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Item 9A. Controls and Procedures

2024-11-26 compared with 2023-11-21 · 54 added, 42 removed, 199 unchanged (33% of the section changed)

6 unchanged sentences

Attestation Report of Registered Public Accounting Firm

The attestation report required under this Item 9A is contained in Item 8 of this 10-K under the caption Report of Independent Registered Public Accounting Firm .

The attestation report required under this Item 9A is contained in Item 8 of this Form 10-K under the caption Report of Independent Registered Public Accounting Firm .

Changes in Internal Control over Financial Reporting

8 unchanged sentences

The information regarding executive officers is included in this report as Item 1 under the caption Information About our Executive Officers and incorporated herein by reference.

The Board of Directors has adopted the Code of Conduct, a code for all directors, officers and employees, as required by the New York Stock Exchange rules, and governing the chief executive officer and senior financial officers, in compliance with Sarbanes-Oxley and SEC regulations.

Copies of the Code of Conduct are available free of charge on the Company’s website at http://investor.njresources.com under the caption Corporate Governance .

The Board of Directors has adopted the Code of Conduct, a code for all directors, officers and employees, as required by the New York Stock Exchange rules, and governing the CEO and senior financial officers, in compliance with Sarbanes-Oxley and SEC regulations.

Copies of the Code of Conduct are available on the Company’s website at http://investor.njresources.com under the caption Corporate Governance .

A printed copy of the Code of Conduct is available free of charge to any shareowner who requests it by contacting the Corporate Secretary at 1415 Wyckoff Road, Wall, New Jersey 07719.

31 unchanged sentences

Allowance for doubtful accounts $ 24,652 2,401 ( 7,674 ) (2) $ 19,379

(1) Includes valuation allowance release for CEV, see Note 12.

(1) Includes valuation allowance release.

Income Taxes for more details.

26 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on July 23, 2020 )

4.3(j) Ninth Supplemental Indenture, dated as of September 2, 2020, between NJNG and U.S.

4.3(j) Ninth Supplemental Indenture, dated as of August 1, 2020, between NJNG and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed on September 2, 2020 )

11 unchanged sentences

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on October 31, 2023 )

4.3(p) Fifteenth Supplemental Indenture, dated as of June 1, 2024, by and between New Jersey Natural Gas Company and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, as filed on July 1, 2024 )

4.3(q) Sixteenth Supplemental Indenture, dated as of September 1, 2024, by and between New Jersey Natural Gas Company and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on October 2, 2024 )

4.4 $75,000,000 Shelf Note Purchase Agreement, dated as of June 30, 2011, between New Jersey Resources Corporation and Prudential Investment Management, Inc.

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on July 6, 2011 )

4.4(a) First Amendment to the Prudential Facility, dated as of July 25, 2014, between the Company and Prudential Investment Management, Inc.

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on November 12, 2014 )

4.4(b) Second Amendment to the Prudential Facility, dated as of September 28, 2015, between the Company and Prudential Investment Management, Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on October 2, 2015 )

4.4(c) Third Amendment to the Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of November 1, 2021 among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed on November 3, 2021 )

4.4(d) Fourth Amendment to the Shelf Note Purchase Agreement, among New Jersey Resources Corporation, PGIM, Inc.

(formerly Prudential Investment Management, Inc.) and the Purchasers party thereto dated as of September 16, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on September 20, 2022 )

4.4(a) First Amendment to Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of July 25, 2014, between New Jersey Resources Corporation, Prudential Investment Management, Inc., each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on November 12, 2014 )

4.4(b) Second Amendment to Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of September 28, 2015, between New Jersey Resources Corporation and Prudential Investment Management, Inc., each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on October 2, 2015 )

4.4(c) Third Amendment to the Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of November 1, 2021 among New Jersey Resources Corporation, PGIM, Inc.

(formerly Prudential Investment Management, Inc.), each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, as filed on November 3, 2021 )

4.4(d) Fourth Amendment to the Shelf Note Purchase Agreement dated as of June 30, 2011, dated as of September 16, 2022, among New Jersey Resources Corporation, PGIM, Inc.

(formerly Prudential Investment Management, Inc.), each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed on September 20, 2022 )

4.5 $125,000,000 Note Purchase Agreement, dated as of February 7, 2014, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q, as filed on May 7, 2014 )

4.6 Loan Agreement between New Jersey Economic Development Authority and New Jersey Natural Gas Company, dated as of August 1, 2011 (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as filed on November 23, 2011 )

4.6 Loan Agreement dated as of August 1, 2011, between New Jersey Economic Development Authority and New Jersey Natural Gas Company (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as filed on November 23, 2011 )

4.7 First Amendment to the Loan Agreement, dated as of August 1, 2019, between NJNG and New Jersey Economic Development Authority (incorporated by reference to Exhibit 4.7 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as filed on November 22, 2019 )

