PBF Energy Inc.

10/29/2026 | Press release | Distributed by Public on 10/29/2026 05:03

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements of PBF Energy included in the Annual Report on Form 10-K for the year ended December 31, 2025 and the unaudited financial statements and related notes included in this report. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see "Cautionary Note Regarding Forward-Looking Statements."
Unless the context indicates otherwise, the terms "we," "us," and "our" refer to PBF Energy and its consolidated subsidiaries, including PBF LLC, PBF Holding and its subsidiaries and PBFX and its subsidiaries, and our 50% interest in SBR.
Overview
We are one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants, and other petroleum products in the United States. 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. 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 barrels per day ("bpd"), and a weighted-average Nelson Complexity Index of 12.8 based on current operating conditions. The complexity and throughput capacity of our refineries are subject to change dependent upon configuration changes we make to respond to market conditions, as well as a result of investments made to improve our facilities and maintain compliance with environmental and governmental regulations. We operate in two reportable business segments: Refining and Logistics. Our six oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and represent the Refining segment. PBFX operates certain logistical assets such as crude oil and refined products terminals, pipelines, and storage facilities, which represent the Logistics segment.
Our six refineries are located in Delaware City, Delaware, Paulsboro, New Jersey, Toledo, Ohio, Chalmette, Louisiana, Torrance, California and Martinez, California. 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
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(1) Reflects operating conditions at each refinery as of the date of this filing. Changes in complexity and throughput capacity reflect the result of current market conditions, in addition to investments made to improve our facilities and maintain compliance with environmental and governmental regulations. Configurations at each of our refineries are evaluated periodically and updated accordingly.
(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. As a result of the reconfiguration of our East Coast refineries in 2020, and subsequent restart of several idled processing units at the Paulsboro refinery in 2022, our Nelson Complexity Index and throughput capacity were adjusted.
As of September 30, 2026, PBF Energy owned 121,346,364 PBF LLC Series C Units and our current and former executive officers and directors and certain employees and others held 828,043 PBF LLC Series A Units (we refer to all of the holders of the PBF LLC Series A Units as "the members of PBF LLC other than PBF Energy"). As a result, the holders of our issued and outstanding shares of our PBF Energy Class A common stock have approximately 99.3% of the voting power in us, and the members of PBF LLC other than PBF Energy through their holdings of Class B common stock have approximately 0.7% of the voting power in us (99.3% and 0.7% as of December 31, 2025, respectively).
Recent Developments
Redemption of 2030 9.875% Senior Notes
On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 9.875% senior unsecured notes due 2030 ("2030 9.875% Senior Notes") at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand.
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding amended and restated its existing asset-based revolving credit agreement (the "Revolving Credit Agreement"), extending the maturity of the PBF Holding's asset-based revolving credit facility (the "Revolving Credit Facility") through September 30, 2031 and increasing the maximum commitment from $3.5 billion to $4.0 billion. Refer to "Note 4 - Credit Facilities and Debt", "Factors Affecting Comparability Between Periods", and "Liquidity and Capital Resources" for further information.
2032 0.00% Exchangeable Notes and Redemption of 2030 7.875% Senior Notes
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 0.00% exchangeable unsecured senior notes due 2032 (the "2032 Exchangeable Notes"). The proceeds from the offering, together with available cash, were used in part to redeem all $500.0 million of PBF Holding's outstanding 7.875% senior unsecured notes due 2030 (the "2030 7.875% Senior Notes"). Refer to "Note 4 - Credit Facilities and Debt", "Factors Affecting Comparability Between Periods", and "Liquidity and Capital Resources" for further information.
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on an agreement with Air Products West Coast Hydrogen LLC ("Air Products") to acquire two hydrogen production plants located at the Torrance refinery (the "Hydrogen Plants Asset Purchase") that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining Company LLC ("Torrance Refining"). Refer to "Note 1 - Description of the Business and Basis of Presentation", "Note 4 - Credit Facilities and Debt", "Factors Affecting Comparability Between Periods", and "Liquidity and Capital Resources" for further information.
Factors Affecting Comparability Between Periods
Our results have been affected by the following events, the understanding of which will aid in assessing the comparability of our period to period financial performance and financial condition.
Debt and Credit Facilities
PBF Holding Revolving Credit Facility
On September 30, 2026, PBF Holding entered into an amendment and restatement of the Revolving Credit Agreement, which amended and restated the previously existing revolving credit agreement dated as of August 23, 2023 (as amended from time to time, the "Prior Credit Agreement"). Among other things, the Revolving Credit Agreement extended the maturity of the Revolving Credit Facility through September 30, 2031, increased the maximum commitment from $3.5 billion to $4.0 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility. The interest rate on advances and the fees for letters of credit are generally consistent with those under the Prior Credit Agreement. There were no outstanding borrowings under the Revolving Credit Facility as of September 30, 2026, compared with $100.0 million as of December 31, 2025.
Senior Notes
2032 Exchangeable Notes
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of the 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in "Note 4 - Credit Facilities and Debt", and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
2030 7.875% Senior Notes
On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date of September 24, 2026. The aggregate redemption price of the 2030 7.875% Senior Notes was approximately $519.7 million, plus accrued and unpaid interest. The difference between the carrying value of the 2030 7.875% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $26.1 million and was recorded as a loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.
2034 7.25% Senior Notes
On May 28, 2026, PBF Holding issued $500.0 million aggregate principal amount of the 7.25% senior unsecured notes due 2034 (the "2034 7.25% Senior Notes"). Net proceeds from the offering were $492.1 million after deducting the initial purchasers' discount and offering expenses. PBF Holding used the net proceeds from the offering and available cash to fully redeem the 6.00% senior unsecured notes due 2028 (the "2028 6.00% Senior Notes"), plus accrued and unpaid interest.
2028 6.00% Senior Notes
On June 25, 2026, PBF Holding redeemed all of the outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million, plus accrued and unpaid interest. The difference between the carrying value of the 2028 6.00% Senior Notes on the date they were redeemed and the amount for which they were redeemed was $2.2 million and was recorded as a Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations.
2030 9.875% Senior Notes
On March 17, 2025, PBF Holding issued $800.0 million aggregate principal amount of the 2030 9.875% Senior Notes. Net proceeds from the offering were $776.0 million after deducting the initial purchasers' discount and offering expenses. PBF Holding used the net proceeds from the offering to repay outstanding borrowings under the Revolving Credit Facility and for general corporate purposes.
Refer to "Note 4 - Credit Facilities and Debt" of our Notes to Condensed Consolidated Financial Statements, for further information.
Assets Sales and Acquisitions
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.
The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and a promissory note issued by PBF LLC and guaranteed by us (the "Promissory Note"). The Promissory Note was issued on September 9, 2026, and was initially recorded as debt of approximately $341.1 million. Refer to "Note 4 - Credit Facilities and Debt" of our Notes to Condensed Consolidated Financial Statements, for further information.
As a result of the Hydrogen Plants Asset Purchase, we recognized property, plant and equipment associated with the acquired hydrogen production plants of approximately $388.4 million and derecognized the operating lease liability and related right-of-use asset associated with the hydrogen plants of approximately $139.7 million and $140.2 million, respectively.
Sale of Terminal Assets
On September 30, 2025, through a subsidiary of PBFX, we closed on the sale of two of our non-core refined product terminal facilities located in Philadelphia, PA and Knoxville, TN for $175.4 million, excluding commissions and customary closing costs. The sale resulted in a gain of approximately $94.0 million in the three and nine months ended September 30, 2025, included in Gain on sale of assets on the Condensed Consolidated Statements of Operations.
Martinez Refinery Fire
The Martinez refinery fire occurred on February 1, 2025. As a result, the Martinez refinery was fully shut down until April 2025, when certain unaffected units, including the crude unit, were restarted and the Martinez refinery began producing limited quantities of gasoline, jet fuel, and intermediates. Investigations regarding the Martinez refinery fire by various regulatory agencies are ongoing. Following the completion of construction activities, the Martinez refinery returned to full operations in May 2026. All units affected by the Martinez refinery fire have returned to operational status and are operating at planned rates.
We expect that the cost of repairs to the fire-damaged units and restoring the Martinez refinery to full operational status will be largely covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the Martinez refinery fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given reporting period.
Anticipated costs and insurance recoveries related to the Martinez refinery fire are based on information available to us as of the date of this filing, and are preliminary and subject to revision. In addition, neither the total amount nor timing of insurance recoveries is certain. During the nine months ended September 30, 2026, we received $356.5 million of unallocated insurance proceeds, which were recognized as a Gain on insurance recoveries on the Condensed Consolidated Statements of Operations. No such proceeds were received during the three months ended September 30, 2026.
During the three months ended June 30, 2025, we received unallocated insurance proceeds totaling $250.0 million, net of deductibles and retentions. Although no cash was received during the three months ended September 30, 2025, we received notice that our insurers had agreed to pay a second unallocated installment of insurance proceeds totaling $250.0 million. This amount was included in Accounts receivable on the Condensed Consolidated Balance Sheets and was substantially collected at the beginning of the fourth quarter of 2025. As a result, for the three and nine months ended September 30, 2025, we recognized a Gain on insurance recoveries of $250.0 million and $439.0 million, respectively, on the Condensed Consolidated Statements of Operations. The nine-month amount was net of the $61.0 million receivable recorded at March 31, 2025.
In addition, during the nine months ended September 30, 2026, we incurred $34.2 million in operating expenses associated with the Martinez refinery fire. No such expenses were incurred during the three months ended September 30, 2026, compared to $14.6 million and $123.1 million incurred during the three and nine months ended September 30, 2025, respectively.
Costs Related to RBI Initiative
During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to generate incremental value across our business. For the three and nine months ended September 30, 2026, we recognized $11.0 million and $29.6 million, respectively, of expenses related to this initiative, compared to $7.9 million and $21.5 million, respectively, during the three and nine months ended September 30, 2025. These charges are included in General and administrative expenses on the Condensed Consolidated Statements of Operations.
