 2023, and 25.9% for 2022, applied to net income (loss) attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
(2) Represents an adjustment to reflect PBF Energy’s annualized statutory corporate tax rate of approximately 26.0% for the years ended December 31, 2025, 2024, and 2023, applied to net income (loss) attributable to noncontrolling interest for all periods presented. The adjustment assumes the full exchange of existing PBF LLC Series A Units as described in (1) above.
Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 4,413,417, 18,431 and 3,877,035 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended December 31, 2024, 2023 and 2022, respectively.
Common stock equivalents exclude the effects of performance share units and options and warrants to purchase 6,771,051, 4,413,417 and 18,431 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the years ended December 31, 2025, 2024 and 2023, 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. 78 Consolidated gross margin— Consolidated gross margin totaled $(372.2) million for the year ended December 31, 2024, compared to $2,398.6 million for the year ended December 31, 2023, a decrease of $2,770.8 million.
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. Consolidated gross margin— Consolidated gross margin totaled $(571.0) million for the year ended December 31, 2025, compared to $(372.2) million for the year ended December 31, 2024, a decrease of $198.8 million.
Year Ended December 31, 2024 2023 2022 (dollars per barrel, except as noted) Dated Brent crude oil $ 80.72 $ 82.64 $ 101.27 West Texas Intermediate (WTI) crude oil $ 75.87 $ 77.67 $ 94.58 Light Louisiana Sweet (LLS) crude oil $ 78.33 $ 80.14 $ 96.81 Alaska North Slope (ANS) crude oil $ 80.24 $ 82.36 $ 98.76 Crack Spreads Dated Brent (NYH) 2-1-1 $ 18.24 $ 29.67 $ 40.26 WTI (Chicago) 4-3-1 $ 16.27 $ 23.71 $ 31.56 LLS (Gulf Coast) 2-1-1 $ 18.21 $ 29.13 $ 37.56 ANS (West Coast-LA) 4-3-1 $ 23.36 $ 36.88 $ 41.64 ANS (West Coast-SF) 3-2-1 $ 24.62 $ 36.89 $ 41.89 Crude Oil Differentials Dated Brent (foreign) less WTI $ 4.84 $ 4.97 $ 6.68 Dated Brent less Maya (heavy, sour) $ 12.31 $ 13.71 $ 13.95 Dated Brent less WTS (sour) $ 4.85 $ 4.99 $ 6.98 Dated Brent less ASCI (sour) $ 5.23 $ 5.73 $ 9.68 WTI less WCS (heavy, sour) $ 14.82 $ 18.32 $ 21.30 WTI less Bakken (light, sweet) $ 1.39 $ (1.28) $ (4.05) WTI less Syncrude (light, sweet) $ 0.75 $ (0.91) $ (3.04) WTI less LLS (light, sweet) $ (2.45) $ (2.48) $ (2.22) WTI less ANS (light, sweet) $ (4.36) $ (4.70) $ (4.17) Effective RIN basket price $ 3.75 $ 7.02 $ 7.66 Natural gas (dollars per MMBTU) $ 2.41 $ 2.66 $ 6.54 2024 Compared to 2023 Overview— PBF Energy net loss was $540.2 million for the year ended December 31, 2024 compared to net income of $2,162.0 million for the year ended December 31, 2023.
Year Ended December 31, (dollars per barrel, except as noted) 2025 2024 2023 Dated Brent crude oil $ 69.03 $ 80.72 $ 82.64 West Texas Intermediate (WTI) crude oil $ 64.87 $ 75.87 $ 77.67 Light Louisiana Sweet (LLS) crude oil $ 67.08 $ 78.33 $ 80.14 Alaska North Slope (ANS) crude oil $ 69.67 $ 80.24 $ 82.36 Crack Spreads Dated Brent (NYH) 2-1-1 $ 22.59 $ 18.24 $ 29.67 WTI (Chicago) 4-3-1 $ 18.31 $ 16.27 $ 23.71 LLS (Gulf Coast) 2-1-1 $ 21.76 $ 18.21 $ 29.13 ANS (West Coast-LA) 4-3-1 $ 27.52 $ 23.36 $ 36.88 ANS (West Coast-SF) 3-2-1 $ 30.14 $ 24.62 $ 36.89 Crude Oil Differentials Dated Brent (foreign) less WTI $ 4.16 $ 4.84 $ 4.97 Dated Brent less Maya (heavy, sour) $ 9.31 $ 12.31 $ 13.71 Dated Brent less WTS (sour) $ 4.34 $ 4.85 $ 4.99 Dated Brent less ASCI (sour) $ 4.12 $ 5.23 $ 5.73 WTI less WCS (heavy, sour) $ 12.17 $ 14.82 $ 18.32 WTI less Bakken (light, sweet) $ 1.21 $ 1.39 $ (1.28) WTI less Syncrude (light, sweet) $ 0.97 $ 0.75 $ (0.91) WTI less LLS (light, sweet) $ (2.21) $ (2.45) $ (2.48) WTI less ANS (light, sweet) $ (4.80) $ (4.36) $ (4.70) Effective RIN basket price $ 5.85 $ 3.75 $ 7.02 Natural gas (dollars per MMBTU) $ 3.62 $ 2.41 $ 2.66 2025 Compared to 2024 Overview— PBF Energy net loss was $160.5 million for the year ended December 31, 2025 compared to net loss of $540.2 million for the year ended December 31, 2024.
