Form 4: NJR CFO Bel Reports Significant Equity Awards

New Jersey Resources Corporation's SVP and CFO, Roberto Bel, reported the acquisition of restricted stock units and performance share units, reflecting recent compensation awards.

Summary

• Roberto Bel, SVP and CFO of New Jersey Resources Corp (NJR), reported transactions on November 4, 2025.
• Acquired 5,583 shares of common stock as Restricted Stock Units (RSUs) at $44.85 per share, vesting in three equal annual installments on October 15, 2026, 2027, and 2028.
• Acquired 2,571 phantom stock units (performance share units) at $44.85 per share, which vested at 97% of target (plus 272 dividend equivalents) for the 36-month period beginning October 1, 2022. These are deferred and will be paid in four equal annual installments starting January 2029.
• Acquired 3,802 phantom stock units (performance share units) at $44.85 per share, which vested at 134% of target (plus 398 dividend equivalents) for the 36-month period beginning October 1, 2022. These are also deferred and will be paid in four equal annual installments starting January 2029.
• Disposed of 61 phantom stock units and 90 phantom stock units, totaling 151 units, which were withheld to cover taxes due upon deferral of the performance share unit awards.
• Following these transactions, Bel beneficially owns 25,885 shares of common stock and 10,672.875 phantom stock units.

Sentiment

Score: 7

Explanation: The filing indicates successful vesting of performance-based awards, with one exceeding target, and a routine grant of restricted stock units, reflecting positive company performance and standard executive compensation practices. The disposition of shares for tax purposes is a normal event.

Positives

• Roberto Bel received a grant of 5,583 Restricted Stock Units (RSUs), aligning his interests with shareholders.
• Performance Share Units (PSUs) vested at 97% and 134% of target, indicating strong company performance against applicable goals for the 36-month period starting October 1, 2022.
• The total phantom stock units beneficially owned increased to 10,672.875, including a positive adjustment of 167.875 shares for investment gains/losses and accrued dividends.

Negatives

• A total of 151 phantom stock units were disposed of to cover tax obligations related to the deferral of performance share unit awards.

Future Outlook

The vesting schedule for Restricted Stock Units extends through October 2028, and the payment of deferred performance share units is scheduled to begin in January 2029, indicating long-term incentive alignment.

Industry Context

This Form 4 filing details routine executive compensation awards, specifically restricted stock units and performance share units, which are common practices in the utility and energy sector to align executive incentives with long-term company performance and shareholder value.

Comparison to Industry Standards

• The structure of equity awards, including RSUs and PSUs with multi-year vesting and performance-based criteria, is consistent with compensation practices observed in comparable companies within the utility sector, such as Public Service Enterprise Group (PEG) or Consolidated Edison (ED), which also utilize long-term incentive plans to retain and motivate key executives.
• The vesting percentages of 97% and 134% for performance share units suggest a mix of meeting and exceeding performance targets, which is typical for well-structured incentive plans.

Related Party Transactions

• The reported transactions are related party transactions as they involve an executive officer (Roberto Bel) and the issuer (New Jersey Resources Corporation) concerning equity compensation.

Stakeholder Impact

• Shareholders: The vesting of performance share units at or above target suggests the company met or exceeded certain performance goals, which could be viewed positively. The grant of RSUs aligns executive incentives with shareholder value creation.
• Employees: The executive compensation structure, including performance-based awards, can influence overall company culture and motivation.

Next Steps

• Restricted Stock Units will vest in three equal annual installments on October 15, 2026, October 15, 2027, and October 15, 2028.
• Deferred performance share units will be paid in four equal annual installments beginning in January 2029.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation awards and their vesting, which are expected events under established incentive plans. While the performance share units vesting at 97% and 134% of target are positive indicators of company performance, this filing alone does not present new information significant enough to warrant a change in investment recommendation. It primarily confirms the execution of pre-existing compensation agreements and reflects past performance rather than providing forward-looking operational or financial guidance that would alter a fundamental investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals.

Keywords

New Jersey Resources Corp, NJR, Roberto Bel, SVP and CFO, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Share Units, PSU, Phantom Stock, Executive Compensation, Equity Award, Deferred Compensation