Geopolitical Conflicts
Recent hostilities involving the United States, Israel, the Gulf States, and Iran have disrupted global energy markets and trade flows, contributing to increased volatility in crude oil and refined product prices. Actions affecting regional shipping routes, including through the Strait of Hormuz, and impacts to certain Middle Eastern energy infrastructure have led to higher freight costs, longer transit times and supply chain disruptions. These conditions have supported higher global refining margins and increased demand for U.S. refined products during the period, while also resulting in higher and more volatile crude oil prices, increased feedstock costs, surging shipping and freight costs, and elevated working capital requirements. The net impact on our results of operations has varied based on the timing and magnitude of changes in crude oil prices and refined product margins. The extent to which these conditions will continue remains uncertain and dependent on future developments, including the duration and scope of the conflict, potential further disruptions to supply or transit routes and the response of global markets. We continue to monitor the situation and adjust our operations as appropriate.
Transactions with SBR
We and our subsidiaries have various agreements with SBR, primarily related to the sale and purchase of environmental credits and hydrocarbon products. Refer to "Note 5 - Related Party Transactions" of our Notes to Condensed Consolidated Financial Statements for details on transactions with SBR.
Tax Receivable Agreement
As of both September 30, 2026 and December 31, 2025, PBF Energy recognized a liability for the Tax Receivable Agreement of $168.2 million, reflecting the estimate of the undiscounted amounts that we expected to pay under the agreement. As future taxable income is recognized, increases in our Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. In January 2025, we made payments under the Tax Receivable Agreement related to the 2023 tax year totaling $130.8 million, inclusive of $5.4 million of interest.
Results of Operations
The tables below reflect our consolidated financial and operating highlights for the three and nine months ended September 30, 2026 and 2025 (amounts in millions, except per share data). We operate in two reportable business segments: Refining and Logistics. Our oil refineries are all engaged in the refining of crude oil and other feedstocks into petroleum products, and, excluding the assets operated by PBFX, represent the Refining segment. PBFX is an indirect wholly owned subsidiary of PBF Energy that operates certain logistics assets such as crude oil and refined products terminals, pipelines, and storage facilities. PBFX's operations represent the Logistics segment. We do not separately discuss our results by individual segments as our Logistics segment did not have any significant third-party revenues and a significant portion of its operating results are eliminated in consolidation.
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Revenues $ 12,132.8 $ 7,651.1 $ 31,715.4 $ 22,192.8
Cost and expenses:
Cost of products and other 9,107.6 6,839.3 25,591.4 20,170.1
Operating expenses (excluding depreciation and amortization expense as reflected below) 688.0 613.5 2,047.0 1,977.0
Depreciation and amortization expense 166.5 159.1 481.0 484.7
Cost of sales 9,962.1 7,611.9 28,119.4 22,631.8
General and administrative expenses (excluding depreciation and amortization expense as reflected below) 127.4 74.0 365.6 224.7
Depreciation and amortization expense 4.1 3.6 11.5 10.8
Gain on insurance recoveries, net - (250.0) (356.5) (439.0)
Equity (income) loss in investee (62.4) 19.7 (98.2) 41.0
Loss (gain) on sale of assets 0.7 (94.0) 1.0 (94.2)
Total cost and expenses 10,031.9 7,365.2 28,042.8 22,375.1
Income (loss) from operations 2,100.9 285.9 3,672.6 (182.3)
Other income (expense):
Interest expense (net of interest income of $16.6, $8.6, $28.1 and $17.2, respectively) (27.2) (50.3) (111.3) (141.0)
Loss on extinguishment of debt (28.0) - (30.2) -
Other non-service components of net periodic benefit cost 1.4 0.4 3.7 1.0
Income (loss) before income taxes 2,047.1 236.0 3,534.8 (322.3)
Income tax expense (benefit) 503.8 64.3 876.3 (82.7)
Net income (loss) 1,543.3 171.7 2,658.5 (239.6)
Less: net income (loss) attributable to noncontrolling interest 14.0 1.6 24.5 (2.7)
Net income (loss) attributable to PBF Energy Inc. stockholders $ 1,529.3 $ 170.1 $ 2,634.0 $ (236.9)
Consolidated gross margin $ 2,170.7 $ 39.2 $ 3,596.0 $ (439.0)
Gross refining margin (1)
$ 2,937.5 $ 721.1 $ 5,863.8 $ 1,752.9
Net income (loss) available to Class A common stock per share:
Basic $ 12.73 $ 1.47 $ 22.21 $ (2.08)
Diluted $ 12.54 $ 1.45 $ 21.82 $ (2.08)
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(1) See Non-GAAP Financial Measures.
Three Months Ended September 30, Nine Months Ended September 30,
Operating Highlights 2026 2025 2026 2025
Key Operating Information
Production (bpd in thousands) 936.5 876.2 890.8 818.8
Crude oil and feedstocks throughput (bpd in thousands) 923.8 871.0 885.4 814.0
Total crude oil and feedstocks throughput (millions of barrels) 85.0 80.1 241.7 222.2
Consolidated gross margin per barrel of throughput $ 25.54 $ 0.49 $ 14.88 $ (1.98)
Gross refining margin, excluding special items, per barrel of throughput (1)
$ 34.56 $ 9.00 $ 22.96 $ 7.89
Refining operating expense, per barrel of throughput $ 7.80 $ 7.35 $ 8.15 $ 8.56
Crude and feedstocks (% of total throughput) (2)
Heavy 30 % 25 % 28 % 26 %
Medium 32 % 37 % 33 % 36 %
Light 24 % 20 % 23 % 23 %
Other feedstocks and blends 14 % 18 % 16 % 15 %
Total throughput 100 % 100 % 100 % 100 %
Yield (% of total throughput)
Gasoline and gasoline blendstocks 47 % 43 % 44 % 45 %
Distillates and distillate blendstocks 34 % 34 % 35 % 35 %
Lubes * - % 1 % 1 % 1 %
Chemicals 1 % 2 % 1 % 1 %
Other 19 % 21 % 20 % 19 %
Total yield 101 % 101 % 101 % 101 %
*Lube production was less than 1% for the three months ended September 30, 2026.
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(1) See Non-GAAP Financial Measures.
(2) We define heavy crude oil as crude oil with American Petroleum Institute ("API") gravity of less than 24 degrees. We define medium crude oil as crude oil with an API gravity between 24 and 35 degrees. We define light crude oil as crude oil with an API gravity higher than 35 degrees.
The table below summarizes certain market indicators relating to our operating results as reported by Platts, a division of The McGraw-Hill Companies.
Three Months Ended September 30, Nine Months Ended September 30,
(dollars per barrel, except as noted) 2026 2025 2026 2025
Dated Brent crude oil $ 97.24 $ 69.17 $ 94.63 $ 70.80
West Texas Intermediate (WTI) crude oil $ 86.08 $ 65.07 $ 84.06 $ 66.74
Light Louisiana Sweet (LLS) crude oil $ 89.84 $ 67.17 $ 87.03 $ 69.18
Alaska North Slope (ANS) crude oil $ 87.84 $ 70.07 $ 89.53 $ 71.54
Crack Spreads
Dated Brent (NYH) 2-1-1 $ 64.77 $ 25.82 $ 45.22 $ 21.72
WTI (Chicago) 4-3-1 $ 54.64 $ 22.01 $ 39.82 $ 19.03
LLS (Gulf Coast) 2-1-1 $ 69.06 $ 24.41 $ 49.54 $ 20.70
ANS (West Coast-LA) 4-3-1 $ 71.45 $ 29.34 $ 54.07 $ 27.14
ANS (West Coast-SF) 3-2-1 $ 73.33 $ 30.59 $ 57.77 $ 30.76
Crude Oil Differentials
Dated Brent (foreign) less WTI $ 11.15 $ 4.11 $ 10.57 $ 4.06
Dated Brent less Maya (heavy, sour) $ 19.16 $ 8.15 $ 16.50 $ 9.27
Dated Brent less WTS (sour) $ 12.53 $ 4.22 $ 11.94 $ 4.04
Dated Brent less ASCI (sour) $ 11.81 $ 4.46 $ 10.00 $ 3.67
WTI less WCS (heavy, sour) $ 19.63 $ 12.54 $ 18.58 $ 12.07
WTI less Bakken (light, sweet) $ 0.16 $ 0.96 $ 0.81 $ 1.11
WTI less Syncrude (light, sweet) $ (6.62) $ 0.72 $ (2.67) $ 0.78
WTI less LLS (light, sweet) $ (3.75) $ (2.11) $ (2.97) $ (2.44)
WTI less ANS (light, sweet) $ (1.76) $ (5.01) $ (5.47) $ (4.80)
Effective RIN basket price $ 14.36 $ 6.38 $ 12.34 $ 5.77
Natural gas (dollars per MMBTU) $ 2.89 $ 3.07 $ 3.10 $ 3.48
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Overview- PBF Energy net income was $1,543.3 million for the three months ended September 30, 2026 compared to net income of $171.7 million for the three months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $1,529.3 million, or $12.54 per diluted share, for the three months ended September 30, 2026, ($12.54 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $12.78 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures) compared to net income attributable to PBF Energy stockholders of $170.1 million, or $1.45 per diluted share, for the three months ended September 30, 2025 ($1.45 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $(0.52) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy's equity interest in PBF LLC's pre-tax income (loss), less applicable income tax expense (benefit). PBF Energy's weighted-average equity interest in PBF LLC was 99.3% for both the three months ended September 30, 2026 and 2025.
Our results for the three months ended September 30, 2026 were negatively impacted by special items consisting of costs related to the RBI initiative of approximately $11.0 million, or $8.2 million net of tax, and a loss on extinguishment of debt of $28.0 million, or $20.7 million net of tax, related to the redemption of the 2030 7.875% Senior Notes and the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities. Our results for the three months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $250.0 million, or $185.0 million net of tax, and a gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $14.6 million, or $10.8 million net of tax, our share of the adjustment to the SBR lower of cost or market ("SBR LCM") inventory reserve of $8.5 million, or $6.3 million net of tax, and costs related to the RBI initiative of approximately $7.9 million, or $5.8 million net of tax.
Excluding the impact of special items, our results for the three months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.
