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New Jersey Resources CEO logs PSU vesting and tax withholdings

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

New Jersey Resources (NJR): President & CEO and Director Stephen D. Westhoven reported multiple equity transactions on 11/04/2025 tied to performance-based awards. He acquired 12,802 shares (including 484 dividend equivalents) from a prior PSU grant, 15,478 PSUs that vested at 97% of target (plus 1,629 dividend equivalents), and 22,909 PSUs that vested at 134% of target (plus 2,408 dividend equivalents). Shares were also withheld to cover taxes: 6,305, 7,623, and 11,283 shares. Transaction price listed was $44.85 per share. Following these transactions, beneficial ownership was 247,786.31 shares, direct. Future tranches from the earlier grant are scheduled to vest on September 30, 2026 and September 30, 2027 after certification by the LDCC.

Positive

  • None.

Negative

  • None.
Insider Westhoven Stephen D
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 12,802 $44.85 $574K
Tax Withholding Common Stock 6,305 $44.85 $283K
Grant/Award Common Stock 15,478 $44.85 $694K
Tax Withholding Common Stock 7,623 $44.85 $342K
Grant/Award Common Stock 22,909 $44.85 $1.03M
Tax Withholding Common Stock 11,283 $44.85 $506K
Holdings After Transaction: Common Stock — 234,611.096 shares (Direct)
Footnotes (1)
  1. Represents the first tranche of performance-based restricted stock units, previously granted on November 6, 2024, plus 484 accrued dividend equivalents. The second and third tranches will vest on September 30, 2026 and September 30, 2027, respectively. The applicable goal has been satisfied by New Jersey Resources Corporation (NJR) and certified by the Leadership Development and Compensation Committee (LDCC). Each performance-based restricted stock unit and dividend equivalent converts into one share of NJR Common Stock upon vesting. Represents shares withheld to pay taxes due upon vesting of performance share units. Represents number of performance share units, which vested at 97 percent of target (plus 1,629 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting. Represents number of performance share units, which vested at 134 percent of target (plus 2,408 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting. Total includes an adjustment of 0.786 shares to correct a prior rounding error.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Westhoven Stephen D
(Last) (First) (Middle)
C/O NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
(Street)
WALL NJ 07719
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEW JERSEY RESOURCES CORP [ NJR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/04/2025 A 12,802(1) A $44.85 234,611.096 D
Common Stock 11/04/2025 F 6,305(2) D $44.85 228,306.096 D
Common Stock 11/04/2025 A 15,478(3) A $44.85 243,784.096 D
Common Stock 11/04/2025 F 7,623(2) D $44.85 236,161.096 D
Common Stock 11/04/2025 A 22,909(4) A $44.85 259,070.096 D
Common Stock 11/04/2025 F 11,283(2) D $44.85 247,786.31(5) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the first tranche of performance-based restricted stock units, previously granted on November 6, 2024, plus 484 accrued dividend equivalents. The second and third tranches will vest on September 30, 2026 and September 30, 2027, respectively. The applicable goal has been satisfied by New Jersey Resources Corporation (NJR) and certified by the Leadership Development and Compensation Committee (LDCC). Each performance-based restricted stock unit and dividend equivalent converts into one share of NJR Common Stock upon vesting.
2. Represents shares withheld to pay taxes due upon vesting of performance share units.
3. Represents number of performance share units, which vested at 97 percent of target (plus 1,629 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting.
4. Represents number of performance share units, which vested at 134 percent of target (plus 2,408 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting.
5. Total includes an adjustment of 0.786 shares to correct a prior rounding error.
Remarks:
/s/ Tejal K. Mehta, as attorney-in-fact for Stephen D. Westhoven 11/05/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did NJR (NJR) disclose in this Form 4?

The CEO, Stephen D. Westhoven, reported PSU/RSU-related share acquisitions and tax withholdings on 11/04/2025, with a listed transaction price of $44.85.

How many NJR shares did the CEO acquire and withhold for taxes?

Acquisitions: 12,802; 15,478; 22,909 shares. Tax withholdings: 6,305; 7,623; 11,283 shares.

What is the CEO’s beneficial ownership after these transactions?

Beneficial ownership was 247,786.31 shares, held directly, after the reported transactions.

What were the PSU vesting outcomes disclosed by NJR (NJR)?

One tranche vested at 97% of target (plus 1,629 dividend equivalents) and another at 134% (plus 2,408 dividend equivalents).

Were dividend equivalents included in the share counts?

Yes. 484 dividend equivalents were included in the 12,802-share tranche; other vestings included 1,629 and 2,408 dividend equivalents.

When will future tranches from the prior grant vest?

Future vesting dates are September 30, 2026 and September 30, 2027, subject to certification by the LDCC.

What price is shown for the transactions in the Form 4?

The listed price for the transactions is $44.85 per share.