What changed in this filing

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Item 1. Business

2025-11-20 compared with 2024-11-26 · 27 added, 61 removed, 101 unchanged (47% of the section changed)

4 unchanged sentences

NJR has also implemented enterprise-wide talent development and succession planning programs designed to identify future talent for key positions.

To promote a collaborative and rewarding work environment and support the communities we serve, NJR sponsors numerous charitable, philanthropic and social awareness programs.

To promote a collaborative and rewarding work environment and support the communities we serve, NJR sponsors numerous charitable and philanthropic programs.

Further, in order to take advantage of available opportunities and successfully implement our long-term strategy, NJR must be able to employ, train and retain the necessary skilled employees.

As a result, NJR supports and utilizes various training and educational programs and has developed additional company-wide and project-specific employee training and educational programs.

NJR continues key programs focused on employee safety, leadership development, work-life balance, talent management, health and wellness, DEI and employee engagement.

Moreover, DEI and employee engagement are integral to NJR’s vision, strategy and business success.

Fostering an environment that values DEI and ethics helps create an organization that is able to embrace, leverage and respect the differences of employees, customers and the communities where we live, work and serve.

We are proud of the strides we have made in furthering our DEI strategy and increasing employee engagement.

NJR is committed to this journey and knows our success makes us stronger as a company and community.

Complementing our efforts are a DEI Council and our employee-led Business Resource Groups, cross-functional teams of employees whose core mission is to advance their own professional development and cultivate deeper connections with co-workers and communities.

NJR continues key programs focused on employee safety, leadership development, work-life balance, talent management, health and wellness and employee engagement.

Moreover, employee engagement is integral to NJR’s vision, strategy and business success.

Fostering an inclusive environment that values ethics helps create an organization that is able to embrace, leverage and respect the differences of employees, customers and the communities where we live, work and serve.

We are proud of the strides we have made in increasing employee engagement.

Complementing our efforts are our employee-led Business Resource Groups, cross-functional teams of employees whose core mission is to advance their own professional development and cultivate deeper connections with co-workers and communities.

NJR periodically evaluates employees and their productivity against future demand expectations and historical trends.

NJR employees continue to maintain high levels of engagement, satisfaction and retention according to NJR’s most recent employee survey conducted in October 2023.

NJR conducts an annual employee survey designed to help the Company measure overall employee engagement.

The feedback employees provide through the survey helps NJR evaluate the Company’s culture and the employee experience and monitor its current practices for potential areas of improvement.

NJR employees continue to maintain high levels of engagement, satisfaction and retention according to NJR’s most recent survey conducted in March 2025.

NJR Board of Directors’ Role in Human Capital Resource Management

1 unchanged sentence

We pride ourselves on a culture that is innovative, talent- and team-focused and inclusive.

Management regularly reports to the LDCC of the Board of Directors on human capital management topics, including corporate culture, DEI, employee development, compensation and benefits.

Management regularly reports to the LDCC of the Board of Directors on human capital management topics, including corporate culture, employee development, compensation and benefits.

The LDCC maintains oversight of matters related to human capital management, including talent retention, development and succession planning, and the Board of Directors provides input on important decisions in each of these areas.

NJR conducts an annual employee survey, which is reviewed by the LDCC, designed to help the Company measure overall employee engagement.

The feedback employees provide through the survey helps NJR evaluate the Company’s culture and the employee experience and monitor its current practices for potential areas of improvement.

The annual employee survey is reviewed by the LDCC as part of its oversight of employee engagement and NJR’s corporate culture.

Employee Benefits

1 unchanged sentence

These benefits are designed to attract and retain our employees and include medical, vision and dental insurance, short- and long-term disability insurance, accidental death and disability insurance, travel and accident insurance and our 401(k) Plan.

As part of the 401(k) Plan, NJR has matched 85% of the first 6% of base compensation contributed by the employee into the 401(k) Plan, subject to the Internal Revenue Code and NJR’s 401(k) Plan limits.

Beginning on March 6, 2024, NJR’s contribution changed to 100% of the first 3% and 80% of the next 3% of base compensation.

