Form 4: NJR CEO Westhoven Reports Significant Stock Transactions

New Jersey Resources Corp. President and CEO Stephen D. Westhoven reported multiple acquisitions and dispositions of common stock related to performance-based awards and tax withholdings.

Summary

• Stephen D. Westhoven, President & CEO and Director of New Jersey Resources Corp. (NJR), reported several transactions involving NJR common stock on November 4, 2025.
• All reported transactions occurred at a price of $44.85 per share.
• Acquired 12,802 shares, representing the first tranche of performance-based restricted stock units (granted November 6, 2024), including 484 accrued dividend equivalents, following NJR's satisfaction of the applicable performance goal.
• Acquired 15,478 shares from performance share units (for a 36-month period beginning October 1, 2022), which vested at 97% of target, including 1,629 dividend equivalents.
• Acquired 22,909 shares from performance share units (for a 36-month period beginning October 1, 2022), which vested at 134% of target, including 2,408 dividend equivalents.
• Disposed of a total of 25,211 shares (6,305, 7,623, and 11,283 shares) to cover tax obligations due upon the vesting of performance share units.
• Beneficial ownership following these reported transactions is 247,786.31 shares, which includes an adjustment of 0.786 shares to correct a prior rounding error.

Sentiment

Score: 8

Explanation: The filing indicates strong performance by the company, leading to the vesting of executive performance awards at or above target levels. This suggests positive operational and financial execution by NJR.

Positives

• Vesting of performance-based restricted stock units and performance share units indicates the company met or exceeded its performance goals.
• One tranche of performance share units vested at 134% of target, demonstrating strong performance against specific objectives.
• Another tranche of performance share units vested at 97% of target, indicating near-target achievement of goals.

Negatives

• A significant number of shares (25,211) were disposed of to cover tax liabilities, which, while a common practice, reduces the executive's direct ownership.

Future Outlook

The filing indicates future vesting dates for performance-based restricted stock units on September 30, 2026, and September 30, 2027, suggesting continued long-term incentive alignment for the executive.

Management Comments

• The Leadership Development and Compensation Committee (LDCC) certified that New Jersey Resources Corporation (NJR) satisfied the applicable performance goals for the vesting of performance-based restricted stock units and performance share units.

Industry Context

This Form 4 filing reflects standard executive compensation practices within the utility and energy sector, where performance-based equity awards are common to align management incentives with shareholder interests. The vesting at or above target levels suggests solid operational performance by NJR relative to its internal benchmarks, which is generally positive for a stable utility company.

Comparison to Industry Standards

• The vesting of performance share units at 97% and 134% of target suggests that NJR's performance, as evaluated by its Leadership Development and Compensation Committee, is competitive or strong relative to its internal goals.
• While specific external benchmarks are not detailed in this filing, such vesting percentages are typical for well-performing executives in the utility sector, where companies like Duke Energy (DUK) or Southern Company (SO) also utilize similar long-term incentive structures tied to operational and financial metrics.
• The structure of performance-based restricted stock units and performance share units is a common practice across the S&P 500 for executive compensation.

Stakeholder Impact

• Shareholders: Positive signal regarding company performance and management's alignment with long-term goals through equity awards.
• Management/Employees: Reflects successful achievement of performance targets, potentially boosting morale and reinforcing incentive structures.

Next Steps

• Second tranche of performance-based restricted stock units will vest on September 30, 2026.
• Third tranche of performance-based restricted stock units will vest on September 30, 2027.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation vesting and associated tax withholdings, reflecting the company's achievement of performance targets. While the vesting at or above target is a positive indicator of operational execution, it does not present new fundamental information that would warrant a change in investment recommendation. The transactions are expected and align with established compensation plans, thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

NEW JERSEY RESOURCES CORP, NJR, Stephen D. Westhoven, Form 4, Insider Trading, Stock Transactions, Performance Share Units, Restricted Stock Units, Executive Compensation, Director Stock, CEO Stock