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NEW JERSEY RESOURCES CORP

For the period ended Sep 30, 2025. Filed Nov 20, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Nov 20, 2025

NJR$54.39+0.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Debt

Credit Facilities and Short-term Debt

A summary of NJR’s credit facility and NJNG’s commercial paper program and credit facility as of September 30, is as follows:

At end of period
(Thousands)As of dateTotalborrowing capacityLoans outstandingWeighted average interest rateRemaining borrowing capacityExpiration dates
NJR bank revolving credit facility (1)
2025$575,000$152,6005.38%$401,018(2)August 2029
2024$575,000$236,7006.23%$325,951(2)August 2029
NJNG bank revolving credit facility (3)
2025$250,000$43,0004.30%$206,269(4)August 2029
2024$250,000$55,1004.98%$194,169(4)August 2029

(1)Committed credit facility, which requires commitment fees of 0.10% on the unused amount.

(2)Letters of credit outstanding total approximately $21.4 M and $12.3 M as of September 30, 2025 and 2024, respectively, which reduces the amount available by the same amount.

(3)Committed credit facility, which requires commitment fees of 0.075% on the unused amount.

(4)Letters of credit outstanding total approximately $0.7 M at both September 30, 2025 and 2024, which reduces the amount available by the same amount.

Amounts available under credit facilities are reduced by bank or commercial paper borrowings, as applicable, and any outstanding letters of credit. Neither NJNG nor the results of its operations are obligated or pledged to support the NJR Credit Facility.

NJR

In August 2024, NJR entered into a second amendment to NJR’s Second Amended and Restated Credit Agreement, which reduced the NJR Credit Facility from $650 M to $575 M and extended the maturity date to August 7, 2029, pursuant to NJR’s option to extend the maturity date under the NJR Second Amended and Restated Credit Agreement, and permits NJR to request that the maturity date be extended up to two times for an additional period of one year each. The NJR Credit Facility includes an accordion feature, which allows NJR, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJR Credit Facility in increments of at least $50 M, with the total revolving credit commitments not exceeding $750 M. The NJR Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $75 M sublimit for the issuance of letters of credit. Certain of NJR’s unregulated subsidiaries have guaranteed all of NJR’s obligations under the NJR Credit Facility. The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments.

As of September 30, 2025, NJR had 24 letters of credit outstanding totaling approximately $21.4 M, which reduced the amount available under the NJR Credit Facility by the same amount. NJR does not anticipate that these letters of credit will be drawn upon by the counterparties, and they will be renewed as necessary.

Neither NJNG nor the results of its operations are obligated or pledged to support the NJR credit or debt shelf facilities.

NJNG

In August 2024, NJNG entered into a second amendment to NJNG’s Second Amended and Restated Credit Agreement governing a $250 M NJNG Credit Facility, which extended the maturity date of the facility to August 7, 2029, pursuant to NJNG’s option to extend the maturity date under the NJNG Second Amended and Restated Credit Agreement, and permits NJNG to request that the maturity date be extended up to two times for an additional period of one year each. The NJNG Credit Facility includes an accordion feature, which allows NJNG, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJNG Credit Facility in increments of at least $50 M with the total revolving credit commitments not exceeding $350 M. The NJNG Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $30 M sublimit for the issuance of letters of credit.

As of September 30, 2025, NJNG hastwo letters of credit outstanding for approximately $0.7 M, which reduced the amount available under the NJNG Credit Facility by the same amount. NJNG does not anticipate that these letters of credit will be drawn upon by the counterparties.

  1. STOCK-BASED COMPENSATION

NJR issues shares out of its 2017 Stock Award and Incentive Plan, in the form of performance share units, restricted stock units, deferred retention stock units and unrestricted common stock to non-employee directors. As of September 30, 2025,2,337,295 shares remain available for future issuance.

The following table summarizes all stock-based compensation expense recognized during the following fiscal years:

(Thousands)202520242023
Stock-based compensation expense:
Performance share awards$6,679$5,437$4,882
Restricted and non-restricted stock4,1743,9583,647
Deferred retention stock6,9266,6336,187
Compensation expense included in operation and maintenance expense17,77916,02814,716
Income tax benefit (1)(4,310)(3,898)(3,563)
Total, net of tax$13,469$12,130$11,153

(1)Excludes additional tax benefit related to delivered shares of approximately $1.9 M, $1.2 M and $0.6 M as of September 30, 2025, 2024 and 2023, respectively.

Performance Share Units

In fiscal 2025, the Company granted to certain officers 48,505 performance shares, which are market condition awards that vest on September 30, 2027, subject to the Company meeting certain conditions. In fiscal 2025, the Company also granted to certain officers 83,856 performance shares, of which 46,901 vest on September 30, 2027, and 36,955 vest annually over athree-year period beginning in September 2025, both of which are subject to the Company meeting certain performance conditions.

