Form 4: NJR Executive Sells Shares for Tax Obligations

New Jersey Resources Corp. Senior VP and COO, Patrick J. Migliaccio, reported the sale of common stock to cover tax liabilities upon the vesting of restricted stock units.

Summary

• Patrick J. Migliaccio, Senior VP and COO of New Jersey Natural Gas (NJNG), a subsidiary of New Jersey Resources Corp. (NJR), reported transactions involving the company's common stock.
• On October 15, 2025, a total of 3,451 shares of common stock were disposed of through 'F' transactions, indicating shares withheld to pay taxes.
• The shares were sold at a price of $42.66 per share.
• These dispositions were related to the vesting of tranches from Restricted Stock Unit (RSU) awards granted on November 10, 2022, November 15, 2023, and November 6, 2024.
• Following these transactions, Mr. Migliaccio's direct beneficial ownership stands at 32,904.448 shares of common stock.
• The beneficial ownership totals include adjustments for accrued dividend equivalents and, in one instance, a market-based change in the reporting person's balance in the New Jersey Resources Corporation Employees' Retirement Savings Plan (401(k) plan).

Sentiment

Score: 6

Explanation: The filing reports routine, non-discretionary sales of shares to cover tax liabilities associated with the vesting of Restricted Stock Units, which is a neutral event for the company's operational performance or strategic direction. The vesting itself is a positive sign of executive retention and performance.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates that performance conditions, if any, associated with these awards have been met, reflecting positively on executive performance and retention.
• The executive continues to hold a significant number of shares (32,904.448), demonstrating ongoing alignment with shareholder interests.

Negatives

• The transactions resulted in a reduction of the executive's direct beneficial ownership by 3,451 shares, although this was for tax purposes and not a discretionary sale.

Risks

• While the transaction is routine, any reduction in insider ownership, even for tax purposes, could be perceived by some as a minor decrease in management's direct stake in the company.

Future Outlook

Future vesting events for Restricted Stock Unit (RSU) awards are scheduled for October 15, 2026 (for two tranches) and October 15, 2027 (for one tranche), indicating continued long-term incentive compensation for the executive.

Industry Context

This filing details a routine insider transaction related to executive compensation, specifically the tax withholding upon RSU vesting. Such transactions are common across all industries for publicly traded companies that utilize equity-based compensation plans, and do not provide specific insights into broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is routine and tax-related, not indicative of a change in management's confidence or a discretionary sale.
• Employees: The RSU vesting and associated tax withholding are standard components of executive compensation, reflecting established incentive structures.

Next Steps

• The second and third tranches of the RSU award granted on November 6, 2024, are scheduled to vest on October 15, 2026, and October 15, 2027, respectively.
• The final tranche of the RSU award granted on November 15, 2023, is scheduled to vest on October 15, 2026.

Key Dates

Recommendation

The reported transactions are routine sales of shares by an executive to satisfy tax obligations upon the vesting of Restricted Stock Units. This is a common practice and does not signal a change in the company's fundamentals or the executive's long-term commitment. Therefore, it provides no strong buy or sell signal, warranting a 'hold' recommendation.

Keywords

New Jersey Resources Corp, NJR, Patrick J. Migliaccio, Form 4, Insider Transaction, Restricted Stock Units, RSU vesting, Tax withholding, Common Stock, Beneficial Ownership