Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 15, 2023

NEW JERSEY RESOURCES CORPORATION

(Exact Name of registrant as specified in its charter)

New Jersey	001-08359	22-2376465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1415 Wyckoff Road Wall, New Jersey		07719
(Address of Principal Executive Offices)		(Zip Code)

(732) 938-1480

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $2.50 par value	NJR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 21, 2023, New Jersey Resources Corporation (the “Company”) issued a press release reporting financial results for the fourth fiscal quarter and fiscal year ended September 30, 2023 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Fiscal 2024 Officer Annual Incentive Plan

At its November 15, 2023 meeting, the Leadership Development and Compensation Committee (the “LDCC”) of the Board of Directors (the “Board”) of the Company approved several items relating to compensatory arrangements with its named executive officers (“NEOs”). The details of these approvals are outlined below.

On November 15, 2023, the LDCC approved the Company’s fiscal year 2024 Officer Annual Incentive Plan (the “2024 OIP”) for officers of the Company and its subsidiaries. For fiscal year 2024, each of the Company’s NEOs participate in the 2024 OIP. The objectives for the 2024 OIP are to maintain line of sight for each executive officer by providing them with an understanding of their individual objectives and how they could be achieved based on areas that they impact, continue the linkage to corporate results and provide flexibility to determine awards based on qualitative performance assessments.

The performance criteria for receiving an annual incentive award under the 2024 OIP are net financial earnings (“NFE”), individual leadership and the Company’s “Commitment to Stakeholders” goals. Under the 2024 OIP, a performance hurdle based on the Company’s NFE for fiscal year 2024 must be met in order to be eligible to receive an award. Each of the NEO’s annual incentive awards under the 2024 OIP is based 50 percent on the Company’s NFE, 30 percent on the NEO achieving an individual leadership component and 20 percent on the Company meeting the goals of an overall “Commitment to Stakeholders” component. Under the 2024 OIP, the target annual incentive award opportunity for the NEOs, other than the President and Chief Executive Officer, ranges from 40 to 60 percent of base salary and the target annual incentive award opportunities for the President and Chief Executive Officer is 110 percent of base salary. Actual fiscal year 2024 cash incentive award payments under the 2024 OIP, if earned, could range from 0 percent up to 150 percent of this targeted amount for each of the NEOs. Amounts payable under the 2024 OIP that exceeded 100 percent of the target amount could be paid in full, or in part, in the form of restricted stock units (“RSUs”) and/or Deferred Retention Stock Units (“DRSUs”) based on the President and Chief Executive Officer’s recommendation and subsequent approval by the LDCC, or in the case of the President and Chief Executive Officer, based on the LDCC’s determination.

In addition, under the 2024 OIP, based upon the recommendations of the President and Chief Executive Officer, the LDCC reserves the ability to modify, based upon its qualitative assessment, any annual incentive award payable. In addition, the President and Chief Executive Officer, subject to LDCC approval, may recommend special recognition awards to NEOs who have made significant contributions and have demonstrated a sustained level of outstanding performance. The LDCC may approve special recognition awards to the President and Chief Executive Officer. The special recognition awards, if any, may be in the form of cash, RSUs or DRSUs.

Any award payable to an NEO under the 2024 OIP is subject to the Company’s compensation recoupment policies.

Long-Term Incentive Program Awards

Pursuant to grants made on November 15, 2023, the Board awarded (i) performance share units with performance criteria based upon the Company’s total shareholder return (“FY 2024 TSR Performance Share Units”) and with performance criteria based upon the Company’s cumulative NFE per share (“FY 2024 NFE Performance Share Units”) to each of the Company’s NEOs; (ii) RSUs to each of the NEOs, other than Mr. Stephen D. Westhoven; and (iii) performance-based RSUs with performance criteria based upon an NFE-based performance (“PBRSUs”) goal to Mr. Westhoven (such awards, collectively, the “Awards”), all pursuant to the Company’s 2017 Stock Award and Incentive Plan.

Performance Share Units

The FY 2024 TSR Performance Share Units vest, if at all, at the end of a 36-month performance period beginning on October 1, 2023, and ending on September 30, 2026, based on relative Company total shareholder return versus an established comparator group.

The FY 2024 NFE Performance Share Units vest, if at all, based upon the Company’s cumulative NFE per share over the 36-month period beginning on October 1, 2023, and ending on September 30, 2026.

On their vesting dates, the FY 2024 TSR Performance Share Units and FY 2024 NFE Performance Share Units are payable in shares of the Company’s common stock (“Common Stock”) in amounts ranging from zero to 150 percent of the number of granted performance share units. Additional shares of Common Stock may be awarded on the vesting dates with respect to the computed value of dividend equivalents accrued (measured against the Common Stock) during the performance measurement periods, subject to the Company’s achievement of prescribed performance goals. If the Company’s performance does not meet the minimum threshold level, no units will vest.

Restricted Stock Units

The RSUs awarded by the Company to the NEOs will accrue dividends and will vest in three equal installments on October 15, 2024, October 15, 2025 and October 15, 2026, subject to continued employment of the NEO, in each case except under certain conditions. The RSUs are payable in shares of the Company’s Common Stock.

Performance-Based Restricted Stock Units

The PBRSUs awarded to Mr. Westhoven will accrue dividends and may vest in up to three equal installments on September 30, 2024, September 30, 2025, and September 30, 2026, if the NFE-based performance goal for the fiscal year ending September 30, 2024 is achieved, and subject to his continued employment, except under certain conditions. The PBRSUs are payable in shares of the Company’s Common Stock.

Award Agreements

The foregoing descriptions of the forms of the FY 2024 Performance Share Units Agreement - TSR, the FY 2024 Performance Share Units Agreement (NFE), the FY 2024 Restricted Stock Units Agreement, and the FY 2024 Performance-based Restricted Stock Units Agreement (together, the “Award Agreements”), are qualified in their entirety by the terms and provisions of the Award Agreements, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

Earnings Presentation

The Company will deliver a presentation via live public webcast on November 21, 2023, at 10:00 a.m. ET. The slides to be used for the presentation are furnished herewith as Exhibit 99.2 and are incorporated by reference into Item 7.01 of this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit Number	Exhibit
10.1	FY 2024 Performance Share Units Agreement - TSR
10.2	FY 2024 Performance Share Units Agreement (NFE)
10.3	FY 2024 Restricted Stock Units Agreement
10.4	FY 2024 Performance-based Restricted Stock Units Agreement
99.1	Earnings Release dated November 21, 2023 (furnished, not filed)
99.2	Presentation dated November 21, 2023 (furnished, not filed)
104	Cover page in Inline XBRL format

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW JERSEY RESOURCES CORPORATION

Date: November 21, 2023	By:	/s/ Roberto F. Bel
		Roberto F. Bel
		Senior Vice President and Chief Financial Officer

Exhibit 10.1

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance Share Units Agreement – (TSR)

This Performance Share Units Agreement (the “Agreement”), which includes the attached “Terms and Conditions of Performance Share Units” (the “Terms and Conditions”) and the attached Exhibit A captioned “Performance Goal and Earning of Performance Share Units”, confirms the grant on November __, 2023 (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Company”), to _____________ (“Employee”), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the “Plan”), of Performance Share Units (the “Performance Share Units”), including rights to Dividend Equivalents as specified herein, as follows:

Target Number Granted: _______ Performance Share Units (“Target Number”)

How Performance Share Units are Earned and Vest: The Performance Share Units, if not previously forfeited, (i) will be earned, if and to the extent that the Performance Goal defined on Exhibit A to this Agreement is achieved, with the corresponding number of Performance Share Units earned (ranging from 0% to 150% of the Target Number) as specified on Exhibit A, on the date set forth on Exhibit A (the “Earning Date”) and (ii) will vest as to the number of Performance Share Units earned if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Earning Date (the “Stated Vesting Date”). To the extent vested, all earned Performance Share Units shall be settled within 60 days after the Stated Vesting Date. In addition, if not previously forfeited or payable, upon a Change in Control prior to the Stated Vesting Date, the Performance Share Units (i) will be earned in an amount equal to (A) the Target Number of the Performance Share Units if the Change in Control occurs within the first 12 months of the 36-month earning period specified on Exhibit A or (B) the number of Performance Share Units that would have been earned based upon the actual level of achievement if the performance period had ended at the date of the Change in Control if the Change in Control occurs within the last 24 months of the 36-month earning period specified on Exhibit A and (ii) will (A) immediately vest on the Change in Control with respect to such earned Performance Share Units and will be settled within 60 days thereafter, if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Change in Control and no provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control, or (B) vest on the Stated Vesting Date with respect to such earned Performance Share Units and will be settled within 60 days thereafter, if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Stated Vesting Date and provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control. In addition, if not previously forfeited or payable, the Performance Share Units will become vested upon the occurrence of certain events relating to Employee’s Termination of Employment to the extent provided in Section 4 of the attached Terms and Conditions, and such vested Performance Share Units will continue to be subject to the Performance Goal and will be eligible to be earned if and to the extent that the Performance Goal is achieved or there is a Change in Control prior to the Stated Vesting Date and settled in accordance with Section 6(a) hereof. The terms “vest” and “vesting” mean that the Performance Share Units have become non-forfeitable in relation to Employee’s employment but may continue to be subject to a substantial risk of forfeiture based on the Performance Goal to the extent provided in Section 4 of the attached Terms and Conditions. If the Performance Goal is not met (or not fully met), and no Change in Control occurs within the first 12 months of the 36-month earning period specified on Exhibit A, the Performance Share Units (or the unearned portion of the Performance Share Units) will be immediately forfeited (whether vested or not). If Employee has a Termination of Employment prior to the Stated Vesting Date and the Performance Share Units are not otherwise vested by that date, the Performance Share Units will be immediately forfeited except as otherwise provided in Section 4 of the attached Terms and Conditions. Forfeited Performance Share Units cease to be outstanding and in no event will thereafter result in any delivery of shares of Stock to Employee.

Performance Goal and Earning Date: The Performance Goal and Earning Date, and the number of Performance Share Units earned for specified levels of performance at the Earning Date, shall be as specified in Exhibit A hereto.

Settlement: Performance Share Units that are to be settled hereunder, including Performance Share Units credited as a result of Dividend Equivalents, will be settled by delivery of one share of Stock, for each Performance Share Unit being settled. Settlement shall occur at the time specified above and in Section 6(a) of the attached Terms and Conditions.

Further Conditions to Settlement: Notwithstanding any other provision of this Agreement, except as otherwise set forth below, the Company’s obligation to settle the Performance Share Units and Employee’s right to distribution of the Performance Share Units will be forfeited immediately upon the occurrence of any one or more of the following events (defined terms are attached hereto as Exhibit B):

(a) Competitive Employment. In the event that Employee, prior to full settlement of the Performance Share Units and within the Restricted Territory, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, performs services of the type which are the same as or similar to those conducted, authorized, offered or provided by Employee to the Company within the last 24 months, and which support business activities which compete with the Business of the Company.

(b) Recruitment of Company Employees and Contractors. In the event that Employee, prior to full settlement of the Performance Share Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits or induces any employee or independent contractor of the Company with whom Employee had Material Contact to terminate or lessen such employment or contract with the Company.

(c) Solicitation of Company Customers. In the event that Employee, prior to full settlement of the Performance Share Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective customers of the Company with whom Employee had Material Contact for the purpose of selling any products or services which compete with the Business of the Company.

(d) Solicitation of Company Vendors. In the event that Employee, prior to full settlement of the Performance Share Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective vendor of the Company with whom Employee had Material Contact for the purpose of purchasing products or services to support business activities which compete with the Business of the Company.

(e) Breach of Confidentiality. In the event that Employee, at any time prior to full settlement of the Performance Share Units, directly or indirectly, divulges or makes use of any Confidential Information or Trade Secrets of the Company other than in the performance of Employee’s duties for the Company. This provision does not limit the remedies available to the Company under common or statutory law as to trade secrets or other forms of confidential information, which may impose longer duties of non-disclosure and provide for injunctive relief and damages. Notwithstanding anything herein to the contrary, nothing herein is intended to or will be used in any way to prevent Employee from providing truthful testimony under oath in a judicial or administrative proceeding or to limit Employee’s right to communicate with a government agency, as provided for, protected under or warranted by applicable law. The Employee further understands nothing herein limits the Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission (‘Government Agencies”). Nothing herein limits the Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by the Government Agency, including providing documents or information without notice to the Company. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agency. Notwithstanding anything herein to the contrary, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Employee files a lawsuit for retaliation for reporting a suspected violation of law, the Employee may disclose the Trade Secret to his or her attorney and use the Trade Secret information in the court proceeding, as long as the Employee files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.

(f) Return of Property and Information. In the event that prior to full settlement of the Performance Share Units Employee fails to return all of the Company’s property and information (whether confidential or not) within Employee’s possession or control within seven (7) calendar days following the termination or resignation of Employee from employment with the Company. Such property and information includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to Employee or which Employee has developed or collected in the scope of Employee’s employment with the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Employee shall certify in writing that Employee has complied with this provision, and has permanently deleted all Company information from any computers or other electronic storage devices or media owned by Employee. Employee may only retain information relating to the Employee’s benefit plans and compensation to the extent needed to prepare Employee’s tax returns.

(g) Disparagement. In the event that prior to full settlement of the Performance Share Units Employee makes any statements, either verbally or in writing, that are disparaging with regard to the Company or any of its subsidiaries or their respective executives and Board members.

(h) Failure to Provide Information. In the event that prior to full settlement of the Performance Share Units Employee fails to promptly and fully respond to requests for information from the Company regarding Employee’s compliance with any of the foregoing conditions.

If it is determined by the Leadership Development and Compensation Committee of the Company’s Board of Directors, in its sole discretion, that any of the foregoing events have occurred prior to full settlement of the Performance Share Units, any unpaid portion of the Performance Share Units will be forfeited without any compensation therefor, provided, however, that none of the foregoing conditions shall restrict any Employee who is a lawyer from practicing law. To the extent any such condition would restrict any Employee who is a lawyer from practicing law or would penalize the Employee for practicing law, such condition shall not be effective and the Leadership Development and Compensation Committee may not forfeit any of the Performance Share Units on account therefor.

The Performance Share Units are subject to the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Performance Share Units attached hereto and deemed a part hereof. The number of Performance Share Units and the kind of shares deliverable in settlement and other terms and conditions of the Performance Share Units are subject to adjustment in accordance with Section 5 of the attached Terms and Conditions and Section 11(c) of the Plan.

Employee acknowledges and agrees that (i) the Performance Share Units are nontransferable, except as provided in Section 3 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Performance Share Units are subject to forfeiture in the event of Employee’s Termination of Employment in certain circumstances prior to vesting, as specified in Section 4 of the attached Terms and Conditions, (iii) the foregoing conditions shall apply to the Performance Share Units prior to settlement and (iv) sales of shares of Stock delivered upon settlement of the Performance Share Units will be subject to any Company policy regulating trading by employees.

Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer thereunto duly authorized.

	NEW JERSEY RESOURCES CORPORATION

	By:
			[NAME]
			[Title]

	EMPLOYEE

			[NAME]
			[Title]

TERMS AND CONDITIONS OF PERFORMANCE SHARE UNITS

The following Terms and Conditions apply to the Performance Share Units granted to Employee by NEW JERSEY RESOURCES CORPORATION (the “Company”) and Performance Share Units resulting from Dividend Equivalents (as defined below), if any, as specified in the Performance Share Units Agreement (of which these Terms and Conditions form a part). Certain terms of the Performance Share Units, including the number of Performance Share Units granted, vesting date(s) and settlement date, are set forth on the cover page hereto and Exhibit A, which are an integral part of this Agreement.

1. General. The Performance Share Units are granted to Employee under the Company’s 2017 Stock Award and Incentive Plan (the “Plan”), which has been previously delivered to Employee and/or is available upon request to the Corporate Benefits Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Performance Share Stock Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations relating to the Plan and grants thereunder of the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) made from time to time.

2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of Performance Share Units then credited to Employee hereunder as a result of such grant of Performance Share Units and any crediting of additional Performance Share Units to Employee pursuant to dividends paid on shares of Stock under Section 5 hereof (“Dividend Equivalents”).

3. Nontransferability. Until Performance Share Units are settled by delivery of shares of Stock in accordance with the terms of this Agreement, Employee may not transfer Performance Share Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 11(b) of the Plan. This restriction on transfer precludes any sale, assignment, pledge or other encumbrance or disposition of the Performance Share Units (except for forfeitures to the Company).

4. Termination of Employment. The following provisions will govern the earning, vesting and forfeiture of the Performance Share Units that are outstanding at the time of Employee’s Termination of Employment (as defined below) (i) by the Company without Cause (as defined below) or by the Employee for Good Reason (as defined below), in either case during the CIC Protection Period (as defined below), or (ii) due to death, Disability (as defined below) or Retirement (as defined below), unless otherwise determined by the Committee (subject to Section 8(e) hereof):

(a) Termination by the Company or by the Employee in Certain Events. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date, by the Company without Cause within the CIC Protection Period and other than for Disability or Retirement, or by Employee for Good Reason within the CIC Protection Period, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion (as defined below) of the Performance Share Units, to the extent earned previously (upon a Change in Control where provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control or otherwise), to the extent not vested previously, and such earned and vested Performance Share Units will be settled in accordance with Section 6(a) hereof. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date, (i) by the Company for Cause and other than for Disability or Retirement, (ii) by the Company for any reason other than Disability or Retirement prior to or after the CIC Protection Period, (iii) by Employee (other than for Good Reason within the CIC Protection Period or upon Retirement), or (iv) by Employee (other than upon Retirement) before or after the CIC Protection Period, the portion of the then-outstanding Performance Share Units not earned and vested at the date of Employee’s Termination of Employment will be forfeited.

(b) Death, Disability or Retirement. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date and before a Change in Control, due to Employee’s death, Disability or Retirement, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion (as defined below) of the Performance Share Units, to the extent not earned previously, that may become earned on the Earning Date, to the extent not previously vested, and such vested Performance Share Units will continue to be subject to the Performance Goal and will be eligible to be earned if and to the extent that the Performance Goal is achieved or there is a Change in Control prior to the Stated Vesting Date and settled in accordance with Section 6(a) hereof. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date and on or after a Change in Control, due to Employee’s death, Disability or Retirement, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion of the Performance Share Units, to the extent earned previously (upon a Change in Control where provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control or otherwise), to the extent not vested previously, and such earned and vested Performance Share Units will be settled in accordance with Section 6(a) hereof. Any portion of the then-outstanding Performance Share Units not vested at or before the date of Employee's Termination of Employment will be forfeited.

(i) “Cause” has the same definition as under any employment or similar agreement between the Company and Employee or, if no such agreement exists or if such agreement does not contain any such definition, Cause means (i) Employee’s conviction of a felony or the entering by Employee of a plea of nolo contendere to a felony charge, (ii) Employee’s gross neglect, willful malfeasance or willful gross misconduct in connection with his or her employment which has had a significant adverse effect on the business of the Company and its subsidiaries, unless Employee reasonably believed in good faith that such act or non-act was in or not opposed to the best interest of the Company, or (iii) repeated material violations by Employee of the duties and obligations of Employee’s position with the Company which have continued after written notice thereof from the Company, which violations are demonstrably willful and deliberate on Employee’s part and which result in material damage to the Company’s business or reputation.

(ii) “CIC Protection Period” means the two-year period beginning on the date of a Change in Control and ending on the day before the second annual anniversary of the date of the Change in Control.

(iii) “Disability” means Employee has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations of his employment because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of at least six consecutive months. The Company and Employee shall agree on the identity of a physician to resolve any question as to Employee’s disability. If the Company and Employee cannot agree on the physician to make such determination, then the Company and Employee shall each select a physician and those physicians shall jointly select a third physician, who shall make the determination. The determination of any such physician shall be final and conclusive for all purposes of this Agreement. Only the Company can initiate a Termination of Employment due to Disability.

(iv) “Good Reason” has the same definition as under any employment or similar agreement between the Company and Employee; but, if no such agreement exists or if any such agreement does not contain or reference any such definition, Good Reason shall not apply to the Employee for purposes of this Agreement.

(v) “Pro Rata Portion” means a fraction, the numerator of which is the number of days from the first day of the 36-month earning period specified on Exhibit A to the date of Employee’s Termination of Employment due to Employee’s death, Disability or Retirement, or by the Company without Cause within the CIC Protection Period and other than for Disability or Retirement or by Employee for Good Reason within the CIC Protection Period, and the denominator of which is the number of days from the first day of such 36-month earning period to the Earning Date.

(vi) “Retirement” means the Employee has attained age 65, or age 55 with 20 or more years of service.

(vii) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the Company or Section 424(f) Corporation is at least a 50% equity participant.

(viii) “Termination of Employment” and “Termination” means the earliest time at which Employee is not employed by the Company or a Subsidiary of the Company.

(d) Termination by the Company for Cause. In the event of Employee’s Termination of Employment by the Company for Cause, the portion of the then-outstanding Performance Share Units not earned and vested prior to such time will be forfeited immediately upon notice to Employee that the Company is terminating the Employee’s employment for Cause.

5. Dividend Equivalents and Adjustments.

(a) Dividend Equivalents. Dividend Equivalents will be credited on Performance Share Units (other than Performance Share Units that, at the relevant record date, previously have been settled or forfeited) and deemed converted into additional Performance Share Units. Dividend Equivalents will be credited as follows, except that the Company may vary the manner of crediting (for example, by crediting cash dividend equivalents rather than additional Performance Share Units) for administrative convenience:

(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of cash, then additional Performance Share Units shall be credited to Employee’s Account as of the payment date of such cash dividend or distribution (or settled as of the payment date of such cash dividend or distribution if the Performance Share Units are to be settled before the payment date) equal to the number of Performance Share Units credited to the Account as of the relevant record date multiplied by the amount of cash paid per share of Stock in such dividend or distribution divided by the Fair Market Value of a share of Stock at the payment date for such dividend or distribution.

(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of property other than shares of Stock, then a number of additional Performance Share Units shall be credited to Employee’s Account as of the payment date of such cash dividend or distribution (or settled as of the payment date of such cash dividend or distribution if the Performance Share Units are to be settled before the payment date) equal to the number of Performance Share Units credited to the Account as of the record date for such dividend or distribution multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding share of Stock at such payment date, divided by the Fair Market Value of a share of Stock at such payment date for such dividend or distribution.

(iii) Share Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of Stock in the form of additional shares of Stock, or there occurs a forward split of shares of Stock, then a number of additional Performance Share Units shall be credited to Employee’s Account as of the payment date for such dividend or distribution or forward split (or settled as of the payment date for such dividend or distribution or forward split if the Performance Share Units are to be settled before the payment date) equal to the number of Performance Share Units credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional shares of Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Stock.

(b) Adjustments. The number of Performance Share Units credited to Employee’s Account shall be appropriately adjusted in order to prevent dilution or enlargement of Employee’s rights with respect to Performance Share Units or to reflect any changes in the number of outstanding shares of Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Performance Share Units credited to Employee in connection with such event under Section 5(a) hereof. In furtherance of the foregoing, in the event of an equity restructuring, as defined in ASC Topic 718, which affects the shares of Stock, Employee shall have a legal right to an adjustment to Employee’s Performance Share Units which shall preserve without enlarging the value of the Performance Share Units, with the manner of such adjustment to be determined by the Committee in its discretion. All adjustments will be made in a manner as to maintain the Performance Share Unit’s exemption from Code Section 409A or, to the extent Code Section 409A applies, to comply with Code Section 409A. Any adjustments shall be subject to the requirements and restrictions set forth in Section 11(c) of the Plan.

(c) Risk of Forfeiture and Settlement of Performance Share Units Resulting from Dividend Equivalents and Adjustments. Performance Share Units which directly or indirectly result from Dividend Equivalents on or adjustments to Performance Share Units granted hereunder shall be subject to the same risk of forfeiture and other conditions as apply to the granted Performance Share Units with respect to which the Dividend Equivalents or adjustments related and will be settled at the same time as such related Performance Share Units (unless the Performance Share Units are to be settled prior to the payment date of the Dividend Equivalents or the date of such adjustments, in which case the Dividend Equivalents or adjustments will be settled at the payment date of the dividends or the date of such adjustments (and in no event later than 60 days after the Performance Share Units otherwise are to be settled)).

6. Settlement and Deferral.

(a) Settlement Date. Except as otherwise set forth above under “Further Conditions to Settlement,” Performance Share Units granted hereunder that have become earned and vested, together with Performance Share Units credited as a result of Dividend Equivalents with respect thereto, to the extent earned and vested, shall be settled by delivery of one share of Stock for each Performance Share Unit being settled at the time specified herein. Settlement of earned and vested Performance Share Units granted hereunder shall occur at the Earning Date (with shares to be delivered within 60 days after the Earning Date); provided, however, that settlement of earned and vested Performance Share Units shall occur within 60 days after a Change in Control if no provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control; and provided further, that settlement shall be deferred if so elected by Employee in accordance with Section 6(b) hereof subject to Section 6(c) hereof. Settlement of Performance Share Units which directly or indirectly result from Dividend Equivalents on Performance Share Units granted hereunder generally shall occur at the time of settlement of the related Performance Share Units except as otherwise described above.

(b) Elective Deferral. The Committee may determine to permit Employee to elect to defer settlement (or re-defer) if such election would be permissible under Section 11(k) of the Plan and Code Section 409A. In addition to any applicable requirements under Code Section 409A, any such deferral election shall be made only while Employee remains employed and at a time permitted under Code Section 409A. The form under which an election is made shall set forth the time and form of payment of such amount deferred. Any amount deferred shall be subject to a 6 month delay upon payment if required under Section 11(k)(i)(F) of the Plan. Any elective deferral will be subject to such additional terms and conditions as the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, may reasonably impose.

(c) Compliance with Code Section 409A. Other provisions of this Agreement notwithstanding, because the Performance Share Units will constitute a "deferral of compensation" under Section 409A of the Code (“Code Section 409A”) as presently in effect or hereafter amended (i.e., the Performance Share Units are not excluded or exempted under Code Section 409A or a regulation or other official governmental guidance thereunder; Note: an elective deferral under Section 6(b) would cause the Performance Share Units, if not already, to be a deferral of compensation subject to Code Section 409A after the deferral), such Performance Share Units will be considered a 409A Award under the Plan and, shall be subject to the additional requirements set forth in Section 11(k) of the Plan including without limitation that (i) Termination of Employment shall be construed consistent with the meaning of a Separation from Service and (ii) a Change in Control under the Agreement shall be construed consistent with the meaning of a 409A Ownership/Control Change.

7. Employee Representations and Warranties Upon Settlement. As a condition to the settlement of the Performance Share Units, the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation and (ii) to execute a release from claims against the Company arising at or before the date of the release, in such form as may be specified by the Company, and not revoke such release prior the expiration of any applicable revocation period, all within 60 days after Termination of Employment.

8. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Performance Share Units, and supersedes any prior agreements or documents with respect to the Performance Share Units. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Performance Share Units shall be valid unless expressed in a written instrument executed by Employee.

(b) No Promise of Employment. The Performance Share Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

(c) Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with the laws (including those governing contracts) of the state of New Jersey, without giving effect to principles of conflicts of laws, and applicable federal law.

(d) Fractional Performance Share Units and Shares. The number of Performance Share Units credited to Employee’s Account shall include fractional Performance Share Units calculated to at least three decimal places, unless otherwise determined by the Committee. Unless settlement is effected through a third-party broker or agent that can accommodate fractional shares (without requiring issuance of a fractional Share by the Company), upon settlement of the Performance Share Units, the Committee, in its sole discretion, may either (i) round the fractional share to be delivered up to a whole Share or (ii) provide that Employee shall be paid, in cash, an amount equal to the value of any fractional Share that would have otherwise been deliverable in settlement of such Performance Share Units.

(e) Mandatory Tax Withholding. Unless otherwise determined by the Committee, or Employee has elected at least 90 days prior to payout to satisfy the tax obligations in cash by other means, at the time of vesting and/or settlement the Company will withhold first from any cash payable and then from any shares of Stock deliverable in settlement of the Performance Share Units, in accordance with Section 11(d)(i) of the Plan, the number of whole shares of Stock having a value nearest to, but not exceeding, the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations (only with respect to the minimum number of Shares necessary to satisfy statutory withholding requirements, unless withholding of any additional number of Shares will not result in additional accounting expense to the Company and is permitted by the Committee), and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such minimum withholding taxes that may be due upon vesting or settlement of Performance Share Units.

(f) Statements. An individual statement of each Employee’s Account will be issued to Employee at such times as may be determined by the Company. Such a statement shall reflect the number of Performance Share Units credited to Employee’s Account, transactions therein during the period covered by the statement, and other information deemed relevant by the Company. Such a statement may be combined with or include information regarding other plans and compensatory arrangements. Employee’s statements shall be deemed a part of this Agreement, and shall evidence the Company’s obligations in respect of Performance Share Units, including the number of Performance Share Units credited as a result of Dividend Equivalents (if any). Any statement containing an error shall not, however, represent a binding obligation to the extent of such error, notwithstanding the inclusion of such statement as part of this Agreement.

(g) Unfunded Obligations. The grant of the Performance Share Units and any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

(h) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, and any notice to Employee shall be addressed to Employee at Employee’s address as then appearing in the records of the Company.

(i) Shareholder Rights. Employee and any Beneficiary shall not have any rights with respect to shares of Stock (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares of Stock except as otherwise specified herein. Specifically, Performance Share Units represent a contractual right to receive shares of Stock in the future, subject to the terms and conditions of this Agreement and the Plan, and do not represent ownership of shares of Stock at any time before the settlement of this Award and actual issuance of the shares of Stock.

Exhibit A

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance Goal and Earning of Performance Share Units

The number of Performance Share Units earned by Participant shall be determined as of September 30, 2026 (the “Earning Date”), based on the Company’s “Total Shareholder Return Performance” in the 36-month period ending at the Earning Date as compared against an established group of comparable companies (the “Comparison Group”) selected by the Committee and shown below. The number of Performance Share Units earned will be determined based on the following grid:

Relative Total Shareholder Return
Company Relative Total Shareholder Return Performance — Percentile Achieved	Performance Share Units Earned as Percentage of Target Performance Share Units
Less than 25^th		0	%
25^th (threshold)		40	%
55^th (target)		100	%
80^th and above (maximum)		150	%

Total Shareholder Return (or “TSR”), expressed as a percentage, shall be computed as follows:

TSR = (Price_end − Price_begin + Dividends) / Price_begin

Price_begin = the average of the closing share price of the Stock over the 20 trading days beginning October 1, 2023.

Price_end = the average of the closing share price of the Stock over the 20 trading days ending September 30, 2026.

Dividends = dividends or other distributions paid to shareholders with respect to the Stock with ex-dividend dates falling within the 36-month period between October 1, 2023 and September 30, 2026 (with such dividends and other distributions deemed reinvested in shares of Stock as of the ex-dividend date based on the Price of the Stock on the ex-dividend date where not paid in shares of Stock).

Price = the closing price of the Stock as of the applicable date.

Upon achievement of Total Shareholder Return at a percentile between any two specified percentiles, the Performance Share Units earned will be mathematically interpolated on a straight-line basis.

Determinations of the Committee regarding Total Shareholder Return performance, such performance as a percentile within the Comparison Group, the resulting Performance Share Units earned and vested and related matters will be final and binding on Participant.

Companies shall be removed from the Comparison Group if they undergo a Specified Corporate Change. A company that is removed from the Comparison Group before the Earning Date will not be included at all in the computation of Total Shareholder Return. A company in the Comparison Group will be deemed to have undergone a “Specified Corporate Change” if it:

ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system, unless such cessation of such listing is due to a low stock price or low trading volume; or

has gone private; or

has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or

has been acquired by another company (whether by a peer company or otherwise, but not including internal reorganizations), or has sold all or substantially all of its assets.

The Company shall rely on press releases, public filings, website postings, and other reasonably reliable information available regarding a peer company in making a determination that a Specified Corporate Change has occurred.

The Committee shall determine a reasonable methodology for dealing with companies in the Comparison Group that cease to be engaged in a business comparable to that of the Company. Additionally, TSR will be -100% if a company: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations. Total Shareholder Return shall be calculated in a manner that reflects the economic return to shareholders, such that any equity restructuring of the Company or any company in the Comparison Group shall not have the effect of enlarging or reducing the rights of Employee except to the extent of its effects on the real economic return of a shareholder.

Determinations of the Committee regarding Total Shareholder Return performance, in the case of a Change in Control or Employee’s Termination due to death prior to the Earning Date, shall be made as if the performance period had ended at the date of the Change in Control or Termination of Employment due to death, as applicable.

The Comparison Group

Atmos Energy Corporation

Avista Corp.

Black Hills Corporation

CenterPoint Energy, Inc.

Chesapeake Utilities Corporation

CMS Energy Corp.

National Fuel Gas Company

NiSource Inc.

Northwest Natural Gas Company

Northwestern Corporation

ONE Gas, Inc.

Southwest Gas Corporation

Spire Inc.

UGI Corporation

Exhibit B

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Definitions Under Further Conditions to Settlement

“Business of the Company” means the following areas of its business which are selected below, which Employee acknowledges are areas of the Company’s business in which Employee has responsibilities:

(check as applicable)

___

Natural Gas Distribution: Consists of New Jersey Natural Gas Company (“NJNG”), a natural gas utility company that provides regulated retail natural gas service to residential and commercial customers in central and northern New Jersey and participates in the off-system sales and capacity release markets, and is developing a broad range of strategies to decarbonize its operations, including clean fuels and behind the meter solutions.

___

Energy Services: Maintains and transacts around a portfolio of physical assets consisting of natural gas storage and transportation contracts and also provides wholesale energy management services to other energy companies and natural gas producers in market areas including states from the Gulf Coast and Mid-continent regions to the Appalachian and Northeast regions, the West Coast and Canada.

___

Clean Energy Ventures: Investor, owner, and operator in the renewable energy sector, including, but not limited to, investments in residential and commercial rooftop and ground mount solar systems.

___

Storage and Transportation: Includes investments in natural gas transportation and storage assets and is comprised of the following: Steckman Ridge, which is a partnership that owns and operates a 17.7 Bcf natural gas storage facility, with up to 12 Bcf working capacity, in western Pennsylvania that is 50 percent owned by a Company Subsidiary; Leaf River Energy Center, a natural gas storage facility located in southeastern Mississippi with a combined working natural gas storage capacity of 32.2 million dekatherms; and Adelphia Gateway, an 84-mile pipeline in southeastern Pennsylvania and Delaware.

___

Home Services: Consists of NJR Home Services Company, which provides Heating, Ventilating, and Air Conditioning (“HVAC”) service, sales and installation of appliances, as well as installation of solar equipment and plumbing services.

“Confidential Information” means all valuable and/or proprietary information (in oral, written, electronic or other forms) belonging to or pertaining to the Company, its customers and vendors, that is not generally known or publicly available, and which would be useful to competitors of the Company or otherwise damaging to the Company if disclosed. Confidential Information may include, but is not necessarily limited to: (i) the identity of the Company’s customers or potential customers, their purchasing histories, and the terms or proposed terms upon which the Company offers or may offer its products and services to such customers, (ii) the identity of the Company’s vendors or potential vendors, and the terms or proposed terms upon which the Company may purchase products and services from such vendors, (iii) technology used by the Company to provide its services, (iv) the terms and conditions upon which the Company employs its employees and independent contractors, (v) marketing and/or business plans and strategies, (vi) financial reports and analyses regarding the revenues, expenses, profitability and operations of the Company, and (vii) information provided to the Company by customers and other third parties under a duty to maintain the confidentiality of such information. Notwithstanding the foregoing, Confidential Information does not include information that: (i) has been voluntarily disclosed to the public by Company or any Employer, except where such public disclosure has been made by Employee without authorization from Company or Employer; (ii) has been independently developed and disclosed by others, or (iii) which has otherwise entered the public domain through lawful means. Confidential Information also does not include information related to any claim of sexual harassment or sexual assault and nothing herein restricts the disclosure of such information. Nothing herein shall prohibit, prevent or restrict the Employee from reporting any allegations of unlawful conduct to federal, state or local officials or to an attorney retained by the Employee.

“Material Contact” means contact in person, by telephone, or by paper or electronic correspondence, or the supervision of those who have such conduct, and which is done in furtherance of the business interests of the company and within the last 36 months.

“Restricted Territory” consists of the following areas, to the extent such areas have been identified as applicable to the definition of the “Business of the company” above:

Natural Gas Distribution: The State of New Jersey and for those employees engaged in or supervising off system sales, the States of New Jersey, New York and Pennsylvania.

Energy Services: The Continental United States and within a 100 mile radius of the Dawn Storage Hub in Canada.

Clean Energy Ventures: The States of New Jersey, Connecticut, Rhode Island, New York, Michigan, Indiana, and Maryland.

Storage and Transportation: The States of New Jersey, New York, Connecticut, Pennsylvania, Delaware, Virginia, West Virginia, Mississippi, Alabama, Louisiana and Texas.

Home Services: The State of New Jersey.

“Trade Secrets” means a trade secret of the Company as defined by applicable law

Exhibit 10.2

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance Share Units Agreement (NFE)

This Performance Share Units Agreement (the “Agreement”), which includes the attached “Terms and Conditions of Performance Share Units” (the “Terms and Conditions”) and the attached Exhibit A captioned “Performance Goal and Earning of Performance Share Units”, confirms the grant on November __, 2023 (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Company”), to _____________________ (“Employee”), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the “Plan”), of Performance Share Units (the “Performance Share Units”), including rights to Dividend Equivalents as specified herein, as follows:

Target Number Granted: ____ Performance Share Units (“Target Number”)

How Performance Share Units are Earned and Vest: The Performance Share Units, if not previously forfeited, (i) will be earned, if and to the extent that the Performance Goal defined on Exhibit A to this Agreement is achieved, with the corresponding number of Performance Share Units earned (ranging from 0% to 150% of the Target Number) as specified on Exhibit A, on the date set forth on Exhibit A (the “Earning Date”) and (ii) will vest as to the number of Performance Share Units earned if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Earning Date (the “Stated Vesting Date”). To the extent vested, all earned Performance Share Units shall be settled within 60 days after the Stated Vesting Date. In addition, if not previously forfeited or payable, upon a Change in Control prior to the Stated Vesting Date, the Performance Share Units (i) will be earned in an amount equal to the Target Number of the Performance Share Units and (ii) will (A) immediately vest on the Change in Control with respect to such earned Performance Share Units and will be settled within 60 days thereafter, if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Change in Control and no provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control, or (B) vest on the Stated Vesting Date with respect to such earned Performance Share Units and will be settled within 60 days thereafter, if Employee remains employed by the Company or a Subsidiary from the Grant Date through the Stated Vesting Date and provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control. In addition, if not previously forfeited or payable, the Performance Share Units will become vested upon the occurrence of certain events relating to Employee's Termination of Employment to the extent provided in Section 4 of the attached Terms and Conditions, and such vested Performance Share Units will continue to be subject to the Performance Goal and will be eligible to be earned if and to the extent that the Performance Goal is achieved or there is a Change in Control prior to the Stated Vesting Date and settled in accordance with Section 6(a) hereof. The terms “vest” and “vesting” mean that the Performance Share Units have become non-forfeitable in relation to Employee’s employment but may continue to be subject to a substantial risk of forfeiture based on the Performance Goal to the extent provided in Section 4 of the attached Terms and Conditions. If the Performance Goal is not met (or not fully met), and no Change in Control occurs prior to the Earning Date, the Performance Share Units (or the unearned portion of the Performance Share Units) will be immediately forfeited (whether vested or not). If Employee has a Termination of Employment prior to the Stated Vesting Date and the Performance Share Units are not otherwise vested by that date, the Performance Share Units will be immediately forfeited except as otherwise provided in Section 4 of the attached Terms and Conditions. Forfeited Performance Share Units cease to be outstanding and in no event will thereafter result in any delivery of shares of Stock to Employee.

Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer thereunto duly authorized.

	NEW JERSEY RESOURCES CORPORATION

	By:
			[NAME]
			[Title]

	Officer’s Name

			[NAME]
			[Title]

TERMS AND CONDITIONS OF PERFORMANCE SHARE UNITS

1. General. The Performance Share Units are granted to Employee under the Company’s 2017 Stock Award and Incentive Plan (the “Plan”), which has been previously delivered to Employee and/or is available upon request to the Human Resources Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of the Performance Share Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations relating to the Plan and grants thereunder of the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) made from time to time.

(b) Death, Disability or Retirement. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date and before a Change in Control, due to Employee’s death, Disability or Retirement, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion (as defined below) of the Performance Share Units, to the extent not earned previously, that may become earned on the Earning Date, to the extent not previously vested, and such vested Performance Share Units will continue to be subject to the Performance Goal and will be eligible to be earned if and to the extent that the Performance Goal is achieved or there is a Change in Control prior to the Stated Vesting Date and settled in accordance with Section 6(a) hereof. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date but on or after a Change in Control, due to Employee’s death, Disability or Retirement, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion of the Performance Share Units, to the extent earned previously (upon a Change in Control where provision is made for the continuance, assumption or substitution of the Performance Share Units by the Company or its successor in connection with the Change in Control or otherwise), to the extent not vested previously, and such earned and vested Performance Share Units will be settled in accordance with Section 6(a) hereof. Any portion of the then-outstanding Performance Share Units not vested at or before the date of Employee’s Termination of Employment will be forfeited.

(vi) “Retirement” means the Employee has attained age 65, or age 55 with 20 or more years of service.

(vii) “Termination of Employment” and “Termination” means the earliest time at which Employee is not employed by the Company or a Subsidiary of the Company.

5. Dividend Equivalents and Adjustments.

6. Settlement and Deferral.

(b) Elective Deferral. The Committee may determine to permit Employee to elect to defer settlement (or re-defer) if such election would be permissible under Section 11(k) of the Plan and Code Section 409A. In addition to any applicable requirements under Code Section 409A, any such deferral election shall be made only while Employee remains employed and at a time permitted under Code Section 409A. The form under which an election is made shall set forth the time and form of payment of such amount deferred. Any amount deferred shall be subject to a six-month delay upon payment if required under Section 11(k)(i)(F) of the Plan. Any elective deferral will be subject to such additional terms and conditions as the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, may reasonably impose.

(c) Compliance with Code Section 409A. Other provisions of this Agreement notwithstanding, because the Performance Share Units will constitute a "deferral of compensation" under Section 409A of the Code (“Code Section 409A”) as presently in effect or hereafter amended (i.e., the Performance Share Units are not excluded or exempted under Code Section 409A or a regulation or other official governmental guidance thereunder; Note: an elective deferral under Section 6(b) would cause the Performance Share Units, if not already, to be a deferral of compensation subject to Code Section 409A after the deferral), such Performance Share Units will be considered a 409A Award under the Plan and shall be subject to the additional requirements set forth in Section 11(k) of the Plan including without limitation that (i) Termination of Employment shall be construed consistent with the meaning of a Separation from Service and (ii) a Change in Control under the Agreement shall be construed consistent with the meaning of a 409A Ownership/Control Change.

8. Miscellaneous.

Exhibit A

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance Goal and Earning of Performance Share Units

The number of Performance Share Units earned by Participant shall be determined as of September 30, 2026 (the “Earning Date”), based on the Company’s “Cumulative NFEPS” (defined below) over the 36-month period ending at the Earning Date. The number of Performance Share Units earned will be determined based on the following table:

Cumulative NFEPS	Performance Share Units Earned as a Percentage of Target Performance Share Units
Less than $	0%
$	50%
$	100%
$ or Greater	150%

“Net Financial Earnings” or “NFE” is a financial measure not calculated in accordance with generally accepted accounting principles that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual reports on Form 10-K that are filed with the Securities and Exchange Commission (“SEC”).

“NFEPS” shall be the NFE per basic share of Common Stock that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual report on Form 10-K that are filed with the SEC.

“Cumulative NFEPS” shall be the sum of the annual NFEPS for the three fiscal years (“FY”) ended September 30, 2024, 2025 and 2026 calculated as follows:

Cumulative NFEPS = NFEPS_FY2024 + NFEPS_FY2025 + NFEPS_FY2026

Upon achievement of Cumulative NFEPS at a point between any two specified Cumulative NFEPS levels, the Performance Share Units earned will be mathematically interpolated on a straight-line basis.

Determinations of the Committee regarding the NFEPS and Cumulative NFEPS, the calculations related thereto, the resulting Performance Share Units and related matters will be final and binding on the Participant.

Exhibit B

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Definitions Under Further Conditions to Settlement

(check as applicable)

___

Clean Energy Ventures: Investor, owner, and operator in the renewable energy sector, including, but not limited to, investments in residential and commercial rooftop and ground mount solar systems.

___

“Restricted Territory” consists of the following areas, to the extent such areas have been identified as applicable to the definition of the “Business of the company” above:

Natural Gas Distribution: The State of New Jersey and for those employees engaged in or supervising off system sales, the States of New Jersey, New York and Pennsylvania.

Energy Services: The Continental United States and within a 100 mile radius of the Dawn Storage Hub in Canada.

Clean Energy Ventures: The States of New Jersey, Connecticut, Rhode Island, New York, Michigan, Indiana, and Maryland.

Storage and Transportation: The States of New Jersey, New York, Connecticut, Pennsylvania, Delaware, Virginia, West Virginia, Mississippi, Alabama, Louisiana and Texas.

Home Services: The State of New Jersey.

“Trade Secrets” means a trade secret of the Company as defined by applicable law.

Exhibit 10.3

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Restricted Stock Units Agreement

This Restricted Stock Units Agreement (the "Agreement"), which includes the attached “Terms and Conditions of Restricted Stock Units” (the “Terms and Conditions”), confirms the grant on November ___, 2023 (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the "Company"), to ("Employee"), under Section 6(e) of the 2017 Stock Award and Incentive Plan (the "Plan"), of Restricted Stock Units, including rights to Dividend Equivalents as specified herein, as follows:

Number of Restricted Stock Units granted: _________

How Restricted Stock Units Vest: The Restricted Stock Units, if not previously forfeited, will vest on the dates and as to the number of Restricted Stock Units in the following table provided Employee remains employed by the Company or a Subsidiary from the Grant Date through the Stated Vesting Date:

Stated Vesting Date	Number of Restricted Stock Units that Vest at that Date

October 15, 2024	________
October 15, 2025	________
October 15, 2026	________

In addition, if not previously vested or forfeited, the Restricted Stock Units (i) will become immediately vested in full upon a Change in Control prior to the Stated Vesting Date, if (A) Employee remains employed by the Company or a Subsidiary from the Grant Date through the Change in Control and (B) no provision is made for the continuance, assumption or substitution of the Restricted Stock Units by the Company or its successor in connection with the Change in Control; and (ii) will become vested upon the Employee’s Termination of Employment, prior to the Stated Vesting Date, to the extent provided in Section 3 of the attached Terms and Conditions. The terms "vest" and "vesting" mean that the Restricted Stock Units have become earned and payable. If Employee has a Termination of Employment prior to a Stated Vesting Date, and the Restricted Stock Units are not otherwise deemed vested by or as of that date as set forth above, such unvested Restricted Stock Units will be immediately forfeited. Forfeited Restricted Stock Units cease to be outstanding and in no event will thereafter result in any delivery of shares of Stock to Employee.

Settlement: The Restricted Stock Units, to the extent vested, including Restricted Stock Units credited as the result of Dividend Equivalents, to the extent vested, will be settled by delivery of one share of Stock for each Restricted Stock Unit to be settled, as soon as administratively practicable (and no later than 60 days) after the earlier of (i) the Stated Vesting Date that corresponds to the applicable tranche of vested Restricted Stock Units or (ii) a Change in Control if no provision is made for the continuance, assumption or substitution of the Restricted Stock Units by the Company or its successor in connection with the Change in Control. Notwithstanding the foregoing, the Committee may determine to permit Employee to elect to defer settlement (or re-defer) if such election would be permissible under Section 11(k) of the Plan and Code Section 409A. In addition to any applicable requirements under Code Section 409A, any such deferral election shall be made only while Employee remains employed and at a time permitted under Code Section 409A. The form under which an election is made shall set forth the time and form of payment of such amount deferred. Any amount deferred shall be subject to a six (6)-month delay upon payment if required under Section 11(k)(i)(F) of the Plan. Any elective deferral will be subject to such additional terms and conditions as the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, may reasonably impose.

Further Conditions to Settlement: Notwithstanding any other provision of this Agreement, except as otherwise set forth below, the Company’s obligation to settle the Restricted Stock Units and Employee’s right to distribution of the Restricted Stock Units will be forfeited immediately upon the occurrence of any one or more of the following events (defined terms are attached hereto as Exhibit B):

(a)

Competitive Employment. In the event that Employee, prior to full settlement of the Restricted Stock Units and within the Restricted Territory, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, performs services of the type which are the same as or similar to those conducted, authorized, offered or provided by Employee to the Company within the last 24 months, and which support business activities which compete with the Business of the Company.

(b)

Recruitment of Company Employees and Contractors. In the event that Employee, prior to full settlement of the Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits or induces any employee or independent contractor of the Company with whom Employee had Material Contact to terminate or lessen such employment or contract with the Company.

(c)

Solicitation of Company Customers. In the event that Employee, prior to full settlement of the Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective customers of the Company with whom Employee had Material Contact for the purpose of selling any products or services which compete with the Business of the Company.

(d)

Solicitation of Company Vendors. In the event that Employee, prior to full settlement of the Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective vendor of the Company with whom Employee had Material Contact for the purpose of purchasing products or services to support business activities which compete with the Business of the Company.

(e)

Breach of Confidentiality. In the event that Employee, at any time prior to full settlement of the Restricted Stock Units, directly or indirectly, divulges or makes use of any Confidential Information or Trade Secrets of the Company other than in the performance of Employee’s duties for the Company. This provision does not limit the remedies available to the Company under common or statutory law as to trade secrets or other forms of confidential information, which may impose longer duties of non-disclosure and provide for injunctive relief and damages. Notwithstanding anything herein to the contrary, nothing herein is intended to or will be used in any way to prevent Employee from providing truthful testimony under oath in a judicial or administrative proceeding or to limit Employee’s right to communicate with a government agency, as provided for, protected under or warranted by applicable law. The Employee further understands nothing herein limits the Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission (‘Government Agencies”). Nothing herein limits the Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by the Government Agency, including providing documents or information without notice to the Company. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agency. Notwithstanding anything herein to the contrary, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Employee files a lawsuit for retaliation for reporting a suspected violation of law, the Employee may disclose the Trade Secret to his or her attorney and use the Trade Secret information in the court proceeding, as long as the Employee files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.

(f)

Return of Property and Information. In the event that prior to full settlement of the Restricted Stock Units Employee fails to return all of the Company’s property and information (whether confidential or not) within Employee’s possession or control within seven (7) calendar days following the termination or resignation of Employee from employment with the Company. Such property and information includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to Employee or which Employee has developed or collected in the scope of Employee’s employment with the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Employee shall certify in writing that Employee has complied with this provision and has permanently deleted all Company information from any computers or other electronic storage devices or media owned by Employee. Employee may only retain information relating to the Employee’s benefit plans and compensation to the extent needed to prepare Employee’s tax returns.

(g)

Disparagement. In the event that prior to full settlement of the Restricted Stock Units Employee makes any statements, either verbally or in writing, that are disparaging with regard to the Company or any of its subsidiaries or their respective executives and Board members.

(h)

Failure to Provide Information. In the event that prior to full settlement of the Restricted Stock Units Employee fails to promptly and fully respond to requests for information from the Company regarding Employee’s compliance with any of the foregoing conditions.

If it is determined by the Leadership Development and Compensation Committee of the Company’s Board of Directors, in its sole discretion, that any of the foregoing events have occurred prior to full settlement of the Restricted Stock Units, any unpaid portion of the Restricted Stock Units will be forfeited without any compensation therefor, provided, however, that none of the foregoing conditions shall restrict any Employee who is a lawyer from practicing law. To the extent any such condition would restrict any Employee who is a lawyer from practicing law or would penalize the Employee for practicing law, such condition shall not be effective and the Leadership Development and Compensation Committee may not forfeit any of the Restricted Stock Units on account therefor.

The Restricted Stock Units are subject to the terms and conditions of the Plan and this Agreement, including the attached Terms and Conditions deemed a part hereof. The number of Restricted Stock Units and the kind of shares deliverable in settlement and other terms and conditions of the Restricted Stock Units are subject to adjustment in accordance with Section 4(b) of the attached Terms and Conditions and Section 11(c) of the Plan. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

Employee acknowledges and agrees that (i) Restricted Stock Units are nontransferable, except as provided in Section 2 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Restricted Stock Units are subject to forfeiture in the event of Employee's Termination of Employment in certain circum-stances prior to vesting, as specified in Section 3 of the attached Terms and Conditions, and (iii) sales of the shares of Stock following vesting and settlement of the Restricted Stock Units will be subject to the Company's policy regulating trading by employees.

IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has duly executed this Agreement, by which each has agreed to the terms of this Agreement.

EMPLOYEE		NEW JERSEY RESOURCES CORPORATION

		By:

[Employee Name]		[Name]
		[Title]

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

The following Terms and Conditions apply to the Restricted Stock Units granted to Employee by NEW JERSEY RESOURCES CORPORATION (the "Company"), and Restricted Stock Units resulting from Dividend Equivalents (as defined below), if any, as specified in the Restricted Stock Units Agreement (of which these Terms and Conditions form a part). Certain terms of the Restricted Stock Units, including the number granted, vesting date(s) and settlement times, are set forth on the preceding pages, which is an integral part of this Agreement.

1. General.

(a) The Restricted Stock Units are granted to Employee under the Company's 2017 Stock Award and Incentive Plan (the "Plan"), a copy of which has been previously delivered to Employee and/or is available upon request to the Human Resources Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of Restricted Stock Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations relating to the Plan and grants thereunder of the Leadership Development and Compensation Committee of the Company's Board of Directors (the "Committee") made from time to time.

(b) Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of Restricted Stock Units then credited to Employee hereunder as the result of such grant of Restricted Stock Units and any crediting of additional Restricted Stock Units to Employee pursuant to dividends paid on shares of Stock under Section 4 hereof (“Dividend Equivalents”).

2. Nontransferability. Until such time as the Restricted Stock Units are settled by delivery of Stock in accordance with this Agreement, Employee may not transfer Restricted Stock Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 11(b) of the Plan. This restriction on transfer precludes any sale, assignment, pledge, or other encumbrance or disposition of the Restricted Stock Units (except for forfeitures to the Company).

3. Termination of Employment. The following provisions will govern the vesting or forfeiture, and the settlement, of the Restricted Stock Units that are outstanding at the time of Employee's Termination of Employment (i) due to Employee’s death, Disability or Retirement, (ii) by the Company without Cause or by the Employee for Good Reason, in either case during the CIC Protection Period, or (iii) under circumstances other than those set forth in the immediately preceding clauses (i) and (ii), in each case prior to the Stated Vesting Date that corresponds to the applicable tranche of Restricted Stock Units, unless otherwise determined by the Committee (subject to Section 7(e) hereof):

(a) Death, Disability or Retirement. In the event of Employee's Termination of Employment, prior to the Stated Vesting Date that applies to the applicable tranche of Restricted Stock Units, due to death, Disability or Retirement, the outstanding Restricted Stock Units will be vested with respect to no less than a Pro Rata Portion of the outstanding Restricted Stock Units, to the extent not vested previously, and all Restricted Stock Units, to the extent vested, including Restricted Stock Units credited as the result of Dividend Equivalents, to the extent vested, shall be settled, as soon as administratively practicable (and no later than 60 days) after the earlier of (i) the Stated Vesting Date that corresponds to the applicable tranche of vested Restricted Stock Units or (ii) a Change in Control if no provision is made for the continuance, assumption or substitution of the Restricted Stock Units by the Company or its successor in connection with the Change in Control. Restricted Stock Units that are not vested by or as of the date of Employee's Termination of Employment due to death, Disability or Retirement will be immediately forfeited.

(b) Termination by the Company or by Employee in Certain Events. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date that applies to the applicable tranche of Restricted Stock Units, by the Company without Cause within the CIC Protection Period and other than for Disability or Retirement, or by Employee for Good Reason within the CIC Protection Period, all such outstanding Restricted Stock Units will be vested, to the extent not previously vested, and all Restricted Stock Units, to the extent vested, including Restricted Stock Units credited as the result of Dividend Equivalents, to the extent vested, shall be settled, as soon as administratively practicable (and no later than 60 days) after (i) the Stated Vesting Date that corresponds to the applicable tranche of vested Restricted Stock Units or (ii) a Change in Control if no provision is made for the continuance, assumption or substitution of the Restricted Stock Units by the Company or its successor in connection with the Change in Control.

(c) Other Termination of Employment. In the event of Employee's Termination of Employment, prior to the Stated Vesting Date that applies to the applicable tranche of Restricted Stock Units, (i) other than due to death, Disability or Retirement and (ii) other than by the Company without Cause within the CIC Protection Period and other than for Disability or Retirement, or by Employee for Good Reason within the CIC Protection Period, all Restricted Stock Units, to the extent vested, including Restricted Stock Units credited as the result of Dividend Equivalents, to the extent vested, shall be settled, as soon as administratively practicable (and no later than 60 days) after the earlier of (i) the Stated Vesting Date that corresponds to the applicable tranche of vested Restricted Stock Units or (ii) a Change in Control if no provision is made for the continuance, assumption or substitution of the Restricted Stock Units by the Company or its successor in connection with the Change in Control. Restricted Stock Units that are not vested by or as of the date of Employee's Termination of Employment as described herein will be immediately forfeited.

(d) Certain Definitions. The following definitions apply for purposes of this Agreement:

(iii) "Disability" means Employee has been incapable of substantially fulfilling the positions, duties, responsibilities and obligations of his employment because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of at least six consecutive months. The Company and Employee shall agree on the identity of a physician to resolve any question as to Employee's disability. If the Company and Employee cannot agree on the physician to make such determination, then the Company and Employee shall each select a physician and those physicians shall jointly select a third physician, who shall make the determination. The determination of any such physician shall be final and conclusive for all purposes of this Agreement. Only the Company can initiate a Termination of Employment due to Disability.

(v) “Pro Rata Portion" means, for each tranche of Restricted Stock Units, a fraction the numerator of which is the number of days that have elapsed from the first day of the Company’s fiscal year which includes the Grant Date to the date of Employee's Termination of Employment and the denominator of which is the number of days from the first day of the Company’s fiscal year which includes the Grant Date to the Stated Vesting Date for that tranche. A "tranche" is each portion of the Restricted Stock Units that has a unique Stated Vesting Date.

(vii) “Retirement” means Employee’s Termination of Employment on or after the Employee has attained age 65, or age 55 with 20 or more years of service.

(viii) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the Company or Section 424(f) Corporation is at least a 50% equity participant.

(ix) "Termination of Employment" and “Termination” means the earliest time at which Employee is not employed by the Company or a Subsidiary of the Company and is not serving as a non-employee director of the Company or a Subsidiary of the Company, subject to Section 7(f) below.

(e) Termination by the Company for Cause. In the event of Employee’s Termination of Employment by the Company for Cause, the portion of the then-outstanding Restricted Stock Units not vested previously will be forfeited immediately upon notice to Employee that the Company is terminating the Employee’s employment for Cause (notwithstanding whether Employee is eligible to terminate employment due to Disability or Retirement at that time).

4. Dividend Equivalents and Adjustments.

(a) Dividend Equivalents. Dividend Equivalents will be credited on Restricted Stock Units (other than Restricted Stock Units that, at the relevant record date, previously have been settled or forfeited) and deemed converted into additional Restricted Stock Units. Dividend Equivalents will be credited as follows, except that the Company may vary the manner of crediting (for example, by crediting cash Dividend Equivalents rather than additional Restricted Stock Units) for administrative convenience:

(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of cash, then additional Restricted Stock Units shall be credited to Employee’s Account as of the payment date of such cash dividend or distribution (or settled as of the payment date of such cash dividend or distribution if the Restricted Stock Units are to be settled before the payment date) equal to the number of Restricted Stock Units credited to the Account as of the record date of such dividend or distribution multiplied by the amount of cash paid per share of Stock in such dividend or distribution divided by the Fair Market Value of a share of Stock at the payment date for such dividend or distribution.

(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of property other than shares of Stock, then a number of additional Restricted Stock Units shall be credited to Employee’s Account as of the payment date for such dividend or distribution (or settled as of the payment date for such dividend or distribution if the Restricted Stock Units are to be settled before the payment date) equal to the number of Restricted Stock Units credited to the Account as of the record date for such dividend or distribution multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding share of Stock at such payment date, divided by the Fair Market Value of a share of Stock at such payment date for such dividend or distribution.

(iii) Share Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of Stock in the form of additional shares of Stock, or there occurs a forward split of shares of Stock, then a number of additional Restricted Stock Units shall be credited to Employee’s Account as of the payment date for such dividend or distribution or forward split (or settled as of the payment date for such dividend or distribution or forward split if the Restricted Stock Units are to be settled before the payment date) equal to the number of Restricted Stock Units credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional shares of Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Stock.

(b) Adjustments. The number of Restricted Stock Units credited to Employee’s Account shall be appropriately adjusted in order to prevent dilution or enlargement of Employee’s rights with respect to Restricted Stock Units or to reflect any changes in the number of outstanding shares of Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Restricted Stock Units credited to Employee in connection with such event under Section 4(a) hereof. In furtherance of the foregoing, in the event of an equity restructuring, as defined in ASC Topic 718, which affects the shares of Stock, Employee shall have a legal right to an adjustment to Employee’s Restricted Stock Units which shall preserve without enlarging the value of the Restricted Stock Units, with the manner of such adjustment to be determined by the Committee in its discretion. All adjustments will be made in a manner as to maintain the Restricted Stock Units' exemption from Code Section 409A or, to the extent Code Section 409A applies, to comply with Code Section 409A. Any adjustments shall be subject to the requirements and restrictions set forth in Section 11(c) of the Plan.