During the year ended December 31, 2023, we recorded a net gain resulting from the difference between the carrying value and the fair value of the assets associated with the business contributed to SBR, which increased income from operations and net income by $925.1 million and $684.6 million, respectively.
During the year ended December 31, 2023, we recorded a net gain resulting from the difference between the carrying value and the fair value of the assets associated with the business contributed to SBR, which increased income from operations and net income by $925.1 million and $684.6 million, respectively. There were no such gains or losses in 2025.
As of December 31, 2024, a liability for the Tax Receivable Agreement of $293.6 million ($336.6 million and $338.6 million as of December 31, 2023 and December 31, 2022, respectively) reflecting our estimate of the undiscounted amounts that we expect to pay under the agreement.
As of December 31, 2025, a liability for the Tax Receivable Agreement of $168.2 million was recorded ($293.6 million and $336.6 million as of December 31, 2024 and December 31, 2023, respectively) reflecting our estimate of the undiscounted amounts that we expect to pay under the agreement.
Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $2,487.6 million, or $7.51 per barrel of throughput, for the year ended December 31, 2024 compared to $5,287.7 million, or $16.07 per barrel of throughput, for the year ended December 31, 2023, a decrease of approximately $2,800.1 million.
Gross refining margin (as described below in Non-GAAP Financial Measures) totaled $2,347.5 million, or $7.72 per barrel of throughput, for the year ended December 31, 2025 compared to $2,487.6 million, or $7.51 per barrel of throughput, for the year ended December 31, 2024, a decrease of approximately $140.1 million.
Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA: • do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments; • do not reflect changes in, or cash requirements for, our working capital needs; • do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; • do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow; • do not reflect certain other non-cash income and expenses; and • exclude income taxes that may represent a reduction in available cash. 86 The following tables reconcile net income (loss) as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions): Year Ended December 31, 2024 2023 2022 Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items: Net income (loss) $ (540.2) $ 2,162.0 $ 2,972.8 Add: Depreciation and amortization expense 627.8 571.5 511.1 Add: Interest expense, net 72.0 63.8 246.0 Add: Income tax (benefit) expense (228.4) 723.8 584.8 EBITDA $ (68.8) $ 3,521.1 $ 4,314.7 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt — 5.7 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 EBITDA excluding special items $ 42.2 $ 2,590.9 $ 4,719.4 Reconciliation of EBITDA to Adjusted EBITDA: EBITDA $ (68.8) $ 3,521.1 $ 4,314.7 Add: Stock based compensation 44.3 51.5 54.3 Add: Change in fair value of catalyst obligations — (1.1) 2.0 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt — 5.7 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 Adjusted EBITDA $ 86.5 $ 2,641.3 $ 4,775.7 —————————— See Notes to Non-GAAP Financial Measures. 87 Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity.
Some of these limitations include that EBITDA, EBITDA excluding special items and Adjusted EBITDA: • do not reflect depreciation expense or our cash expenditures, or future requirements, for capital expenditures or contractual commitments; • do not reflect changes in, or cash requirements for, our working capital needs; • do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; • do not reflect realized and unrealized gains and losses from certain hedging activities, which may have a substantial impact on our cash flow; • do not reflect certain other non-cash income and expenses; and • exclude income taxes that may represent a reduction in available cash. 86 The following tables reconcile net income (loss) as reflected in PBF Energy’s results of operations to EBITDA, EBITDA excluding special items and Adjusted EBITDA for the periods presented (in millions): Year Ended December 31, 2025 2024 2023 Reconciliation of net income (loss) to EBITDA and EBITDA excluding special items: Net income (loss) $ (160.5) $ (540.2) $ 2,162.0 Add: Depreciation and amortization expense 644.7 627.8 571.5 Add: Interest expense, net 181.6 72.0 63.8 Add: Income tax (benefit) expense (74.1) (228.4) 723.8 EBITDA $ 591.7 $ (68.8) $ 3,521.1 Special Items: (3) Add: LCM inventory adjustment 313.0 — — Add: LCM inventory adjustment - SBR (10.4) (18.9) 38.7 Add: LIFO inventory decrement 5.4 124.5 — Add: Martinez refinery fire expenses 163.7 — — Add: Gain on insurance recoveries, net (832.5) — — Add: Costs related to RBI initiative 29.6 — — Add: Gain on sale of terminal assets (94.0) — — Add: Change in fair value of contingent consideration, net — (3.3) (45.8) Add: Loss (gain) on formation of SBR equity method investment — 8.7 (925.1) Add: Loss on extinguishment of debt — — 5.7 Add: Gain on land sales — — (1.7) Add: Change in Tax Receivable Agreement liability — — (2.0) EBITDA excluding special items $ 166.5 $ 42.2 $ 2,590.9 Reconciliation of EBITDA to Adjusted EBITDA: EBITDA $ 591.7 $ (68.8) $ 3,521.1 Add: Stock based compensation 39.0 44.3 51.5 Add: Change in fair value of catalyst obligations — — (1.1) Special Items: (3) Add: LCM inventory adjustment 313.0 — — Add: LCM inventory adjustment - SBR (10.4) (18.9) 38.7 Add: LIFO inventory decrement 5.4 124.5 — Add: Martinez refinery fire expenses 163.7 — — Add: Gain on insurance recoveries, net (832.5) — — Add: Costs related to RBI initiative 29.6 — — Add: Gain on sale of terminal assets (94.0) — — Add: Change in fair value of contingent consideration, net — (3.3) (45.8) Add: Loss (gain) on formation of SBR equity method investment — 8.7 (925.1) Add: Loss on extinguishment of debt — — 5.7 Add: Gain on land sales — — (1.7) Add: Change in Tax Receivable Agreement liability — — (2.0) Adjusted EBITDA $ 205.5 $ 86.5 $ 2,641.3 —————————— See Notes to Non-GAAP Financial Measures. 87 Net Debt to Capitalization Ratio and Net Debt to Capitalization Ratio Excluding Special Items The total debt to capitalization ratio is calculated by dividing total debt by the sum of total debt and total equity.
