Form 4: NJR SVP Richard Reich Reports Equity Compensation

New Jersey Resources Corp. SVP and General Counsel Richard Reich reported multiple transactions involving common stock and phantom stock, including RSU grants, PSU vesting, and tax-related dispositions.

Summary

• Richard Reich, SVP and General Counsel of New Jersey Resources Corp. (NJR), reported multiple transactions on November 4, 2025.
• Acquired 4,449 shares of Common Stock as a grant of restricted stock units (RSUs) under the NJR 2017 Stock Award and Incentive Plan. These RSUs are scheduled to vest in three equal annual installments on October 15, 2026, October 15, 2027, and October 15, 2028.
• Acquired 1,559 shares of Common Stock from performance share units (PSUs) that vested at 134% of target (plus 165 dividend equivalents) after a 36-month period beginning October 1, 2022.
• Disposed of 768 shares of Common Stock to cover taxes due upon the vesting of performance share units.
• Acquired 1,052 shares of Common Stock from performance share units (PSUs) that vested at 97% of target (plus 110 dividend equivalents) after a 36-month period beginning October 1, 2022.
• Disposed of 518 shares of Common Stock to cover taxes due upon the vesting of performance share units.
• Beneficially owns 3,313.394 shares indirectly through the NJR Employees' Retirement Savings Plan, representing acquisitions through the current date.
• Acquired 1,560 phantom stock units from PSUs that vested at 134% of target (plus 165 dividend equivalents). These units 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.
• Disposed of 37 phantom stock units for tax purposes upon the vesting of performance share units.
• Acquired 1,052 phantom stock units from PSUs that vested at 97% of target (plus 110 dividend equivalents). These units 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.
• Disposed of 25 phantom stock units for tax purposes upon the vesting of performance share units.
• All reported transactions occurred at a price of $44.85 per share/unit.
• Following these transactions, direct beneficial ownership of Common Stock is 32,180.836 shares, and direct beneficial ownership of Phantom Stock is 2,550 units.

Sentiment

Score: 7

Explanation: The filing indicates significant equity awards to a senior executive, including RSU grants and vesting of performance share units, with one tranche vesting at 134% of target, reflecting strong company performance against specific goals. The dispositions were solely for tax purposes, not discretionary sales.

Positives

• Grant of 4,449 Restricted Stock Units (RSUs) indicates ongoing equity compensation and alignment of executive interests with company performance.
• Vesting of a portion of performance share units (PSUs) at 134% of target (plus dividend equivalents) demonstrates strong company performance against specific goals.
• Acquisition of shares through the NJR Employees' Retirement Savings Plan shows continued investment by an executive in the company's stock.

Negatives

• Dispositions of 1,286 shares of Common Stock and 62 phantom stock units were solely for tax withholding purposes upon vesting, not discretionary sales.

Future Outlook

Restricted Stock Units (RSUs) granted on November 4, 2025, are scheduled to vest in three equal annual installments on October 15, 2026, October 15, 2027, and October 15, 2028. Phantom stock units from performance share awards that vested at 134% of target have been deferred and are scheduled to be paid out in a lump sum beginning in January 2030. Phantom stock units from performance share awards that vested at 97% of target have been deferred and are scheduled to be paid out in a lump sum beginning in January 2029.

Management Comments

• The transactions reflect the operation of New Jersey Resources Corporation's equity compensation plans, including the 2017 Stock Award and Incentive Plan and the Officers' Deferred Compensation Plan.
• Performance share units vested based on certification by the Leadership Development and Compensation Committee (LDCC) of NJR's performance against applicable goals.

Industry Context

NA

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value through equity compensation.
• Employees: The filing highlights the company's use of equity incentive plans, which can motivate and retain key personnel.

Next Steps

• First installment of RSU vesting on October 15, 2026.
• Second installment of RSU vesting on October 15, 2027.
• Third installment of RSU vesting on October 15, 2028.
• Payout of certain deferred phantom stock units beginning January 2029.
• Payout of other deferred phantom stock units beginning January 2030.

Key Dates

Recommendation

This Form 4 details routine executive compensation transactions, including RSU grants and performance share unit vesting, with some units exceeding target performance. While these transactions demonstrate ongoing executive alignment and positive performance against certain metrics, they do not present new material information that would warrant a change in investment thesis. The dispositions were for tax purposes, not discretionary sales. Therefore, a 'hold' recommendation is appropriate as the filing confirms existing compensation structures and performance without introducing new catalysts for significant price movement.

Keywords

NJR, New Jersey Resources, Richard Reich, Form 4, Insider Trading, Stock Award, Restricted Stock Units, Performance Share Units, Phantom Stock, Executive Compensation, Equity Compensation, Beneficial Ownership