As part of the 401(k) Plan, NJR matches 100% of the first 3% and 80% of the next 3% of base compensation contributed by the employee into the 401(k) Plan, subject to the Internal Revenue Code and NJR’s 401(k) Plan limits.

Additionally, for employees who are not eligible to participate in the defined benefit plans, NJR annually contributes between 4% and 5% of base compensation, depending upon years of service, into the 401(k) Plan on their behalf.

30 unchanged sentences

Westhoven 57 2004 President and CEO (October 2019 - present)

President and Chief Operating Office (October 2018 - September 2019)

Roberto Bel 51 2019 Senior Vice President and Chief Financial Officer (January 2022 - present)

Roberto Bel 52 2019 SVP and Chief Financial Officer (January 2022 - present)

Vice President, Treasury and Investor Relations (April 2019 - December 2021)

Migliaccio 50 2013 Senior Vice President and Chief Operating Officer (January 2022 - present)

Senior Vice President and Chief Financial Officer (January 2016 - December 2021)

Amy Cradic 53 2018 Senior Vice President and Chief Operating Officer of Nonutility Businesses, Strategy and External Affairs (March 2020 - present)

Vice President, Corporate Strategy and External Affairs (January 2020 – February 2020)

Vice President, Government Affairs and Policy (January 2018 – December 2019)

Richard Reich 49 2016 Senior Vice President and General Counsel (June 2022 - present)

Senior Vice President, General Counsel and Corporate Secretary (September 2021 - June 2022)

Migliaccio 51 2013 SVP and Chief Operating Officer (January 2022 - present)

SVP and Chief Financial Officer (January 2016 - December 2021)

Amy Cradic 54 2018 SVP and Chief Operating Officer of Nonutility Businesses, Strategy and External Affairs (March 2020 - present)

Richard Reich 50 2016 SVP and General Counsel (June 2022 - present)

SVP, General Counsel and Corporate Secretary (September 2021 - June 2022)

Corporate Secretary and Assistant General Counsel (January 2016 - September 2021)

Lori DelGiudice 49 2023 Senior Vice President, Human Resources (November 2022 - present)

Lori DelGiudice 50 2023 SVP, Human Resources (November 2022 - present)

Vice President of Human Resources for Honeywell Advanced Materials (September 2017 - October 2022)

Jacqueline K.

Shea 60 2016 Senior Vice President and CIO (January 2023 - present)

Shea 61 2016 SVP and CIO (January 2023 - present)

Vice President and CIO (June 2016 - December 2022)

28 unchanged sentences

Any such legislation could direct and/or restrict the operation and raise the costs of our energy delivery infrastructure as well as the distribution of natural gas to our customers.

Uncertainties associated with our pipeline of projects could adversely affect our business, results of operations, financial condition and cash flows.

Uncertainties associated with our queue of projects could adversely affect our business, results of operations, financial condition and cash flows.

Business development projects involve many risks.

We are currently engaged in business development projects, including projects in various stages of development tied to decarbonization efforts.

We are currently engaged in business development projects, including projects in various stages of development tied to renewable energy and decarbonization efforts.

Timely completion of our projects is subject to certain risks, including those related to regulatory proceedings regarding permitting and adverse outcomes from legal challenges related to the projects’ authorizations from federal and state regulatory agencies.

16 unchanged sentences

Any of the foregoing risks, if realized, could result in business development efforts failing to produce expected financial results and the project investment becoming impaired, and such failure or impairment could have an adverse effect on our business, results of operations, financial condition and cash flows.

New Jersey Resources Corporation

RISK FACTORS (Continued)

ES’s earnings and cash flows are dependent upon optimization of its contractual assets.

ES’s earnings and cash flows are based, in part, on its ability to optimize its portfolio of contractually based natural gas storage and pipeline assets.

The optimization strategy involves utilizing its physical assets to take advantage of differences in natural gas prices between geographic locations and/or time periods.

Any change among various pricing points could affect these differentials.

In addition, significant increases in the supply of natural gas in ES’s market areas, including as a result of increased production along the Marcellus Shale, can reduce ES’s ability to take advantage of pricing fluctuations in the future.