During the years ended December 31, 2024 and December 31, 2023, SBR recorded adjustments to the LCM, which increased and decreased its income from operations by $37.7 million and $77.4 million, respectively. Our Equity loss in investee includes our 50% share of these adjustments.
SBR LCM inventory adjustment - During the years ended December 31, 2025, December 31, 2024, and December 31, 2023, SBR recorded adjustments to the LCM reserve, which impacted its income from operations by $20.8 million, $37.7 million, $(77.4) million, respectively. Our Equity loss in investee includes our 50% share of these adjustments.
(4) Represents an adjustment to weighted-average diluted shares outstanding to assume the full exchange of existing PBF LLC Series A Units as described in (1) above. 90 (5) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31, 2024, 2023 and 2022, respectively.
(5) Represents weighted-average diluted shares outstanding assuming the conversion of all common stock equivalents, including options and warrants for PBF LLC Series A Units and performance share units and options for shares of PBF Energy Class A common stock as calculated under the treasury stock method (to the extent the impact of such exchange would not be anti-dilutive) for the years ended December 31, 2025, 2024 and 2023, respectively.
Liquidity As of December 31, 2024, our operational liquidity was approximately $2.4 billion (as compared to more than $4.6 billion as of December 31, 2023), which consists of approximately $0.5 billion of cash, and more than $1.9 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.
Liquidity As of December 31, 2025, our operational liquidity was approximately $2.3 billion (approximately $2.4 billion as of December 31, 2024), which consists of approximately $0.5 billion of cash, and more than $1.8 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.
Additionally, the WTI/WCS differential decreased to $14.82 per barrel in 2024 compared to $18.32 per barrel in 2023, which unfavorably impacted our cost of heavy Canadian crude.
Additionally, the WTI/WCS differential decreased to $12.17 per barrel in 2025 compared to $14.82 per barrel in 2024, which unfavorably impacted our cost of heavy Canadian crude.
The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in millions, except per barrel amounts): Year Ended December 31, 2024 2023 2022 $ per barrel of throughput $ per barrel of throughput $ per barrel of throughput Calculation of consolidated gross margin: Revenues $ 33,115.3 $ 100.08 $ 38,324.8 $ 116.48 $ 46,830.3 $ 138.69 Less: Cost of sales 33,487.5 101.21 35,926.2 109.19 42,151.7 124.84 Consolidated gross margin $ (372.2) $ (1.13) $ 2,398.6 $ 7.29 $ 4,678.6 $ 13.85 Reconciliation of consolidated gross margin to gross refining margin: Consolidated gross margin $ (372.2) $ (1.13) $ 2,398.6 $ 7.29 $ 4,678.6 $ 13.85 Add: Logistics operating expense 135.9 0.41 131.9 0.40 121.4 0.36 Add: Logistics depreciation expense 36.2 0.11 36.1 0.11 36.7 0.11 Less: Logistics gross margin (378.5) (1.15) (384.1) (1.17) (369.3) (1.09) Add: Refining operating expenses 2,487.8 7.52 2,581.3 7.85 2,495.6 7.39 Add: Refining depreciation expense 578.4 1.75 523.9 1.59 466.9 1.38 Gross refining margin $ 2,487.6 $ 7.51 $ 5,287.7 $ 16.07 $ 7,429.9 $ 22.00 Special Items: (3) Add: LIFO inventory decrement 124.5 0.38 — — — — Gross refining margin excluding special items $ 2,612.1 $ 7.89 $ 5,287.7 $ 16.07 $ 7,429.9 $ 22.00 —————————— See Notes to Non-GAAP Financial Measures. 85 EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA Our management uses earnings before interest, income taxes, depreciation and amortization (“EBITDA”), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, creditors, analysts and investors concerning our financial performance.