Revenues- Revenues totaled $12.1 billion for the three months ended September 30, 2026 compared to $7.7 billion for the three months ended September 30, 2025, an increase of approximately $4.4 billion, or 57.1%. Revenues per barrel were $134.11 and $81.39 for the three months ended September 30, 2026 and 2025, respectively, an increase of 64.8% directly related to higher hydrocarbon commodity prices. For the three months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 293,800 bpd, 156,400 bpd, 180,500 bpd, and 293,100 bpd, respectively. For the three months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 307,800 bpd, 141,500 bpd, 187,700 bpd and 234,000 bpd, respectively. For the three months ended September 30, 2026, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 321,500 bpd, 167,300 bpd, 172,000 bpd, and 322,500 bpd, respectively. For the three months ended September 30, 2025, the total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 356,500 bpd, 156,200 bpd, 171,700 bpd and 337,400 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.
Overall average throughput rates at our refineries were higher for the three months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnaround of the Martinez hydrocracker complex and Paulsboro crude unit which commenced in September, and unplanned downtime on the East Coast. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.
Consolidated gross margin- Consolidated gross margin totaled $2,170.7 million for the three months ended September 30, 2026 compared to $39.2 million for the three months ended September 30, 2025, an increase of approximately $2,131.5 million. Gross refining margin totaled $2,937.5 million, or $34.56 per barrel of throughput for the three months ended September 30, 2026 compared to $721.1 million, or $9.00 per barrel of throughput for the three months ended September 30, 2025, an increase of approximately $2,216.4 million. During the three months ended September 30, 2026 and 2025, our refining margin calculations were not impacted by special items.
Consolidated gross margin and gross refining margin increased compared to the three months ended September 30, 2025, primarily due to the persistence of favorable crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher throughput volumes across the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements on certain crude differentials.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the Environmental Protection Agency ("EPA") finalized new RFS requirements for 2026 and 2027, which included a partial reallocation of small refinery exemptions that were granted for years 2023 to 2025 and revised renewable fuel volume requirements for 2026. Total RFS compliance costs were $522.8 million for the three months ended September 30, 2026 compared to $169.0 million for the three months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.
Average industry margins were notably more favorable during the three months ended September 30, 2026 in comparison to the same period in 2025, primarily due to geopolitical conflicts negatively impacting supply with demand remaining relatively resilient.
Favorable movements in benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $64.77 per barrel, or 150.9% higher, in the three months ended September 30, 2026, as compared to $25.82 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by a widening Dated Brent/Maya differential, which increased by $11.01 per barrel, slightly offset by a weakened WTI/Bakken differential, which decreased by $0.80 per barrel, in comparison to the same period in 2025. The WTI/WCS differential widened to $19.63 per barrel in the three months ended September 30, 2026 compared to $12.54 in the same period in 2025, which favorably impacted our cost of heavy crude.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $54.64 per barrel, or 148.3% higher, in the three months ended September 30, 2026 as compared to $22.01 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by weakened WTI/Syncrude and WTI/Bakken differentials, which decreased by $7.34 and $0.80 per barrel, respectively, in comparison to the same period in 2025.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $69.06 per barrel, or 182.9% higher, in the three months ended September 30, 2026 as compared to $24.41 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 per barrel in the same period of 2025.
On the West Coast, the ANS (West Coast - LA) 4-3-1 industry crack spread was $71.45 per barrel, or 143.5% higher, in the three months ended September 30, 2026 as compared to $29.34 per barrel in the same period in 2025. Additionally, the ANS (West Coast - SF) 3-2-1 industry crack spread was $73.33 per barrel, or 139.7% higher, in the three months ended September 30, 2026 as compared to $30.59 per barrel in the same period in 2025. Our margins on the West Coast were positively impacted from our refinery specific slate by strengthened WTI/ANS differential, which averaged a premium of $1.76 per barrel for the three months ended September 30, 2026 as compared to a premium of $5.01 per barrel in the same period of 2025, and an expanded Dated Brent/WTS differential, which averaged a discount of $12.53 per barrel for the three months ended September 30, 2026 as compared to a discount of $4.22 per barrel in the same period of 2025.
Operating expenses- Operating expenses totaled $688.0 million for the three months ended September 30, 2026 compared to $613.5 million for the three months ended September 30, 2025, an increase of $74.5 million, or 12.1%. Of the total $688.0 million of operating expenses for the three months ended September 30, 2026, $662.8 million, or $7.80 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $25.2 million related to expenses incurred by the Logistics segment ($589.2 million, or $7.35 per barrel, and $24.3 million of operating expenses for the three months ended September 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses compared to the same period in 2025 was primarily attributable to higher maintenance related to repairs at the Chalmette refinery, as well as increased outside services and employee-related costs, partially offset by lower maintenance at the Martinez refinery following its restart in May 2026.
General and administrative expenses- General and administrative expenses totaled $127.4 million for the three months ended September 30, 2026 compared to $74.0 million for the three months ended September 30, 2025, an increase of approximately $53.4 million, or 72.2%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.
Depreciation and amortization expense- Depreciation and amortization expense totaled $170.6 million for the three months ended September 30, 2026 (including $166.5 million recorded within Cost of sales) compared to $162.7 million for the three months ended September 30, 2025 (including $159.1 million recorded within Cost of sales), representing an increase of approximately $7.9 million. The increase was primarily attributable to an increase in the fixed asset base resulting from capital projects and turnarounds completed since the third quarter of 2025.
Gain on insurance recoveries, net- For the three months ended September 30, 2025, we recognized a gain on insurance recoveries associated with the Martinez refinery fire of $250.0 million. There was no such gain for the three months ended September 30, 2026.
Equity (income) loss in investee- For the three months ended September 30, 2026 and 2025, we recognized income of $62.4 million and a loss of $19.7 million, respectively, from our equity investment in SBR due to improved renewable diesel margins.
Loss (gain) on sale of assets- For the three months ended September 30, 2026, we recognized a loss of $0.7 million primarily related to the sale of non-operating refinery assets. For the three months ended September 30, 2025, we recognized a gain of $94.0 million primarily related to the sale of terminal assets.
Interest expense, net- Interest expense, net totaled $27.2 million for the three months ended September 30, 2026, compared to $50.3 million for the three months ended September 30, 2025, a decrease of approximately $23.1 million. The decrease was primarily attributable to lower average outstanding borrowings under our Revolving Credit Facility and the redemption of the 2028 6.00% Notes in June 2026, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026. Additionally, interest income increased by $8.0 million during the three months ended September 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the three months ended September 30, 2026 includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.
Loss on extinguishment of debt- For the three months ended September 30, 2026, there was a loss on the extinguishment of debt of $28.0 million related to the redemption of the 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, and the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the three months ended September 30, 2025.
Income tax expense (benefit)- PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining L.L.C. ("Chalmette Refining") and our Canadian subsidiary, PBF Energy Limited ("PBF Ltd.") are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC's taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC's amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy's allocable share of PBF LLC's pre-tax income or loss, which was approximately 99.3%, on a weighted-average basis for both the three months ended September 30, 2026 and 2025. PBF Energy's Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC or PBFX (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling interest, for the three months ended September 30, 2026 and 2025 was 24.8% and 27.4%, respectively. For both the three months ended September 30, 2026 and September 30, 2025, PBF Energy's effective tax rate was relatively consistent with the United States statutory rate.
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. With respect to the consolidation of PBF LLC, we record a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBF Holding, we record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the Condensed Consolidated Statements of Operations represents the portion of the Company's earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy and by the third-party stockholders of certain of Chalmette Refining's subsidiaries. The total noncontrolling interest on the Condensed Consolidated Balance Sheets represents the portion of the Company's net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the third-party stockholders of the two Chalmette Refining subsidiaries. PBF Energy's weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the three months ended September 30, 2026 and 2025 was approximately 0.7%. The carrying amount of the noncontrolling interest on our Condensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Overview- PBF Energy net income was $2,658.5 million for the nine months ended September 30, 2026 compared to net loss of $239.6 million for the nine months ended September 30, 2025. Net income attributable to PBF Energy stockholders was $2,634.0 million, or $21.82 per diluted share, for the nine months ended September 30, 2026 ($21.82 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income, or $18.26 per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net income excluding special items, as described below in Non-GAAP Financial Measures), compared to net loss attributable to PBF Energy stockholders of $236.9 million, or $(2.08) per diluted share, for the nine months ended September 30, 2025 ($(2.08) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss, or $(4.64) per share on a fully-exchanged, fully-diluted basis based on adjusted fully-converted net loss excluding special items, as described below in Non-GAAP Financial Measures). The net income (loss) attributable to PBF Energy stockholders represents PBF Energy's equity interest in PBF LLC's pre-tax income (loss), less applicable income tax expense (benefit). PBF Energy's weighted-average equity interest in PBF LLC was 99.3% for both the nine months ended September 30, 2026 and 2025.
Our results for the nine months ended September 30, 2026 were positively impacted by special items consisting of a gain on insurance recoveries of $356.5 million, or $263.8 million net of tax, a lower of cost or market ("LCM") inventory adjustment of $313.0 million, or $231.6 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $9.4 million, or $7.0 million net of tax. These favorable impacts were partially offset by expenses associated with the Martinez refinery fire of approximately $34.2 million, or $25.3 million net of tax, a loss on extinguishment of debt of $30.2 million, or $22.3 million net of tax, related to the redemption of the 2028 6.00% Senior Notes and the 2030 7.875% Senior Notes, as well as the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, and costs related to the RBI initiative of approximately $29.6 million, or $21.9 million net of tax. Our results for the nine months ended September 30, 2025 were positively impacted by special items consisting of a gain on insurance recoveries of $439.0 million, or $324.9 million net of tax, gain on sale of terminal assets of $94.0 million, or $69.6 million net of tax, and our share of the adjustment to the SBR LCM inventory reserve of $8.2 million, or $6.1 million net of tax, partially offset by expenses associated with the Martinez refinery fire of approximately $123.1 million, or $91.1 million net of tax and costs related to the RBI initiative of approximately $21.5 million, or $15.9 million net of tax.