(c) Risk of Forfeiture and Settlement of Restricted Stock Units Resulting from Dividend Equivalents and Adjustments. Restricted Stock Units which directly or indirectly result from Dividend Equivalents on or adjustments to Restricted Stock Units granted hereunder shall be subject to the same risk of forfeiture and other conditions as apply to the granted Restricted Stock Units with respect to which the Dividend Equivalents or adjustments related and will be settled at the same time as such related Restricted Stock Units (unless the Restricted Stock Units are to be settled prior to the payment date of the Dividend Equivalents or the date of the adjustments, in which case the Dividend Equivalents or adjustments will be settled at the payment date of the dividend or the date of the adjustments (and in no event later than sixty (60) days after the Restricted Stock Units otherwise are to be settled)).

5. Other Terms of Restricted Stock Units.

(a) Voting and Other Shareholder Rights. Employee shall not be entitled to vote Restricted Stock Units on any matter submitted to a vote of holders of Common Stock and shall not have any other rights of a shareholder of the Company, unless and until the Restricted Stock Units are settled as described in the Agreement.

(b) Consideration for Grant of Restricted Stock Units. Employee shall not be required to pay cash consideration for the grant of the Restricted Stock Units and Dividend Equivalents, but Employee's performance of services to the Company prior to the settlement of the Restricted Stock Units shall be deemed to be consideration for this grant of Restricted Stock Units and Dividend Equivalents.

(c) Insider Trading Policy Applicable. Employee acknowledges that sales of shares resulting from Restricted Stock Units that have been settled will be subject to the Company's policies governing the purchase and sale of Company securities.

(d) Certificates Evidencing Restricted Stock Units. On the date any Restricted Stock Units subject to this Agreement are to be settled (the “Payment Date”), such Restricted Stock Units shall be settled by the Company delivering to the Employee, a number of shares of Stock equal to the number of shares of Restricted Stock Units that are to be settled upon that Payment Date, subject to any applicable withholding requirements described below. The Company shall issue the shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Employee. Delivery of any certificates will be made to the Employee’s last address reflected on the books of the Company unless the Company is otherwise instructed in writing. The Company shall pay fractional Restricted Stock Units in cash, subject to any applicable withholding requirements described below. Neither the Employee nor any of the Employee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units and Dividend Equivalents that are so paid.

6. Employee Representations and Warranties and Release. As a condition to settlement of the Restricted Stock Units to Employee that vest upon Termination of Employment, the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation, and (ii) to execute a release from claims against the Company arising at or before the date of such release, in such form as may be specified by the Company, and not revoke such release prior to the expiration of any applicable revocation period, all within sixty (60) days after Termination of Employment.

7. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Restricted Stock Units and supersedes any prior agreements (either verbal or written) or documents with respect to the Restricted Stock Units. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Restricted Stock Units shall be valid unless expressed in a written instrument executed by Employee.

(b) No Promise of Employment. The Restricted Stock Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

(d) Fractional Restricted Stock Units and Shares. The number of Restricted Stock Units credited to Employee’s Account shall include fractional Restricted Stock Units calculated to at least three decimal places, unless otherwise determined by the Committee. Unless settlement is effected through a third-party broker or agent that can accommodate fractional shares (without requiring issuance of a fractional Share by the Company), upon settlement of the Restricted Stock Units, the Committee, in its sole discretion, may either (i) round the fractional Share to be delivered up to a whole Share or (ii) provide that Employee shall be paid, in cash, an amount equal to the value of any fractional Share that would have otherwise been deliverable in settlement of such Restricted Stock Units.

(e) Mandatory Tax Withholding. Unless otherwise determined by the Committee, or unless Employee has elected at least 90 days prior to payout to satisfy the tax obligations in cash by other means, at the time of settlement of the Restricted Stock Units to Employee, the Company will withhold first from any cash payable and then from any Shares deliverable, in accordance with Section 11(d)(i) of the Plan, the number of whole Shares having a value nearest to, but not exceeding, the amount of income and employment taxes to be withheld (after withholding of any cash payable hereunder) (only with respect to the minimum number of Shares necessary to satisfy statutory withholding requirements, unless withholding of any additional number of Shares will not result in additional accounting expense to the Company and is permitted by the Committee), and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be due upon settlement of the Restricted Stock Units.

(f) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Senior Vice President, Human Resources, and any notice to Employee shall be addressed to Employee at Employee’s address as then appearing in the records of the Company.

(g) Compliance with Code Section 409A. Other provisions of this Agreement notwithstanding, because the Restricted Stock Units described herein will constitute a "deferral of compensation" under Section 409A of the Code (“Code Section 409A”) as presently in effect (i.e., the Restricted Stock Units are not excluded or exempted under Code Section 409A or a regulation or other official governmental guidance thereunder; Note: an elective deferral would cause the Restricted Stock Units, if not already, to be a deferral of compensation subject to Code Section 409A after the deferral), such Restricted Stock Units are considered a 409A Award under the Plan and shall be subject to the additional requirements set forth in Section 11(k) of the Plan, including without limitation that (i) Termination of Employment shall be construed consistent with the meaning of a Separation from Service under Section 409A of the Code and (ii) a Change in Control under this Agreement shall be construed consistent with the meaning of a 409A Ownership/Control Change.

Exhibit B

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Definitions Under Further Conditions to Settlement

(check as applicable)

___

Clean Energy Ventures: Investor, owner, and operator in the renewable energy sector, including, but not limited to, investments in residential and commercial rooftop and ground mount solar systems.

___

Home Services: Consists of NJR Home Services Company, which provides Heating, Ventilating, and Air Conditioning (HVAC) service, sales and installation of appliances, as well as installation of solar equipment and plumbing services.

“Restricted Territory” consists of the following areas, to the extent such areas have been identified as applicable to the definition of the “Business of the company” above:

Natural Gas Distribution: The State of New Jersey and for those employees engaged in or supervising off system sales, the States of New Jersey, New York and Pennsylvania.

Energy Services: The Continental United States and within a 100 mile radius of the Dawn Storage Hub in Canada.

Clean Energy Ventures: The States of New Jersey, Rhode Island, Connecticut, New York, Michigan, Indiana, and Maryland.

Storage and Transportation: The States of New Jersey, New York, Connecticut, Pennsylvania, Delaware, Virginia West Virginia, Mississippi, Alabama, Louisiana and Texas.

Home Services: The State of New Jersey.

“Trade Secrets” means a trade secret of the Company as defined by applicable law.

Exhibit 10.4

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance-Based Restricted Stock Units Agreement

This Performance-Based Restricted Stock Units Agreement (the “Agreement”), which includes the attached “Terms and Conditions of Performance-Based Restricted Stock Units” (the “Terms and Conditions”) and the attached Exhibit A captioned “Performance Goals and Vesting of Performance-Based Restricted Stock Units”, confirms the grant on November __, 2023 (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the “Company”), to (“Employee”), under Sections 6(e), 6(i) and 7 of the 2017 Stock Award and Incentive Plan (the “Plan”), of Performance-Based Restricted Stock Units (the “Performance-Based Restricted Stock Units”), including rights to dividends paid on the Performance-Based Restricted Stock Units as specified herein, as follows:

Number of Performance-Based Restricted Stock Units Granted:

Performance-Based Restricted Stock Units are Forfeitable: The Performance-Based Restricted Stock Units are forfeitable until they vest and become non-forfeitable as specified herein.

How Performance-Based Restricted Stock Units Vest: The Performance-Based Restricted Stock Units, if not previously forfeited, (i) will be earned if and to the extent that the Performance Goal defined on Exhibit A to this Agreement for the Company’s fiscal year ended September 30, 2024 is achieved, and (ii) will vest and become non-forfeitable as to one-third (1/3) of the Performance-Based Restricted Stock Units earned (rounded down to the nearest whole share) on the last day of each of the Company’s fiscal years ended September 30, 2024 and September 30, 2025 and as to the remaining Performance-Based Restricted Stock Units earned on the last day of the Company’s fiscal year ended September 30, 2026 (each a “Stated Vesting Date”), provided in each case the Employee continues to be employed by the Company or a Subsidiary from the Grant Date through the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units, and the Committee certifies achievement of the Performance Goal for the 2024 fiscal year within 60 days after the end of the 2024 fiscal year. In that event, all earned and vested Performance-Based Restricted Stock Units will be settled within 60 days after the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units. In addition, if not previously forfeited, upon a Change in Control prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units, the earned Performance-Based Restricted Stock Units (or the number of Performance-Based Restricted Stock Units set forth above if the Change in Control occurs in the Company’s fiscal year ended September 30, 2024) will vest and become non-forfeitable in full and will be settled within 60 days thereafter, provided the Employee continues to be employed by the Company or a Subsidiary from the Grant Date until the Change in Control, if no provision is made for the continuance, assumption or substitution of the Performance-Based Restricted Stock Units by the Company or its successor in connection with the Change in Control. If provision is made for the continuance, assumption or substitution of the Performance-Based Restricted Stock Units by the Company or its successor in connection with such a Change in Control, the earned Performance-Based Restricted Stock Units (or the number of the Performance-Based Restricted Stock Units set forth above if the Change in Control occurs in the Company’s fiscal year ended September 30, 2024) will remain outstanding after the Change in Control occurs and will become vested as of the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units and be settled within 60 days thereafter, provided in each case the Employee continues to be employed by the Company or a Subsidiary from the Grant Date through such Stated Vesting Date. If the Performance Goal for the Company’s 2024 fiscal year is not met (and there is no Change in Control during such 2024 fiscal year), the unearned Performance-Based Restricted Stock Units will be immediately forfeited. In addition, if not previously forfeited, the earned Performance-Based Restricted Stock Units (or the number of Performance-Based Restricted Stock Units set forth above if the Change in Control occurs in the Company’s fiscal year ended September 30, 2024) will vest and become non-forfeitable in connection with Employee’s Termination of Employment prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units to the extent provided in Section 4 of the attached Terms and Conditions and settled in accordance with Section 6(a) hereof. If Employee has a Termination of Employment prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units and the earned Performance-Based Restricted Stock Units (or the number of Performance-Based Restricted Stock Units set forth above if the Change in Control occurs in the fiscal year ended September 30, 2024) do not vest to the extent provided in Section 4 of the attached Terms and Conditions, the unvested Performance-Based Restricted Stock Units will be immediately forfeited. If Employee has a Termination of Employment prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units and the Performance-Based Restricted Stock Units are not yet earned at that time, the Performance-Based Restricted Stock Units that have not yet been earned will vest and become non-forfeitable in connection with Employee’s Termination of Employment to the extent provided in Section 4 of the attached Terms and Conditions and will be earned if and to the extent that the Performance Goal defined in Exhibit A to this Agreement for the Company’s fiscal year ended September 30, 2024 is achieved or there is a Change in Control in the Company’s fiscal year ended September 30, 2024, and settled in accordance with Section 6(a) hereof, and any such Performance-Based Restricted Stock Units not vested as of the date of Employee’s Termination of Employment will be immediately forfeited. Forfeited Performance-Based Restricted Stock Units cease to be outstanding and shall be forfeited and reacquired by the Company.

Performance Goals: The Performance Goals upon which the Performance-Based Restricted Stock Units may become earned and eligible to become vested and non-forfeitable, subject to Employee’s continued employment with the Company or a Subsidiary or as otherwise set forth herein, shall be as specified in Exhibit A hereto.

Further Conditions to Settlement: Notwithstanding any other provision of this Agreement, except as otherwise set forth below, the Company’s obligation to settle the Performance-Based Restricted Stock Units and Employee’s right to distribution of the Performance-Based Restricted Stock Units will be forfeited immediately upon the occurrence of any one or more of the following events (defined terms are attached hereto as Exhibit B):

(a) Competitive Employment. In the event that Employee, prior to full settlement of the Performance-Based Restricted Stock Units and within the Restricted Territory, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, performs services of the type which are the same as or similar to those conducted, authorized, offered or provided by Employee to the Company within the last 24 months, and which support business activities which compete with the Business of the Company.

(b) Recruitment of Company Employees and Contractors. In the event that Employee, prior to full settlement of the Performance-Based Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits or induces any employee or independent contractor of the Company with whom Employee had Material Contact to terminate or lessen such employment or contract with the Company.

(c) Solicitation of Company Customers. In the event that Employee, prior to full settlement of the Performance-Based Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective customers of the Company with whom Employee had Material Contact for the purpose of selling any products or services which compete with the Business of the Company.

(d) Solicitation of Company Vendors. In the event that Employee, prior to full settlement of the Performance-Based Restricted Stock Units, directly or indirectly, whether on Employee’s own behalf or on behalf of any other person or entity, solicits any actual or prospective vendor of the Company with whom Employee had Material Contact for the purpose of purchasing products or services to support business activities which compete with the Business of the Company.

(e) Breach of Confidentiality. In the event that Employee, at any time prior to full settlement of the Performance-Based Restricted Stock Units, directly or indirectly, divulges or makes use of any Confidential Information or Trade Secrets of the Company other than in the performance of Employee’s duties for the Company. This provision does not limit the remedies available to the Company under common or statutory law as to trade secrets or other forms of confidential information, which may impose longer duties of non-disclosure and provide for injunctive relief and damages. Notwithstanding anything herein to the contrary, nothing herein is intended to or will be used in any way to prevent Employee from providing truthful testimony under oath in a judicial or administrative proceeding or to limit Employee’s right to communicate with a government agency, as provided for, protected under or warranted by applicable law. The Employee further understands nothing herein limits the Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local government agency or commission (‘Government Agencies”). Nothing herein limits the Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by the Government Agency, including providing documents or information without notice to the Company. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agency. Notwithstanding anything herein to the contrary, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if the Employee files a lawsuit for retaliation for reporting a suspected violation of law, the Employee may disclose the Trade Secret to his or her attorney and use the Trade Secret information in the court proceeding, as long as the Employee files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.

(f) Return of Property and Information. In the event that prior to full settlement of the Performance-Based Restricted Stock Units Employee fails to return all of the Company’s property and information (whether confidential or not) within Employee’s possession or control within seven (7) calendar days following the termination or resignation of Employee from employment with the Company. Such property and information includes, but is not limited to, the original and any copy (regardless of the manner in which it is recorded) of all information provided by the Company to Employee or which Employee has developed or collected in the scope of Employee’s employment with the Company, as well as all Company-issued equipment, supplies, accessories, vehicles, keys, instruments, tools, devices, computers, cell phones, pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request by the Company, Employee shall certify in writing that Employee has complied with this provision and has permanently deleted all Company information from any computers or other electronic storage devices or media owned by Employee. Employee may only retain information relating to the Employee’s benefit plans and compensation to the extent needed to prepare Employee’s tax returns.

(g) Disparagement. In the event that prior to full settlement of the Performance-Based Restricted Stock Units Employee makes any statements, either verbally or in writing, that are disparaging with regard to the Company or any of its subsidiaries or their respective executives and Board members.

(h) Failure to Provide Information. In the event that prior to full settlement of the Performance-Based Restricted Stock Units Employee fails to promptly and fully respond to requests for information from the Company regarding Employee’s compliance with any of the foregoing conditions.

If it is determined by the Leadership Development and Compensation Committee of the Company’s Board of Directors, in its sole discretion, that any of the foregoing events have occurred prior to full settlement of the Performance-Based Restricted Stock Units, any unpaid portion of the Performance-Based Restricted Stock Units will be forfeited without any compensation therefor, provided, however, that none of the foregoing conditions shall restrict any Employee who is a lawyer from practicing law. To the extent any such condition would restrict any Employee who is a lawyer from practicing law or would penalize the Employee for practicing law, such condition shall not be effective and the Leadership Development and Compensation Committee may not forfeit any of the Performance-Based Restricted Stock Units on account therefor.

Dividend Rights: Dividends paid on shares of stock covered under the Performance-Based Restricted Stock Units shall be automatically reinvested in additional Performance-Based Restricted Stock Units which shall be subject to the same terms as the Performance-Based Restricted Stock Units to which the dividends relate, as specified in Section 5 of the Terms and Conditions of Performance-Based Restricted Stock Units.

The Performance-Based Restricted Stock Units are subject to the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Performance-Based Restricted Stock Units attached hereto and deemed a part hereof. The number of Performance-Based Restricted Stock Units and the kind of shares of Stock and the other terms and conditions of the Performance-Based Restricted Stock Units are subject to adjustment in accordance with Section 5 of the attached Terms and Conditions and Section 11(c) of the Plan.

Employee acknowledges and agrees that (i) the Performance-Based Restricted Stock Units are nontransferable, except as provided in Section 3 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Performance-Based Restricted Stock Units are subject to forfeiture in the event (A) of the Company’s failure to achieve the applicable Performance Goal or undergo a Change in Control or (B) of Employee’s Termination of Employment in certain circumstances prior to a Stated Vesting Date, as specified in Section 4 of the attached Terms and Conditions, (iii) the foregoing conditions shall apply to the Performance-Based Restricted Stock Units prior to settlement and (iv) sales and other transfers of shares of Stock will be subject to any Company policy regulating trading by employees and the transfer restrictions set forth in Section 3 of the attached Terms and Conditions.

Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.

IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer thereunto duly authorized.

	NEW JERSEY RESOURCES CORPORATION

	By:
			[NAME]
			[Title]



			[NAME]
			[Title]

TERMS AND CONDITIONS OF PERFORMANCE-BASED RESTRICTED STOCK UNITS

The following Terms and Conditions apply to the Performance-Based Restricted Stock Units granted to Employee by NEW JERSEY RESOURCES CORPORATION (the “Company”) and to any additional Performance-Based Restricted Stock Units resulting from dividends paid on shares of Stock underlying the Performance-Based Restricted Stock Units (as defined below), if any, as specified in the Performance-Based Restricted Stock Units Agreement (of which these Terms and Conditions form a part). Certain terms of the Performance-Based Restricted Stock Units, including the number of Performance-Based Restricted Stock Units granted and vesting terms and date(s), are set forth on the cover page hereto and Exhibit A, which are an integral part of this Agreement.

1. General. The Performance-Based Restricted Stock Units are granted to Employee under the Company’s 2017 Stock Award and Incentive Plan (the “Plan”), a copy of which has been previously delivered to Employee and/or is available upon request to the Human Resources Department. All of the applicable terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan govern. By accepting the grant of Performance-Based Restricted Stock Units, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) made from time to time with respect to the Plan or this Agreement.

2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of Performance-Based Restricted Stock Units then credited to Employee hereunder as a result of such grant of Performance-Based Restricted Stock Units and any crediting of additional Performance-Based Restricted Stock Units to Employee pursuant to dividends paid on shares of Stock under Section 5 hereof (“Dividend Equivalents”).

3. Nontransferability.

(a) Until the Performance-Based Restricted Stock Units become vested in accordance with the terms of this Agreement, Employee may not transfer Performance-Based Restricted Stock Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 11(b) of the Plan. This restriction on transfer precludes any sale, assignment, pledge or other encumbrance or disposition of the Performance Share Units (except for forfeitures to the Company).

(b) Any transfer in violation of this Section 3 will be void and of no effect.

4. Termination of Employment. The following provisions will govern the earning, vesting and forfeiture of the Performance-Based Restricted Stock Units that are outstanding at the time of Employee’s Termination of Employment (as defined below) (i) by the Company without Cause (as defined below) or by the Employee for Good Reason (as defined below), in either case during the CIC Protection Period (as defined below), or (ii) due to death, Disability (as defined below) or Retirement (as defined below), unless otherwise determined by the Committee (subject to Section 8(e) hereof):

(a) Termination by the Company or by Employee in Certain Events. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units, by the Company without Cause within the CIC Protection Period and other than for Disability or Retirement, or by Employee for Good Reason within the CIC Protection Period, the outstanding Performance-Based Restricted Stock Units will be vested with respect to no less than a Pro Rata Portion (as defined below) of the Performance-Based Restricted Stock Units, to the extent earned previously (upon a Change in Control where provision is made for the continuance, assumption or substitution of the Performance-Based Restricted Stock Units by the Company or its successor upon the Change in Control or otherwise), to the extent not vested previously, and such earned and vested Performance-Based Restricted Stock Units will be settled in accordance with Section 6(a) hereof. In the event of Employee’s Termination of Employment, prior to the Stated Vesting Date that applies to the applicable tranche of Performance-Based Restricted Stock Units, (i) by the Company for any reason other than Disability or Retirement prior to or after the CIC Protection Period, (ii) by Employee (other than for Good Reason within the CIC Protection Period or upon Retirement) or (iii) by Employee (other than on Retirement) prior to or after the CIC Protection Period, the then-outstanding Performance-Based Restricted Stock Units not earned and vested at the date of Employee’s Termination of Employment will be immediately forfeited.

