[8-K] New Jersey Resources Corp Reports Material Event

Rhea-AI Filing Summary

Windtree Therapeutics (WINT) 8-K: On 29-Jul-2025 director Leanne Kelly resigned from the Board and as Audit Committee chair, effective immediately. The filing gives no reason for her departure.

On 3-Aug-2025 the Board appointed Andrew Kucharchuk—currently CFO of Cero Therapeutics Holdings and an experienced biotech financial executive—to fill the vacant seat and assume the Audit Committee chairmanship. The Board confirmed his independence under Nasdaq and SEC rules.

No related-party dealings, inducement equity grants, or special compensation were disclosed; he will receive only standard Board cash fees. His term runs until a successor is elected or otherwise removed.

• Governance continuity re-established within five days of resignation.
• Audit Committee independence preserved, mitigating internal-control risk.

Positive

• Immediate replacement of Audit Committee chair maintains Sarbanes-Oxley compliance and reduces internal-control risk.
• New director deemed independent, supporting Nasdaq listing requirements and good governance practices.
• Kucharchuk’s extensive CFO background adds financial expertise to the Board.

Negative

• Unexplained resignation of Audit Committee chair could signal undisclosed disagreements or issues.
• Board turnover within a small company may raise continuity and oversight concerns.

Insights

Corporate Governance Expert

TL;DR: Board seat vacated then filled; audit oversight continuity preserved; impact limited.

Kelly’s sudden exit removes an experienced audit chair, a potential red flag for investors monitoring internal-control quality. However, the swift installation of Kucharchuk—whose résumé spans multiple public-company CFO roles—restores audit oversight and meets independence standards, alleviating most governance risk. Because compensation and related-party concerns are absent, the event is largely procedural. Unless Ms. Kelly’s reasons imply underlying issues (not disclosed here), the filing is neutral for valuation but maintains regulatory compliance.

Portfolio Manager

TL;DR: Routine governance shuffle; watch for follow-up disclosure on Kelly’s motives.

From a portfolio standpoint, turnover in audit leadership can hint at future accounting surprises, yet Windtree acted quickly, limiting disruption. Kucharchuk’s breadth of biotech finance experience is a plus, but investors should monitor upcoming Q3 results for any audit commentary and scrutinize whether Ms. Kelly’s departure signals strategic disagreement. With no financial guidance changes, the stock reaction should be muted.

false0000356309NYSE00003563092025-08-042025-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2025

NEW JERSEY RESOURCES CORPORATION

(Exact Name of registrant as specified in its charter)

New Jersey	001-08359	22-2376465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1415 Wyckoff Road
Wall, New Jersey		07719
(Address of Principal Executive Offices)		(Zip Code)

(732) 938-1480

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $2.50 par value	NJR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2025, New Jersey Resources Corporation (“NJR”) issued a press release reporting financial results for the third fiscal quarter ended June 30, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

NJR will deliver a presentation via live public webcast on August 5, 2025, at 10 a.m. ET. The slides to be used for the presentation are furnished herewith as Exhibit 99.2 and are incorporated by reference into Item 7.01 of this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
99.1		Press Release dated August 4, 2025 (furnished, not filed)
99.2		Presentation dated August 4, 2025 (furnished, not filed)
104		Cover page in Inline XBRL format

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW JERSEY RESOURCES CORPORATION
Date: August 4, 2025	By:	/s/ Roberto F. Bel
		Roberto F. Bel
		Senior Vice President and Chief Financial
		Officer

FAQ

Why did Leanne Kelly resign from Windtree Therapeutics (WINT)?

The 8-K states that Ms. Kelly tendered her resignation on 29-Jul-2025 but does not provide a reason.

Who replaced Leanne Kelly on Windtree’s Board?

Andrew Kucharchuk was appointed on 3-Aug-2025 as director and Audit Committee chair.

Is Andrew Kucharchuk considered independent under Nasdaq rules?

Yes. The Board determined he meets all Nasdaq and SEC independence standards.

Did the new director receive any special compensation or stock grants?

No. He will receive only the normal cash fees paid to all Windtree directors.

Will the leadership change affect Windtree’s Nasdaq listing status?

No impact is expected because the Audit Committee remains chaired by an independent director.