In fiscal 2024, the Company granted to certain officers 54,693 performance shares, which are market condition awards that vest on September 30, 2026, subject to the Company meeting certain conditions. In fiscal 2024, the Company also granted to certain officers 88,107 performance shares, of which 50,504 vest on September 30, 2026, and 37,603 vest annually over athree-year period beginning in September 2024, both of which are subject to the Company meeting certain performance conditions.

In fiscal 2023, the Company granted to certain officers 39,614 performance shares, which are market condition awards that vested on September 30, 2025, subject to the Company meeting certain conditions. In fiscal 2023, the Company also granted to certain officers 73,047 performance shares, of which 42,449 vested on September 30, 2025, and 30,598 vest annually over athree-year period beginning in September 2023, both of which were subject to the Company meeting certain performance conditions. The vesting of these awards is shown in the table below.

There is approximately $6.7 M of deferred compensation related to unvested performance shares that is expected to be recognized over the weighted average period of 1.7 years.

The following table summarizes the performance share activity under the stock award and incentive plans for the past three fiscal years:

Shares (1)Weighted AverageGrant DateFair ValueTotal Fair Value of Vested Shares (in Thousands)
Non-vested and outstanding at September 30, 2022192,121$36.29—
Granted112,661$46.00—
Vested (2)(105,197)$35.07$4,126
Cancelled/forfeited(9,330)$38.64—
Non-vested and outstanding at September 30, 2023190,255$42.60—
Granted142,800$42.55—
Vested (3)(112,183)$39.91$5,271
Cancelled/forfeited(1,913)$43.83—
Non-vested and outstanding at September 30, 2024218,959$43.93—
Granted132,361$46.94—
Vested (4)(112,408)$45.72$5,117
Cancelled/forfeited(1,138)$46.00—
Non-vested and outstanding at September 30, 2025237,774$44.75—

(1)The number of common shares issued related to certain performance shares may range from zero to 150% of the number of shares shown in the table above based on the Company’s achievement of performance goals.

(2)As certified by the Company’s Leadership and Compensation Committee on November 15, 2023, the number of common shares earned related to TSR performance was 150% or 59,192 shares, the number of common shares earned related to NFE performance was 150% or 55,832 shares and the number of common shares earned related to Performance Based Restricted Stock was 100% or 30,598 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.

(3)As certified by the Company’s Leadership and Compensation Committee on November 6, 2024, the number of common shares earned related to TSR performance was 150% or 60,092 shares, the number of common shares earned related to NFE performance was 124% or 49,269 shares and the number of common shares earned related to Performance Based Restricted Stock was 100% or 37,603 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.

(4)As certified by the Company’s Leadership and Compensation Committee on November 4, 2025, the number of common shares earned related to TSR performance was 97% or 36,754 shares, the number of common shares earned related to NFE performance was 134% or 54,408 shares and the number of common shares earned related to Performance Based Restricted Stock was 100% or 36,955 shares. Each award earned excludes accumulated dividends. The number represented on this line is the target number of 100%.

The Company measures compensation expense related to performance shares based on the fair value of these awards at their date of grant. In accordance with ASC 718, Compensation - Stock Compensation, compensation expense for market condition grants is recognized for awards granted and is not adjusted based on actual achievement of the performance goals. The Company estimated the fair value of these grants on the date of grant using a lattice model. Performance condition grants are initially fair valued at the Company’s stock price on the grant date and are subsequently adjusted for actual achievement of the performance goals.

Restricted Stock Units

The Company granted 57,417,67,522 and 64,080 shares of restricted stock during fiscal 2025, 2024 and 2023, respectively. The shares vest annually over athree-year period beginning in October of the fiscal year in which they were granted. The Company may choose to grant additional shares of restricted stock that vest annually over athree-year period beginning in the period of the fiscal year in which they were granted. The Company granted 2,191 and 3,465 additional shares of restricted stock during fiscal 2025 and 2024, respectively. There wereno additional shares of restricted stock granted during fiscal 2023. There is approximately $1.6 M of deferred compensation related to unvested restricted stock shares that is expected to be recognized over the weighted average period of 1.8 years.

The following table summarizes the restricted stock activity under the stock award and incentive plans for the past three fiscal years:

SharesWeighted AverageGrant DateFair ValueTotal Fair Value of Vested Shares (in Thousands)
Non-vested and outstanding at September 30, 202297,824$36.90—
Granted64,080$46.00—
Vested(48,312)$40.30$1,910
Cancelled/forfeited(4,716)$38.77—
Non-vested and outstanding at September 30, 2023108,876$41.55—
Granted70,987$42.59—
Vested(53,393)$39.74$2,256
Cancelled/forfeited(970)$44.52—
Non-vested and outstanding at September 30, 2024125,500$42.89—
Granted59,608$46.89—
Vested(61,316)$42.93$2,869
Non-vested and outstanding at September 30, 2025123,792$44.80—

Deferred Retention Stock Units

Deferred retention stock awards are granted upon approval by the Board of Directors, which generally occurs subsequent to the fiscal year end. Deferred retention stock awards vest immediately when granted, with shares delivered at a future date in accordance with the terms of the underlying agreements. The expense for these awards is recognized in the fiscal year in which services are rendered.