(b) Death, Disability or Retirement. In the event of Employee’s Termination of Employment, prior to September 30, 2024 and prior to a Change in Control, due to Employee’s death, Disability or Retirement, the outstanding Performance-Based Restricted Stock Units will be vested with respect to no less than a Pro Rata Portion of the Performance-Based Restricted Stock Units that has not become earned previously, to the extent not previously vested, and such vested Performance-Based Restricted Stock Units will continue to be subject to the Performance Goal and will be eligible to be earned if and to the extent that the Performance Goal is achieved or there is a Change in Control prior to September 30, 2024 and settled in accordance with Section 6(a) hereof. In the event of Employee’s Termination of Employment, after September 30, 2024 or after a Change in Control that occurs in the Company’s fiscal year ended September 30, 2024, due to Employee’s death, Disability or Retirement, the outstanding Performance Share Units will be vested with respect to no less than a Pro Rata Portion of the Performance-Based Restricted Stock Units, to the extent earned previously, to the extent not vested previously, and such earned and vested Performance-Based Restricted Stock Units will be settled in accordance with Section 6(a) hereof. Any portion of the then-outstanding Performance-Based Restricted Stock Units not vested at or before the date of Employee’s Termination of Employment will be forfeited.

(d) Certain Definitions. The following definitions apply for purposes of this Agreement:

(iv) “Good Reason” has the same definition as under any employment or similar agreement between the Company and Employee; but, if no such agreement exists or if any such agreement does not contain or reference any such term, Good Reason shall not apply to the Employee for purposes of this Agreement.

(v) "Pro Rata Portion" means, for each tranche of Performance-Based Restricted Stock Units, a fraction, the numerator of which is the number of days that have elapsed from the first day of the Company’s fiscal year which includes the Grant Date to the date of Employee's Termination of Employment and the denominator of which is the number of days from the first day of the Company’s fiscal year which includes the Grant Date to the Stated Vesting Date for that tranche. A "tranche" is that portion of the Performance-Based Restricted Stock Units that have a unique Stated Vesting Date.

(vii) “Retirement” means the Employee attains age 65, or age 55 with 20 or more years of service.

(viii) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code (“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the Company or a Section 424(f) Corporation is at least a fifty percent (50%) equity participant.

(ix) “Termination of Employment” and “Termination” means the earliest time at which Employee is not employed by the Company or a Subsidiary and is not serving as a non-employee director of the Company or a Subsidiary.

(e) Termination by the Company for Cause. In the event of Employee’s Termination of Employment by the Company for Cause, the portion of the then-outstanding Performance-Based Restricted Stock Units not earned and vested prior to such time will be forfeited immediately upon notice to Employee that the Company will terminate the Employee’s employment for Cause.

5. Dividend Equivalents and Adjustments.

(a) Dividend Equivalents. Dividend Equivalents will be credited on Performance-Based Restricted Stock Units (other than Performance-Based Restricted Stock Units that, at the relevant record date, previously has vested or been forfeited) and deemed reinvested in additional shares of Performance-Based Restricted Stock Units. Dividend Equivalents will be credited as follows, except that the Company may vary the manner of crediting (for example, by crediting cash dividend equivalents rather than additional Performance-Based Restricted Stock Units) for administrative convenience:

(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of cash, then additional Performance-Based Restricted Stock Units shall be credited to Employee as of the payment date of such cash dividend or distribution (or settled as of the payment date of such cash dividend or distribution if the Performance-Based Restricted Stock Units are to be settled before the payment date) equal to the number of outstanding Performance-Based Restricted Stock Units as of the relevant record date multiplied by the amount of cash paid per share of Stock in such dividend or distribution divided by the Fair Market Value of a share of Stock at the payment date for such dividend or distribution (rounded down to the nearest whole share).

(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of property other than shares of Stock, then a number of additional shares of Performance-Based Restricted Stock Units shall be credited to Employee as of the payment date of such cash dividend or distribution (or settled as of the payment date of such cash dividend or distribution if the Performance-Based Restricted Stock Units are to be settled before the payment date) equal to the number of shares of Performance-Based Restricted Stock Units credited to the Employee as of the record date for such dividend or distribution multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding share of Stock at such payment date, divided by the Fair Market Value of a share of Stock at such payment date for such dividend or distribution (rounded down to the nearest whole share).

(iii) Share Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of Stock in the form of additional shares of Stock, or there occurs a forward split of shares of Stock, then a number of additional shares of Performance-Based Restricted Stock Units shall be credited to Employee as of the payment date for such dividend or distribution or forward split (or settled as of the payment date of such cash dividend or distribution if the Performance-Based Restricted Stock Units are to be settled before the payment date) equal to the number of shares of Performance-Based Restricted Stock Units credited to the Employee as of the record date for such dividend or distribution or split multiplied by the number of additional shares of Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Stock (rounded down to the nearest whole share)

(b) Adjustments. The number of shares of Performance-Based Restricted Stock Units credited to Employee shall be appropriately adjusted in order to prevent dilution or enlargement of Employee’s rights with respect to Performance-Based Restricted Stock Units or to reflect any changes in the number of outstanding shares of Stock resulting from any event referred to in Section 11(c) of the Plan, taking into account any Performance-Based Restricted Stock Units credited to Employee in connection with such event under Section 5 hereof. In furtherance of the foregoing, in the event of an equity restructuring, as defined in ASC Topic 718, which affects the shares of Stock, Employee shall have a legal right to an adjustment to Employee’s Performance-Based Restricted Stock Units which shall preserve without enlarging the value of the Performance-Based Restricted Stock Units, with the manner of such adjustment to be determined by the Committee in its discretion.

(c) Risk of Forfeiture and Delivery of Performance-Based Restricted Stock Units Resulting from Dividend Equivalents and Adjustments. Performance-Based Restricted Stock Units which directly or indirectly result from Dividend Equivalents on or adjustments to Performance-Based Restricted Stock Units granted hereunder shall be subject to the same risk of forfeiture and other conditions as apply to the granted Performance-Based Restricted Stock Units to which the Dividend Equivalents or adjustments relate and will be subject to the same terms as such granted Performance-Based Restricted Stock Units (unless the Performance-Based Restricted Stock Units are to be settled prior to the payment date of the Dividend Equivalents or adjustments, in which case the Dividend Equivalents or the date of such adjustments will be settled at the payment date of the dividends or the date of such adjustments (and in no event later than 60 days after the Performance-Based Restricted Stock Units otherwise are to be settled)).

6. Settlement and Deferral.

(a) Settlement Date. Except as otherwise set forth above under “Further Conditions to Settlement,” Performance-Based Restricted Stock Units granted hereunder that have become earned and vested, together with Performance-Based Restricted Stock Units credited as a result of Dividend Equivalents with respect thereto, to the extent earned and vested, shall be settled by delivery of one share of Stock for each Performance-Based Restricted Stock Unit being settled at the time specified herein. Settlement of earned and vested Performance-Based Restricted Stock Units granted hereunder shall occur at the Stated Vesting Date (with shares to be delivered within 60 days after the Stated Vesting Date); provided, however, that settlement of earned and vested Performance-Based Restricted Stock Units shall occur within 60 days after a Change in Control if no provision is made for the continuance, assumption or substitution of the Performance-Based Restricted Stock Units by the Company or its successor in connection with the Change in Control; and provided further, that settlement shall be deferred if so elected by Employee in accordance with Section 6(b) hereof subject to Section 6(c) hereof. Settlement of Performance-Based Restricted Stock Units which directly or indirectly result from Dividend Equivalents on Performance-Based Restricted Stock Units granted hereunder generally shall occur at the time of settlement of the related Performance-Based Restricted Stock Units except as otherwise described above.

(b) Elective Deferral. The Committee may determine to permit Employee to elect to defer settlement (or re-defer) if such election would be permissible under Section 11(k) of the Plan and Code Section 409A. In addition to any applicable requirements under Code Section 409A, any such deferral election shall be made only while Employee remains employed and at a time permitted under Code Section 409A. The form under which an election is made shall set forth the time and form of payment of such amount deferred. Any amount deferred shall be subject to a six-month delay upon payment if required under Section 11(k)(i)(F) of the Plan. Any elective deferral will be subject to such additional terms and conditions as the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, may reasonably impose.

(c) Compliance with Code Section 409A. Other provisions of this Agreement notwithstanding, because the Performance-Based Restricted Stock Units will constitute a "deferral of compensation" under Section 409A of the Code (“Code Section 409A”) as presently in effect or hereafter amended (i.e., the Performance-Based Restricted Stock Units are not excluded or exempted under Code Section 409A or a regulation or other official governmental guidance thereunder; Note: an elective deferral under Section 6(b) would cause the Performance-Based Restricted Stock Units, if not already, to be a deferral of compensation subject to Code Section 409A after the deferral), such Performance-Based Restricted Stock Units will be considered a 409A Award under the Plan and shall be subject to the additional requirements set forth in Section 11(k) of the Plan including without limitation that (i) Termination of Employment shall be construed consistent with the meaning of a Separation from Service and (ii) a Change in Control under the Agreement shall be construed consistent with the meaning of a 409A Ownership/Control Change.

7. Employee Representations and Warranties Upon Settlement. As a condition to the grant, vesting or settlement of Performance-Based Restricted Stock Units, the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation and (ii) to execute a release from claims against the Company arising at or before the date of the release, in such form as may be specified by the Company, and not revoke such release prior the expiration of any applicable revocation period, all within 60 days after Termination of Employment.

8. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Performance-Based Restricted Stock Units and supersedes any prior agreements or documents with respect to the Performance-Based Restricted Stock Units. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Employee with respect to the Performance-Based Restricted Stock Units shall be valid unless expressed in a written instrument executed by Employee.

(b) No Promise of Employment. The Performance-Based Restricted Stock Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company or any Subsidiary for any period of time or at any particular rate of compensation.

(c) Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with the laws (including those governing contracts) of the State of New Jersey, without giving effect to principles of conflicts of laws, and applicable federal law.

(d) Fractional Performance-Based Restricted Stock Units and Shares. The number of Performance-Based Restricted Stock Units credited to Employee shall not include any fractional shares. The Committee, in its sole discretion, may either (i) round the fractional shares to be credited up to the nearest whole Share or (ii) provide that fractional shares shall be paid in cash to Employee at the time the shares of Stock otherwise would have been delivered.

(e) Tax Withholding. Unless otherwise determined by the Committee, or Employee has elected at least 90 days prior to payout to satisfy the tax obligations in cash by other means, at the time of vesting and/or settlement, the Company may withhold from any payment relating to the Performance-Based Restricted Stock Units, including from a vesting or distribution of Stock thereunder, or any payroll or other payment to the Employee, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving the Performance-Based Restricted Stock Units, and to take such other action as the Committee may deem advisable to enable the Company and Employee to satisfy obligations for the payment of withholding taxes and other tax obligations relating to the Performance-Based Restricted Stock Units. The Company shall first withhold any cash payable upon settlement and then may withhold or receive whole shares of Stock or other property and to make cash payments in respect thereof in satisfaction of the Employee's withholding obligations, either on a mandatory or elective basis in the discretion of the Committee, or in satisfaction of other tax obligations. Other provisions of the Plan notwithstanding, only the minimum number of shares of Stock deliverable in connection with the Performance-Based Restricted Stock Units necessary to satisfy statutory withholding requirements will be withheld unless withholding of any additional number of Shares will not result in additional accounting expense to the Company and is permitted by the Committee.

(f) Unfunded Obligations. The grant of Performance-Based Restricted Stock Units and any provision hereof shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee.

(g) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Senior Vice President, Human Resources, or the officer designated by the Company as responsible for administration of the Agreement, and any notice to Employee shall be addressed to Employee at Employee’s address as then appearing in the records of the Company.

(h) Shareholder Rights. Employee and any Beneficiary shall have no rights of a shareholder with respect to outstanding shares of Stock relating to Performance-Based Restricted Stock Units (including the right to vote the Stock, except for the right to receive dividends thereon, subject to mandatory reinvestment of the dividends in additional Performance-Based Restricted Stock Units as specified herein) covered by this Agreement prior to vesting or forfeiture of the shares of Performance-Based Restricted Stock Units except as otherwise specified herein.

Exhibit A

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Performance Goals and Vesting of Performance-Based Restricted Stock Units

The number of shares of Performance-Based Restricted Stock Units set forth in the Agreement may become earned and eligible to become vested and non-forfeitable as of the applicable Stated Vesting Date, subject to the other terms of the Agreement, if the Company’s “Net Financial Earnings per Share” (“NFEPS”) for the fiscal year ending on September 30, 2024 equals or exceeds $ .

Determinations of the Committee regarding NFEPS will be final and binding on Employee. “Net Financial Earnings” or “NFE” is a financial measure not calculated in accordance with generally accepted accounting principles that the Company reports on a quarterly and annual basis to the public and in its quarterly reports on Form 10-Q and annual reports on Form 10-K that are filed with the Securities and Exchange Commission (“SEC”).

Exhibit B

NEW JERSEY RESOURCES CORPORATION

2017 Stock Award and Incentive Plan

Definitions Under Further Conditions to Settlement

(check as applicable)

___

Clean Energy Ventures: Investor, owner, and operator in the renewable energy sector, including, but not limited to, investments in residential and commercial rooftop and ground mount solar systems.

___

“Restricted Territory” consists of the following areas, to the extent such areas have been identified as applicable to the definition of the “Business of the company” above:

Natural Gas Distribution: The State of New Jersey and for those employees engaged in or supervising off system sales, the States of New Jersey, New York and Pennsylvania.

Energy Services: The Continental United States and within a 100 mile radius of the Dawn Storage Hub in Canada.

Clean Energy Ventures: The States of New Jersey, Rhode Island, Connecticut, New York, Michigan, Indiana, and Maryland.

Storage and Transportation: The States of New Jersey, New York, Connecticut, Pennsylvania, Delaware, Virginia, West Virginia, Mississippi, Louisiana, Alabama and Texas.

Home Services: The State of New Jersey.

“Trade Secrets” means a trade secret of the Company as defined by applicable law.

Exhibit 99.1

NEW JERSEY RESOURCES REPORTS FISCAL 2023 FOURTH-QUARTER

AND YEAR END RESULTS

Introduces Fiscal 2024 Guidance and Maintains its Long-term Projected Growth Rate

WALL, N.J., November 21, 2023 — Today, New Jersey Resources Corporation (NYSE: NJR) reported results for the fourth quarter and year ended fiscal 2023. Highlights include:

•	Consolidated net income of $264.7 million for fiscal 2023, compared with net income of $274.9 million in fiscal 2022

•	Consolidated net financial earnings (NFE), a non-GAAP financial measure, of $261.8 million, or $2.70 per share, compared to NFE of $240.3 million, or $2.50 per share, in fiscal 2022

•	Increased fiscal 2024 dividend by 7.7% to $1.68 per share

Outlook for Fiscal 2024

•	Introduces fiscal 2024 net financial earnings per share (NFEPS) guidance range of $2.70 to $2.85

•	Maintains long-term projected NFEPS growth rate of 7 to 9 percent⁽¹⁾

Fourth-quarter fiscal 2023 net income totaled $37.0 million, or $0.38 per share, compared with net income of $54.5 million, or $0.57 per share, during the same period in fiscal 2022. Fiscal 2023 net income totaled $264.7 million, or $2.73 per share, compared with $274.9 million, or $2.86 per share, for the same period in fiscal 2022.

Fourth-quarter fiscal 2023 NFE totaled $29.6 million, or $0.30 per share, compared to NFE of $47.9 million, or $0.50 per share, during the same period in fiscal 2022. Fiscal 2023 NFE totaled $261.8 million, or $2.70 per share, compared with $240.3 million, or $2.50 per share, for the same period in fiscal 2022.

Management Commentary

Steve Westhoven, President and CEO, stated, "NJR reported an excellent year in fiscal 2023 supported by solid contributions from our complementary portfolio of businesses. We achieved NFEPS at the higher end of our guidance range, which was increased by $0.20 earlier this year as a result of the strong performance of our business units during Winter Storm Elliott, particularly Energy Services. Our performance this past year speaks to the strength of our diversified business model, and our ability to adapt to challenges in ways that benefit our customers and investors."

Key Performance Metrics

	Three Months Ended				Twelve Months Ended
	September 30,				September 30,
($ in Thousands)	2023		2022		2023		2022
Net income	$	37,024	$	54,522	$	264,724	$	274,922
Basic EPS	$	0.38	$	0.57	$	2.73	$	2.86
Net financial earnings	$	29,563	$	47,896	$	261,827	$	240,321
Basic net financial earnings per share	$	0.30	$	0.50	$	2.70	$	2.50

⁽¹⁾ NFEPS long-term annual growth projections are based on the midpoint of the $2.20 - $2.30 initial guidance range for fiscal 2022, provided on February 1, 2021

NJR Reports Fourth Quarter and Fiscal 2023 Results

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A reconciliation of net income to NFE for the three and twelve months ended September 30, 2023 and 2022, is provided below.

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
(Thousands)	2023			2022			2023			2022
Net income	$	37,024		$	54,522		$	264,724		$	274,922
Add:
Unrealized gain on derivative instruments and related transactions		(7,579	)		(1,846	)		(38,081	)		(59,906	)
Tax effect		1,800			439			9,050			14,248
Effects of economic hedging related to natural gas inventory		(2,186	)		(5,221	)		34,699			19,939
Tax effect		520			1,241			(8,246	)		(4,738	)
Gain on equity method investment		—			(1,500	)		(300	)		(5,521	)
Tax effect		(93	)		374			(19	)		1,377
NFE tax adjustment		77			(113	)		—			—
Net financial earnings	$	29,563		$	47,896		$	261,827		$	240,321

Weighted Average Shares Outstanding
Basic		97,568			96,235			97,028			96,100
Diluted		98,192			96,630			97,627			96,488

Basic earnings per share	$	0.38		$	0.57		$	2.73		$	2.86
Add:
Unrealized gain on derivative instruments and related transactions		(0.08	)		(0.02	)		(0.39	)		(0.62	)
Tax effect		0.02			0.01			0.09			0.15
Effects of economic hedging related to natural gas inventory		(0.02	)		(0.05	)		0.36			0.21
Tax effect		—			0.01			(0.09	)		(0.05	)
Gain on equity method investment		—			(0.02	)		—			(0.06	)
Tax effect		—			—			—			0.01
Basic net financial earnings per share	$	0.30		$	0.50		$	2.70		$	2.50

NFE is a measure of earnings based on the elimination of timing differences to effectively match the earnings effects of the economic hedges with the physical sale of natural gas, Solar Renewable Energy Certificates (SRECs) and foreign currency contracts. Consequently, to reconcile net income and NFE, current-period unrealized gains and losses on the derivatives are excluded from NFE as a reconciling item. Realized derivative gains and losses are also included in current-period net income. However, NFE includes only realized gains and losses related to natural gas sold out of inventory, effectively matching the full earnings effects of the derivatives with realized margins on physical natural gas flows. NFE also excludes certain transactions associated with equity method investments, including impairment charges, which are non-cash charges, and return of capital in excess of the carrying value of our investment. These are not indicative of the Company's performance for its ongoing operations. Included in the tax effects are current and deferred income tax expense corresponding with the components of NFE.

NJR Reports Fourth Quarter and Fiscal 2023 Results

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A table detailing NFE for the three and twelve months ended September 30, 2023 and 2022, is provided below.

Net financial (loss) earnings by business unit

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
(Thousands)	2023			2022			2023			2022
New Jersey Natural Gas	$	(24,838	)	$	(16,387	)	$	131,414		$	140,124
Clean Energy Ventures		50,152			57,813			44,458			39,403
Storage and Transportation		1,784			11,341			12,835			22,454
Energy Services		(3,537	)		(3,383	)		68,517			39,121
Home Services and Other		3,451			(1,894	)		4,758			(781	)
Subtotal		27,012			47,490			261,982			240,321
Eliminations		2,551			406			(155	)		—
Total	$	29,563		$	47,896		$	261,827		$	240,321

Fiscal 2024 NFE Guidance:

NJR is introducing its fiscal 2024 NFEPS guidance range of $2.70 to $2.85, which represents 12.3% percent year-over-year growth over the midpoint of the originally provided fiscal 2023 guidance range of $2.42 - $2.52, subject to the risks and uncertainties identified below under "Forward-Looking Statements."

In fiscal 2024, NJR expects Energy Services will represent a higher percentage of NFEPS than in prior years due to contributions from the Asset Management Agreements signed in 2020. The following chart represents NJR’s current expected contributions from its business segments for fiscal 2024:

Company	Expected Fiscal 2024 Net Financial Earnings Contribution
New Jersey Natural Gas	40 to 45 percent
Clean Energy Ventures	13 to 18 percent
Storage and Transportation	4 to 8 percent
Energy Services	35 to 40 percent
Home Services and Other	0 to 1 percent

In providing fiscal 2024 NFE guidance, management is aware there could be differences between reported GAAP earnings and NFE due to matters such as, but not limited to, the positions of our energy-related derivatives. Management is not able to reasonably estimate the aggregate impact or significance of these items on reported earnings and, therefore, is not able to provide a reconciliation to the corresponding GAAP equivalent for its operating earnings guidance without unreasonable efforts.