The following table presents our GAAP calculation of gross margin and a reconciliation of gross refining margin, and gross refining margin excluding special items, to the most directly comparable GAAP financial measure, consolidated gross margin, on a historical basis, as applicable, for each of the periods indicated (in millions, except per barrel amounts): Year Ended December 31, 2025 2024 2023 $ per barrel of throughput $ per barrel of throughput $ per barrel of throughput Calculation of consolidated gross margin: Revenues $ 29,332.3 $ 96.49 $ 33,115.3 $ 100.08 $ 38,324.8 $ 116.48 Less: Cost of sales 29,903.3 98.36 33,487.5 101.21 35,926.2 109.19 Consolidated gross margin $ (571.0) $ (1.87) $ (372.2) $ (1.13) $ 2,398.6 $ 7.29 Reconciliation of consolidated gross margin to gross refining margin: Consolidated gross margin $ (571.0) $ (1.87) $ (372.2) $ (1.13) $ 2,398.6 $ 7.29 Add: Logistics operating expense 116.5 0.38 135.8 0.41 131.9 0.40 Add: Logistics depreciation expense 36.1 0.12 36.2 0.11 36.1 0.11 Less: Logistics gross margin (375.3) (1.24) (378.4) (1.15) (384.1) (1.17) Add: Refining operating expenses 2,547.0 8.38 2,487.8 7.52 2,581.3 7.85 Add: Refining depreciation expense 594.2 1.95 578.4 1.75 523.9 1.59 Gross refining margin $ 2,347.5 $ 7.72 $ 2,487.6 $ 7.51 $ 5,287.7 $ 16.07 Special Items: (3) Add: LCM inventory adjustment 313.0 1.03 — — — — Add: LIFO inventory decrement 5.4 0.02 124.5 0.38 — — Gross refining margin excluding special items $ 2,665.9 $ 8.77 $ 2,612.1 $ 7.89 $ 5,287.7 $ 16.07 —————————— See Notes to Non-GAAP Financial Measures. 85 EBITDA, EBITDA Excluding Special Items and Adjusted EBITDA Our management uses earnings before interest, income taxes, depreciation and amortization (“EBITDA”), EBITDA excluding special items and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, creditors, analysts and investors concerning our financial performance.
Net loss attributable to PBF Energy stockholders was $533.8 million, or $(4.60) per diluted share, for the year ended December 31, 2024 ($(4.60) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(3.89) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy stockholders of $2,140.5 million, or $16.52 per diluted share, for the year ended December 31, 2023 ($16.52 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $11.32 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).
Net loss attributable to PBF Energy stockholders was $158.5 million, or $(1.39) per diluted share, for the year ended December 31, 2025 ($(1.39) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(4.13) 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 $533.8 million, or $(4.60) per diluted share, for the year ended December 31, 2024 ($(4.60) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(3.89) 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).
While the benchmark refinery margins presented below under “Results of Operations—Market Indicators” are representative of the results of our refineries, each refinery’s realized gross margin on a per barrel basis will differ from the benchmark due to a variety of factors affecting the performance of the relevant refinery to its corresponding benchmark.
Our Martinez refinery generally follows the ANS (West Coast) 3-2-1 benchmark refining margin. 70 While the benchmark refinery margins presented below under “Results of Operations—Market Indicators” are representative of the results of our refineries, each refinery’s realized gross margin on a per barrel basis will differ from the benchmark due to a variety of factors affecting the performance of the relevant refinery to its corresponding benchmark.
Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, LIFO inventory decrement, our share of the SBR LCM inventory adjustment, changes in the Tax Receivable Agreement liability, net change in the fair value of contingent consideration, loss (gain) on the formation of the SBR equity method investment, loss on extinguishment of debt, gain on land sales, and certain other non-cash items.
Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, change in the fair value of catalyst obligations, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, LIFO inventory decrement, 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 (gain) on the formation of the SBR equity method investment, loss on extinguishment of debt, gain on land sales, changes in the Tax Receivable Agreement liability, and certain other non-cash items.
Our margins were positively impacted from our refinery specific slate in the Mid-Continent by an increasing WTI/Bakken differential, which averaged a discount of $1.39 per barrel in the year ended December 31, 2024, as compared to a premium of $1.28 per barrel in the prior year.
Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a decreasing WTI/Bakken differential, which averaged a discount of $1.21 per barrel in the year ended December 31, 2025, as compared to a discount of $1.39 per barrel in the prior year.
PBF Energy Year Ended December 31, 2024 2023 2022 Revenues $ 33,115.3 $ 38,324.8 $ 46,830.3 Cost and expenses: Cost of products and other 30,266.7 32,671.3 39,049.1 Operating expenses (excluding depreciation and amortization expense as reflected below) 2,606.2 2,694.9 2,599.0 Depreciation and amortization expense 614.6 560.0 503.6 Cost of sales 33,487.5 35,926.2 42,151.7 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 260.4 362.5 468.7 Depreciation and amortization expense 13.2 11.5 7.5 Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Equity loss in investee 47.4 45.3 — Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Loss (gain) on sale of assets 0.4 (1.3) 0.9 Total cost and expenses 33,814.3 35,373.3 42,677.1 Income (loss) from operations (699.0) 2,951.5 4,153.2 Other income (expense): Interest expense (net of interest income of $51.2, $75.0, and $20.6, respectively) (72.0) (63.8) (246.0) Change in Tax Receivable Agreement liability — 2.0 (290.3) Change in fair value of catalyst obligations — 1.1 (2.0) Loss on extinguishment of debt — (5.7) (66.1) Other non-service components of net periodic benefit cost 2.4 0.7 8.8 Income (loss) before income taxes (768.6) 2,885.8 3,557.6 Income tax (benefit) expense (228.4) 723.8 584.8 Net income (loss) (540.2) 2,162.0 2,972.8 Less: net income (loss) attributable to noncontrolling interests (6.4) 21.5 96.0 Net income (loss) attributable to PBF Energy Inc. stockholders $ (533.8) $ 2,140.5 $ 2,876.8 Consolidated gross margin $ (372.2) $ 2,398.6 $ 4,678.6 Gross refining margin (1) $ 2,487.6 $ 5,287.7 $ 7,429.9 Net income available to Class A common stock per share: Basic $ (4.59) $ 17.13 $ 23.47 Diluted $ (4.60) $ 16.52 $ 22.84 —————————— (1) See Non-GAAP Financial Measures. 75 Operating Highlights Year Ended December 31, 2024 2023 2022 Key Operating Information Production (bpd in thousands) 913.1 918.3 937.1 Crude oil and feedstocks throughput (bpd in thousands) 904.0 909.4 925.1 Total crude oil and feedstocks throughput (millions of barrels) 330.9 329.0 337.7 Consolidated gross margin per barrel of throughput $ (1.13) $ 7.29 $ 13.85 Gross refining margin, excluding special items, per barrel of throughput (1) $ 7.89 $ 16.07 $ 22.00 Refinery operating expense, per barrel of throughput $ 7.52 $ 7.85 $ 7.39 Crude and feedstocks (% of total throughput) (2) Heavy 31 % 27 % 32 % Medium 38 % 35 % 36 % Light 17 % 20 % 18 % Other feedstocks and blends 14 % 18 % 14 % Total throughput 100 % 100 % 100 % Yield (% of total throughput) Gasoline and gasoline blendstocks 47 % 47 % 47 % Distillates and distillate blendstocks 34 % 34 % 35 % Lubes 1 % 1 % 1 % Chemicals 1 % 1 % 1 % Other 18 % 18 % 17 % Total yield 101 % 101 % 101 % —————————— (1) See Non-GAAP Financial Measures.
PBF Energy Year Ended December 31, 2025 2024 2023 Revenues $ 29,332.3 $ 33,115.3 $ 38,324.8 Cost and expenses: Cost of products and other 26,627.0 30,266.7 32,671.3 Operating expenses (excluding depreciation and amortization expense as reflected below) 2,646.0 2,606.2 2,694.9 Depreciation and amortization expense 630.3 614.6 560.0 Cost of sales 29,903.3 33,487.5 35,926.2 General and administrative expenses (excluding depreciation and amortization expense as reflected below) 332.3 260.4 362.5 Depreciation and amortization expense 14.4 13.2 11.5 Gain on insurance recoveries, net (832.5) — — Change in fair value of contingent consideration, net — (3.3) (45.8) Equity loss in investee 62.2 47.4 45.3 Loss (gain) on formation of SBR equity method investment — 8.7 (925.1) (Gain) loss on sale of assets (93.1) 0.4 (1.3) Total cost and expenses 29,386.6 33,814.3 35,373.3 Income (loss) from operations (54.3) (699.0) 2,951.5 Other income (expense): Interest expense (net of interest income of $24.3, $51.2, and $75.0, respectively) (181.6) (72.0) (63.8) Change in Tax Receivable Agreement liability — — 2.0 Change in fair value of catalyst obligations — — 1.1 Loss on extinguishment of debt — — (5.7) Other non-service components of net periodic benefit cost 1.3 2.4 0.7 Income (loss) before income taxes (234.6) (768.6) 2,885.8 Income tax (benefit) expense (74.1) (228.4) 723.8 Net income (loss) (160.5) (540.2) 2,162.0 Less: net income (loss) attributable to noncontrolling interests (2.0) (6.4) 21.5 Net income (loss) attributable to PBF Energy Inc. stockholders $ (158.5) $ (533.8) $ 2,140.5 Consolidated gross margin $ (571.0) $ (372.2) $ 2,398.6 Gross refining margin (1) $ 2,347.5 $ 2,487.6 $ 5,287.7 Net income (loss) available to Class A common stock per share: Basic $ (1.39) $ (4.59) $ 17.13 Diluted $ (1.39) $ (4.60) $ 16.52 —————————— (1) See Non-GAAP Financial Measures. 75 Operating Highlights Year Ended December 31, 2025 2024 2023 Key Operating Information Production (bpd in thousands) 838.5 913.1 918.3 Crude oil and feedstocks throughput (bpd in thousands) 832.9 904.0 909.4 Total crude oil and feedstocks throughput (millions of barrels) 304.0 330.9 329.0 Consolidated gross margin per barrel of throughput $ (1.87) $ (1.13) $ 7.29 Gross refining margin, excluding special items, per barrel of throughput (1) $ 8.77 $ 7.89 $ 16.07 Refinery operating expense, per barrel of throughput $ 8.38 $ 7.52 $ 7.85 Crude and feedstocks (% of total throughput) (2) Heavy 25 % 31 % 27 % Medium 37 % 38 % 35 % Light 21 % 17 % 20 % Other feedstocks and blends 17 % 14 % 18 % Total throughput 100 % 100 % 100 % Yield (% of total throughput) Gasoline and gasoline blendstocks 45 % 47 % 47 % Distillates and distillate blendstocks 35 % 34 % 34 % Lubes 1 % 1 % 1 % Chemicals 1 % 1 % 1 % Other 19 % 18 % 18 % Total yield 101 % 101 % 101 % —————————— (1) See Non-GAAP Financial Measures.
