PBF Energy Prices $500 Million in Exchangeable Notes Due 2032

The notes will function as senior, unsecured obligations and do not carry regular interest. PBF Energy intends to direct the net proceeds—estimated at approximately $485 million—toward the repayment or redemption of its outstanding 7.875% senior unsecured notes due 2030. Any remaining funds are earmarked for general corporate purposes, including the potential reduction of other debt.

The initial exchange price for the notes is set at approximately $96.80 per share, representing a 37.5% premium over the company’s closing stock price of $70.40 on September 14, 2026. To mitigate potential dilution, PBF Energy has entered into capped call transactions with a cap price of $123.20 per share. These financial arrangements allow the company to offset cash payments or stock delivery obligations that might arise should holders choose to exchange their notes.

The offering is expected to close on September 17, 2026, pending standard closing conditions. While the notes provide a path for conversion into PBF Energy Class A common stock, the company maintains the right to settle exchange obligations in cash, stock, or a combination of both. The transaction is restricted to qualified institutional buyers, ensuring the private placement remains exempt from standard registration requirements.