New Jersey Natural Gas ("NJNG")

NJNG reported fiscal 2023 NFE of $131.4 million, compared to NFE of $140.1 million during fiscal 2022. NJNG reported fourth-quarter fiscal 2023 net financial loss of $(24.8) million, compared to a net financial loss of $(16.4) million during the same period in fiscal 2022. The decrease in NFE for the year was due primarily to higher depreciation and operating expenses, including the deferral of bad debt costs in accordance with the July 2, 2020 BPU deferral order in fiscal 2022 that did not reoccur, partially offset by higher utility gross margin.

NJR Reports Fourth Quarter and Fiscal 2023 Results

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Customer Growth:

•	NJNG added 8,800 new customers during fiscal 2023, compared with 7,808 during fiscal 2022. NJNG expects these new customers to contribute approximately $7.4 million of incremental utility gross margin on an annualized basis.

Infrastructure Update:

•

NJNG's Infrastructure Investment Program (IIP) is a five-year, $150 million accelerated recovery program that began in fiscal 2021. IIP consists of a series of infrastructure projects designed to enhance the safety and reliability of NJNG's natural gas distribution system. During fiscal 2023, NJNG spent $43.1 million under the program on various distribution system reinforcement projects. On March 30, 2023, NJNG submitted its annual IIP filing to the BPU requesting a rate increase for capital expenditures of $31.4 million through June 30, 2023, resulting in a $3.2 million revenue increase, with an effective date of October 1, 2023.

Basic Gas Supply Service (BGSS) Incentive Programs:

BGSS incentive programs contributed $20.0 million to utility gross margin in fiscal 2023, compared with $19.6 million during fiscal 2022. Increases in storage incentive margin and capacity release volumes in fiscal 2023, were partially offset by lower off-system sales.

For more information on utility gross margin, please see "Non-GAAP Financial Information" below.

Energy-Efficiency Programs:

SAVEGREEN invested $59.8 million in fiscal 2023 in energy-efficiency upgrades for customers' homes and businesses. NJNG recovered $26.3 million of its outstanding investments during fiscal 2023 through its energy efficiency rate.

Clean Energy Ventures (CEV)

CEV reported fiscal 2023 NFE of $44.5 million, compared with NFE of $39.4 million during fiscal 2022. Fourth-quarter fiscal 2023 NFE were $50.2 million, compared with NFE of $57.8 million during the same period in fiscal 2022. The increase in NFE for fiscal 2023 was due primarily to a reversal of a valuation allowance on certain deferred tax assets during June 2023, which was determined to be no longer required. The decrease in NFE for the fourth quarter of fiscal 2023 was largely due to lower SREC and electricity revenue for the period, partially offset by higher TREC revenue.

Solar Investment Update:

•

During fiscal 2023, CEV placed 10 commercial projects into service, adding approximately 78MW to total installed capacity, including two operational assets acquired in July 2023 totaling approximately 21MW.

•

As of September 30, 2023, CEV had approximately 469MW of solar capacity (including residential) in service in New Jersey, New York, Connecticut, Rhode Island, Indiana, and Michigan.

Storage and Transportation

Storage and Transportation reported fiscal 2023 NFE of $12.8 million, compared with NFE of $22.5 million during fiscal 2022. Fourth-quarter fiscal 2023 NFE were $1.8 million, compared with NFE of $11.3 million during the same period in fiscal 2022. NFE for both periods decreased due to increased depreciation and interest expense; resulting primarily from the southern portion of the Adelphia Gateway project, which was placed in service in September 2022.

NJR Reports Fourth Quarter and Fiscal 2023 Results

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Energy Services

Energy Services reported fiscal 2023 NFE of $68.5 million, compared with NFE of $39.1 million during fiscal 2022. Fourth-quarter fiscal 2023 net financial loss was $(3.5) million compared with net financial loss of $(3.4) million for the same period in fiscal 2022. The increase in fiscal 2023 NFE was due to higher natural gas price volatility during periods of colder than expected weather in December 2022 and February 2023 as compared to the prior year, allowing Energy Services to capture additional financial margin.

Home Services and Other Operations

Home Services and Other Operations reported fiscal 2023 NFE of $4.8 million, compared with a net financial loss of $(0.8) million during fiscal 2022. Fourth-quarter fiscal 2023 NFE were $3.5 million compared with a net financial loss of $(1.9) million for the same period in fiscal 2022. The increase in NFE for the quarter and year was due primarily to increased installation and service contract revenue.

Capital Expenditures and Cash Flows:

NJR is committed to maintaining a strong financial profile:

•

During fiscal 2023, capital expenditures were $537.3 million, including accruals, compared with $569.2 million, during fiscal 2022. The decrease in capital expenditures was primarily due to the completion of the southern portion of the Adelphia Gateway Pipeline project, which was placed into service in September 2022, as well as lower solar capital expenditures during the fiscal year. This was partially offset by an increase in capital expenditures at NJNG of $112.4 million, largely due to investments in customer growth and system integrity.

•

During fiscal 2023, cash flows from operations were $479.0 million, compared with cash flows from operations of $323.5 million during the same period of fiscal 2022. The increase in operating cash flows was due to increased earnings and decreased working capital requirements as a result of a lower gas prices when compared to the prior fiscal year.

NJR Reports Fourth Quarter and Fiscal 2023 Results

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Forward-Looking Statements:

This earnings release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Words such as “anticipates,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “believes,” “should” and similar expressions may identify forward-looking statements and such forward-looking statements are made based upon management’s current expectations, assumptions and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations, assumptions and beliefs or that the effect of future developments on NJR will be those anticipated by management. Forward-looking statements in this earnings release include, but are not limited to, certain statements regarding NJR’s NFEPS guidance for fiscal 2024, projected NFEPS growth rates, NFEPS Contributions, forecasted contribution of business segments to NJR’s NFE for fiscal 2024, customer growth at NJNG and their expected contributions, infrastructure programs and investments future decarbonization opportunities including IIP, the outcome or timing of future Base Rate Cases with the BPU, and other legal and regulatory expectations.

Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings with the SEC, including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site, http://www.sec.gov. Information included in this earnings release is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR's results of operations and financial condition in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events.

Non-GAAP Financial Information:

This earnings release includes the non-GAAP financial measures NFE/net financial loss, NFE per basic share, financial margin and utility gross margin. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP can be found below. As an indicator of NJR’s operating performance, these measures should not be considered an alternative to, or more meaningful than, net income or operating revenues as determined in accordance with GAAP. This information has been provided pursuant to the requirements of SEC Regulation G.

NFE and financial margin exclude unrealized gains or losses on derivative instruments related to NJR’s unregulated subsidiaries and certain realized gains and losses on derivative instruments related to natural gas that has been placed into storage at Energy Services and certain transactions related to NJR's investments in the PennEast Project, net of applicable tax adjustments as described below. Financial margin also differs from gross margin as defined on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization as well as the effects of derivatives as discussed above. Volatility associated with the change in value of these financial instruments and physical commodity reported on the income statement in the current period. In order to manage its business, NJR views its results without the impacts of the unrealized gains and losses, and certain realized gains and losses, caused by changes in value of these financial instruments and physical commodity contracts prior to the completion of the planned transaction because it shows changes in value currently instead of when the planned transaction ultimately is settled. An annual estimated effective tax rate is calculated for NFE purposes and any necessary quarterly tax adjustment is applied to NJR Energy Services Company.

NJNG’s utility gross margin is defined as operating revenues less natural gas purchases, sales tax, and regulatory rider expense. This measure differs from gross margin as presented on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization. Utility gross margin may also not be comparable to the definition of gross margin used by others in the natural gas distribution business and other industries. Management believes that utility gross margin provides a meaningful basis for evaluating utility operations since natural gas costs, sales tax and regulatory rider expenses are included in operating revenues and passed through to customers and, therefore, have no effect on utility gross margin.

Management uses these non-GAAP financial measures as supplemental measures to other GAAP results to provide a more complete understanding of NJR’s performance. Management believes these non-GAAP financial measures are more reflective of NJR’s business model, provide transparency to investors and enable period-to-period comparability of financial performance. A reconciliation of all non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP can be found below. For a full discussion of NJR’s non-GAAP financial measures, please see NJR’s most recent Report on Form 10-K, Item 7.

NJR Reports Fourth Quarter and Fiscal 2023 Results

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About New Jersey Resources

New Jersey Resources (NYSE: NJR) is a Fortune 1000 company that, through its subsidiaries, provides safe and reliable natural gas and clean energy services, including transportation, distribution, asset management and home services. NJR is composed of five primary businesses:

•	New Jersey Natural Gas, NJR’s principal subsidiary, operates and maintains natural gas transportation and distribution infrastructure to serve approximately 576,000 customers in New Jersey’s Monmouth, Ocean, Morris, Middlesex, Sussex and Burlington counties.

•	Clean Energy Ventures invests in, owns and operates solar projects with a total capacity of approximately 469 megawatts, providing residential and commercial customers with low-carbon solutions.

•	Energy Services manages a diversified portfolio of natural gas transportation and storage assets and provides physical natural gas services and customized energy solutions to its customers across North America.

•	Storage and Transportation serves customers from local distributors and producers to electric generators and wholesale marketers through its ownership of Leaf River and the Adelphia Gateway Pipeline, as well as our 50% equity ownership in the Steckman Ridge natural gas storage facility.

•	Home Services provides service contracts as well as heating, central air conditioning, water heaters, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey.

NJR and its over 1,300 employees are committed to helping customers save energy and money by promoting conservation and encouraging efficiency through Conserve to Preserve^® and initiatives such as The SAVEGREEN Project^® and The Sunlight Advantage^®.

For more information about NJR:

www.njresources.com.

“Like” us on facebook.com/NewJerseyNaturalGas.

NJR Reports Fourth Quarter and Fiscal 2023 Results

Page 8 of 13

NEW JERSEY RESOURCES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended				Twelve Months Ended
	September 30,				September 30,
(Thousands, except per share data)	2023		2022		2023		2022
OPERATING REVENUES
Utility	$	108,404	$	190,151	$	1,011,284	$	1,127,417
Nonutility		222,921		575,335		951,710		1,778,562
Total operating revenues		331,325		765,486		1,962,994		2,905,979
OPERATING EXPENSES
Gas purchases
Utility		34,998		112,463		416,158		547,901
Nonutility		87,228		413,521		555,579		1,393,656
Related parties		1,739		1,828		7,206		7,395
Operation and maintenance		100,759		118,723		373,568		361,866
Regulatory rider expenses		3,017		3,496		50,542		59,437
Depreciation and amortization		39,291		34,549		152,941		129,249
Total operating expenses		267,032		684,580		1,555,994		2,499,504
OPERATING INCOME		64,293		80,906		407,000		406,475
Other income, net		10,938		9,744		26,083		22,295
Interest expense, net of capitalized interest		33,143		26,016		123,014		85,830
INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF AFFILIATES		42,088		64,634		310,069		342,940
Income tax provision		6,216		12,144		49,275		76,195
Equity in earnings of affiliates		1,152		2,032		3,930		8,177
NET INCOME	$	37,024	$	54,522	$	264,724	$	274,922

EARNINGS PER COMMON SHARE
Basic	$	0.38	$	0.57	$	2.73	$	2.86
Diluted	$	0.38	$	0.56	$	2.71	$	2.85

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		97,568		96,235		97,028		96,100
Diluted		98,192		96,630		97,627		96,488

NJR Reports Fourth Quarter and Fiscal 2023 Results

Page 9 of 13

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES

(Unaudited)

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
(Thousands)	2023			2022			2023			2022
NEW JERSEY RESOURCES

A reconciliation of net income, the closest GAAP financial measure, to net financial earnings is as follows:

Net income	$	37,024		$	54,522		$	264,724		$	274,922
Add:
Unrealized gain on derivative instruments and related transactions		(7,579	)		(1,846	)		(38,081	)		(59,906	)
Tax effect		1,800			439			9,050			14,248
Effects of economic hedging related to natural gas inventory		(2,186	)		(5,221	)		34,699			19,939
Tax effect		520			1,241			(8,246	)		(4,738	)
Gain on equity method investment		—			(1,500	)		(300	)		(5,521	)
Tax effect		(93	)		374			(19	)		1,377
NFE tax adjustment		77			(113	)		—			—
Net financial earnings	$	29,563		$	47,896		$	261,827		$	240,321

Weighted Average Shares Outstanding
Basic		97,568			96,235			97,028			96,100
Diluted		98,192			96,630			97,627			96,488

A reconciliation of basic earnings per share, the closest GAAP financial measure, to basic net financial earnings per share is as follows:

Basic earnings per share	$	0.38		$	0.57		$	2.73		$	2.86
Add:
Unrealized gain on derivative instruments and related transactions	$	(0.08	)	$	(0.02	)	$	(0.39	)	$	(0.62	)
Tax effect	$	0.02		$	0.01		$	0.09		$	0.15
Effects of economic hedging related to natural gas inventory	$	(0.02	)	$	(0.05	)	$	0.36		$	0.21
Tax effect	$	—		$	0.01		$	(0.09	)	$	(0.05	)
Gain on equity method investment	$	—		$	(0.02	)	$	—		$	(0.06	)
Tax effect	$	—		$	—		$	—		$	0.01
Basic net financial earnings per share	$	0.30		$	0.50		$	2.70		$	2.50

NATURAL GAS DISTRIBUTION

A reconciliation of gross margin, the closest GAAP financial measure, to utility gross margin is as follows:

Operating revenues	$	108,741	$	190,488	$	1,012,633	$	1,128,767
Less:
Natural gas purchases		37,323		114,791		425,457		557,232
Operating and maintenance ⁽¹⁾		31,605		30,805		115,292		93,164
Regulatory rider expense		3,017		3,496		50,542		59,437
Depreciation and amortization		26,292		24,391		102,326		94,579
Gross margin		10,504		17,005		319,016		324,355
Add:
Operating and maintenance ⁽¹⁾		31,605		30,805		115,292		93,164
Depreciation and amortization		26,292		24,391		102,326		94,579
Utility gross margin	$	68,401	$	72,201	$	536,634	$	512,098

(1) Excludes selling, general and administrative expenses of $28.7 million and $26.7 million for the three months ended September 30, 2023 and 2022, respectively, and $111.5 million and $102.8 million for the fiscal year ended September 30, 2023 and 2022, respectively.

NJR Reports Fourth Quarter and Fiscal 2023 Results

Page 10 of 13

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES (continued)

(Unaudited)

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
(Thousands)	2023			2022			2023			2022
ENERGY SERVICES

A reconciliation of gross margin, the closest GAAP financial measure, to Energy Services' financial margin is as follows:

Operating revenues	$	102,932		$	439,568		$	691,616		$	1,529,272
Less:
Natural Gas purchases		87,932			413,805			558,932			1,394,405
Operation and maintenance ⁽¹⁾		5,833			10,281			20,199			23,709
Depreciation and amortization		51			54			221			148
Gross margin		9,116			15,428			112,264			111,010
Add:
Operation and maintenance ⁽¹⁾		5,833			10,281			20,199			23,709
Depreciation and amortization		51			54			221			148
Unrealized (gain) loss on derivative instruments and related transactions		(8,559	)		1,671			(48,251	)		(60,000	)
Effects of economic hedging related to natural gas inventory		(2,186	)		(5,221	)		34,699			19,939
Financial margin	$	4,255		$	22,213		$	119,132		$	94,806

(1) Excludes selling, general and administrative expenses of $0.4 million and $14.3 million for the three months ended September 30, 2023 and 2022, respectively, and $(0.8) million and $15.4 million for the fiscal year ended September 30, 2023 and 2022, respectively.

A reconciliation of net income, the closest GAAP financial measure, to net financial earnings is as follows:

Net income (loss)	$	4,577		$	(564	)	$	78,848		$	69,650
Add:
Unrealized (gain) loss on derivative instruments and related transactions		(8,559	)		1,671			(48,251	)		(60,000	)
Tax effect		2,034			(397	)		11,467			14,270
Effects of economic hedging related to natural gas		(2,186	)		(5,221	)		34,699			19,939
Tax effect		520			1,241			(8,246	)		(4,738	)
NFE tax adjustment		77			(113	)		—			—
Net financial (loss) earnings	$	(3,537	)	$	(3,383	)	$	68,517		$	39,121

NJR Reports Fourth Quarter and Fiscal 2023 Results

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FINANCIAL STATISTICS BY BUSINESS UNIT

(Unaudited)

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
(Thousands, except per share data)	2023			2022			2023			2022
NEW JERSEY RESOURCES

Operating Revenues
Natural Gas Distribution	$	108,741		$	190,488		$	1,012,633		$	1,128,767
Clean Energy Ventures		83,755			92,475			124,131			128,280
Energy Services		102,932			439,568			691,616			1,529,272
Storage and Transportation		22,933			25,860			92,859			67,735
Home Services and Other		14,969			14,789			57,638			56,182
Sub-total		333,330			763,180			1,978,877			2,910,236
Eliminations		(2,005	)		2,306			(15,883	)		(4,257	)
Total	$	331,325		$	765,486		$	1,962,994		$	2,905,979


Operating (Loss) Income
Natural Gas Distribution	$	(18,172	)	$	(9,721	)	$	207,528		$	218,973
Clean Energy Ventures		67,389			74,055			58,722			66,178
Energy Services		8,742			1,160			113,112			95,639
Storage and Transportation		5,901			12,867			32,425			22,163
Home Services and Other		595			(1,562	)		2,495			678
Sub-total		64,455			76,799			414,282			403,631
Eliminations		(162	)		4,107			(7,282	)		2,844
Total	$	64,293		$	80,906		$	407,000		$	406,475


Equity in Earnings of Affiliates
Storage and Transportation	$	863		$	2,279		$	3,126		$	9,865
Eliminations		289			(247	)		804			(1,688	)
Total	$	1,152		$	2,032		$	3,930		$	8,177


Net (Loss) Income
Natural Gas Distribution	$	(24,838	)	$	(16,387	)	$	131,414		$	140,124
Clean Energy Ventures		50,152			57,813			44,458			39,403
Energy Services		4,577			(564	)		78,848			69,650
Storage and Transportation		1,877			12,467			13,154			26,598
Home Services and Other		3,451			(1,894	)		4,758			(781	)
Sub-total		35,219			51,435			272,632			274,994
Eliminations		1,805			3,087			(7,908	)		(72	)
Total	$	37,024		$	54,522		$	264,724		$	274,922


Net Financial (Loss) Earnings
Natural Gas Distribution	$	(24,838	)	$	(16,387	)	$	131,414		$	140,124
Clean Energy Ventures		50,152			57,813			44,458			39,403
Energy Services		(3,537	)		(3,383	)		68,517			39,121
Storage and Transportation		1,784			11,341			12,835			22,454
Home Services and Other		3,451			(1,894	)		4,758			(781	)
Sub-total		27,012			47,490			261,982			240,321
Eliminations		2,551			406			(155	)		—
Total	$	29,563		$	47,896		$	261,827		$	240,321


Throughput (Bcf)
NJNG, Core Customers		17.4			21.0			93.4			99.6
NJNG, Off System/Capacity Management		20.6			25.8			72.6			95.2
Energy Services Fuel Mgmt. and Wholesale Sales		41.4			50.2			150.4			231.1
Total		79.4			97.0			316.4			425.9


Common Stock Data
Yield at September 30,		4.1	%		4.0	%		4.1	%		4.0	%
Market Price at September 30,	$	40.63		$	38.70		$	40.63		$	38.70
Shares Out. at September 30,		97,584			96,250			97,584			96,250
Market Cap. at September 30,	$	3,964,856		$	3,724,870		$	3,964,856		$	3,724,870

NJR Reports Fourth Quarter and Fiscal 2023 Results

Page 12 of 13

	Three Months Ended						Twelve Months Ended
(Unaudited)	September 30,						September 30,
(Thousands, except customer and weather data)	2023			2022			2023			2022
NATURAL GAS DISTRIBUTION

Utility Gross Margin
Operating revenues	$	108,741		$	190,488		$	1,012,633		$	1,128,767
Less:
Natural gas purchases		37,323			114,791			425,457			557,232
Operating and maintenance ⁽¹⁾		31,605			30,805			115,292			93,164
Regulatory rider expense		3,017			3,496			50,542			59,437
Depreciation and amortization		26,292			24,391			102,326			94,579
Gross margin		10,504			17,005			319,016			324,355
Add:
Operating and maintenance ⁽¹⁾		31,605			30,805			115,292			93,164
Depreciation and amortization		26,292			24,391			102,326			94,579
Total Utility Gross Margin	$	68,401		$	72,201		$	536,634		$	512,098
(1) Excludes selling, general and administrative expenses of $28.7 million and $26.7 million for the three months ended September 30, 2023 and 2022, respectively, and $111.5 million and $102.8 million for the fiscal year ended September 30, 2023 and 2022, respectively.