These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax. 83 The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2024, 2023 and 2022 (in millions, except share and per share amounts): Year Ended December 31, 2024 2023 2022 Net income (loss) attributable to PBF Energy Inc. stockholders $ (533.8) $ 2,140.5 $ 2,876.8 Less: Income allocated to participating securities 0.1 — — Income (loss) available to PBF Energy Inc. stockholders - basic (533.9) 2,140.5 2,876.8 Add: Net income (loss) attributable to noncontrolling interest (1) (6.0) 20.5 27.9 Less: Income tax benefit (expense) (2) 1.6 (5.3) (7.2) Adjusted fully-converted net income (loss) $ (538.3) $ 2,155.7 $ 2,897.5 Special Items: (3) Add: LCM inventory adjustment - SBR (18.9) 38.7 — Add: LIFO inventory decrement 124.5 — — Add: Change in fair value of contingent consideration, net (3.3) (45.8) 48.3 Add: Loss (gain) on formation of SBR equity method investment 8.7 (925.1) — Add: Loss on extinguishment of debt and termination of Inventory Intermediation Agreement — 19.2 66.1 Add: Gain on land sales — (1.7) — Add: Change in Tax Receivable Agreement liability — (2.0) 290.3 Add: Net tax benefit on remeasurement of deferred tax assets — — (233.8) Less: Recomputed income tax on special items (28.8) 238.3 (104.9) Adjusted fully-converted net income (loss) excluding special items $ (456.1) $ 1,477.3 $ 2,963.5 Weighted-average shares outstanding of PBF Energy Inc. 116,248,827 124,953,858 122,598,076 Conversion of PBF LLC Series A Units (4) 862,780 899,519 917,991 Common stock equivalents (5) — 4,656,071 3,344,039 Fully-converted shares outstanding—diluted 117,111,607 130,509,448 126,860,106 Diluted net income (loss) per share $ (4.60) $ 16.52 $ 22.84 Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5) $ (4.60) $ 16.52 $ 22.84 Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5) $ (3.89) $ 11.32 $ 23.36 —————————— See Notes to Non-GAAP Financial Measures. 84 Gross Refining Margin and Gross Refining Margin Excluding Special Items Gross refining margin is defined as consolidated gross margin excluding refining depreciation, refining operating expenses, and gross margin of the Logistic segment.
These assumptions are consistent with the assumption in clause 1 above that all PBF LLC Series A Units are exchanged for shares of PBF Energy Class A common stock, as the assumed exchange would change the amount of PBF Energy’s earnings that are subject to corporate income tax. 83 The following table reconciles PBF Energy’s Adjusted Fully-Converted results with its results presented in accordance with GAAP for the years ended December 31, 2025, 2024 and 2023 (in millions, except share and per share amounts): Year Ended December 31, 2025 2024 2023 Net income (loss) attributable to PBF Energy Inc. stockholders $ (158.5) $ (533.8) $ 2,140.5 Less: Income allocated to participating securities 0.1 0.1 — Income (loss) available to PBF Energy Inc. stockholders - basic (158.6) (533.9) 2,140.5 Add: Net income (loss) attributable to noncontrolling interest (1) (2.1) (6.0) 20.5 Less: Income tax benefit (expense) (2) 0.6 1.6 (5.3) Adjusted fully-converted net income (loss) $ (160.1) $ (538.3) $ 2,155.7 Special Items: (3) Add: LCM inventory adjustment 313.0 — — Add: LCM inventory adjustment - SBR (10.4) (18.9) 38.7 Add: LIFO inventory decrement 5.4 124.5 — Add: Martinez refinery fire expenses 163.7 — — Add: Gain on insurance recoveries, net (832.5) — — Add: Costs related to RBI initiative 29.6 — — Add: Gain on sale of terminal assets (94.0) — — Add: Change in fair value of contingent consideration, net — (3.3) (45.8) Add: Loss (gain) on formation of SBR equity method investment — 8.7 (925.1) Add: Loss on extinguishment of debt and termination of Inventory Intermediation Agreement — — 19.2 Add: Gain on land sales — — (1.7) Add: Change in Tax Receivable Agreement liability — — (2.0) Less: Recomputed income tax on special items 110.7 (28.8) 238.3 Adjusted fully-converted net income (loss) excluding special items $ (474.6) $ (456.1) $ 1,477.3 Weighted-average shares outstanding of PBF Energy Inc. 114,052,733 116,248,827 124,953,858 Conversion of PBF LLC Series A Units (4) 862,780 862,780 899,519 Common stock equivalents (5) — — 4,656,071 Fully-converted shares outstanding—diluted 114,915,513 117,111,607 130,509,448 Diluted net income (loss) per share $ (1.39) $ (4.60) $ 16.52 Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5) $ (1.39) $ (4.60) $ 16.52 Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5) $ (4.13) $ (3.89) $ 11.32 —————————— See Notes to Non-GAAP Financial Measures. 84 Gross Refining Margin and Gross Refining Margin Excluding Special Items Gross refining margin is defined as consolidated gross margin excluding refining depreciation, refining operating expenses, and gross margin of the Logistics segment.
Additionally, the WTI/Syncrude differential averaged a discount of $0.75 per barrel for the year ended December 31, 2024 as compared to a premium of $0.91 per barrel in the prior year.
However, the WTI/Syncrude differential averaged a discount of $0.97 per barrel for the year ended December 31, 2025 as compared to a discount of $0.75 per barrel in the prior year.
Equity loss in investee — There was a loss of $47.4 million and $45.3 million for the years ended December 31, 2024 and December 31, 2023, respectively, related to our equity share of our investments in SBR.
Equity loss in investee — There was a loss of $62.2 million and $47.4 million for the years ended December 31, 2025 and December 31, 2024, respectively, related to our equity share of our investment in SBR.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $16.27 per barrel, or 31.4% lower, in the year ended December 31, 2024, as compared to $23.71 per barrel in the prior year.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $18.31 per barrel, or 12.5% higher, in the year ended December 31, 2025, as compared to $16.27 per barrel in the prior year.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $18.21 per barrel, or 37.5% lower, in the year ended December 31, 2024 as compared to $29.13 per barrel in the prior year.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $21.76 per barrel, or 19.5% higher, in the year ended December 31, 2025 as compared to $18.21 per barrel in the prior year.
As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries.
Noncontrolling Interest— PBF Energy is the sole managing member of, and has a controlling interest in, PBF LLC. As the sole managing member of PBF LLC, PBF Energy operates and controls all of the business and affairs of PBF LLC and its subsidiaries. PBF Energy consolidates the financial results of PBF LLC and its subsidiaries.
December 31, December 31, 2024 2023 Balance Sheet Data: Cash and cash equivalents $ 536.1 $ 1,783.5 Inventories 2,595.3 3,183.1 Total assets 12,703.2 14,387.8 Total debt 1,457.3 1,245.9 Net debt 921.2 (537.6) Total equity 5,678.6 6,631.3 Total equity excluding special items (6) 4,686.8 5,557.4 Total capitalization 7,135.9 7,877.2 Total debt to capitalization ratio 20 % 16 % Total debt to capitalization ratio, excluding special items (6) 24 % 18 % Net debt to capitalization ratio* 14 % (9) % Net debt to capitalization ratio, excluding special items* (6) 16 % (11) % * Negative ratio exists at December 31, 2023 as cash was in excess of debt. —————————— See Notes to Non-GAAP Financial Measures. 88 Notes to Non-GAAP Financial Measures The following notes are applicable to the Non-GAAP Financial Measures above: (1) Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.
December 31, December 31, 2025 2024 Balance Sheet Data: Cash and cash equivalents $ 527.9 $ 536.1 Inventories 2,563.1 2,595.3 Total assets 13,019.9 12,703.2 Total debt 2,148.3 1,457.3 Net debt 1,620.4 921.2 Total equity 5,449.9 5,678.6 Total equity excluding special items (6) 4,143.5 4,686.8 Total capitalization 7,598.2 7,135.9 Total debt to capitalization ratio 28 % 20 % Total debt to capitalization ratio, excluding special items (6) 34 % 24 % Net debt to capitalization ratio 23 % 14 % Net debt to capitalization ratio, excluding special items (6) 28 % 16 % —————————— See Notes to Non-GAAP Financial Measures. 88 Notes to Non-GAAP Financial Measures The following notes are applicable to the Non-GAAP Financial Measures above: (1) Represents the elimination of the noncontrolling interest associated with the ownership by the members of PBF LLC other than PBF Energy, as if such members had fully exchanged their PBF LLC Series A Units for shares of PBF Energy Class A common stock.
During the year ended December 31, 2023, we purchased 12,367,073 shares of PBF Energy's Class A common stock for $532.5 million, inclusive of commissions paid, through open market transactions. During the year ended December 31, 2022, we purchased 4,192,555 shares of PBF Energy's Class A common stock for $156.4 million, inclusive of commissions paid, through open market transactions.
During the year ended December 31, 2024, we purchased 7,554,269 shares of PBF Energy's Class A common stock for $329.1 million, inclusive of commissions paid, through open market transactions. During the year ended December 31, 2023, we purchased 12,367,073 shares of PBF Energy's Class A common stock for $532.5 million, inclusive of commissions paid, through open market transactions.
Loss (gain) on sale of assets — There was a net loss of $0.4 million for the year ended December 31, 2024 related primarily to the sale of non-operating refinery assets. There was a net gain of $1.3 million for the year ended December 31, 2023 related primarily to the sale of a parcel of land at our Torrance refinery.
(Gain) loss on sale of assets — There was a net gain of $93.1 million for the year ended December 31, 2025 primarily related to the sale of terminal assets. There was a net loss of $0.4 million for the year ended December 31, 2024 related primarily to the sale of non-operating refinery assets.
Of the total $2,606.2 million in operating expenses, $2,487.8 million, or $7.52 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $118.4 million related to expenses incurred by the Logistics segment ($2,581.3 million or $7.85 per barrel of throughput, and $113.6 million of operating expenses for the year ended December 31, 2023 related to the Refining and Logistics segments, respectively).
Of the total $2,646.0 million in operating expenses, $2,547.0 million, or $8.38 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $99.0 million related to expenses incurred by the Logistics segment ($2,487.8 million or $7.52 per barrel of throughput, and $118.4 million of operating expenses for the year ended December 31, 2024 related to the Refining and Logistics segments, respectively).
Based on this reconfiguration and subsequent restart of several processing units, our East Coast throughput capacity currently approximates 335,000 barrels per day. 69 Tax Receivable Agreement In connection with our IPO, we entered into a Tax Receivable Agreement pursuant to which we are required to pay the members of PBF LLC or their permitted assignees, who exchange their units for PBF Energy Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in income taxes that we realize as a result of the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement.
Tax Receivable Agreement In connection with our IPO, we entered into a Tax Receivable Agreement pursuant to which we are required to pay the members of PBF LLC or their permitted assignees, who exchange their units for PBF Energy Class A common stock or whose units PBF Energy purchases, approximately 85% of the cash savings in income taxes that we realize as a result of the increase in the tax basis of our interest in PBF LLC, including tax benefits attributable to payments made under the Tax Receivable Agreement.
