NJR insider update: 4,449 RSUs granted, PSU vesting and deferrals

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

New Jersey Resources (NJR) reported insider equity activity for its SVP and General Counsel. On 11/04/2025, the officer received 4,449 RSUs scheduled to vest in three equal installments on October 15, 2026, 2027 and 2028. Performance share units vested in two tranches: 1,559 shares based on 134% of target (plus dividend equivalents) and 1,052 shares at 97% of target (plus dividend equivalents), with shares withheld for taxes.

Following the transactions, direct ownership was 32,180.836 shares, with an additional 3,313.394 shares held indirectly through the NJR Employees' Retirement Savings Plan. Related phantom stock entries reflect deferred PSU shares, to be paid in lump sums beginning in January 2029 and January 2030.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Reich Richard

Role SVP and Gen Counsel

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,560	$44.85	$70K
Tax Withholding	Phantom Stock	37	$44.85	$2K
Grant/Award	Phantom Stock	1,052	$44.85	$47K
Tax Withholding	Phantom Stock	25	$44.85	$1K
Grant/Award	Common Stock	4,449	$44.85	$200K
Grant/Award	Common Stock	1,559	$44.85	$70K
Tax Withholding	Common Stock	768	$44.85	$34K
Grant/Award	Common Stock	1,052	$44.85	$47K
Tax Withholding	Common Stock	518	$44.85	$23K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock — 1,560 shares (Direct); Common Stock — 30,855.836 shares (Direct); Common Stock — 3,313.394 shares (Indirect, By NJR Employees' Retirement Savings Plan)

Footnotes (1)

Represents grant of restricted stock units (RSUs) under the New Jersey Resources Corporation (NJR) 2017 Stock Award and Incentive Plan. RSUs vest in three equal annual installments on October 15, 2026, October 15, 2027 and October 15, 2028. Each RSU represents a contingent right to receive one share of NJR Common Stock. Represents 50 percent of performance share units, which vested at 134 percent of target (plus 165 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the Leadership Development and Compensation Committee (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 shares withheld to pay taxes due upon vesting of performance share units. Represents 50 percent of performance share units, which vested at 97 percent of target (plus 110 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 shares acquired through the NJR Employees' Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through the current date. The phantom stock represents 50 percent of performance share units, which vested at 134 percent of target (plus 165 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the appliable performance goal. These shares have been deferred pursuant to NJR's Officers' Deferred Compensation Plan and are to be paid out in a lump sum beginning in January 2030. Each share of phantom stock is the economic equivalent of one share of NJR Common Stock. The phantom stock represents 50 percent performance share units, which vested at 97 percent of target (plus 110 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the appliable performance goal. These shares have been deferred pursuant to NJR's Officers' Deferred Compensation Plan and are to be paid out in a lump sum beginning in January 2029. Each share of phantom stock is the economic equivalent of one share of NJR Common Stock.

Form 4 Insider Transactions: What Each Field Means →

11/06/2025 - 03:52 PM

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^*

Reich Richard

(Last)

(First)

(Middle)

C/O NEW JERSEY RESOURCES CORPORATION

1415 WYCKOFF ROAD

(Street)

WALL

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Gen Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2025		A		4,449⁽¹⁾	A	$44.85	30,855.836	D
Common Stock	11/04/2025		A		1,559⁽²⁾	A	$44.85	32,414.836	D
Common Stock	11/04/2025		F		768⁽³⁾	D	$44.85	31,646.836	D
Common Stock	11/04/2025		A		1,052⁽⁴⁾	A	$44.85	32,698.836	D
Common Stock	11/04/2025		F		518⁽³⁾	D	$44.85	32,180.836	D
Common Stock								3,313.394	I	By NJR Employees' Retirement Savings Plan⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁶⁾	11/04/2025		A		1,560		⁽⁶⁾	⁽⁶⁾	Common Stock	1,560	$44.85	1,560	D
Phantom Stock	⁽⁶⁾	11/04/2025		F			37⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	37	$44.85	1,523	D
Phantom Stock	⁽⁷⁾	11/04/2025		A		1,052		⁽⁷⁾	⁽⁷⁾	Common Stock	1,052	$44.85	2,575	D
Phantom Stock	⁽⁷⁾	11/04/2025		F			25⁽³⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	25	$44.85	2,550	D

Explanation of Responses:

1. Represents grant of restricted stock units (RSUs) under the New Jersey Resources Corporation (NJR) 2017 Stock Award and Incentive Plan. RSUs vest in three equal annual installments on October 15, 2026, October 15, 2027 and October 15, 2028. Each RSU represents a contingent right to receive one share of NJR Common Stock.

2. Represents 50 percent of performance share units, which vested at 134 percent of target (plus 165 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the Leadership Development and Compensation Committee (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.

3. Represents shares withheld to pay taxes due upon vesting of performance share units.

4. Represents 50 percent of performance share units, which vested at 97 percent of target (plus 110 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. Represents shares acquired through the NJR Employees' Retirement Savings Plan, a plan qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Such shares represent acquisitions through the current date.

6. The phantom stock represents 50 percent of performance share units, which vested at 134 percent of target (plus 165 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the appliable performance goal. These shares have been deferred pursuant to NJR's Officers' Deferred Compensation Plan and are to be paid out in a lump sum beginning in January 2030. Each share of phantom stock is the economic equivalent of one share of NJR Common Stock.

7. The phantom stock represents 50 percent performance share units, which vested at 97 percent of target (plus 110 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the appliable performance goal. These shares have been deferred pursuant to NJR's Officers' Deferred Compensation Plan and are to be paid out in a lump sum beginning in January 2029. Each share of phantom stock is the economic equivalent of one share of NJR Common Stock.

Remarks:

	/s/ Tejal K. Mehta, as attorney-in-fact for Richard Reich	11/06/2025
	** 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 insider transactions were reported for NJR on 11/04/2025?

The SVP and General Counsel received 4,449 RSUs and had PSUs vest in two tranches of 1,559 and 1,052 shares, with shares withheld to cover taxes.

How many NJR shares does the insider own after these transactions?

Direct ownership was 32,180.836 shares, plus 3,313.394 shares held indirectly via the NJR Employees' Retirement Savings Plan.

How do the RSUs vest for the NJR award?

The 4,449 RSUs vest in three equal annual installments on October 15, 2026, October 15, 2027 and October 15, 2028.

What were the PSU performance outcomes in the NJR Form 4?

PSUs vested at 134% of target for one tranche (plus 165 dividend equivalents) and at 97% of target for another (plus 110 dividend equivalents).

Were any NJR shares withheld for taxes?

Yes. Shares were withheld upon PSU vesting to satisfy taxes, including transactions labeled with code F.

What is the treatment of phantom stock reported by NJR?

Phantom stock represents deferred PSU shares, economically equivalent to NJR common stock, with lump-sum payouts beginning in January 2029 and January 2030.