Utility Gross Margin, Operating Income and Net Income
Residential	$	39,121		$	37,451		$	360,138		$	341,167
Commercial, Industrial & Other		10,808			13,020			76,550			77,629
Firm Transportation		14,611			12,832			76,114			69,933
Total Firm Margin		64,540			63,303			512,802			488,729
Interruptible		1,240			1,362			3,812			3,782
Total System Margin		65,780			64,665			516,614			492,511
Off System/Capacity Management/FRM/Storage Incentive		2,621			7,536			20,020			19,587
Total Utility Gross Margin		68,401			72,201			536,634			512,098
Operation and maintenance expense		60,281			57,531			226,780			198,546
Depreciation and amortization		26,292			24,391			102,326			94,579
Operating (Loss) Income	$	(18,172	)	$	(9,721	)	$	207,528		$	218,973

Net (Loss) Income	$	(24,838	)	$	(16,387	)	$	131,414		$	140,124

Net Financial (Loss) Earnings	$	(24,838	)	$	(16,387	)	$	131,414		$	140,124

Throughput (Bcf)
Residential		3.4			3.2			43.4			45.5
Commercial, Industrial & Other		0.4			0.8			8.4			8.7
Firm Transportation		1.1			1.5			12.1			13.0
Total Firm Throughput		4.9			5.5			63.9			67.2
Interruptible		12.5			15.5			29.5			32.4
Total System Throughput		17.4			21.0			93.4			99.6
Off System/Capacity Management		20.6			25.8			72.6			95.2
Total Throughput		38.0			46.8			166.0			194.8

Customers
Residential		520,682			512,264			520,682			512,264
Commercial, Industrial & Other		31,725			31,227			31,725			31,227
Firm Transportation		23,490			25,713			23,490			25,713
Total Firm Customers		575,897			569,204			575,897			569,204
Interruptible		83			88			83			88
Total System Customers		575,980			569,292			575,980			569,292
Off System/Capacity Management*		20			8			20			8
Total Customers		576,000			569,300			576,000			569,300
*The number of customers represents those active during the last month of the period.
Degree Days
Actual		28			33			3,897			4,130
Normal		24			27			4,498			4,504
Percent of Normal		116.7	%		122.2	%		86.6	%		91.7	%

NJR Reports Fourth Quarter and Fiscal 2023 Results

Page 13 of 13

	Three Months Ended				Twelve Months Ended
(Unaudited)	September 30,				September 30,
(Thousands, except customer, RECs and megawatt)	2023		2022		2023			2022
CLEAN ENERGY VENTURES

Operating Revenues
SREC sales	$	69,455	$	76,637	$	79,762		$	84,476
TREC sales		4,629		1,913		12,636			5,487
Solar electricity sales and other		6,608		10,967		19,782			26,806
Sunlight Advantage		3,063		2,958		11,951			11,511
Total Operating Revenues	$	83,755	$	92,475	$	124,131		$	128,280

Depreciation and Amortization	$	6,607	$	5,494	$	25,320		$	21,396

Operating Income	$	67,389	$	74,055	$	58,722		$	66,178

Income Tax (Benefit) Provision	$	15,396	$	16,885	$	(7,683	)	$	11,361

Net Income	$	50,152	$	57,813	$	44,458		$	39,403

Net Financial Earnings	$	50,152	$	57,813	$	44,458		$	39,403

Solar Renewable Energy Certificates Generated		129,286		146,772		422,039			425,453

Solar Renewable Energy Certificates Sold		345,035		378,532		393,906			417,305

Transition Renewable Energy Certificates Generated		28,507		13,443		80,520			38,914

Solar Renewable Energy Certificates II Generated		4,457		—		10,260			—

Solar Megawatts Under Construction		5.6		63.1		5.6			63.1

ENERGY SERVICES

Operating Income
Operating revenues	$	102,932		$	439,568		$	691,616	$	1,529,272
Less:
Gas purchases		87,932			413,805			558,932		1,394,405
Operation and maintenance expense		6,207			24,549			19,351		39,080
Depreciation and amortization		51			54			221		148
Operating Income	$	8,742		$	1,160		$	113,112	$	95,639

Net Income (Loss)	$	4,577		$	(564	)	$	78,848	$	69,650

Financial Margin	$	4,255		$	22,213		$	119,132	$	94,806

Net Financial (Loss) Earnings	$	(3,537	)	$	(3,383	)	$	68,517	$	39,121

Gas Sold and Managed (Bcf)		41.4			50.2			150.4		231.1

STORAGE AND TRANSPORTATION

Operating Revenues	$	22,933	$	25,860		$	92,859	$	67,735

Equity in Earnings of Affiliates	$	863	$	2,279		$	3,126	$	9,865

Operation and Maintenance Expense	$	10,697	$	8,044		$	34,648	$	30,568

Other Income, Net	$	2,021	$	1,405		$	6,850	$	8,546

Interest Expense	$	6,538	$	4,937		$	25,803	$	12,097

Income Tax Provision (Benefit)	$	370	$	(853	)	$	3,444	$	1,879

Net Income	$	1,877	$	12,467		$	13,154	$	26,598

Net Financial Earnings	$	1,784	$	11,341		$	12,835	$	22,454

HOME SERVICES AND OTHER

Operating Revenues	$	14,969	$	14,789		$	57,638	$	56,182

Operating Income (Loss)	$	595	$	(1,562	)	$	2,495	$	678

Net Income (Loss)	$	3,451	$	(1,894	)	$	4,758	$	(781	)

Net Financial Earnings (Loss)	$	3,451	$	(1,894	)	$	4,758	$	(781	)

Total Service Contract Customers at Sep 30		101,499		103,123			101,499		103,123

Exhibit 99.2

FY 2023 Fourth Quarter and Year End Financial Results November 21, 2023 November 2023 Investor Presentation

Forward-Looking Statements and Non-GAAP Measures Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Words such as “anticipates,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “believes,” “should” and similar expressions may identify forward-looking statements and such forward-looking statements are made based upon management’s current expectations, assumptions and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations, assumptions and beliefs or that the effect of future developments on NJR will be those anticipated by management. Forward-looking statements in this earnings presentation include, but are not limited to, certain statements regarding NJR’s NFEPS guidance for fiscal 2024, including NFEPS guidance by Segment, fiscal 2024 and 2025 long term growth targets and range, long term annual growth projections and targets, Capital Plan expectations for FY 2024 and 2025, projections of dividend and financing activities, customer growth at NJNG, future NJR and NJNG capital expenditures, potential CEV capital projects, project pipeline (under construction, contract or exclusivity) through Fiscal 2028, total expected shareholder return projections, dividend growth, CEV revenue and service projections, SREC Hedging strategies and Asset Management Agreements, the outcome and timing of future Base Rate Cases with the BPU, emissions reduction strategies and clean energy goals, environmental social and governance efforts, rising interest rates and ITCs, and other legal and regulatory expectations. Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings with the SEC, including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site, http://www.sec.gov. Information included in this presentation is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR's results of operations and financial condition in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events. Non-GAAP Measures Non-GAAP Measures This presentation includes the non-GAAP financial measures NFE/net financial loss, NFE per basic share, financial margin, utility gross margin, adjusted funds from operations and adjusted debt. A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and reported in accordance with GAAP can be found below. As an indicator of NJR’s operating performance, these measures should not be considered an alternative to, or more meaningful than, net income or operating revenues as determined in accordance with GAAP. This information has been provided pursuant to the requirements of SEC Regulation G. NFE and financial margin exclude unrealized gains or losses on derivative instruments related to NJR’s unregulated subsidiaries and certain realized gains and losses on derivative instruments related to natural gas that has been placed into storage at Energy Services and certain transactions related to NJR's investments in the PennEast Project, net of applicable tax adjustments as described below. Financial margin also differs from gross margin as defined on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization as well as the effects of derivatives as discussed above. Volatility associated with the change in value of these financial instruments and physical commodity reported on the income statement in the current period. In order to manage its business, NJR views its results without the impacts of the unrealized gains and losses, and certain realized gains and losses, caused by changes in value of these financial instruments and physical commodity contracts prior to the completion of the planned transaction because it shows changes in value currently instead of when the planned transaction ultimately is settled. An annual estimated effective tax rate is calculated for NFE purposes and any necessary quarterly tax adjustment is applied to NJR Energy Services Company. NJNG’s utility gross margin is defined as operating revenues less natural gas purchases, sales tax, and regulatory rider expense. This measure differs from gross margin as presented on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization. Utility gross margin may also not be comparable to the definition of gross margin used by others in the natural gas distribution business and other industries. Management believes that utility gross margin provides a meaningful basis for evaluating utility operations since natural gas costs, sales tax and regulatory rider expenses are included in operating revenues and passed through to customers and, therefore, have no effect on utility gross margin. Adjusted funds from operations is cash flows from operating activities, plus components of working capital, cash paid for interest (net of amounts capitalized), capitalized interest, the incremental change in SAVEGREEN loans, grants, rebates, and related investments, and operating lease expense. Adjusted debt is total long-term and short-term debt, net of cash and cash equivalents, excluding solar asset financing obligations but including solar contractually committed payments for sale lease-backs, debt issuance costs, and other Fitch credit metric adjustments. Management uses NFE/net financial loss, utility gross margin, financial margin, adjusted funds from operations and adjusted debt, as supplemental measures to other GAAP results to provide a more complete understanding of the Company’s performance. Management believes these non-GAAP measures are more reflective of the Company’s business model, provide transparency to investors and enable period-to-period comparability of financial performance. In providing NFE guidance, management is aware that there could be differences between reported GAAP earnings and NFE/net financial loss due to matters such as, but not limited to, the positions of our energy-related derivatives. Management is not able to reasonably estimate the aggregate impact or significance of these items on reported earnings and therefore is not able to provide a reconciliation to the corresponding GAAP equivalent for its operating earnings guidance without unreasonable efforts. In addition, in making forecasts relating to S&T’s Adjusted EBITDA and adjusted funds from operations and adjusted debt, management is aware that there could be differences between reported GAAP earnings, cash flows from operations and total long-term and short-term debt due to matters such as, but not limited to, the unpredictability and variability of future earnings, working capital and cash positions. Management is not able to reasonably estimate the aggregate impact or significance of these items on reported GAAP measures and therefore is not able to provide a reconciliation to the corresponding GAAP equivalent for such forecasts without unreasonable efforts. NFE/net financial loss, utility gross margin and financial margin are discussed more fully in Item 7 of our Report on Form 10-K and, we have provided presentations of the most directly comparable GAAP financial measure and a reconciliation of our non-GAAP financial measures, NFE/net financial loss, utility gross margin, financial margin, adjusted funds from operations and adjusted debt, to the most directly comparable GAAP financial measures, in the appendix to this presentation. This information has been provided pursuant to the requirements of SEC Regulation G.

Contents Fiscal 2023 Fourth Quarter and Year End Conference Call 4 Agenda 5 Fiscal 2023 Accomplishments 6 Fiscal 2024 NFEPS Guidance of $2.70 to $2.85 7 NFEPS Guidance by Segment 8 New Jersey Natural Gas 9 Clean Energy Ventures (CEV): Pipeline of Investment Opportunities 10 Storage and Transportation (S&T): Overview 11 Energy Services Overview 12 Financial Review 13 Review of Fiscal 2023 NFE Changes 14 Capital Plan 15 Projected Cash Flows 16 Investment Grade Profile 17 Debt Maturities: Well Positioned in a Rising Rate Environment 18 Growth Strategy and Key Highlights Appendix: Financial Statements and Additional Information – 19 20 Reconciliation of NFE and NFEPS to Net Income 21 Other Reconciliation of Non-GAAP Measures 22 Reconciliation of Adjusted Funds from Operations to Cash Flow from Operations 23 Fiscal 2023 Fourth Quarter and Year NFE by Business Unit 24 Review of Fiscal 2023 Q4 NFE Changes 25 NJR's Business Portfolio 26 NJNG: Supportive Regulatory Construct 27 CEV: SREC Hedging Strategy Stabilizes Revenue 28 Capital Plan Table 29 Dividend Growth: Committed to Building Shareholder Value 30 Environmental, Social and Governance Efforts 31 Shareholder and Contact Information

1 FY 2023 Highlights Steve Westhoven | President and CEO 2 Financial Highlights Roberto Bel | SVP and CFO 3 Q&A Session FY 2023 Fourth Quarter And Year End Conference Call Agenda 4

Fiscal 2023 Accomplishments Executing on our Strategic Plan to Drive Continued, Organic Growth NJNG CEV S&T Energy Services $2.73 FY 2023 EPS $2.70 FY 2023 NFEPS1 (up 8.0% YoY) NJNG had a strong year driven by the addition of 8,800 customers Named one of Cogent Syndicated 2023 "Most Trusted Utility Brands” Invested a record $60 million in energy efficiency through its SAVEGREEN program Increased capacity by ~82MW in fiscal 2023 (a record for CEV in any FY) Project pipeline of ~749MW as of September 2023 Year-over-year revenue growth and NFEPS contribution in line with expectations Continued contribution from AMA Solid performance from long-option strategy Raised NFEPS Guidance by $0.20 During Fiscal 2023; Finished Fiscal 2023 in the Higher End of Revised Range A reconciliation from NFE to net income can be found in the Appendix.

Fiscal 2024 NFEPS Guidance of $2.70 to $2.85 Net Financial Earnings per Share NFEPS long-term annual growth projections are based on the midpoint of the $2.20 - $2.30 initial guidance range for fiscal 2022, provided on February 1, 2021. Initial 2023 NFEPS guidance of $2.42 - $2.52. Represents 12.3% Increase from Midpoint of FY 2023 Initial Guidance Range; Maintains 7%-9% long-term annual growth Guidance Range $2.70 - $2.85 7-9% LONG-TERM ANNUAL GROWTH1 $2.50 $2.70 Outperformance Above Long-Term Growth Rate and Initial Guidance Range1 $2.20 - $2.301 $2.42 - $2.522 Strong energy prices(NJNG, CEV, ES) Winter Storm Elliot Initial guidance range above 7%-9% long-term projected growth due to large contracted revenues from ES’ AMA Initial Guidance Range1

NFEPS Guidance by Segment Energy Services to Represent a Larger Portion of NFEPS Guidance in 2024 Due to AMA; Long-term NJNG Remains the Largest Component Fiscal 2024 NFEPS Guidance by Segment New Jersey Natural Gas 40% - 45% Energy Services 35% - 40% Home Services 0% - 1% S&T 4% - 8% CEV 13% - 18% Long-term NFEPS Composition New Jersey Natural Gas 60% - 70% Energy Services 6% - 10% Home Services 0% - 1% S&T 5% - 10% CEV 20% - 25% Energy Services will represent a higher than normal % of NFEPS due to contributions from the AMAs for fiscal 2024 NJNG and CEV will make up the predominate portion of NJR’s total business mix

New Jersey Natural Gas Strong Trend of Favorable Customer Growth Total change in PP&E (cash spent, capex accrued and AFUDC). Includes SAVEGREEN investments, which for GAAP purposes are included as part of cash flows from operations. Facilities included in “Other”. The sum of actual amounts may not equal due to rounding. ~40% of capital expenditures earning a near real-time return NJNG Customers (in thousands) Fiscal 2023 Capital Expenditures1,2,3 ~$454M Added 8,800 new customers in fiscal 2023, compared to 7,808 in fiscal 2022 What to Expect in Fiscal 2024 Customer Growth Rate Returning to Pre-pandemic Levels Rate Filing Expected in Fiscal 2024

Clean Energy Ventures (CEV): Pipeline of Investment Opportunities CEV owns and operates solar projects with approximately 469MW of capacity Total ~1.2 GW MWs Pipeline of ~749MW including projects under construction, contract, or exclusivity (through September 2023) ~469MW of projects in-service ~58% of pipeline located in NJ ~42% located outside of NJ New In-Service in Fiscal 2023 ~82MW Record in Any Given Fiscal Year (previously 60MW in 2020) What to Expect in Fiscal 2024 Continued Pipeline Growth and Geographic Diversification

Storage and Transportation (S&T): Overview Stable Contribution from Leaf River (storage), Steckman Ridge (storage), and Adelphia Gateway (transportation) 32.2 mmdth high deliverability salt cavern storage facility in southeastern Mississippi Acquired October 2019 100% owner & operator Serving Gulf Coast/Southeast the fastest growing natural gas market in North America with a growing reliance on regional supply imports 12.6 mmdth reservoir storage facility in southern PA. Placed in service April 2009 50% ownership interest Serving the Northeast Region with a high dependence on storage and increasingly constrained pipeline capacity 0.9 mmdth/d interstate pipeline from NE PA to greater Philadelphia area Acquired January 2020 / Placed in-service September 2022 100% owner & operator Serving the Northeast region, where the current pipeline grid is constrained What to Expect in Fiscal 2024 Maximize capabilities at existing assets as constrained pace of pipeline and storage expansions increases value proposition to customers Continued organic service enhancements at Leaf River Energy Center that satisfy customers' growing need for greater flexibility and higher reliability

Energy Services: Overview Managing a Diversified Portfolio of Physical Natural Gas Transportation and Storage Assets to Serve Customers Across North America; Fee-based Revenue through Asset Management Agreements Asset Management Agreements De-risked Energy Services business by securing 10 years of contracted cash payments with minimal counterparty credit risk Long Option Strategy Proven track record of success over 28 years of existence leveraging natural gas market volatility to drive value Minimal long-term capital commitments and significant cash generation during outperformance years has significantly reduced NJR equity needs NJR expects to recognize the majority of the fiscal 2024 AMA revenues in the fiscal fourth quarter

Financial Review Roberto Bel SVP and Chief Financial Officer 12 12

Fiscal 2022 – Consolidated NFE ($ in millions) $ 240.3 NJNG $ (8.7) Utility Gross Margin1 $ 24.5 O&M $ (28.2) Depreciation & Amortization (D&A) $ (7.7) Interest expense, AFUDC, Income Tax $ 2.7 Clean Energy Ventures $ 5.1 Revenue $ (4.1) D&A and Interest Expense $ (10.5) Other $ 19.7 Storage & Transportation $ (9.6) Revenue $ 25.1 D&A and Interest Expense $ (25.6) O&M, AFUDC & Other $ (9.1) Energy Services $ 29.4 Financial Margin1 $ 24.3 Interest Expense, Income Tax and Other $ 5.1 Home Services and Other $ 5.4 Fiscal 2023 – Consolidated NFE ($ in millions)2 $ 261.8 Review of Fiscal 2023 NFE Changes ($ in Millions) A reconciliation of these non-GAAP measures can be found in the Appendix The sum of fiscal 2023 actual amounts may not equal to total due to rounding

Capital Plan1,2 Includes SAVEGREEN Investments. Total change in PP&E (cash spent, capex accrued and AFUDC). For GAAP purposes, SAVEGREEN investments are included as part of cash flows from operations The sum of actual amounts may not equal due to rounding. $622 $596 $608 - $743 $578 - $742 ($ in Millions) Capital plan supports long-term NFEPS growth targets of 7 – 9% $435 - $492 $410 - $462 $140 - $204 $33 - $47 $8 - $16 $160 - $264

FY 2023A FY 2024E FY 2025E Cash Flow from Operations $479 $450 - $490 $450 - $490 Uses of Funds Capital Expenditures1 $539 $490 - $580 $495 - $675 Dividends2 $151 $161 - $165 $174 - $178 Total Uses of Funds $690 $651 - $745 $669 - $853 Financing Activities Common Stock Proceeds – DRIP $58 $17 - $19 $17 - $19 Debt Proceeds/Other $153 $184 - $236 $202 - $344 Total Financing Activities $211 $201 - $255 $219 - $363 Projected Cash Flows ($ in Millions) Excludes accrual for AFUDC and SAVEGREEN investments (for GAAP purposes, SAVEGREEN investments are included in Cash Flow from Operations) Dividend growth for fiscal 2023 and fiscal 2024 are based upon the midpoint of forecasted 7-9% growth rate

Investment Grade Profile 1) Internal estimates based on Fitch Ratings methodology. Ratio represents inverse of FFO-adjusted leverage ratio. A reconciliation from adjusted funds from operations to cash flows from operating activities and adjusted debt to long-term and short-term debt can be found in the Appendix. Adjusted funds from operations is cash flows from operating activities, plus components of working capital, cash paid for interest (net of amounts capitalized), capitalized interest, the incremental change in SAVEGREEN loans, grants, rebates, and related investments, and operating lease expense. Adjusted debt is total long-term and short-term debt, net of cash and cash equivalents, excluding solar asset financing obligations but including solar contractually committed payments for sale lease-backs, debt issuance costs, and other Fitch credit metric adjustments. NJR Adjusted FFO / Adjusted Debt1 NJNG (Secured Rating) NJR (Unsecured Rating) NAIC NAIC-1.E NAIC-2.A Moody's A1 (Stable) Fitch A+ (Stable) Current Credit Ratings Strong Credit Ratings Supported by Stable Cash Flows 19.0% 17% - 18% Strong Cash Flows with No Block Equity Needs