3 unchanged sentences

4.10 $150,000,000 Note Purchase Agreement, dated as of February 12, 2015, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on February 17, 2015 )

New Jersey Resources Corporation

Number Exhibit Description

4.11 Note Purchase Agreement, dated as of March 22, 2016, among New Jersey Resources Corporation and each of the Purchasers listed in Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on March 25, 2016 )

1 unchanged sentence

4.13 $125,000,000 Note Purchase Agreement, dated as of May 11, 2018, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on May 11, 2018 )

New Jersey Resources Corporation

Number Exhibit Description

4.14 $100,000,000 Note Purchase Agreement, dated as of June 8, 2018, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on June 8, 2018 )

2 unchanged sentences

4.16 Second Amendment to the Loan Agreement, dated as of April 1, 2019, between NJNG and New Jersey Economic Development Authority (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q, as filed on May 3, 2019 )

4.17 Amended and Restated Continuing Disclosure Undertaking, dated as of April 18, 2019 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q, as filed on May 3, 2019 )

4.17 Amended and Restated Continuing Disclosure Undertaking, dated as of April 18, 2019, by New Jersey Natural Gas Company (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q, as filed on May 3, 2019 )

4.18 $150,000,000 Note Purchase Agreement, dated as of July 17, 2019, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on July 17, 2019 )

4.19 $185,000,000 Note Purchase Agreement, dated as of July 17, 2019, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, as filed on July 17, 2019 )

4.20 Amended and Restated Continuing Disclosure Undertaking, dated as of August 22, 2019 (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as filed on November 22, 2019 )

4.20 Amended and Restated Continuing Disclosure Undertaking, dated as of August 22, 2019, by New Jersey Natural Gas Company (incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as filed on November 22, 2019 )

4.21 $260,000,000 Note Purchase Agreement, dated as of May 14, 2020, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on May 18, 2020 )

4 unchanged sentences

4.26 First Amendment to the Note Purchase Agreement dated as of March 22, 2016, dated as of November 1, 2021 among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, as filed on November 3, 2021 )

New Jersey Resources Corporation

Number Exhibit Description

4.27 First Amendment to the Note Purchase Agreement dated as of June 8, 2018, dated as of November 1, 2021 among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K, as filed on November 3, 2021 )

2 unchanged sentences

4.30 First Amendment to the Note Purchase Agreement dated as of September 1, 2020, dated as of November 1, 2021 among New Jersey Resources Corporation, each Guarantor signatory thereto, and each Noteholder party thereto (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K, as filed on November 3, 2021 )

New Jersey Resources Corporation

Number Exhibit Description

4.31 $100,000,000 Note Purchase Agreement, dated as of May 27, 2022, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on June 1, 2022 )

2 unchanged sentences

4.34 $50,000,000 Note Purchase Agreement, dated as of October 24, 2022, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, as filed on October 28, 2022 )

4.35 $100,000,000 Note Purchase Agreement, dated as of September 28, 2023, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on October 2, 2023 )

4.35 $100,000,000 Note Purchase Agreement, dated as of September 28, 2023, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on October 2, 2023 )

4.36 $200,000,000 Note Purchase Agreement, dated June 26, 2024, by and among New Jersey Natural Gas Company and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on July 1, 2024 )

4.37 $100,000,000 Note Purchase Agreement, dated November 7, 2024, by and among New Jersey Resources Corporation and the Purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, as filed on November 12, 2024 )

10.1* Form of Amended and Restated Supplemental Executive Retirement Plan Agreement between the Company and Named Executive Officer (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020 )

1 unchanged sentence

10.2 Service Agreement for Rate Schedule SS-1 by and between NJNG and Texas Eastern Transmission Company, dated as of June 21, 1995 (incorporated by reference to Exhibit 10-5B to the Annual Report on Form 10-K for the fiscal year ended September 30, 1996, as filed on December 30, 1996 )

10.3* Summary of 2023 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on September 20, 2022 )

10.4* Summary of 2022 Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on September 9, 2021 )

10.3+* Summary of 2024 Non-Employee Director Compensation Plan

10.4* The Company’s 2017 Stock Award and Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement for the 2017 Annual Meeting as filed on December 15, 2016 )

10.5* New Jersey Resources Savings Equalization Plan (as amended and restated as of November 16, 2020) (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020 )

New Jersey Resources Corporation

Number Exhibit Description

10.6* New Jersey Resources Pension Equalization Plan (as amended and restated as of November 16, 2020) (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020 )

1 unchanged sentence

10.8* Amended and Restated New Jersey Resources Corporation Directors’ Deferred Compensation Plan (amended and restated as of November 16, 2020) (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020 )

10.10* Form of Amended and Restated Employment Continuation Agreement between the Company and named executive officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on November 18, 2019 )

