PBF Energy Inc. (NYSE: PBF) announced it will release its earnings results for the third quarter of fiscal year 2026 on Thursday, October 29, 2026. The independent refiner will host a conference call and webcast regarding these results and other business matters at 8:30 am ET on the same day.

Conference call details

The event is being webcast and can be accessed via PBF Energy's official website. Participants may also join by dialing (800) 715-9871 or (646) 307-1963. An audio replay of the session will be available approximately two hours after the conclusion of the call.

Company profile

PBF Energy Inc. operates as one of the largest independent refiners in North America. Through its subsidiaries, the company manages oil refineries and related facilities located in California, Delaware, Louisiana, New Jersey, and Ohio. The company also holds a 50% partnership stake in the St. Bernard Renewables joint venture, which focuses on producing next-generation sustainable fuels.

PBF Energy Inc. (NYSE: PBF) priced $500 million in aggregate principal amount of 0% exchangeable notes due 2032 on September 14, 2026. The offering, exempt from registration under the Securities Act of 1933, is expected to close on September 17, 2026.

The notes are senior, unsecured obligations issued by PBF Holding Company LLC and PBF Finance Corporation. They carry no regular interest and do not accrete. Certain subsidiaries guarantee the notes on a senior unsecured basis, while PBF Energy Inc. does not provide a guarantee.

Capital Structure and Use of Proceeds

The Issuers estimate net proceeds of approximately $485.0 million, or $533.6 million if the initial purchasers fully exercise their option to purchase an additional $50 million. After deducting discounts, commissions, and offering expenses, the company intends to use $25.2 million to pay for capped call transactions. The remainder, combined with available cash, will fund the repayment or redemption of all outstanding 7.875% Senior Unsecured Notes due 2030.

Exchange Terms and Hedging

Noteholders may exchange their notes in certain circumstances. Settlement will be in cash up to the principal amount, with any excess settled in cash, Class A common stock, or a combination at the Issuers’ election. The initial exchange rate is 10.3306 shares per $1,000 principal amount, implying an initial exchange price of approximately $96.80 per share. This represents a premium of approximately 37.5% above the last reported sale price of $70.40 on September 14, 2026.

To mitigate dilution, the Issuers entered into privately negotiated capped call transactions covering the shares initially underlying the notes. The cap price is initially set at $123.20 per share, a 75.0% premium over the September 14 closing price. Option counterparties may hedge these positions by trading PBF Energy stock or derivatives, which could affect market prices.

Redemption and Repurchase Rights

The Issuers cannot redeem the notes prior to January 20, 2030, except for cleanup redemptions if outstanding principal falls below 10% of the initial amount. From January 20, 2030, until the 31st scheduled trading day before maturity, the Issuers may redeem notes for cash if the common stock’s last reported sale price is at least 130% of the exchange price for a specified period. The redemption price equals the principal plus accrued special interest, if any.

In the event of a fundamental change, noteholders may require the Issuers to repurchase the notes for cash equal to the principal plus accrued special interest.

What the Numbers Show

The transaction structure highlights a strategic shift from high-cost fixed-rate debt to equity-linked financing. By replacing the 7.875% coupon notes with 0% exchangeable notes, PBF Energy eliminates significant annual interest expenses, assuming no exchange occurs. However, this benefit comes with potential equity dilution capped at $123.20 per share and a higher effective cost if the stock price exceeds the initial exchange price of $96.80, as exchanges would settle partly in stock.