Form 4: NJR Director O'Sullivan Reports RSU Vesting and New Grant

New Jersey Resources Corp. Director Michael A. O'Sullivan reported the vesting of previously granted restricted stock units into common stock and the receipt of a new annual RSU retainer.

Summary

• Michael A. O'Sullivan, a Director of New Jersey Resources Corp. (NJR), reported transactions occurring on January 21, 2026, pursuant to a Rule 10b5-1 pre-planned trading arrangement.
• He acquired 2,938 shares of common stock at a price of $47.97 per share, resulting from the vesting of previously granted Restricted Stock Units (RSUs).
• This acquisition included 112.968 dividend equivalents accrued on RSUs and a fractional share for rounding.
• Following this transaction, O'Sullivan directly beneficially owns 9,257 shares of common stock.
• He also received a new grant of 3,022.723 Restricted Stock Units (RSUs) as part of the annual non-employee director compensation plan.
• These new RSUs will vest on the earlier of the first anniversary of the grant date or the date of the next NJR Annual Meeting of Shareowners.
• Concurrently, 2,824.859 RSUs granted on January 21, 2025, fully vested and converted one-for-one into shares of NJR common stock.

Sentiment

Score: 7

Explanation: The filing reflects routine, positive compensation events for a director, indicating stability in governance and compensation structure, without any negative implications or unexpected changes.

Positives

• Director O'Sullivan received new Restricted Stock Units as part of his compensation, aligning his interests with shareholders.
• The vesting of previous RSUs into common stock demonstrates continued compensation for director service and conversion of equity awards into direct share ownership.

Future Outlook

The newly granted Restricted Stock Units (RSUs) are scheduled to vest on the earlier of January 21, 2027 (the first anniversary of the grant date) or the date of the next NJR Annual Meeting of Shareowners, indicating future equity compensation for the director.

Industry Context

Routine director compensation involving equity awards, such as Restricted Stock Units, is a common practice in publicly traded companies across various sectors, including utilities and energy, to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Equity-based compensation for non-employee directors, specifically through Restricted Stock Units, is a standard practice observed across many industries, including the utility and energy sector where New Jersey Resources Corp. operates.
• The structure of annual RSU retainers and defined vesting schedules, as detailed in this filing, is typical for director compensation plans designed to promote long-term alignment with company performance and shareholder value.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Director Michael A. O'Sullivan as part of the Non-Employee Director Compensation Plan constitutes a related party transaction, which is a standard and disclosed practice for director compensation.

Stakeholder Impact

• Shareholders: Director's interests are further aligned with shareholders through increased equity ownership.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The newly granted RSUs will vest on the earlier of January 21, 2027, or the date of the next NJR Annual Meeting of Shareowners.

Key Dates

Recommendation

The filing details routine compensation for a director, involving the vesting of existing equity awards and the grant of new ones. These are standard corporate governance practices and do not provide new information that would significantly alter the investment thesis for New Jersey Resources Corp. Therefore, a 'hold' recommendation is appropriate as the filing does not present a strong catalyst for buying or selling.

Keywords

New Jersey Resources Corp, NJR, Michael A. O'Sullivan, Form 4, Insider Transaction, Restricted Stock Units, RSU, Common Stock, Director Compensation, Equity Compensation, Vesting, Rule 10b5-1