Senior VP and COO, NJNG Migliaccio Patrick J. covered exercise/tax liability with 2,394 shares and was granted 11,501 shares, increasing direct ownership by 28% to 42,011 units (SEC Form 4)
$NJR
Oil/Gas Transmission
Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEW JERSEY RESOURCES CORP [ NJR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/04/2025 | A | 6,642(1) | A | $44.85 | 39,546.448 | D | |||
| Common Stock | 11/04/2025 | A | 4,859(2) | A | $44.85 | 44,405.448 | D | |||
| Common Stock | 11/04/2025 | F | 2,394(3) | D | $44.85 | 42,011.448 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (4) | 11/04/2025 | A | 3,282 | (4) | (4) | Common Stock | 3,282 | $44.85 | 17,403.196 | D | ||||
| Phantom Stock | (3) | 11/04/2025 | F | 78 | (3) | (3) | Common Stock | 78 | $44.85 | 17,878.687(5) | D | ||||
| Explanation of Responses: |
| 1. Represents grant of restricted stock units (RSUs) under the New Jersey Resources Corporation (NJR) 2017 Stock Award and Incentive Plan. RSUs vest in three equal annual installments on October 15, 2026, October 15, 2027 and October 15, 2028. Each RSU represents a contingent right to receive one share of NJR Common Stock. |
| 2. Represents number of performance share units, which vested at 134 percent of target (plus 511 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the Leadership Development and Compensation Committee (LDCC) of NJR performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting. |
| 3. Represents shares withheld to pay taxes due upon vesting of performance share units. |
| 4. The phantom stock represents performance share units, which vested at 97 percent of target (plus 345 dividend equivalents), after a 36-month period beginning on October 1, 2022, upon certification by the LDCC of NJR performance versus the appliable performance goal. These shares have been deferred pursuant to NJR's Officers' Deferred Compensation Plan and are to be paid out in a lump sum in January 2029. Each share of phantom stock is the economic equivalent of one share of NJR Common Stock. |
| 5. Total reflects a positive adjustment of 553.491 shares representing investment gains or losses and for dividends accrued under NJR's Officers' Deferred Compensation Plan. |
| Remarks: |
| /s/ Tejal K. Mehta, as attorney-in-fact for Patrick J. Migliaccio | 11/06/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||