The following table summarizes the deferred retention stock award under the stock award and incentive plans for the past three fiscal years:

SharesWeighted AverageGrant DateFair ValueTotal Fair Value of Vested Shares (in Thousands)
Outstanding at September 30, 2022231,267$39.16—
Granted/Vested134,941$45.85—
Delivered(38,115)$40.67$1,517
Outstanding at September 30, 2023328,093$41.74—
Granted/Vested155,188$42.55—
Delivered(5,089)$35.86$213
Forfeited(235)$42.55—
Outstanding at September 30, 2024477,957$42.07—
Granted/Vested147,655$46.94—
Delivered(191,115)$38.95$8,906
Outstanding at September 30, 2025434,497$45.10—

Non-Employee Director Stock

Non-employee director compensation includes an annual equity retainer that is awarded at the time of the Company’s annual meeting of shareowners. The shares vest upon the earlier of the first anniversary of the grant date or the date of the Company’s next annual meeting of shareowners following the grant date and are amortized to expense over a 12-month period. The following summarizes non-employee director share awards for the past three fiscal years:

202520242023
Shares granted28,08029,99624,044
Weighted average grant date fair value$47.65$41.67$49.58
  1. EMPLOYEE BENEFIT PLANS

Pension and Other Postemployment Benefit Plans

The Company hastwo trusteed, noncontributory defined benefit retirement plans covering eligible regular represented and non-represented employees with more thanone year of service. Defined benefit plan benefits are based on years of service and average compensation during the highest 60 consecutive months of employment. The Company also provides postemployment medical and life insurance benefits to employees who meet certain eligibility requirements.

All represented employees of NJRHS hired on or after October 1, 2000, non-represented employees hired on or after October 1, 2009 and NJNG represented employees hired on or after January 1, 2012 are covered by an enhanced defined contribution plan instead of the defined benefit plan. Participation in the postemployment medical and life insurance plan was also frozen to new employees as of the same dates, with the exception of new NJRHS represented employees, for which benefits were frozen beginning April 3, 2012.

The Company maintains an unfunded nonqualified PEP that was established to provide employees with the full level of benefits as stated in the qualified plan without reductions due to various limitations imposed by the provisions of federal income tax laws and regulations. There are no plan assets in the nonqualified plan due to the nature of the plan.

The Company’s funding policy for its pension plans is to contribute at least the minimum amount required by the Employee Retirement Income Security Act of 1974, as amended. In fiscal 2025 and 2024, the Company had no minimum funding requirements and didnot make any discretionary contributions to the pension plans. The Company does not expect to be required to make additional contributions to fund the pension plans during the next fiscal year based on current actuarial assumptions; however, funding requirements are uncertain and can depend significantly on changes in actuarial assumptions, returns on plan assets and changes in the demographics of eligible employees and covered dependents.

There are no federal requirements to pre-fund OPEB benefits. However, the Company is required to fund certain amounts due to regulatory agreements with the BPU. The Company contributed approximately $0.5 M and $7.8 M in fiscal 2025 and 2024, respectively, and estimates that it may contribute up to $3.0 M over each of the next five years. Additional contributions may be required based on market conditions and changes to assumptions.

In January 2024, the Company announced changes to its postretirement medical benefits plan. Beginning on January 1, 2025, the Company replaced the existing retiree medical coverage for certain eligible employees age 65 and older and their Medicare-eligible dependents with an employer-funded Health Reimbursement Arrangement. Medicare-eligible participants may use the Health Reimbursement Arrangement toward the purchase of supplemental insurance coverage and for other qualified medical expenses. The liability associated with postretirement medical benefits was remeasured as of January 1, 2024. The change in post-retirement medical benefits is being amortized into earnings over approximately eight years, the average remaining service to retirement for all plan participants.