10.9* Form of Amended and Restated Employment Continuation Agreement between New Jersey Resources Corporation and named executive officer (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on November 18, 2019 )

10.9(a)* Schedule of Employee Continuation Agreements (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed on November 30, 2020 )

10.9(b)* Form of Amended and Restated Employment Continuation Agreement for officers of NJR Energy Services Company dated as of November 12, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on November 18, 2019 )

New Jersey Resources Corporation

Number Exhibit Description

10.10* Limited Liability Company Agreement of Steckman Ridge GP, LLC, dated as of March 2, 2007 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, as filed on May 3, 2007 )

10 unchanged sentences

10.21* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock Unit Agreement Fiscal Year 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, as filed on November 13, 2020 )

New Jersey Resources Corporation

Number Exhibit Description

10.22* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on November 15, 2021 )

5 unchanged sentences

10.27* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on November 17, 2022 )

New Jersey Resources Corporation

Number Exhibit Description

10.28* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement - Total Shareholder Return Fiscal Year 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on November 17, 2022 )

5 unchanged sentences

10.34* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2024 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, as filed on November 21, 2023 )

10.35* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on November 12, 2024 )

10.36* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement - Total Shareholder Return Fiscal Year 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on November 12, 2024 )

10.37* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement - NFE Fiscal Year 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on November 12, 2024 )

10.38* New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, as filed on November 12, 2024 )

New Jersey Resources Corporation

Number Exhibit Description

10.39* $500,000,000 Second Amended and Restated Credit Agreement, dated as of September 2, 2021, by and among New Jersey Resources Corporation, the guarantors thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as Syndication Agents, and U.S.

3 unchanged sentences

Bank National Association, Bank of America, N.A., TD Bank, N.A., and The Bank of Nova Scotia, as Documentation Agents (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on September 9, 2021 )

10.38* $150,000,000 Term Loan Credit Agreement, dated as of February 8, 2022, by and among NJR, the guarantors thereto and PNC Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on February 11, 2022 )

10.41* First Amendment to Second Amended and Restated Credit Agreement, dated as of August 30, 2022, by and among NJR, the guarantors thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on September 6, 2022 )

10.42* First Amendment to Second Amended and Restated Credit Agreement dated as of August 30, 2022, by and among NJNG, the lenders party thereto and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on September 6, 2022 )

New Jersey Resources Corporation

Number Exhibit Description

10.43* Second Amendment to Second Amended and Restated Credit Agreement, dated as of August 7, 2024, NJR, the guarantors thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on August 9, 2024 )

10.44* Second Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2024, by and among NJNG, the lenders party thereto and PNC Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on August 9, 2024 )

10.45+** Asset Purchase Agreement, between NJR Clean Energy Ventures II Corporation and Spruce Power 5, LLC, dated as of November 25, 2024

19.1+ Insider Trading Policy

21.1+ Subsidiaries of the Registrant

4 unchanged sentences

32.2+ † Certification of the Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act

97+ Dodd-Frank Clawback Policy, adopted as of November 16, 2023, and effective as of October 2, 2023

97 Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed on November 21, 2023 )

101+ Interactive Data File {Annual Report on Form 10-K, for the fiscal year ended September 30, 2024, furnished in iXBRL (Inline eXtensible Business Reporting Language)}

3 unchanged sentences

* Denotes compensatory plans or arrangements or management contracts.

** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

NJR agrees to furnish the omitted schedules supplementally to the SEC upon request by the SEC.

† This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by NJR for purposes of Section 18 or any other provision of the Exchange Act.

13 unchanged sentences

November 26, 2024 /s/ Stephen M.

Skrocki November 21, 2023 /s/ Jane M.

Skrocki November 26, 2024 /s/ Peter C.

Corporate Controller

(Principal Accounting Officer) Jane M.

(Principal Accounting Officer) Peter C.

November 26, 2024 /s/ Donald L.

Correll November 21, 2023 /s/ Thomas C.

Chairman Thomas C.

Correll November 26, 2024 /s/ Jane M.

Chairman Jane M.

November 26, 2024 /s/ Gregory E.

Aliff November 21, 2023 /s/ Michael O’Sullivan

Director Michael O’Sullivan

Aliff November 26, 2024 /s/ Thomas C.

Director Thomas C.

November 26, 2024 /s/ James H.

DeGraffenreidt, Jr.

November 21, 2023 /s/ Sharon C.

November 26, 2024 /s/ Michael O’Sullivan

DeGraffenreidt, Jr.

Director Sharon C.

Director Michael O’Sullivan

November 26, 2024 /s/ M.

Susan Hardwick November 21, 2023 /s/ George R.

Susan Hardwick November 26, 2024 /s/ Sharon C.

Susan Hardwick

Director George R.

November 21, 2023 /s/ Peter C.

Director Sharon C.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures