As filed with the Securities and Exchange Commission on April 30, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PBF Energy Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 45-3763855 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| One Sylvan Way, Second Floor Parsippany, New Jersey |
07054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
PBF Energy Inc.
2025 Equity Incentive Plan
(Full Title of Plan)
Trecia M. Canty, Esq.
Senior Vice President, General Counsel and Secretary
PBF Energy Inc.
One Sylvan Way, Second Floor
Parsippany, New Jersey 07054
(Name and address of agent for service)
(973) 455-7500
(Telephone number, including area code, of agent for service)
With a copy to:
Todd E. Lenson, Esq.
Jordan M. Rosenbaum, Esq.
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212) 715-9100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 (the “Registration Statement”) is filed by PBF Energy Inc. (the “Registrant”) relating to 4,200,000 shares of its Class A common stock, par value $0.001 per share (“Class A Common Stock”) issuable under the PBF Energy Inc. 2025 Equity Incentive Plan (as amended, the “Plan”), which Class A Common Stock is in addition to the 6,047,084 shares of Class A Common Stock registered under the Plan on the Registration Statement on Form S-8 filed by the Registrant on May 8, 2025 (File No. 333-287075) (the “2025 Registration Statement”). On February 10, 2026, the Board of Directors of the Registrant adopted, subject to the requisite stockholders’ approval, an amendment (the “Amendment”) to the Plan to, among other things, increase the number of shares of Class A Common Stock that may be issued under the Plan by 4,200,000 shares. The Registrant’s stockholders approved the Amendment on April 28, 2026 at its 2026 Annual Meeting of Stockholders.
This Registration Statement relates to securities of the same class as those to which the 2025 Registration Statement related, and is submitted in accordance with General Instruction E to Form S-8 regarding the Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the 2025 Registration Statement are incorporated herein by reference and made a part of this Registration Statement, except as modified or supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 12, 2026; |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on April 30, 2026; |
| (c) | The Registrant’s Current Report on Form 8-K, filed with the Commission on April 30, 2026; |
| (d) | The Registrant’s Definitive Proxy Statement on Schedule 14A for the 2026 annual meeting of stockholders, filed with the Commission on March 17, 2026; and |
| (e) | The description of the Registrant’s Class A Common Stock contained in the Registration Statement on Form 8-A filed with the SEC on December 13, 2012, as updated by the description of PBF Energy Common Stock contained in Exhibit 4.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on February 18, 2021 and any amendment or report filed for the purpose of further updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this Registration Statement or the related prospectus.
| Item 8. | Exhibits. |
The Exhibits listed on the accompanying Exhibit Index are filed as part of, and incorporated by reference into, this Registration Statement.
| * | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on April 30, 2026.
| PBF ENERGY INC. | ||||
| By: | /s/ Trecia M. Canty | |||
| Name: | Trecia M. Canty | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Matthew C. Lucey, Joseph Marino and Trecia M. Canty or any of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all post-effective amendments and registration statements), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the dates indicated.
| Signature | Title | Date | ||
| /s/ Thomas J. Nimbley (Thomas J. Nimbley) |
Chairman of the Board of Directors | April 30, 2026 | ||
| /s/ Matthew C. Lucey (Matthew C. Lucey) |
President, Chief Executive Officer, Director (Principal Executive Officer) |
April 30, 2026 | ||
| /s/ Joseph Marino (Joseph Marino) |
Senior Vice President, Chief Financial Officer (Principal Financial Officer) |
April 30, 2026 | ||
| /s/ Steven Andriola (Steven Andriola) |
Controller & Chief Accounting Officer (Principal Accounting Officer) |
April 30, 2026 | ||
| /s/ Spencer Abraham (Spencer Abraham) |
Director | April 30, 2026 | ||
| /s/ Karen B. Davis (Karen B. Davis) |
Director | April 30, 2026 | ||
| /s/ Paul J. Donahue, Jr. (Paul J. Donahue, Jr.) |
Director | April 30, 2026 | ||
| /s/ S. Eugene Edwards (S. Eugene Edwards) |
Director | April 30, 2026 | ||
| /s/ Georganne Hodges (Georganne Hodges) |
Director | April 30, 2026 | ||
| /s/ Kimberly S. Lubel (Kimberly S. Lubel) |
Director | April 30, 2026 | ||
| /s/ George E. Ogden (George E. Ogden) |
Director | April 30, 2026 | ||
| /s/ Damian W. Wilmot (Damian W. Wilmot) |
Director | April 30, 2026 | ||
| /s/ Lawrence M. Ziemba (Lawrence M. Ziemba) |
Director | April 30, 2026 | ||