The following summarizes the changes in the funded status of the plans and the related liabilities recognized on the Consolidated Balance Sheets as of September 30:

Pension (1)OPEB
(Thousands)2025202420252024
Change in Benefit Obligation
Benefit obligation at beginning of year$333,532$290,321$181,800$203,406
Service cost5,5234,9761,0921,406
Interest cost15,43316,2408,3878,327
Plan amendments———(79,881)
Plan participants’ contributions (2)20271,401703
Actuarial (gain) loss(12,216)36,86339,94254,518
Benefits paid, net of retiree subsidies received(16,838)(14,895)(7,808)(6,679)
Benefit obligation at end of year$325,454$333,532$224,814$181,800
Change in plan assets
Fair value of plan assets at beginning of year$342,710$298,361$129,721$106,783
Actual return on plan assets28,15658,68212,06321,249
Employer contributions5395354867,846
Reimbursement from Trust (3)——(9,139)—
Benefits paid, net of plan participants’ contributions (2)(16,819)(14,868)(6,538)(6,157)
Fair value of plan assets at end of year$354,586$342,710$126,593$129,721
Funded status$29,132$9,178$(98,221)$(52,079)
Amounts recognized on Consolidated Balance Sheets
Postemployment employee benefit asset
Noncurrent$40,813$21,104$—$3,556
Postemployment employee benefit liability
Current$(555)$(552)$(517)$(2,400)
Noncurrent(11,126)(11,374)(97,704)(53,235)
Total$29,132$9,178$(98,221)$(52,079)

(1)Includes the Company’s PEP.

(2)Contributions made by employees hired prior to July 1, 1998, who were eligible to elect an additional participant contribution to enhance their benefits, were immaterial during the periods.

(3)Reimbursements for benefit premiums paid by the Company on behalf of the Trust.

The Company recognizes a liability for its underfunded benefit plans as required by ASC 715, Compensation - Retirement Benefits. The Company records the offset to regulatory assets for the portion of liability relating to NJNG and to accumulated OCI for the portion of the liability related to its unregulated operations. The increase in actuarial gain for the pension and the decrease in actuarial loss for the OPEB were due primarily to the increase in the discount rate during fiscal 2025 compared with fiscal 2024 .

The following table summarizes the amounts recognized in regulatory assets and accumulated OCI as of September 30:

Regulatory AssetsAccumulated Other Comprehensive Income (Loss)
(Thousands)PensionOPEBPensionOPEB
Balance at September 30, 2023$24,638$30,046$742$5,498
Amounts arising during the period:
Net actuarial (gain) loss(2,407)27,10893414,080
Prior service (credit)—(60,504)—(19,376)
Amounts amortized to net periodic costs:
Net actuarial gain (loss)2(3,098)(119)(1,164)
Prior service (cost) credit(61)7,458—2,555
Balance at September 30, 2024$22,172$1,010$1,557$1,593
Amounts arising during the period:
Net actuarial (gain) loss(13,368)27,178(3,303)10,086
Amounts amortized to net periodic costs:
Net actuarial (loss)(994)(5,114)(209)(2,057)
Prior service credit—9,801—3,279
Balance at September 30, 2025$7,810$32,875$(1,955)$12,901

The amounts in regulatory assets and accumulated OCI not yet recognized as components of net periodic benefit cost as of September 30 are:

Regulatory Assets · Accumulated Other ComprehensiveIncome (Loss)
PensionOPEBPensionOPEB
(Thousands)20252024202520242025202420252024
Net actuarial loss (gain)$7,810$22,172$76,120$54,056$(1,955)$1,557$26,443$18,414
Prior service cost (credit)——(43,245)(53,046)——(13,542)(16,821)
Total$7,810$22,172$32,875$1,010$(1,955)$1,557$12,901$1,593

To the extent the unrecognized amounts in accumulated OCI or regulatory assets exceed 10% of the greater of the benefit obligation or the fair value of plan assets, an amortized amount over the average expected future working lifetime of the active plan participants is recognized.

The projected benefit and accumulated benefit obligations and the fair value of plan assets as of September 30, are as follows:

Pension
(Thousands)20252024
Projected benefit obligation$325,454$333,532
Accumulated benefit obligation$302,880$306,850
Fair value of plan assets$354,586$342,710

The components of the net periodic cost for pension benefits, including the Company’s PEP, and OPEB costs (principally health care and life insurance) for employees and covered dependents for fiscal years ended September 30, are as follows:

PensionOPEB
(Thousands)202520242023202520242023
Service cost$5,523$4,976$5,402$1,092$1,406$2,471
Interest cost15,43316,24015,1748,3878,3279,146
Expected return on plan assets(23,700)(20,346)(19,972)(9,385)(7,920)(6,721)
Recognized actuarial loss1,2031173007,1714,262—
Prior service cost (credit) amortization—61103(13,080)(10,013)—
Net periodic benefit cost recognized as expense$(1,541)$1,048$1,007$(5,815)$(3,938)$4,896

Assumptions

The weighted average assumptions used to determine the Company’s benefit costs during the fiscal years below and obligations as of September 30, are as follows:

Pension · OPEB
2025 · 2024 · 2023 · 2025 · 2024 · 2023
Benefit costs:
Discount rate5.01/4.99%(1)5.89/5.87%(1)5.50/5.50%(1)4.97/4.98%(1)5.97/5.94%(1)5.51/5.51%(1)
Expected asset return7.50%7.00%7.00%7.50%7.00%7.00%
Compensation increase3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)
Obligations:
Discount rate5.46/5.43%(1)5.01/4.99%(1)5.89/5.87%(1)5.35/5.35%(1)4.97/4.98%(1)5.97/5.94%(1)
Compensation increase3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)3.00/3.50%(1)

(1)Percentages for represented and non-represented plans, respectively.