Changes in pricing dynamics and supply could have an adverse impact on ES’s optimization activities, earnings and cash flows.

ES incurs fixed demand fees to acquire its contractual rights to transportation and storage assets.

Should commodity prices at various locations or time periods change in such a way that ES is not able to recoup these costs from its customers, the cash flows and earnings at ES, and ultimately the Company, could be adversely impacted.

NJNG and ES rely on storage, transportation assets and suppliers, which they do not own or control, to deliver natural gas, which may affect their ability to deliver their products and services.

NJNG and ES depend on natural gas pipelines and other transportation and storage facilities owned and operated by third parties to deliver natural gas to wholesale and retail markets and to provide retail energy services to customers.

Their ability to provide natural gas for their present and projected sales will depend upon their suppliers’ ability to obtain and deliver additional supplies of natural gas, as well as NJNG’s ability to acquire supplies directly from new sources.

Factors beyond the control of NJNG, its suppliers and the independent suppliers that have obligations to provide natural gas to certain NJNG customers may affect NJNG’s ability to deliver such supplies.

These factors include other parties’ control over the drilling of new wells and the facilities to transport natural gas to NJNG’s citygate stations;

development of additional interstate pipeline infrastructure;

availability of supply sources;

third-party pipelines or other midstream facilities interconnected to our gathering or transportation system, such as the TETCO or Transcontinental Pipeline, becoming partially or fully unavailable;

competition for the acquisition of natural gas;

priority allocations;

impact of severe weather disruptions to natural gas supplies;

and the regulatory and pricing policies of federal and state regulatory agencies.

Energy deregulation legislation may increase competition among natural gas utilities and impact the quantities of natural gas requirements needed for sales service.

ES also relies on a firm supply source to meet its energy management obligations to its customers.

If supply, transportation or storage is disrupted, including for reasons of force majeure, the ability of NJNG and ES to sell and deliver their products and services may be hindered.

As a result, they may be responsible for damages incurred by their customers, such as the additional cost of acquiring alternative supply at then-current market rates.

Particularly for ES, these conditions could have a material impact on our financial condition, results of operations and cash flows.

Failure to attract and retain an appropriately qualified employee workforce could adversely affect operations.

Our ability to implement our business strategy and serve our customers is dependent upon our continuing ability to attract and retain talented professionals and a technically skilled workforce, and being able to transfer the knowledge and expertise of our workforce to new employees as our aging employees retire.

Failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor could adversely affect the ability to manage and operate our business.

Disputes with the Union over terms and conditions of the collective bargaining agreements could result in instability in our labor relationship and work stoppages that could impair the timely delivery of natural gas and other services from our utility and Home Services business, which could strain relationships with customers and state regulators and cause a loss of revenues that could adversely affect our results of operations.

Our collective bargaining agreements may also increase the cost of employing NJNG and Home Services workforce, affect our ability to continue offering market-based salaries and employee benefits, limit our flexibility in dealing with our workforce and limit our ability to change work rules and practices and implement other efficiency-related improvements to successfully compete in today’s challenging marketplace.

Our success depends upon our ability to attract, effectively transition, motivate and retain key employees and identify and develop talent to succeed senior management.

We depend on senior executive officers and other key personnel to develop, implement and execute on our overall business strategy.

The inability to recruit and retain or effectively transition key personnel or the unexpected loss of key personnel may adversely affect our operations.

Our operations are subject to certain risks incidental to handling, storing, transporting and providing customers with natural gas.

Our operations, including our natural gas vehicle refueling stations and LNG facilities, are subject to operating hazards and risks, including the handling, storing, transporting and providing customers with natural gas.

These risks include failure of the interstate pipeline system, explosions, pollution, release of toxic substances, fires, storms, safety issues and other adverse weather conditions and hazards, each of which could result in damage to or destruction of facilities or damage to persons and property.

We could suffer substantial losses should any of these events occur.

Although we maintain insurance coverage, insurance may not be sufficient to cover all material expenses related to these risks, and such insurance may be costly.

New Jersey Resources Corporation

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 1. Business