Excluding the impact of special items, our results for the nine months ended September 30, 2026 reflect a significant increase in refining margins compared to the same period in 2025. The refining margins increase was primarily driven by favorable crack spreads and certain crude oil differentials, as well as higher throughput volumes and increased barrels sold across the majority of our refineries, partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials. Ongoing geopolitical conflicts affecting global supply and trade flows also significantly contributed to these market conditions.
Revenues- Revenues totaled $31.7 billion for the nine months ended September 30, 2026 compared to $22.2 billion for the nine months ended September 30, 2025, an increase of approximately $9.5 billion, or 42.8%. Revenues per barrel were $118.68 and $83.45 for the nine months ended September 30, 2026 and 2025, respectively, an increase of 42.2% directly related to higher hydrocarbon commodity prices and sale volumes. For the nine months ended September 30, 2026, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 302,400 bpd, 143,800 bpd, 181,000 bpd, and 258,200 bpd, respectively. For the nine months ended September 30, 2025, the total throughput rates at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 290,100 bpd, 147,000 bpd, 173,200 bpd and 203,700 bpd, respectively. For the nine months ended September 30, 2026, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 333,300 bpd, 155,800 bpd, 168,100 bpd, and 318,300 bpd, respectively. For the nine months ended September 30, 2025, total barrels sold at our East Coast, Mid-Continent, Gulf Coast, and West Coast refineries averaged approximately 335,400 bpd, 155,300 bpd, 165,200 bpd and 318,200 bpd, respectively. Total refined product barrels sold were higher than throughput rates, reflecting sales from inventory as well as sales and purchases of refined products outside our refineries.
Overall average throughput rates at our refineries were higher for the nine months ended September 30, 2026, primarily due to the restart of the Martinez refinery, partially offset by the impact of the planned turnarounds, and unplanned downtime at our East Coast and Mid-Continent refineries. In the prior-year period, increased maintenance activity and unplanned downtime resulting from the Martinez refinery fire negatively impacted throughput. We plan to continue operating our refineries in line with demand and prevailing market conditions.
Consolidated gross margin- Consolidated gross margin totaled $3,596.0 million for the nine months ended September 30, 2026, compared to $(439.0) million for the nine months ended September 30, 2025, an increase of approximately $4,035.0 million. Gross refining margin totaled $5,863.8 million, or $24.26 per barrel of throughput for the nine months ended September 30, 2026 compared to $1,752.9 million, or $7.89 per barrel of throughput for the nine months ended September 30, 2025, an increase of approximately $4,110.9 million. Gross refining margin excluding special items totaled $5,550.8 million, or $22.96 per barrel of throughput for the nine months ended September 30, 2026. During the nine months ended September 30, 2025, our refining margin calculations were not impacted by special items.
Consolidated gross margin and gross refining margin for the nine months ended September 30, 2026 were positively impacted by the reversal of a prior-year non-cash LCM adjustment of approximately $313.0 million, driven by the increase in crude oil and refined product prices compared to the prior year. Consolidated gross margin, gross refining margin, and gross refining margin excluding special items increased primarily due to the persistence of favorable movements in crack spreads and certain crude oil differentials, which were driven by geopolitical impacts, as well as higher barrels sold at the majority of our refineries. These favorable impacts were partially offset by higher RFS compliance costs and freight and shipping expenses, as well as unfavorable movements in certain crude differentials.
Additionally, our results continue to be impacted by significant costs to comply with the RFS. On March 27, 2026, the EPA finalized new RFS requirements for 2026 and 2027, which included a partial reallocation of small refinery exemptions that were granted for years 2023 to 2025 and revised renewable fuel volume requirements for 2026. Total RFS compliance costs were $1,132.1 million for the nine months ended September 30, 2026 compared to $454.0 million for the nine months ended September 30, 2025. The increase was primarily attributable to the newly finalized RFS requirements for 2026 and 2027, which has resulted in higher RIN prices in 2026 compared to 2025.
Average industry margins were notably more favorable during the nine months ended September 30, 2026 in comparison to the same period in 2025, primarily due to geopolitical conflicts negatively impacting supply with demand remaining relatively resilient.
Favorable movements in benchmark crude differentials typically result in lower crude costs and positively impact our earnings, while reductions in these benchmark crude differentials typically result in higher crude costs and negatively impact our earnings.
On the East Coast, the Dated Brent (NYH) 2-1-1 industry crack spread was approximately $45.22 per barrel, or 108.2% higher, in the nine months ended September 30, 2026, as compared to $21.72 per barrel in the same period in 2025. Our margins were positively impacted from our refinery specific slate on the East Coast by widening WTI/WCS and Dated Brent/Maya differentials which increased by $6.51 and $7.23 per barrel, respectively, in comparison to the same period in 2025, which favorably impacted our cost of heavy crudes.
Across the Mid-Continent, the WTI (Chicago) 4-3-1 industry crack spread was $39.82 per barrel, or 109.2% higher, in the nine months ended September 30, 2026 as compared to $19.03 per barrel in the same period in 2025. Our margins were negatively impacted from our refinery specific slate in the Mid-Continent by a weakened WTI/Syncrude differential, which decreased by $3.45 per barrel, in comparison to the same period in 2025.
On the Gulf Coast, the LLS (Gulf Coast) 2-1-1 industry crack spread was $49.54 per barrel, or 139.3% higher, in the nine months ended September 30, 2026 as compared to $20.70 per barrel in the same period in 2025. Margins on the Gulf Coast were positively impacted from our refinery specific slate by an expanded Dated Brent/WTS differential, which averaged a discount of $11.94 per barrel for the nine months ended September 30, 2026 as compared to a discount of $4.04 per barrel in the same period of 2025.
On the West Coast, the ANS (West Coast) 4-3-1 industry crack spread was $54.07 per barrel, or 99.2% higher, in the nine months ended September 30, 2026 as compared to $27.14 per barrel in the same period in 2025. Additionally, the ANS (West Coast) 3-2-1 industry crack spread was $57.77 per barrel, or 87.8% higher, in the nine months ended September 30, 2026 as compared to $30.76 per barrel in the same period in 2025. Our margins on the West Coast were negatively impacted from our refinery specific slate by a weakened WTI/ANS differential, which averaged a premium of $5.47 per barrel for the nine months ended September 30, 2026 as compared to a premium of $4.80 per barrel in the same period of 2025, slightly offset by an expanded Dated Brent/WTS differential, which averaged a discount of $11.94 per barrel for the nine months ended September 30, 2026 as compared to a discount of $4.04 per barrel in the same period of 2025.
Operating expenses- Operating expenses totaled $2,047.0 million for the nine months ended September 30, 2026 compared to $1,977.0 million for the nine months ended September 30, 2025, an increase of approximately $70.0 million, or 3.5%. Of the total $2,047.0 million in operating expenses, $1,970.0 million, or $8.15 per barrel of throughput, related to expenses incurred by the Refining segment, while the remaining $77.0 million related to expenses incurred by the Logistics segment ($1,903.0 million, or $8.56 per barrel of throughput, and $74.0 million of operating expenses for the nine months ended September 30, 2025 related to the Refining and Logistics segments, respectively). The increase in operating expenses compared to the same period in 2025 was primarily attributable to higher insurance, outside services and employee-related costs, partially offset by reduced natural gas costs and lower maintenance expenses, primarily at the Martinez refinery, following its restart in May 2026.
General and administrative expenses- General and administrative expenses totaled $365.6 million for the nine months ended September 30, 2026 compared to $224.7 million for the nine months ended September 30, 2025, an increase of approximately $140.9 million, or 62.7%. The increase in general and administrative expenses in comparison to the same period in 2025 was primarily due to higher employee-related expenses, including the recognition of incentive compensation, and outside services, including higher legal costs, and costs incurred in connection with the RBI initiative. General and administrative expenses are comprised of personnel, facilities, and other infrastructure costs necessary to support our refineries and related logistics assets.
Depreciation and amortization expense- Depreciation and amortization expense totaled $492.5 million for the nine months ended September 30, 2026 (including $481.0 million recorded within Cost of sales), compared to $495.5 million for the nine months ended September 30, 2025 (including $484.7 million recorded within Cost of sales), representing a decrease of approximately $3.0 million. The decrease was primarily attributable to certain catalyst and turnaround costs that became fully amortized in 2025, partially offset by an increase in the fixed asset base resulting from capital projects and turnarounds completed since the third quarter of 2025.
Gain on insurance recoveries, net- For the nine months ended September 30, 2026 and 2025, we recognized gains on insurance recoveries associated with the Martinez refinery fire of $356.5 million and $439.0 million, respectively.
Equity (income) loss in investee- For the nine months ended September 30, 2026 and 2025, we recognized income of $98.2 million and a loss of $41.0 million, respectively, from our equity investment in SBR due to improved renewable diesel margins.
Loss (gain) on sale of assets- For the nine months ended September 30, 2026 we recognized a loss of $1.0 million, primarily related to the sale of non-operating refinery assets. For the nine months ended September 30, 2025, we recognized a gain of $94.2 million primarily related to the sale of terminal assets.
Interest expense, net- Interest expense, net totaled $111.3 million for the nine months ended September 30, 2026, compared to $141.0 million for the nine months ended September 30, 2025, a decrease of approximately $29.7 million. The net decrease was primarily attributable to increased capitalized interest related to the Martinez refinery rebuild, lower average outstanding borrowings under our Revolving Credit Facility, and the redemption of the 2028 6.00% Senior Notes in June 2026, partially offset by increased interest expense from the issuance of the 2034 7.25% Senior Notes in May 2026. The lower principal balance of the 2034 7.25% Senior Notes more than offset the higher interest rate compared to the 2028 6.00% Senior Notes. Interest expense also reflects the issuance of the 2030 9.875% Senior Notes in March 2025. Additionally, interest income increased by $10.9 million during the nine months ended September 30, 2026, driven by higher interest rates and higher cash deposits compared with the same period in the prior year. Interest expense for the nine months ended September 30, 2026 includes interest on long-term debt, letter of credit fees associated with the purchase of certain crude oils, and the amortization of deferred financing costs.