When measuring its PBO, the Company uses an aggregate discount rate at which its obligation could be effectively settled. The Company determines a single weighted average discount rate based on a yield curve comprised of rates of return on a population of high quality debt issuances (AA- or better) whose cash flows (via coupons or maturities) match the timing and amount of its expected future benefit payments. The Company measures its service and interest costs using a disaggregated, or spot rate, approach. The Company applies the duration-specific spot rates from the full yield curve, as of the measurement date, to each year’s future benefit payments, which aligns the timing of the plans’ separate future cash flows to the corresponding spot rates on the yield curve.

Information relating to the assumed HCCTR used to determine expected OPEB benefits as of September 30, is as follows:

($ in thousands)202520242023
HCCTR9.4%8.8%7.4%
Ultimate HCCTR4.5%4.5%4.5%
Year ultimate HCCTR reached203320322032

The Company’s investment objective is a long-term real rate of return on assets before permissible expenses that is approximately 5% greater than the assumed rate of inflation, as measured by the consumer price index. The expected long-term rate of return is based on the asset categories in which the Company invests and the current expectations and historical performance for these categories.

The mix and targeted allocation of the pension and OPEB plans’ assets are as follows:

2026 · Assets at
Target · September 30,
Asset AllocationAllocation20252024
U.S. equity securities29%30%29%
International equity securities161616
Fixed income393738
Collective investment trusts at NAV161717
Total100%100%100%

The Company uses mortality assumptions published by the Society of Actuaries for its pension and other postemployment benefit obligations, which reflects life expectancies in the U.S. The Company used projection scale MP-2021 and the Pri-2012 mortality study as of September 30, 2025 and 2024.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the following fiscal years:

(Thousands)202620272028202920302031 - 2035
Pension$17,309$18,452$19,506$20,678$21,625$120,947
OPEB$12,262$13,511$14,599$15,620$16,479$89,419

The Company’s OPEB plans provide prescription drug benefits that are actuarially equivalent to those provided by Medicare Part D. Therefore, under the Medicare Prescription Drug, Improvement and Modernization Act of 2003, the Company qualifies for federal subsidies. Estimated subsidy payments for fiscal 2026 and thereafter are immaterial.

Pension and OPEB assets held in the master trust, measured at fair value, are summarized as follows:

Pension · OPEB
(Thousands) · Quoted Prices in Active Markets for Identical Assets(Level 1) · Total · Quoted Prices in Active Markets for Identical Assets(Level 1) · Total
Assets
Registered Investment Companies:
Equity Funds:
Large Cap Index81,21381,21336,68236,682
Extended Market Index17,65417,6547,7767,776
International Stock52,87652,87622,24322,243
Fixed Income Funds:
Emerging Markets13,78113,7815,1645,164
Core Fixed Income——27,25727,257
High Yield Bond Fund16,86416,8648,7988,798
Long Duration Fund107,011107,011——
Total assets in the fair value hierarchy$289,399289,399$107,920107,920
Investments measured at net asset value
Collective investment trusts65,18718,673
Total assets at fair value$354,586$126,593
Assets
Money market funds$—$—$24$24
Registered Investment Companies:
Equity Funds:
Large Cap Index76,89776,89738,04038,040
Extended Market Index16,66516,6657,9777,977
International Stock50,54950,54922,73022,730
Fixed Income Funds:
Emerging Markets13,35413,3545,3585,358
Core Fixed Income——28,76528,765
High Yield Bond Fund16,70416,7049,1959,195
Long Duration Fund106,656106,656——
Total assets in the fair value hierarchy$280,825280,825$112,089112,089
Investments measured at net asset value
Collective investment trusts61,88517,632
Total assets at fair value$342,710$129,721

The Plan had no Level 2 or Level 3 fair value measurements during fiscal 2025 and 2024, and there have been no changes in valuation methodologies as of September 30, 2025. The Plan held assets that are valued using NAV as a practical expedient, which are excluded from the fair value hierarchy.