Overall average throughput rates at our refineries were slightly lower in the year ended December 31, 2024 due to increased maintenance activity and lower demand compared to the same period in 2023. We plan to continue operating our refineries based on demand and current market conditions.
Overall average throughput rates at our refineries were lower in the year ended December 31, 2025 primarily due to unplanned downtime at our West Coast refineries when compared to the same period in 2024. We plan to continue operating our refineries based on demand and current market conditions.
Additional Information on Indebtedness Our debt, including our Revolving Credit Facility and senior notes, include certain typical financial covenants and restrictions on our subsidiaries’ ability to, among other things, incur or guarantee new debt, engage in certain business activities including transactions with affiliates and asset sales, make investments or distributions, engage in mergers or pay dividends in certain circumstances.
The borrowing base is subject to customary reserves and eligibility criteria and in any event cannot exceed $3.5 billion. 94 Additional Information on Indebtedness Our debt, including our Revolving Credit Facility and senior notes, include certain typical financial covenants and restrictions on our subsidiaries’ ability to, among other things, incur or guarantee new debt, engage in certain business activities including transactions with affiliates and asset sales, make investments or distributions, engage in mergers or pay dividends in certain circumstances.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024 and December 31, 2023, the replacement value of inventory exceeded the LIFO carrying value. If market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market.
Biggest changeIf market prices of our inventory decline to a level below our average cost, we may be required to write down the carrying value of our hydrocarbon inventories to market. Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices.
Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market.
Our overall RINs obligation is based on a percentage of our domestic shipments of on-road fuels as established by the EPA. To the degree we are unable to blend the required amount of biofuels to satisfy our RINs obligation, we must purchase RINs on the open market.
Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $70.0 million to $90.0 million. 100 Compliance Program Price Risk We are exposed to market risks related to our obligations to buy, and the volatility in the price of, credits needed to comply with various governmental and regulatory compliance programs, which include RINs, required to comply with the RFS.
Accordingly, a $1.00 per MMBTU change in natural gas prices would increase or decrease our natural gas costs by approximately $70.0 million to $100.0 million. 101 Compliance Program Price Risk We are exposed to market risks related to our obligations to buy, and the volatility in the price of, credits needed to comply with various governmental and regulatory compliance programs, which include RINs, required to comply with the RFS.
The open commodity derivative contracts as of December 31, 2024 expire at various times during 2025. We carry inventories of crude oil, intermediates, and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices.
The open commodity derivative contracts as of December 31, 2025 expire at various times during 2026. We carry inventories of crude oil, intermediates, and refined products (“hydrocarbon inventories”) on our Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices.
We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy. Concentration Risk For the years ended December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our revenues (approximately 13% and 14%, respectively).
We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy. Concentration Risk For the years ended December 31, 2025 and December 31, 2024, only one customer, Shell, accounted for 10% or more of our revenues (approximately 13% and 13%, respectively).
As of December 31, 2024 and December 31, 2023, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 18% and 19%, respectively). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K. ITEM 9.
As of December 31, 2025 and December 31, 2024, only one customer, Shell, accounted for 10% or more of our total trade accounts receivable (approximately 14% and 18%, respectively). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth beginning on page F-1 of this Annual Report on Form 10-K. ITEM 9.
At December 31, 2024, we had a $200.0 million outstanding balance in variable interest debt. If this facility were fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.8 million annually. Credit Risk We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties.
At December 31, 2025, we had a $100.0 million outstanding balance in variable interest debt. If this facility were fully drawn, a 1.0% change in the interest rate would increase or decrease our interest expense by approximately $23.2 million annually. Credit Risk We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 101
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 102
We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations. At December 31, 2024 and December 31, 2023, we had gross open commodity derivative contracts representing 18.6 million barrels and 29.1 million barrels, respectively, with an unrealized net gain of $2.0 million and net gain of $33.2 million, respectively.
We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations. At December 31, 2025 and December 31, 2024, we had gross open commodity derivative contracts representing 9.9 million barrels and 18.6 million barrels, respectively, with an unrealized net gain of $10.4 million and net gain of $2.0 million, respectively.
Our hydrocarbon inventories totaled approximately 30.2 million barrels and 36.2 million barrels at December 31, 2024 and December 31, 2023, respectively. The average cost of our hydrocarbon inventories was approximately $80.46 and $83.64 per barrel on a LIFO basis at December 31, 2024 and December 31, 2023, respectively.
Our hydrocarbon inventories totaled approximately 34.0 million barrels and 30.2 million barrels at December 31, 2025 and December 31, 2024, respectively. The average cost of our hydrocarbon inventories was approximately $79.36 and $80.46 per barrel on a LIFO basis at December 31, 2025 and December 31, 2024, respectively.
Our predominant variable operating cost is energy, which is comprised primarily of natural gas and electricity. We are therefore sensitive to movements in natural gas prices. Assuming normal operating conditions, we expect our annual consumption to range from 70 million to 90 million MMBTUs of natural gas amongst our six refineries.
Assuming normal operating conditions, we expect our annual consumption to range from 70 million to 100 million MMBTUs of natural gas amongst our six refineries.
Added
The December 31, 2025 results exclude the net impact of an LCM inventory adjustment of approximately $313.0 million, whereas at December 31, 2024, the replacement value of inventory exceeded the LIFO carrying value.

Other PBF 10-K year-over-year comparisons