Well Positioned in a Rising Interest Rate Environment Manageable debt repayment schedule with no significant maturity towers in any particular year Term debt only (excludes short-term debt of $252.1 million, capital leases of $31.4 million and solar financing obligations of $278.4 million). Term Debt1 Maturity Schedule as of September 30, 2023 / $ in Millions, unless otherwise noted Impact of high interest rate environment included in FY2024 and long-term NFEPS guidance Percent of NJR Holding Company Term Debt Maturing in the Next Three Years: <18% $1.2B NJR Unsecured Senior Notes FY Maturity Principal 3.48% 2025 $100,000 3.54% 2026 $100,000 4.38% 2027 $110,000 3.96% 2028 $100,000 3.29% 2029 $150,000 3.50% 2030 $130,000 3.13% 2031 $120,000 3.60% 2032 $130,000 3.25% 2033 $80,000 6.14% 2033 $50,000 3.64% 2034 $50,000 Total NJR LT Debt $1,120,000 NJNG First Mortgage Bonds FY Maturity Principal 3.58% 2024 $70,000 2.82% 2025 $50,000 3.15% 2028 $50,000 5.56% 2033 $50,000 4.37% 2037 $50,000 3.38% 2038 $10,500 2.75% 2039 $9,545 3.00% 2041 $46,500 3.50% 2042 $10,300 3.00% 2043 $41,000 4.61% 2044 $55,000 3.66% 2045 $100,000 3.63% 2046 $125,000 4.01% 2048 $125,000 3.76% 2049 $100,000 3.13% 2050 $50,000 3.13% 2050 $50,000 2.87% 2050 $25,000 2.97% 2052 $50,000 4.71% 2052 $50,000 5.47% 2053 $125,000 2.45% 2059 $15,000 3.86% 2059 $85,000 3.33% 2060 $25,000 2.97% 2060 $50,000 3.07% 2062 $50,000 Total NJNG LT Debt $1,467,845 Substantial liquidity at both NJNG and NJR - $900M of credit facilities available through FY2027

Growth Strategy and Key Highlights 7% - 9% Long-term expected NFEPS and Dividend Growth Highest in peer group1 1 Maximize the value of existing assets to produce “Utility-like” Returns 2 3 Thoughtful capital allocation with a defined capital plan of between $1.2 - $1.5 Billion in the next 2 years Use diversified strategy to deliver outsized returns for shareholders 11 - 13% Expected Shareholder Return2 Peer group includes: ATO, AVA, BKH, CMS, CNP, CPK, MDU, NFG, NI, NWE, NWN, OGS, SWX, UGI, UTL Expected shareholder return includes projected NFEPS long-term growth rate of 7 – 9% in addition to an annualized dividend yield of 3.9%, based on dividend per share of $1.68 and closing share price of $42.56 on November 15, 2023

Appendix: Financial Statements and Additional Information 19 20 Reconciliation of NFE and NFEPS to Net Income 21 Other Reconciliation of Non-GAAP Measures 22 Reconciliation of Adjusted Funds from Operations to Cash Flow from Operations 23 Fiscal 2023 Fourth Quarter and Year NFE by Business Unit 24 Review of Fiscal 2023 Q4 NFE Changes 25 NJR's Business Portfolio 26 NJNG: Supportive Regulatory Construct 27 CEV: SREC Hedging Strategy Stabilizes Revenue 28 Capital Plan Table 29 Dividend Growth: Committed to Building Shareholder Value 30 Environmental, Social and Governance Efforts 31 Shareholder and Contact Information

Reconciliation of NFE and NFEPS to Net Income ($ in 000s) NFE is a measure of earnings based on the elimination of timing differences to effectively match the earnings effects of the economic hedges with the physical sale of natural gas, Solar Renewable Energy Certificates (SRECs) and foreign currency contracts. Consequently, to reconcile net income and NFE, current-period unrealized gains and losses on the derivatives are excluded from NFE as a reconciling item. Realized derivative gains and losses are also included in current-period net income. However, NFE includes only realized gains and losses related to natural gas sold out of inventory, effectively matching the full earnings effects of the derivatives with realized margins on physical natural gas flows. NFE also excludes certain transactions associated with equity method investments, including impairment charges, which are non-cash charges, and return of capital in excess of the carrying value of our investment. These are not indicative of the Company's performance for its ongoing operations. Included in the tax effects are current and deferred income tax expense corresponding with the components of NFE. NFE eliminates the impact of volatility to GAAP earnings associated with unrealized gains and losses on derivative instruments in the current period (Unaudited) Three Months Ended September 30, Twelve Months Ended September 30, 2023 2022 2023 2022 NEW JERSEY RESOURCES A reconciliation of net income, the closest GAAP financial measure, to net financial earnings is as follows: Net income $ 37,024 $ 54,522 $ 264,724 $ 274,922 Add: Unrealized gain on derivative instruments and related transactions (7,579) (1,846) (38,081) (59,906) Tax effect 1,800 439 9,050 14,248 Effects of economic hedging related to natural gas inventory (2,186) (5,221) 34,699 19,939 Tax effect 520 1,241 (8,246) (4,738) Gain on equity method investment — (1,500) (300) (5,521) Tax effect (93) 374 (19) 1,377 NFE tax adjustment 77 (113) — — Net financial earnings $ 29,563 $ 47,896 $ 261,827 $ 240,321 Weighted Average Shares Outstanding Basic 97,568 96,235 97,028 96,100 Diluted 98,192 96,630 97,627 96,488 A reconciliation of basic earnings per share, the closest GAAP financial measure, to basic net financial earnings per share is as follows: Basic earnings per share $ 0.38 $ 0.57 $ 2.73 $ 2.86 Add: Unrealized gain on derivative instruments and related transactions (0.08) (0.02) (0.39) (0.62) Tax effect 0.02 0.01 0.09 0.15 Effects of economic hedging related to natural gas inventory (0.02) (0.05) 0.36 0.21 Tax effect — 0.01 (0.09) (0.05) Gain on equity method investment — (0.02) — (0.06) Tax effect — — — 0.01 Basic net financial earnings per share $ 0.30 $ 0.50 $ 2.70 $ 2.50

Other Reconciliation of Non-GAAP Measures NJNG Utility Gross Margin NJNG's utility gross margin is defined as operating revenues less natural gas purchases, sales tax, and regulatory rider expenses. This measure differs from gross margin as presented on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization. Energy Services Financial Margin Financial margin removes the timing differences associated with certain derivative and hedging transactions. Financial margin differs from gross margin as defined on a GAAP basis as it excludes certain operations and maintenance expense and depreciation and amortization expenses as well as the effects of derivatives instruments on earnings. (Unaudited) Three Months Ended Twelve Months Ended September 30, September 30, 2023 2022 2023 2022 A reconciliation of gross margin, the closest GAAP financial measurement, to utility gross margin is as follows: Operating revenues $ 108,741 $ 190,488 $ 1,012,633 $ 1,128,767 Less: Natural gas purchases 37,323 114,791 425,457 557,232 Operating and maintenance (1) 31,605 30,805 115,292 93,164 Regulatory rider expense 3,017 3,496 50,542 59,437 Depreciation and amortization 26,292 24,391 102,326 94,579 Gross margin 10,504 17,005 319,016 324,355 Add: Operating and maintenance (1) 31,605 30,805 115,292 93,164 Depreciation and amortization 26,292 24,391 102,326 94,579 Utility gross margin $ 68,401 $ 72,201 $ 536,634 $ 512,098 A reconciliation of gross margin, the closest GAAP financial measurement, to financial margin is as follows: Operating revenues $ 102,932 $ 439,568 $ 691,616 $ 1,529,272 Less: Natural Gas purchases 87,932 413,805 558,932 1,394,405 Operating and maintenance (1) 5,833 10,281 20,199 23,709 Depreciation and amortization 51 54 221 148 Gross margin 9,116 15,428 112,264 111,010 Add: Operating and maintenance (1) 5,833 10,281 20,199 23,709 Depreciation and amortization 51 54 221 148 Unrealized (gain) loss on derivative instruments and related transactions (8,559) 1,671 (48,251) (60,000) Effects of economic hedging related to natural gas inventory (2,186) (5,221) 34,699 19,939 Financial margin $ 4,255 $ 22,213 $ 119,132 $ 94,806 (1) Excludes selling, general and administrative expenses ($ in 000s)

Reconciliation of Adjusted Funds from Operations to Cash Flow from Operations Adjusted funds from operations is cash flows from operating activities, plus components of working capital, cash paid for interest (net of amounts capitalized), capitalized interest, the incremental change in SAVEGREEN loans, grants, rebates, and related investments, and operating lease expense Adjusted debt is total long term and short-term debt, net of cash and cash equivalents, excluding solar asset financing obligations but including solar contractually committed payments for sale lease backs, debt issuance costs, and other Fitch credit metric adjustments Cash Flow from Operations $479.0 Subtract Components of working capital ($61.5) Add back Cash paid for interest (net of amounts capitalized) $108.2 Capitalized Interest $3.9 SAVEGREEN loans, grants, rebates and related investments $59.8 Operating cash flows from operating leases $8.9 Adjusted FFO (Non-GAAP) $598.3 Long-Term Debt (including current maturities) $2,884.2 Short-Term Debt $252.1 Exclude Cash on Hand ($1.5) CEV Sale-Leaseback Debt ($278.4) Include CEV Sale lease-back Contractual Commitments $206.3 Debt Issuance Costs $13.4 Operating Lease Debt estimate (8x lease expense) $74.7 Adjusted Debt (Non-GAAP) $3,150.8 Adjusted Debt, FY2023 (Millions) Adjusted Funds from Operations, FY2023 (Millions)

Fiscal 2023 Q4 and Fiscal Year NFE by Business Unit ($ in 000s) (Thousands) Three Months Ended September 30, Twelve Months Ended September 30, 2023 2022 Change 2023 2022 Change New Jersey Natural Gas $(24,838) $(16,387) $(8,451) $131,414 $140,124 $(8,710) Clean Energy Ventures $50,152 $57,813 $(7,661) $44,458 $39,403 $5,055 Storage and Transportation $1,784 $11,341 $(9,557) $12,835 $22,454 $(9,619) Energy Services $(3,537) $(3,383) $(154) $68,517 $39,121 $29,396 Home Services and Other $6,002 $(1,488) $7,490 $4,603 $(781) $5,384 Total $29,563 $47,896 $(18,333) $261,827 $240,321 $21,506 NFEPS $0.30 $0.50 $(0.20) $2.70 $2.50 $0.20

Review of Fiscal 2023 Q4 ($ in Millions) A reconciliation of these non-GAAP measures can be found in the Appendix The sum of fiscal 4Q23 actual amounts may not equal to total due to rounding Fiscal 4Q22 – Consolidated NFE ($ in millions) $ 47.9 NJNG $ (8.5) Utility Gross Margin1 $ (3.8) O&M $ (2.8) Depreciation & Amortization (D&A) $ (1.9) Interest expense, AFUDC, Income Tax $ — Clean Energy Ventures $ (7.7) Revenue $ (8.7) D&A and Interest Expense $ (3.0) Other $ 4.0 Storage & Transportation $ (9.6) Revenue $ (2.9) D&A and Interest Expense $ (3.4) O&M, AFUDC & Other $ (3.3) Energy Services $ (0.2) Financial Margin1 $ (18.0) Interest Expense, Income Tax and Other $ 17.8 Home Services and Other $ 7.5 Fiscal 4Q23 – Consolidated NFE ($ in millions)2 $ 29.6

NJR’s Business Portfolio Natural Gas and Renewable Fuel Distribution; Solar Investments, Wholesale Energy Markets; Storage & Transportation Infrastructure; Retail Operations Operates and maintains Natural Gas transportation and distribution infrastructure serving approximately 576,000 customers in New Jersey New Jersey Natural Gas (NJNG) Clean Energy Ventures (CEV) Storage and Transportation (S&T) Energy Services (ES) New Jersey Resources Home Services (NJRHS) CEV develops, invests in, owns and operates energy projects that generate clean power, provide low carbon energy solutions and help our customers save energy and money in a sustainable way Invests in, owns and operates midstream assets including natural gas pipeline and storage facilities. Our companies provide transportation and storage services to a broad range of customers in the natural gas market Provides unregulated, wholesale natural gas to consumers across the Gulf Coast, Eastern Seaboard, Southwest, Mid-continent and Canada. In addition to energy supply, NJRES provides a full-range of customized energy management services NJR Home Services offers customers home comfort solutions, including equipment sales and installations; solar lease and purchase plans; and a service contract product line, including heating, cooling, water heating, electric and standby generator contracts Demonstrated leadership as a premier energy infrastructure and environmentally-forward thinking company Recognized as a Top 20 Ruud® National Pro Partner™ for 6 Consecutive Years

~$60M Invested in Fiscal 2023 Highlight: NJNG completed a commercial energy efficiency project under SAVEGREEN at Jersey Shore University Medical Center in Neptune, NJ. Payback on this $6 million project from net energy savings is 4 years. NJNG: Supportive Regulatory Construct 26 Stable Rate Case Results Rate case results are stable Current ROE of 9.60% with a common equity ratio of 54% Full recovery of plant investments to date Rate cases are settled (generally not litigated) Resolution of cases have been timely Last case filed in March 2021 and rates effective on December 1, 2021 Decoupled Rates for majority of customers Volume risk due to weather or energy conservation mitigated through the Conservation Incentive Program (CIP). This decoupling mechanism allows NJNG to earn a fix margin per customer1. NJNG’s natural gas commodity price is a pass-through cost the Basic Gas Supply Service (BGSS) program Minimization of Regulatory Lag Investments in customer growth and Infrastructure Investment Program (IIP) earn real-time recovery or accelerated recovery through annual mechanisms Through the SAVEGREEN program, energy efficiency investments also have an annual cost recovery mechanism that accelerate recovery of investments and returns Margin Sharing Incentives Like other utilities, NJNG contracts for supply and transportation to meet customer needs NJNG’s BPU-approved “BGSS Incentive Programs” allow temporary release of capacity or supply when not needed NJNG shares margin generated with customers (85% for customers/15% for NJNG) BGSS Incentive margin is not counted in NJNG’s ROE calculation for overearning For residential and small commercial customers, which make the vast majority of NJNG’s customers.

CEV: SREC Hedging Strategy Stabilizes Revenue Based on Energy Year1, as of September 30, 2023 Energy Years run from June 1 of the prior year to May 31 of the respective year; for example, Energy Year 2024 began on June 1, 2023 and ends on May 31, 2024 Based on Fiscal Year, as of September 30, 2023 75% hedged through Fiscal Year 2025 72% hedged through Fiscal Year 2026 89% hedged through Energy Year 2025 80% hedged through Energy Year 2026 Percent Hedged Average Price Current Price (EY) 100% $200 $213 89% $190 $202 80% $181 $188 24% $154 $176 Percent Hedged Average Price Current Price (FY) 100% $199 $209 75% $190 $197 72% $179 $184 25% $154 $169

Capital Plan Table1,2 ($ in Millions) Total change in PP&E (cash spent, capex accrued and AFUDC). For GAAP purposes, SAVEGREEN investments are included as part of cash flows from operations The sum of actual amounts may not equal due to rounding FY2022A FY2023A FY2024E FY2025E Near Real Time Return? New Jersey Natural Gas New Customer $54 $77 $75 - $80 $85 - $90 Yes IIP $32 $43 $26 - $30 $26 - $30 Yes SAVEGREEN $53 $60 $48 - $52 $48 - $52 Yes Clean Fuels $1 $1 $40 - $50 $45 - $55 IT $42 $61 $60 - $65 $20 - $25 System Integrity $104 $126 $150 - $170 $150 - $165 Cost of Removal $40 $42 $36 - $40 $36 - $40 Facilities / Other $9 $45 $— - $5 $— - $5 $335 $454 $435 - $492 $410 - $462 Clean Energy Ventures Sunlight Advantage $13 $11 $10 - $14 $10 - $14 Commercial Solar $132 $99 $130 - $190 $150 - $250 $145 $110 $140 - $204 $160 - $264 Storage and Transportation Adelphia Gateway $124 $19 $8 - $12 $4 - $8 Leaf River $18 $12 $25 - $35 $4 - $8 $142 $31 $33 - $47 $8 - $16 Total $622 $596 $608 - $743 $578 - $742

Dividend Growth: Committed to Building Shareholder Value Strong Track Record of Dividend Growth $1.68 FY 2024 Dividend (up 7.7%) 7.4% DPS CAGR Dividend History Dividends per Share 7.7 percent increase in the quarterly dividend rate to $1.68 per share from $1.56 per share Ex-Dividend Date Record Date Payable Date Amount Per Share 9/19/2023 9/20/2023 10/02/2023 $0.42* 6/13/2023 6/14/2023 7/03/2023 $0.39 3/14/2023 3/15/2023 4/03/2023 $0.39 12/13/2022 12/14/2022 1/03/2023 $0.39 9/23/2022 9/26/2022 10/03/2022 $0.39 6/14/2022 6/15/2022 7/01/2022 $0.3625 3/15/2022 3/16/2022 4/01/2022 $0.3625 12/14/2021 12/15/2021 1/03/2022 $0.3625 9/17/2021 9/20/2021 10/01/2021 $0.3625 6/15/2021 6/16/2021 7/01/2021 $0.3325 3/16/2021 3/17/2021 4/01/2021 $0.3325 12/15/2020 12/16/2020 1/04/2021 $0.3325 9/21/2020 9/22/2020 10/01/2020 $0.3325 Highlighted Rows Reflect Changes in Quarterly Cash Dividends

Environmental, Social and Governance Efforts Focus on Definable Accomplishments Social Established $20 million endowment fund for NJR’s charities to support continued community giving long into the future Robust structure and initiatives to promote DEI at NJR including Executive DEI Council to ensure accountability Employee-led Business Resource Groups (BRGs) bring together employees with common background to promote engagement and inclusiveness – 21% of NJR workforce belongs to one or more BRGs Achieved NJ operational emissions reductions over 55% since 2006 with goal of 60% by 2030 and net zero by 2050 One of the largest owner-operators of solar assets in New Jersey, we have invested over $1 billion over the last decade building clean, emissions-free power for homes and businesses Plans to invest up to $2 million over the next five years through its Coastal Climate Initiative, which has expanded to a multi-faceted environmental stewardship program Environmental Our board of directors (Board) has a broad range of skills and industry knowledge, as well as a diversity of perspectives that align with our company’s long-term strategy The Board is responsible for oversight of NJR’s overall strategy, including all Environmental Social and Governance (ESG) issues NJR includes sustainability considerations in the performance metrics of our Commitment to Stakeholders. Actual results of these goals and metrics directly impact the compensation of corporate officers year-to-year and ensure accountability Governance Reports to Expect in Fiscal 2024 January 2024 15th Consecutive Year of our Sustainability Report February 2024 Diversity, Equity and Inclusion Report

The Transfer Agent and Registrar for the company’s common stock is Broadridge Corporate Issuer Solutions, Inc. (Broadridge). Shareowners with questions about account activity should contact Broadridge investor relations representatives between 9 a.m. and 6 p.m. ET, Monday through Friday, by calling toll-free 800-817-3955. General written inquiries and address changes may be sent to: Broadridge Corporate Issuer Solutions P.O. Box 1342, Brentwood, NY 11717 or For certified and overnight delivery: Broadridge Corporate Issuer Solutions, ATTN: IWS 1155 Long Island Avenue, Edgewood, NY 11717 Shareowners can view their account information online at shareholder.broadridge.com/NJR. Website: www.njresources.com Investor Relations: New Jersey Resources Investor Relations Contact Information Adam Prior – Director, Investor Relations 732-938-1145 aprior@njresources.com 1415 Wyckoff Road Wall, NJ 07719 (732) 938-1000 www.njresources.com Corporate Headquarters Online Information Shareholder and Online Information Stock Transfer Agent and Registrar

Document and Entity Information	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2023
Entity File Number	001-08359
Entity Registrant Name	NEW JERSEY RESOURCES CORPORATION
Entity Central Index Key	0000356309
Entity Incorporation, State or Country Code	NJ
Entity Tax Identification Number	22-2376465
Entity Address, Address Line One	1415 Wyckoff Road
Entity Address, City or Town	Wall
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07719
City Area Code	732
Local Phone Number	938-1480
Title of 12(b) Security	Common Stock - $2.50 par value
Trading Symbol	NJR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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