The following is a description of the valuation methodologies used for assets measured at fair value:

Asset TypesDescription of the Valuation Methodologies
Money Market fundsRepresents bank balances and money market funds that are valued based on the NAV of shares held at year end.
Registered Investment CompaniesEquity and fixed income funds valued at the NAV of shares held by the plan at year end as reported on the active market on which the individual securities are traded.
Collective investment trustsThe NAV for collective investment trusts is provided by the Trustee and is used as a practical expedient to estimate fair value. The NAV is based on the value of the underlying assets owned by the fund less liabilities.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Defined Contribution Plan

The Company offers a Savings Plan to eligible employees. The Company formally matched 85% of participants’ contributions up to 6% of base compensation. Beginning in March 2024, the Company’s contribution changed to 100% of the first 3% and 80% of the next 3% of base compensation. Represented NJRHS employees, non-represented employees hired on or after October 1, 2009, and NJNG represented employees hired on or after January 1, 2012, are eligible for an employer special contribution of between 4.0% and 5.0% of base compensation, depending on years of service, into the Savings Plan on their behalf. The amount expensed and contributed for the matching provision of the Savings Plan was approximately $7.2 M in fiscal 2025, $6.8 M in fiscal 2024 and $5.9 M in fiscal 2023. The amount contributed for the employer special contribution of the Savings Plan was approximately $4.2 M in fiscal 2025, $3.6 M in fiscal 2024 and $2.1 M in fiscal 2023.

  1. INCOME TAXES

The income tax provision from operations for the fiscal years ended September 30, consists of the following:

(Thousands)202520242023
Current:
Federal$17,157$691$13,393
State(874)(682)7,716
Deferred:
Federal54,44966,62336,825
State26,50218,531(8,381)
Investment/production tax credits(278)(257)(278)
Income tax provision$96,956$84,906$49,275

As of September 30, the temporary differences, which give rise to deferred tax assets (liabilities), consist of the following:

(Thousands)20252024
Deferred tax assets
Investment tax credits (1)$150,182$192,238
State net operating losses28,13638,762
Deferred revenue14,08514,107
Fair value of derivatives3,0205,397
Impairment of equity method investment14,00414,004
Postemployment benefits2,841855
Incentive compensation7,61110,142
Amortization of intangibles5,5436,248
Overrecovered natural gas costs2,9759,072
Allowance for doubtful accounts4,9783,744
Other7,9197,226
Total deferred tax assets241,294301,795
Less: Valuation allowance(5,454)(5,621)
Total deferred tax assets net of valuation allowance$235,840$296,174
Deferred tax liabilities
Property-related items$(588,101)$(563,403)
Remediation costs(20,953)(21,656)
Investments in equity investees(30,044)(28,704)
Conservation incentive program(6,344)(14,379)
Other(7,989)(6,065)
Total deferred tax liabilities$(653,431)$(634,207)
Total net deferred tax liabilities$(417,591)$(338,033)

(1)Includes approximately $0.5 M and $0.7 M for NJNG for fiscal 2025 and 2024, respectively, which is being amortized over the life of the related assets.

A reconciliation of the U.S. federal statutory rate to the effective rate from operations for the fiscal years ended September 30, is as follows:

(Thousands)202520242023
Statutory income tax expense$90,842$78,683$65,940
Change resulting from:
Investment/production tax credits(278)(257)(278)
Cost of removal of assets placed in service prior to 1981(6,527)(5,644)(4,758)
AFUDC equity(2,094)(1,444)(1,499)
State income taxes, net of federal benefit20,07814,51713,293
Valuation allowance(167)(126)(16,494)
Tax Act - utility excess deferred income taxes amortized(3,573)(3,573)(3,573)
Other(1,325)2,750(3,356)
Income tax provision$96,956$84,906$49,275
Effective income tax rate22.4%22.7%15.7%

The Company and one or more of its subsidiaries files or expects to file income and/or franchise tax returns in the U.S. federal jurisdiction and in the states of Connecticut, Delaware, Florida, Georgia, Indiana, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Texas, Virginia and West Virginia. The Company neither files in, nor believes it has a filing requirement in, any foreign jurisdictions.

The Company’s U.S. federal income tax returns through fiscal 2021 have either been reviewed by the IRS, or the related statute of limitations has expired and all matters have been settled. U.S. federal income tax returns for periods subsequent to fiscal 2021 are open to examination by the IRS. For all periods subsequent to those ended September 30, 2021, the Company’s state income tax returns are statutorily open to examination in all applicable states with the exception of Colorado and Texas.

In March 2024, the State of New Jersey commenced an examination of the Company’s Corporate Business Tax return for NJR and certain subsidiaries for the fiscal periods ended September 30, 2019 through September 30, 2022. On January 8, 2025, this audit was completed by the State of New Jersey, and no other action is necessary.

NJR evaluates its tax positions to determine the appropriate accounting and recognition of potential future obligations associated with uncertain tax positions. A tax benefit claimed, or expected to be claimed, on a tax return may be recognized only if it is more likely than not that the tax position will be upheld upon examination by the applicable taxing authority and is measured based on the largest tax benefit that is more than 50% likely to be realized. Interest and penalties related to unrecognized tax benefits, if any, are recognized within income tax expense, and accrued interest and penalties are recognized within other noncurrent liabilities on the Consolidated Balance Sheets.