Loss on extinguishment of debt- For the nine months ended September 30, 2026, there was a loss on the extinguishment of debt of $30.2 million, related to the redemption of the 2028 6.00% Senior Notes and 2030 7.875% Senior Notes, including the write-off of unamortized deferred financing costs, as well as the write-off of a portion of unamortized deferred financing costs in connection with the amendment and restatement of the Revolving Credit Agreement. There was no such loss during the nine months ended September 30, 2025.
Income tax expense (benefit)- PBF LLC is organized as a limited liability company and PBFX is a partnership, both of which are treated as "flow-through" entities for federal income tax purposes and therefore are not subject to income tax. However, two subsidiaries of Chalmette Refining and our Canadian subsidiary, PBF Ltd., are treated as C-Corporations for income tax purposes and may incur income taxes with respect to their earnings, as applicable. The members of PBF LLC are required to include their proportionate share of PBF LLC's taxable income or loss on their respective tax returns. PBF LLC generally makes distributions to its members, per the terms of PBF LLC's amended and restated limited liability company agreement, related to such taxes, on a pro-rata basis. PBF Energy recognizes an income tax expense or benefit in our Condensed Consolidated Financial Statements based on PBF Energy's allocable share of PBF LLC's pre-tax income or loss, which was approximately 99.3% on a weighted-average basis for both the nine months ended September 30, 2026 and 2025. PBF Energy's Condensed Consolidated Financial Statements do not reflect any benefit or provision for income taxes on the pre-tax income or loss attributable to the noncontrolling interest in PBF LLC (although, as described above, PBF LLC must make tax distributions to all its members on a pro-rata basis). PBF Energy's effective tax rate, excluding the impact of noncontrolling interest, for the nine months ended September 30, 2026 and 2025 was 25.0% and 25.9%, respectively. For both the nine months ended September 30, 2026 and 2025, PBF Energy's effective tax rate did not materially differ from the United States statutory rate, inclusive of state income taxes.
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. With respect to the consolidation of PBF LLC, we record a noncontrolling interest for the economic interest in PBF LLC held by members other than PBF Energy, and with respect to the consolidation of PBF Holding, we record a 20% noncontrolling interest for the ownership interests in two subsidiaries of Chalmette Refining held by a third party. The total noncontrolling interest on the Condensed Consolidated Statements of Operations represents the portion of the Company's earnings or loss attributable to the economic interests held by members of PBF LLC other than PBF Energy and by the third-party stockholders of certain of Chalmette Refining's subsidiaries. The total noncontrolling interest on the Condensed Consolidated Balance Sheets represents the portion of the Company's net assets attributable to the economic interests held by the members of PBF LLC other than PBF Energy and by the third-party stockholders of the two Chalmette Refining subsidiaries. PBF Energy's weighted-average equity noncontrolling interest ownership percentage in PBF LLC for both the nine months ended September 30, 2026 and 2025 was approximately 0.7%. The carrying amount of the noncontrolling interest on our Condensed Consolidated Balance Sheets attributable to the noncontrolling interest is not equal to the noncontrolling interest ownership percentage due to the effect of income taxes and related agreements that pertain solely to PBF Energy.
Non-GAAP Financial Measures
Management uses certain financial measures to evaluate our operating performance that are calculated and presented on the basis of methodologies other than in accordance with GAAP ("Non-GAAP"). These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and our calculations thereof may not be comparable to similarly entitled measures reported by other companies.
Special Items
The Non-GAAP financial measures presented include Adjusted fully-converted net income (loss) excluding special items, gross refining margin excluding special items, EBITDA excluding special items, and net debt to capitalization ratio excluding special items. Special items for the periods presented relate to LCM inventory adjustments, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to the RBI initiative, loss on extinguishment of debt, and gain on sale of terminal assets. See "Notes to Non-GAAP Financial Measures" below for more details on all special items disclosed. Although we believe that Non-GAAP financial measures, excluding the impact of special items, provide useful supplemental information to investors regarding the results and performance of our business and allow for helpful period-over-period comparisons, such Non-GAAP financial measures should only be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.
Adjusted Fully-Converted Net Income (Loss) and Adjusted Fully-Converted Net Income (Loss) Excluding Special Items
PBF Energy utilizes results presented on an Adjusted fully-converted basis that reflect an assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. In addition, we present results on an Adjusted fully-converted basis excluding special items as described above. We believe that these Adjusted fully-converted measures, when presented in conjunction with comparable GAAP financial measures, are useful to investors to compare PBF Energy results across different periods and to facilitate an understanding of our operating results.
Neither Adjusted fully-converted net income (loss) nor Adjusted fully-converted net income (loss) excluding special items should be considered an alternative to net income (loss) presented in accordance with GAAP. Adjusted fully-converted net income (loss) and Adjusted fully-converted net income (loss) excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently. The differences between Adjusted fully-converted and GAAP results are as follows:
1. Assumed exchange of all PBF LLC Series A Units for shares of PBF Energy Class A common stock. As a result of the assumed exchange of all PBF LLC Series A Units, the noncontrolling interest related to these units is converted to controlling interest. Management believes that it is useful to provide the per-share effect associated with the assumed exchange of all PBF LLC Series A Units.
2. Income Taxes. Prior to PBF Energy's initial public offering ("IPO"), PBF Energy was organized as a limited liability company treated as a "flow-through" entity for income tax purposes, and even after PBF Energy's IPO, not all of its earnings are subject to corporate-level income taxes. Adjustments have been made to the Adjusted Fully-Converted tax provisions and earnings to assume that PBF Energy had adopted its post-IPO corporate tax structure for all periods presented and is taxed as a C-corporation in the United States at the prevailing corporate rates. 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.
The following table reconciles PBF Energy's Adjusted Fully-Converted results with its results presented in accordance with GAAP for the three and nine months ended September 30, 2026 and 2025 (in millions, except share and per share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Net income (loss) attributable to PBF Energy Inc. stockholders $ 1,529.3 $ 170.1 $ 2,634.0 $ (236.9)
Less: Income allocated to participating securities - - 0.1 -
Income (loss) available to PBF Energy Inc. stockholders - basic 1,529.3 170.1 2,633.9 (236.9)
Add: Net income (loss) attributable to noncontrolling interest (1)
14.1 1.6 24.7 (2.7)
Less: Income tax (expense) benefit (2)
(3.7) (0.4) (6.4) 0.7
Adjusted fully-converted net income (loss) $ 1,539.7 $ 171.3 $ 2,652.2 $ (238.9)
Special Items: (3)
Add: LCM inventory adjustment - - (313.0) -
Add: LCM inventory adjustment - SBR - 8.5 (9.4) (8.2)
Add: Martinez refinery fire expenses - 14.6 34.2 123.1
Add: Gain on insurance recoveries, net - (250.0) (356.5) (439.0)
Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5
Add: Loss on extinguishment of debt 28.0 - 30.2 -
Add: Gain on sale of terminal assets - (94.0) - (94.0)
Add: Recomputed income tax on special items (10.1) 81.4 152.0 103.1
Adjusted fully-converted net income (loss) excluding special items $ 1,568.6 $ (60.3) $ 2,219.3 $ (532.4)
Weighted-average shares outstanding of PBF Energy Inc. 120,131,825 115,734,251 118,575,273 113,845,472
Conversion of PBF LLC Series A Units (4)
838,397 862,780 853,731 862,780
Common stock equivalents (5)
1,786,242 1,361,318 2,112,265 -
Fully-converted shares outstanding-diluted 122,756,464 117,958,349 121,541,269 114,708,252
Diluted net income (loss) per share $ 12.54 $ 1.45 $ 21.82 $ (2.08)
Adjusted fully-converted net income (loss) per fully exchanged, fully diluted shares outstanding (5)
$ 12.54 $ 1.45 $ 21.82 $ (2.08)
Adjusted fully-converted net income (loss) excluding special items per fully exchanged, fully diluted shares outstanding (3) (5)
$ 12.78 $ (0.52) $ 18.26 $ (4.64)
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See Notes to Non-GAAP Financial Measures.
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. We believe both gross refining margin and gross refining margin excluding special items are important measures of operating performance and provide useful information to investors because they are helpful metric comparisons to the industry refining margin benchmarks, as the refining margin benchmarks do not include a charge for refining operating expenses and depreciation. In order to assess our operating performance, we compare our gross refining margin (revenues less cost of products and other) to industry refining margin benchmarks and crude oil prices as defined in the table below.
Neither gross refining margin nor gross refining margin excluding special items should be considered an alternative to consolidated gross margin, income from operations, net cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Gross refining margin and gross refining margin excluding special items presented by other companies may not be comparable to our presentation, since each company may define these terms differently.
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):
Three Months Ended September 30,
2026 2025
$ per barrel of throughput $ per barrel of throughput
Calculation of consolidated gross margin:
Revenues $ 12,132.8 $ 142.75 $ 7,651.1 $ 95.49
Less: Cost of sales 9,962.1 117.21 7,611.9 95.00
Consolidated gross margin $ 2,170.7 $ 25.54 $ 39.2 $ 0.49
Reconciliation of consolidated gross margin to gross refining margin and gross refining margin excluding special items:
Consolidated gross margin $ 2,170.7 $ 25.54 $ 39.2 $ 0.49
Add: Logistics operating expense 29.7 0.35 28.7 0.36
Add: Logistics depreciation expense 8.4 0.10 9.6 0.12
Less: Logistics gross margin (92.2) (1.09) (95.1) (1.19)
Add: Refining operating expense 662.8 7.80 589.2 7.35
Add: Refining depreciation expense 158.1 1.86 149.5 1.87
Gross refining margin $ 2,937.5 $ 34.56 $ 721.1 $ 9.00
Gross refining margin excluding special items $ 2,937.5 $ 34.56 $ 721.1 $ 9.00
Nine Months Ended September 30,
2026 2025
$ per barrel of throughput $ per barrel of throughput
Calculation of consolidated gross margin:
Revenues $ 31,715.4 $ 131.21 $ 22,192.8 $ 99.87
Less: Cost of sales 28,119.4 116.33 22,631.8 101.85
Consolidated gross margin $ 3,596.0 $ 14.88 $ (439.0) $ (1.98)
Reconciliation of consolidated gross margin to gross refining margin and gross refining margin excluding special items:
Consolidated gross margin $ 3,596.0 $ 14.88 $ (439.0) $ (1.98)
Add: Logistics operating expense 90.6 0.37 87.1 0.39
Add: Logistics depreciation expense 25.0 0.10 27.8 0.13
Less: Logistics gross margin (273.8) (1.13) (282.9) (1.27)
Add: Refining operating expense 1,970.0 8.15 1,903.0 8.56
Add: Refining depreciation expense 456.0 1.89 456.9 2.06
Gross refining margin $ 5,863.8 $ 24.26 $ 1,752.9 $ 7.89
Special items: (3)
Add: LCM inventory adjustment (313.0) (1.30) - -
Gross refining margin excluding special items $ 5,550.8 $ 22.96 $ 1,752.9 $ 7.89
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See Notes to Non-GAAP Financial Measures.