Inflation Reduction Act

In August 2022, the President of the U.S. signed the Inflation Reduction Act, which contained provisions addressing inflation, clean energy, healthcare and taxes beginning in 2023. The Inflation Reduction Act imposed a 15% minimum tax rate on corporations with higher than $1B of annual income, along with a 1% excise tax on corporate stock repurchases. The Inflation Reduction Act raised the ITC from 26% to 30% through the end of 2032, with opportunities to increase the credit amount if certain domestic content requirements are satisfied or if the facility is located in an energy community, such as a brownfield site.

OBBBA

On July 4, 2025, the President of the U.S. signed OBBBA into law, which includes a broad range of tax reform provisions, including extending and modifying certain key provisions of the federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017, and expanding certain incentives under the federal Inflation Reduction Act. OBBBA also modified tax legislation affecting clean energy tax credits and accelerated the phase-out of ITCs. The Company evaluated the provisions of OBBBA and concluded it did not have a material impact on its Consolidated Financial Statements.

Other Tax Items

As of September 30, 2025 and 2024, the Company has tax credit carryforwards of approximately $149.7 M and $191.6 M, respectively, which each have a life of 20 years. The Company expects to utilize this entire carryforward prior to expiration, which would begin in fiscal 2036.

The impairment of the equity method investment in PennEast created net capital loss attributes totaling approximately $56.6 M, which could only be utilized to offset capital gains income and carried back three years and forward five years prior to expiration. During the fourth quarter of fiscal 2023, the Company determined that the tax losses created by the impairment may qualify as an ordinary loss, rather than a capital loss. As of both September 30, 2025 and 2024, the Company had a valuation allowance of approximately $5.1 M.

As of September 30, 2023, it was determined that the realization of certain deferred tax assets was more likely than not, and thus the valuation allowance previously recorded, of approximately $15.8 M, was no longer required. Reversal of the valuation allowance resulted in a corresponding income tax benefit on the Consolidated Statement of Operations. As of September 30, 2025, the remaining valuation allowance of approximately $0.4 M related primarily to other state income tax attributes that the Company could not conclude were realizable on a more-likely-than-not basis.

As of September 30, 2025, the Company evaluated certain tax benefits recorded in the Consolidated Financial Statements and concluded that a portion of the tax benefits are uncertain at this time. As a result, the Company recorded a reserve for uncertain tax benefits. The reserve for uncertain tax benefits is as follows:

(Thousands)20252024
Balance at October 1,$4,993$4,978
Additions based on tax positions related to the current fiscal period—15
Balance at September 30,$4,993$4,993

As of September 30, 2025 and 2024, there are approximately $5.0 M of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The tax benefits relate to fiscal tax years open to examination by the IRS and the state of Pennsylvania and may be subject to subsequent adjustment.

As of September 30, 2025 and 2024, the Company has state income tax net operating losses of approximately $476.1 M and $634.7 M, respectively. These state net operating losses have varying carry-forward periods dictated by the state in which they were incurred; these state carry-forward periods range from seven to 20 years, with the majority expiring after 2037. The Company expects to utilize this entire carryforward, other than as described below.

  1. LEASES

Lessee Accounting

The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Leases in which the Company is the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.

The Company’s lease agreements primarily consist of commercial solar land leases, storage and capacity leases, equipment and real property, including land and office facilities, office equipment and the sale leaseback of certain natural gas meters.

Certain leases contain escalation provisions for inflation metrics. The storage leases contain a variable payment component that relates to the change in the inflation metrics that are not known past the current payment period. The variable components of these lease payments are excluded from the lease payments that are used to determine the related right-of-use lease asset and liability. The variable portion of these leases are recognized as leasing expenses when they are incurred. The capacity lease payments are fully variable and based on the amount of natural gas stored in the storage caverns.

Generally, the Company’s solar land lease terms are between 20 and 50 years and may include multiple options to extend the terms for an additional five to 20 years. The Company’s office leases vary in duration, ranging fromtwo to 11 years, and may or may not include extension or early purchase options. The Company’s meter lease terms are between seven and 10 years with purchase options available prior to the end of the term. Equipment leases, including general office equipment, also vary in duration, with an average term often years. The Company’s storage and capacity leases have assumed terms of 50 years to coincide with the expected useful lives of the cavern assets with which the leases are associated. The Company’s lease terms may include options to extend, purchase the leased asset or terminate a lease, and they are included in the lease liability calculation when it is reasonably certain that those options will be exercised. The Company has elected an accounting policy, which applies to all asset classes, that exempts leases with an original term of one year or less from the recognition requirements of ASC 842, Leases.

The Company has lease agreements with lease and non-lease components and has elected the practical expedient not to separate lease components from the associated non-lease components for certain classes of leases, such as office buildings, solar land leases and office equipment. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. In July 2021, NJNG entered into 16-year lease agreements, as Lessor, with various NJR subsidiaries, as Lessees, for office space at the Company’s headquarters in Wall, New Jersey, the effects of which are eliminated in consolidation.

The following table presents the Company’s lease costs included in the Consolidated Statements of Operations for the fiscal year ended September 30:

(Thousands)Income Statement Location202520242023
Operating lease cost (1)Operation and maintenance$11,560$10,368$9,336
Finance lease cost
Amortization of right-of-use assetsDepreciation and amortization1,6862,1602,105
Interest on lease liabilitiesInterest expense, net of capitalized interest6319141,084
Total finance lease cost$2,317$3,074$3,189
Variable lease costOperation and maintenance8941,0991,128
Total lease cost$14,771$14,541$13,653

(1)Net of capitalized costs.

The following table presents supplemental cash flow information related to leases for the fiscal year ended September 30:

(Thousands)202520242023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases$9,355$7,932$8,942
Operating cash flows for finance leases$631$914$1,084
Financing cash flows for finance leases$7,574$7,792$7,379

Operating lease assets obtained in exchange for new or modified operating lease liabilities totaled approximately $6.4 M and $14.1 M during fiscal 2025 and 2024, respectively. There wereno finance lease assets obtained in exchange for new or modified finance lease liabilities during fiscal 2025 and 2024.

The following table presents the balance and classifications of the Company’s right of use assets and lease liabilities included in the Consolidated Balance Sheets for the fiscal year ended September 30:

(Thousands)Balance Sheet Location20252024
Assets
Noncurrent
Operating lease assetsOperating lease assets$185,596$184,485
Finance lease assetsUtility plant24,40226,088
Total lease assets$209,998$210,573
Liabilities
Current
Operating lease liabilitiesOperating lease liabilities$4,388$4,945
Finance lease liabilitiesCurrent maturities of long-term debt5,5687,534
Noncurrent
Operating lease liabilitiesOperating lease liabilities159,131159,303
Finance lease liabilitiesLong-term debt10,36616,026
Total lease liabilities$179,453$187,808

For operating lease assets and liabilities, the weighted average remaining lease term was 28.4 years and 28.6 years and the weighted average discount rate used in the valuation over the remaining lease term was 4.0% and 3.8% as of September 30, 2025 and 2024, respectively.

For finance lease assets and liabilities, the weighted average remaining lease term was 2.4 years and 3.0 years and the weighted average discount rate used in the valuation over the remaining lease term was 3.4% and 3.4% as of September 30, 2025 and 2024, respectively.

The following table presents the Company’s maturities of lease liabilities as of September 30, 2025:

(Thousands)OperatingFinance
2026$8,961$6,003
20279,1204,402
20289,2124,736
20299,2791,676
20309,333—
Thereafter237,169—
Total future payments283,07416,817
Less: interest(119,555)(883)
Total liability$163,519$15,934
  1. COMMITMENTS AND CONTINGENT LIABILITIES

Cash Commitments

NJNG has entered into long-term contracts, expiring at various dates through July 2039, for the supply, transportation and storage of natural gas. These contracts include annual fixed charges of approximately $254.2 M at current contract rates and volumes, which are recoverable through BGSS.

For the purpose of securing storage and pipeline capacity, ES enters into storage and pipeline capacity contracts, which require the payment of certain demand charges by ES to maintain the ability to access such natural gas storage or pipeline capacity, during a fixed time period, which generally ranges fromone to 10 years. Demand charges are established by interstate storage and pipeline operators and are regulated by FERC. These demand charges represent commitments to pay storage providers or pipeline companies for the right to store and/or transport natural gas utilizing their respective assets.

Commitments as of September 30, 2025, for natural gas purchases and future demand fees for the next five fiscal year periods, are as follows:

(Thousands)20262027202820292030Thereafter
ES:
Natural gas purchases$74,760$3,929$—$—$—$—
Storage demand fees14,2759,1526,3824,3754,3755,788
Pipeline demand fees16,24649,50727,54811,95310,48738,247
Sub-total ES$105,281$62,588$33,930$16,328$14,862$44,035
NJNG:
Natural gas purchases$10,115$—$—$—$—$—
Storage demand fees43,34235,49716,2885,9822,457—
Pipeline demand fees210,841183,916128,556115,553112,520746,474
Sub-total NJNG$264,298$219,413$144,844$121,535$114,977$746,474
Total$369,579$282,001$178,774$137,863$129,839$790,509

Certain pipeline demand fees totaling approximately $4.0 M per year, for which ES is the responsible party, are being paid for by the counterparty to a capacity release transaction, which began in November 2021, for a period of 10 years.

As of September 30, 2025, the Company’s future minimum lease payments under various operating leases will not be more than $9.3 M annually for the next five years and $237.2 M in the aggregate for all years thereafter.

Guarantees

As of September 30, 2025, there were NJR guarantees covering approximately $138.8 M of ES’s natural gas purchases and demand fee commitments not yet reflected in accounts payable on the Consolidated Balance Sheets.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.