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. Our outstanding indebtedness for borrowed money and other contractual obligations also include similar measures as a basis for certain covenants under those agreements which may differ from the Adjusted EBITDA definition described below.
EBITDA, EBITDA excluding special items, and Adjusted EBITDA are not presentations made in accordance with GAAP and our computation of EBITDA, EBITDA excluding special items, and Adjusted EBITDA may vary from others in our industry. In addition, Adjusted EBITDA contains some, but not all, adjustments that are taken into account in the calculation of the components of various covenants in the agreements governing our senior notes and other credit facilities. EBITDA, EBITDA excluding special items, and Adjusted EBITDA should not be considered as alternatives to income from operations or net income as measures of operating performance. In addition, EBITDA, EBITDA excluding special items, and Adjusted EBITDA are not presented as, and should not be considered, an alternative to cash flows from operations as a measure of liquidity. Adjusted EBITDA is defined as EBITDA before adjustments for items such as stock-based compensation expense, our share of SBR interest, depreciation, and amortization expense, LCM inventory adjustment, our share of the SBR LCM inventory adjustment, expenses associated with the Martinez refinery fire, gain on insurance recoveries, costs related to RBI initiative, loss on extinguishment of debt, gain on sale of terminal assets, and certain other non-cash items. Other companies, including other companies in our industry, may calculate EBITDA, EBITDA excluding special items and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures. EBITDA, EBITDA excluding special items and Adjusted EBITDA also have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that EBITDA, EBITDA excluding special items, and Adjusted EBITDA:
•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.
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):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Net income (loss) $ 1,543.3 $ 171.7 $ 2,658.5 $ (239.6)
Add: Depreciation and amortization expense 170.6 162.7 492.5 495.5
Add: Interest expense, net 27.2 50.3 111.3 141.0
Add: Income tax expense (benefit) 503.8 64.3 876.3 (82.7)
EBITDA $ 2,244.9 $ 449.0 $ 4,138.6 $ 314.2
Special Items (3)
Add: LCM inventory adjustment - - (313.0) -
Add: LCM inventory adjustment - SBR - 8.5 (9.4) (8.2)
Add: Martinez refinery fire expenses - 14.6 34.2 123.1
Add: Gain on insurance recoveries, net - (250.0) (356.5) (439.0)
Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5
Add: Loss on extinguishment of debt 28.0 - 30.2 -
Add: Gain on sale of terminal assets - (94.0) - (94.0)
EBITDA excluding special items $ 2,283.9 $ 136.0 $ 3,553.7 $ (82.4)
Reconciliation of EBITDA to Adjusted EBITDA:
EBITDA $ 2,244.9 $ 449.0 $ 4,138.6 $ 314.2
Add: Stock-based compensation expense 7.8 8.4 25.2 29.8
Add: Interest, depreciation, and amortization expense - SBR (a)
9.7 8.4 31.1 32.7
Special Items: (3)
Add: LCM inventory adjustment - - (313.0) -
Add: LCM inventory adjustment - SBR - 8.5 (9.4) (8.2)
Add: Martinez refinery fire expenses - 14.6 34.2 123.1
Add: Gain on insurance recoveries, net - (250.0) (356.5) (439.0)
Add: Costs related to RBI initiative 11.0 7.9 29.6 21.5
Add: Loss on extinguishment of debt 28.0 - 30.2 -
Add: Gain on sale of terminal assets - (94.0) - (94.0)
Adjusted EBITDA $ 2,301.4 $ 152.8 $ 3,610.0 $ (19.9)
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(a) Beginning in the first quarter of 2026, our share of SBR's interest, depreciation, and amortization expense, included in Equity (income) loss in investee on the Condensed Consolidated Statements of Operations, is treated as an adjustment included in Adjusted EBITDA. Prior-period amounts presented in the table above have been conformed to the 2026 presentation.
See Notes to Non-GAAP Financial Measures.
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. Total capitalization is calculated by adding total debt and total equity. This ratio is a measurement that management believes is useful to investors in analyzing our leverage. Net debt is calculated by subtracting cash and cash equivalents from total debt. We believe these measurements are also useful to investors since we have the ability to and may decide to use a portion of our cash and cash equivalents to retire or pay down our debt. Net debt and the net debt to capitalization ratio are Non-GAAP financial measures and should not be considered an alternative to any other measure of financial performance or liquidity presented in accordance with GAAP. Additionally, we have also presented the total debt to capitalization and net debt to capitalization ratios excluding the cumulative effects of special items on equity.
September 30, 2026 December 31, 2025
Balance Sheet Data:
Cash and cash equivalents $ 2,544.3 $ 527.9
Inventories 3,215.1 2,563.1
Total assets 17,234.0 13,019.9
Total debt 2,118.4 2,148.3
Net debt (425.9) 1,620.4
Total equity 8,103.8 5,449.9
Total equity excluding special items (6)
6,364.5 4,143.5
Total capitalization $ 10,222.2 $ 7,598.2
Total debt to capitalization ratio 21 % 28 %
Total debt to capitalization ratio, excluding special items (6)
25 % 34 %
Net debt to capitalization ratio * (6) % 23 %
Net debt to capitalization ratio, excluding special items * (6)
(7) % 28 %
*Negative ratio exists at September 30, 2026 as cash is in excess of debt.
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See Notes to Non-GAAP Financial Measures.
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.
(2) Represents an adjustment to reflect PBF Energy's estimated annualized statutory corporate tax rate of approximately 26.0% for both the 2026 and 2025 periods, 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.
(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. Our inventories are valued at the lower of cost or market with cost determined using the last-in, first-out ("LIFO") inventory valuation methodology, under which the most recently incurred costs are charged to cost of sales and inventories are valued at base layer acquisition costs. Market price is determined based on an assessment of the current estimated replacement cost and net realizable selling price of the inventory. When the market price of our inventory declines substantially, cost values of inventory may exceed market values. In such instances, we record an adjustment to write down the value of inventory to market value in accordance with GAAP. In subsequent periods, the value of inventory is reassessed and an LCM inventory adjustment is recorded to reflect the net change in the LCM inventory reserve between periods. The net impact of these LCM inventory adjustments is included in the Refining segment's income from operations, but excluded from the operating results presented, as applicable, to ensure comparability between periods.
PBF Energy LCM inventory adjustment - During the nine months ended September 30, 2026, we reversed the $313.0 million LCM inventory reserve recorded at December 31, 2025. This reversal increased income from operations and net income by $313.0 million and $231.6 million, respectively, and resulted in no LCM inventory reserve at September 30, 2026. There were no such adjustments in any of the other periods presented.
SBR LCM inventory adjustment - During the nine months ended September 30, 2026, SBR reversed the $18.8 million LCM inventory reserve recorded at December 31, 2025. During the three and nine months ended September 30, 2025, SBR recorded adjustments to value its inventory to the LCM which decreased its income from operations by $17.0 million and increased its income from operations by $16.3 million, respectively. Our Equity (income) loss in investee reflects our 50% share of these adjustments. Accordingly, for the nine months ended September 30, 2026, the reversal increased our income from operations and net income by $9.4 million and $7.0 million, respectively. For the three and nine months ended September 30, 2025, these LCM adjustments decreased our income from operations by $8.5 million and increased our income from operations by $8.2 million, respectively ($6.3 million and $6.1 million, respectively, net of tax). There were no such adjustments during the three months ended September 30, 2026.
Martinez refinery fire expenses - During the nine months ended September 30, 2026, we recorded operating expenses associated with the Martinez refinery fire that decreased income from operations and net income by $34.2 million and $25.3 million, respectively. During the three and nine months ended September 30, 2025, we recorded operating expenses associated with the Martinez refinery fire that decreased income from operations by $14.6 million and $123.1 million, respectively ($10.8 million and $91.1 million, respectively, net of tax). There were no such expenses during the three months ended September 30, 2026.
Gain on insurance recoveries, net - During the nine months ended September 30, 2026, we recorded gains on insurance recoveries associated with the Martinez refinery fire that increased income from operations and net income by $356.5 million and $263.8 million, respectively. During the three and nine months ended September 30, 2025, we recorded a gain on insurance recoveries associated with the Martinez refinery fire that increased income from operations by $250.0 million and $439.0 million, respectively ($185.0 million and $324.9 million, respectively, net of tax). There was no such gain during the three months ended September 30, 2026.
Costs related to RBI initiative - During the second quarter of 2025, we launched our RBI initiative as part of our ongoing strategic efforts to extract incremental value across our business. As a result, for the three and nine months ended September 30, 2026, we recorded expenses related to the execution of this initiative that decreased income from operations by $11.0 million and $29.6 million, respectively ($8.2 million and $21.9 million, respectively, net of tax). For the three and nine months ended September 30, 2025, we recorded expenses related to the execution of this initiative that decreased income from operations by $7.9 million and $21.5 million, respectively ($5.8 million and $15.9 million, respectively, net of tax). These charges are included within General and administrative expenses.
Loss on extinguishment of debt - During the three and nine months ended September 30, 2026, we recorded a pre-tax loss on extinguishment of debt of $28.0 million and $30.2 million, respectively ($20.7 million and $22.3 million, respectively, net of tax), related to the redemption of our 2028 6.00% Senior Notes in June 2026 and our 2030 7.875% Senior Notes in September 2026, as well as the write-off of a portion of unamortized deferred financing costs associated with refinancing activities. There were no such losses in any of the other periods presented.
Gain on sale of terminal assets - During both the three and nine months ended September 30, 2025, we recorded a gain on the sale of our terminal assets, through a subsidiary of PBFX, which increased income from operations and net income by $94.0 million and $69.6 million, respectively. There were no such gains during any of the other periods presented.
Recomputed income tax on special items - The income tax impact on these special items is calculated using the tax rates shown in (2) above.
(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.
(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 three and nine months ended September 30, 2026 and 2025, respectively. Common stock equivalents exclude the effects of performance share units, options, and warrants to purchase 59,543 shares of PBF Energy Class A common stock and PBF LLC Series A Units because they are anti-dilutive for the nine months ended September 30, 2026 (compared with 3,635,550 and 6,857,076 shares for the three and nine months ended September 30, 2025, respectively). For periods showing a net loss, all common stock equivalents and unvested restricted stock are considered anti-dilutive.
No incremental shares attributable to the 2032 Exchangeable Notes were included in diluted weighted-average shares outstanding because the market price of the Class A common stock did not exceed the applicable exchange price during the period. Only the portion of the exchange value, if any, in excess of the principal amount of the notes may be settled in shares and result in incremental shares for diluted net income (loss) per share. Such shares are included only when their effect is dilutive and are excluded when anti-dilutive, including during periods in which the Company reports a net loss.
(6) Total Equity excluding special items is calculated in the table below:
(in millions) September 30, 2026 December 31, 2025
Total equity $ 8,103.8 $ 5,449.9
Special Items (Note 3)
Add: LCM inventory adjustment (313.0) -
Add: LCM inventory adjustment - SBR (9.4) -
Add: Martinez refinery fire expenses 34.2 -
Add: Gain on insurance recoveries, net (356.5) -
Add: Costs related to RBI initiative 29.6 -
Add: Loss on extinguishment of debt 30.2 -
Add: Cumulative historical equity adjustments (a)
(1,753.3) (1,753.3)
Less: Recomputed income tax on special items 598.9 446.9
Net impact of special items (1,739.3) (1,306.4)
Total equity excluding special items $ 6,364.5 $ 4,143.5
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(a) All prior year special items are reflected on an aggregate basis within "Cumulative historical equity adjustments" before recomputed income tax effect. Refer to the Company's 2025 Annual Report on Form 10-K ("Notes to Non-GAAP Financial Measures" within Management's Discussion and Analysis of Financial Condition and Results of Operations) for a listing of special items included in cumulative historical equity adjustments prior to 2026.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are our cash flows from operations, cash and cash equivalents and borrowing availability under our credit facility, as described below. 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. 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 September 30, 2026, we are in compliance with all covenants, including financial covenants, in all our debt agreements.
Cash Flow Analysis
Cash Flows from Operating Activities
Net cash provided by operating activities was $3,142.8 million for the nine months ended September 30, 2026 compared to net cash used in operating activities of $444.6 million for the nine months ended September 30, 2025. Our operating cash flows for the nine months ended September 30, 2026 include our net income of $2,658.5 million. This amount reflects a gain on insurance recoveries of $356.5 million. Of the $356.5 million insurance proceeds $102.9 million relates to operating activities. Operating cash flows also include depreciation and amortization of $506.4 million, deferred income taxes of $401.7 million, pension and other post-retirement benefits costs of $39.9 million, loss on extinguishment of debt of $30.2 million related to the redemption of the 2028 6.00% Senior Notes, 2030 7.875% Senior Notes and the write-off of a portion of unamortized deferred financing costs in connection with refinancing activities, stock-based compensation expense of $25.2 million, and a loss on sale of assets of $1.0 million, partially offset by a non-cash LCM inventory adjustment of $313.0 million, and income from equity method investment of $98.2 million. In addition, net changes in operating assets and liabilities reflected cash proceeds of $144.7 million, primarily driven by the timing of payments of accrued expenses, partially offset by the timing of collection of accounts receivable and inventory purchases. Our operating cash flows for the nine months ended September 30, 2025 included our net loss of $239.6 million. This amount reflected a gain on insurance recoveries of $439.0 million, which was net of the $61.0 million receivable that was recorded at March 31, 2025. Of the $250.0 million insurance proceeds received during the second quarter in 2025, $118.0 million related to operating activities. In addition, operating cash flows included net changes in operating assets and liabilities reflecting uses of cash of $324.9 million, primarily driven by the timing of inventory purchases, payments of accrued expenses, and payments made under the Tax Receivable Agreement, a gain on sale of assets of $94.2 million, and deferred income taxes of $84.0 million, partially offset by depreciation and amortization of $508.9 million, loss from equity method investment of $41.0 million, pension and other post-retirement benefits costs of $39.4 million, and stock-based compensation expense of $29.8 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $707.8 million for the nine months ended September 30, 2026 compared to net cash used in investing activities of $459.4 million for the nine months ended September 30, 2025. Net cash used in investing activities for the nine months ended September 30, 2026 consisted primarily of capital expenditures of $594.9 million, refinery turnaround expenditures of $305.2 million, $46.5 million related to the purchase of hydrogen plants, and expenditures for other assets of $38.6 million, partially offset by insurance proceeds of $253.6 million, and a return of capital of $23.8 million from our equity method investee. The net cash used in investing activities for the nine months ended September 30, 2025 consisted of capital expenditures of $415.6 million, refinery turnaround expenditures of $296.6 million, and expenditures for other assets of $52.0 million, partially offset by proceeds from the sale of assets of $170.3 million, insurance proceeds of $132.0 million, and a return of capital from our equity method investee of $2.5 million.
Cash Flows from Financing Activities
Net cash used in financing activities was $418.6 million for the nine months ended September 30, 2026 compared to net cash provided by financing activities of $849.9 million for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, net cash used in financing activities consisted of the redemption of the 2028 6.00% Senior Notes of $801.6 million, the redemption of the 2030 7.875% Senior Notes of $519.7 million, dividends and distributions of $103.3 million, net payments of our Revolving Credit Facility of $100.0 million, deferred financing costs and other of $40.9 million, payment for the 2032 Exchangeable Notes capped call of $27.7 million, payments on finance leases of $9.1 million, and payments on the Promissory Note related to the hydrogen plant purchase of $1.1 million, partially offset by cash proceeds of $550.0 million from the issuance of the 2032 Exchangeable Notes, $500.0 million from the issuance of the 2034 7.25% Senior Notes, transactions made in connection with stock-based compensation plans of $98.3 million, and net proceeds from insurance premium financing of $36.5 million. For the nine months ended September 30, 2025, net cash provided by financing activities consisted of cash proceeds of $788.5 million from the issuance of the 2030 9.875% Senior Notes, net proceeds from draws on our Revolving Credit Facility of $150.0 million, and net proceeds from insurance premium financing of $30.3 million, partially offset by dividends and distributions of $94.7 million, deferred financing costs and other of $12.7 million, payments on finance leases of $8.4 million, and transactions made in connection with stock-based compensation plans of $3.1 million.
Debt and Credit Facilities
Senior Notes
On October 26, 2026, PBF Holding redeemed all $800.0 million in aggregate principal amount of its outstanding 2030 9.875% Senior Notes at a redemption price equal to 106.67% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 9.875% Senior Notes redeemed was approximately $853.4 million, plus accrued and unpaid interest, and was funded using cash on hand as of September 30, 2026.
On September 17, 2026, PBF Holding issued $550.0 million aggregate principal amount of 2032 Exchangeable Notes. Net proceeds from the offering were approximately $533.2 million after deducting the initial purchasers' discounts and commissions and estimated offering expenses. PBF Holding used $27.7 million of the net proceeds to pay the cost of the capped call transactions described in "Note 4 - Credit Facilities and Debt", and used the remaining proceeds, together with available cash, to fully repay all of the outstanding 2030 7.875% Senior Notes.
On September 24, 2026, PBF Holding redeemed all $500.0 million in aggregate principal amount of the outstanding 2030 7.875% Senior Notes at a redemption price equal to 103.938% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price of the 2030 7.875% Senior Notes redeemed was approximately $519.7 million, plus accrued and unpaid interest and the applicable redemption premium.
On May 28, 2026, PBF Holding issued $500.0 million aggregate principal amount of our 2034 7.25% Senior Notes. Net proceeds from this offering were $492.1 million after deducting the initial purchasers' discount and offering expenses. We used the net proceeds from the offering and available cash to fully redeem our outstanding 2028 6.00% Senior Notes.
On June 25, 2026, PBF Holding redeemed all of the outstanding 2028 6.00% Senior Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest up to, but excluding, the redemption date. The aggregate redemption price for the 2028 6.00% Senior Notes was approximately $801.6 million, plus accrued and unpaid interest.
PBF Holding Revolving Credit Facility
On September 30, 2026, we entered into the Revolving Credit Agreement. The Revolving Credit Agreement amended and restated the Prior Credit Agreement. Among other things, the Revolving Credit Agreement extended the Revolving Credit Facility through September 30, 2031, increased the maximum commitment to $4.0 billion from $3.5 billion, and reduced the commitment fees on the unused portion of the Revolving Credit Facility as compared to the Prior Credit Agreement. The interest rate on advances and the fees for letters of credit are generally consistent with the Prior Credit Agreement.
Promissory Note
On September 9, 2026, PBF LLC issued the Promissory Note, as partial consideration for the acquisition from Air Products of two hydrogen production plants located at the Torrance refinery, which provides for periodic payments through April 2039. Refer to "Note 1 - Description of the Business and Basis of Presentation" for further information. The Promissory Note was recorded as debt of approximately $341.1 million at closing.
Liquidity
As of September 30, 2026, our operational liquidity was over $5.6 billion (approximately $2.3 billion as of December 31, 2025), which consists of approximately $2.5 billion of cash, and approximately $3.1 billion of borrowing availability under our Revolving Credit Facility, which includes our cash on hand.
As of September 30, 2026, outstanding letters of credit totaled approximately $157.2 million.
We may incur additional indebtedness in the future, including secured indebtedness, subject to the satisfaction of any debt incurrence and, if applicable, lien incurrence limitation covenants in our existing financing agreements. Although we were in compliance with incurrence covenants during the nine months ended September 30, 2026, 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. Failure to meet the incurrence covenants could impose certain incremental restrictions on, among other matters, our ability to incur new debt (including secured debt) and also may limit the extent to which we may pay future dividends, make acquisitions or investments, repurchase our outstanding debt or stock or incur new liens.
Share Repurchases
Our Board of Directors has authorized the repurchase of PBF Energy Class A common stock (as amended from time to time, the "Repurchase Program"). The Repurchase Program 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 Class A common stock under the Repurchase Program for $1,018.0 million, inclusive of commissions paid, through open market transactions. We may make additional share repurchases in the future, but 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.
Working Capital
Our working capital at September 30, 2026 was $2,990.6 million, consisting of $8,031.2 million in total current assets, and $5,040.6 million in total current liabilities. Our working capital at December 31, 2025 was approximately $782.5 million, consisting of $4,451.8 million in total current assets, and $3,669.3 million in total current liabilities.
Capital Spending
Capital spending was $685.1 million for the nine months ended September 30, 2026, net of $300.1 million in costs related to the rebuild of units damaged in the Martinez refinery fire that were reimbursed by insurance proceeds and costs related to the Hydrogen Plants Asset Purchase. Net capital spend was primarily comprised of annual maintenance and turnaround activities across our refineries, including a planned turnaround at the Torrance, Martinez and Paulsboro refineries. Capital spending also included costs associated with safety-related enhancements and facility improvements at our refineries and logistics assets, as well as expenditures to meet environmental, regulatory and safety requirements. After careful evaluation and safety inspections, we moved the Martinez hydrocracker complex turnaround from the second quarter to the end of the third quarter. Additionally, after further diligent review, we elected to move the planned fourth quarter turnarounds at both Chalmette and Toledo to 2027. As a result, we revised our 2026 capital expenditure guidance to $825.0 million to $875.0 million for the year, excluding capital related to the Martinez refinery rebuild and costs related to the Hydrogen Plants Asset Purchase.
Hydrogen Plants Asset Purchase
On September 9, 2026, PBF LLC closed on the Hydrogen Plants Asset Purchase with Air Products, to acquire two hydrogen production plants located at the Torrance refinery that were previously subject to operating lease arrangements. Upon closing, PBF LLC became the owner of the hydrogen plants, which, following a transition period with Air Products, will be operated by its subsidiary, Torrance Refining.
The consideration for the Hydrogen Plants Asset Purchase included a cash payment of $44.8 million at closing, plus related transaction costs, and the Promissory Note of approximately $341.1 million. Refer to "Note 1 - Description of the Business and Basis of Presentation" and "Note 4 - Credit Facilities and Debt" of our Notes to Condensed Consolidated Financial Statements, for further information.
Martinez Refinery Fire
We expect that the cost of repairs to the fire-damaged units and restoring the Martinez refinery to full operational status will largely be covered under our property insurance coverage, subject to our deductible and retentions totaling $30.0 million. Our insurance policy also includes business interruption coverage, which contains a 60-day waiting period. This coverage commenced on April 3, 2025. While we expect our insurance coverage will significantly offset the financial impact of the Martinez refinery fire, other than for the business interruption waiting period, deductibles and retentions, the timing of insurance proceeds may impact our results and our cash flow in a given reporting period.
During the nine months ended September 30, 2026, we received $356.5 million of unallocated insurance proceeds. Since the date of the Martinez refinery fire, we have received cumulative insurance proceeds, net of deductibles and retentions, of $1.25 billion. We expect to be able to negotiate final settlement of the claim by year end with the final installment anticipated in a similar range to previous installment payments. The timing and amount of any agreed future interim payments will be dependent on the quantum of actual, covered expenditures and calculated losses.
Crude and Feedstock Supply Agreements
We currently purchase all of our crude and feedstock needs from various suppliers, primarily through short-term and spot market agreements.
Tax Receivable Agreement Obligation
PBF Energy has recognized, as of both September 30, 2026 and December 31, 2025, a liability for the Tax Receivable Agreement of $168.2 million, reflecting the estimated undiscounted amounts that PBF Energy expects to pay under the agreement, net of any deferred tax asset valuation allowance recognized in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes. As future taxable income is recorded, increases in PBF Energy's Tax Receivable Agreement liability may be necessary in conjunction with the revaluation of deferred tax assets. If PBF Energy does not have taxable income, PBF Energy generally is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no benefit will have been actually realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the Tax Receivable Agreement.
These payment obligations, if any, are obligations of PBF Energy and not of PBF LLC or any of its subsidiaries. However, because PBF Energy is a holding company with no operations of its own, PBF Energy's ability to make payments under the Tax Receivable Agreement is dependent upon a number of factors, including its subsidiaries' ability to make distributions for the benefit of PBF LLC's members, including PBF Energy, its ability, if necessary, to finance its obligations under the Tax Receivable Agreement and existing indebtedness which may limit PBF Energy's subsidiaries' ability to make distributions.
The foregoing are merely estimates - the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding Tax Receivable Agreement payments.
Dividends and Distributions
PBF Energy
On October 29, 2026, PBF Energy announced a dividend of $0.325 per share on outstanding PBF Energy Class A common stock. The dividend is payable on November 24, 2026 to PBF Energy Class A common stockholders of record at the close of business on November 12, 2026. PBF LLC intends to make pro-rata distributions of approximately $39.7 million, or $0.325 per unit to its members, including PBF Energy, which in turn intends to use this distribution to fund the dividend payments to the stockholders of PBF Energy.
PBF Energy currently intends to continue to pay quarterly cash dividends on its Class A common stock. However, the declaration, amount and payment of any future dividends on shares of PBF Energy Class A common stock will be at the sole discretion of PBF Energy's Board of Directors, and we are not obligated under any applicable laws, our governing documents or any contractual agreements with our existing owners or otherwise to declare or pay any dividends or other distributions (other than the obligations of PBF LLC to make tax distributions to its members).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including changes in commodity prices and interest rates. Our primary commodity price risk is associated with the difference between the prices we sell our refined products and the prices we pay for crude oil and other feedstocks. We may use derivative instruments to manage the risks from changes in the prices of crude oil and refined products, natural gas, interest rates, or to capture market opportunities.
Commodity Price Risk
Our earnings, cash flow and liquidity are significantly affected by a variety of factors beyond our control, including the supply of, and demand for, crude oil, other feedstocks, refined products, and natural gas. The supply of and demand for these commodities depend on, among other factors, changes in domestic and foreign economies, weather conditions, domestic and foreign political affairs, planned and unplanned downtime in refineries, pipelines and production facilities, production levels, the availability of imports, the marketing of competitive and alternative fuels, and the extent of government regulation. As a result, the prices of these commodities can be volatile. Our revenues fluctuate significantly with movements in industry refined product prices, our cost of sales fluctuates significantly with movements in crude oil and feedstock prices and our operating expenses fluctuate with movements in the price of natural gas. We manage our exposure to these commodity price risks through our supply and offtake agreements as well as through the use of various commodity derivative instruments.
We may use non-trading derivative instruments to manage exposure to commodity price risks associated with the purchase or sale of crude oil and feedstocks, finished products and natural gas outside of our supply and offtake agreements. The derivative instruments we use include physical commodity contracts and exchange-traded and over-the-counter financial instruments. We mark-to-market our commodity derivative instruments and recognize the changes in their fair value in our statements of operations.
At September 30, 2026 and December 31, 2025, we had gross open commodity derivative contracts representing 39.1 million barrels and 9.9 million barrels, respectively, with an unrealized net loss of $20.0 million and unrealized net gain of $10.4 million, respectively. The open commodity derivative contracts as of September 30, 2026 expire at various times during 2026 and 2027.
We carry inventories of crude oil, intermediates, and refined products ("hydrocarbon inventories") on our Condensed Consolidated Balance Sheets, the values of which are subject to fluctuations in market prices. Our hydrocarbon inventories totaled approximately 37.2 million and 34.0 million barrels as of September 30, 2026 and December 31, 2025, respectively. The average cost of our hydrocarbon inventories was approximately $81.37 and $79.36 per barrel on a LIFO basis at September 30, 2026 and December 31, 2025, respectively. The results as of December 31, 2025 exclude the net impact of a $313.0 million LCM inventory adjustment. At September 30, 2026, the replacement value of inventory exceeded the LIFO carrying value, resulting in the full reversal of the previously recorded LCM inventory reserve. 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.
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 100 million MMBTUs of natural gas amongst our six refineries. 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.
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. 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. To mitigate the impact of the market risk relating to our obligations on our results of operations and cash flows, we may elect to purchase RINs or other environmental credits as part of our liability management strategy. We also have the ability to purchase RINs directly from SBR.
In addition, we are exposed to risks associated with complying with federal and state legislative and regulatory measures to address GHG and other emissions. Requirements to reduce emissions could result in increased costs to operate and maintain our facilities as well as implement and manage new emission controls and programs put in place. Compliance with such emission standards may require the purchase of emission credits or similar instruments.
Certain of these compliance contracts or instruments qualify as derivative instruments. For certain of these contracts, we elect the normal purchase normal sale exception under ASC 815, Derivatives and Hedging, for such instruments, and therefore do not record these contracts at their fair value.
Interest Rate Risk
The maximum commitment under our Revolving Credit Facility is $4.0 billion. Borrowings under the Revolving Credit Facility bear interest either at the Alternative Base Rate plus the Applicable Margin or at the Term SOFR plus the Applicable Margin, all as defined in the Revolving Credit Agreement. At September 30, 2026, we had no 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 $28.8 million annually.
Credit Risk
We are subject to risk of losses resulting from nonpayment or nonperformance by our counterparties. We continue to closely monitor the creditworthiness of customers to whom we grant credit and establish credit limits in accordance with our credit policy.
PBF Energy Inc. published this content on October 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 29, 2026 at 11:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]