UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-08359
NEW JERSEY RESOURCES CORPORATION
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||||||||
| New Jersey | 22-2376465 | |||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||||||||||||||
| 1415 Wyckoff Road | (732) | 938‑1480 | ||||||||||||||||||||||||
| Wall | New Jersey | 07719 | (Registrant's telephone number, including area code) | |||||||||||||||||||||||
| (Address of principal executive offices) | ||||||||||||||||||||||||||
| 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes: ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes: ☐ No: ☒
The number of shares outstanding of $2.50 par value Common Stock as of February 2, 2026 was 100,845,185.
New Jersey Resources Corporation
TABLE OF CONTENTS
| Page | |||||||||||
| PART I. FINANCIAL INFORMATION | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 3. | |||||||||||
| ITEM 4. | |||||||||||
| PART II. OTHER INFORMATION | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 1A. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 5. | |||||||||||
| ITEM 6. | |||||||||||
New Jersey Resources Corporation
GLOSSARY OF KEY TERMS
| Adelphia | Adelphia Gateway, LLC | ||||
| ADI | Administratively Determined Incentive | ||||
| AMA | Asset Management Agreement | ||||
| Adjusted EBITDA | A non-GAAP financial measure, which represents net income, including equity in earnings of affiliates, before interest, income taxes, depreciation and amortization, and other income, net, which includes non-cash earnings of Allowance for Funds Used During Construction | ||||
| ASC | Accounting Standards Codification | ||||
| ASU | Accounting Standards Update | ||||
| B | Billion | ||||
| Bcf | Billion Cubic Feet | ||||
| BGSS | Basic Gas Supply Service | ||||
| BPU | New Jersey Board of Public Utilities | ||||
| CIP | Conservation Incentive Program | ||||
Clean Energy Ventures or CEV | NJR Clean Energy Ventures Corporation or our Clean Energy Ventures segment | ||||
| CME | Chicago Mercantile Exchange | ||||
| CODM | Chief Operating Decision Maker | ||||
| CSI | Competitive Solar Incentive | ||||
| DRP | NJR Direct Stock Purchase and Dividend Reinvestment Plan | ||||
| Dths | Dekatherms | ||||
| Energy Services or ES | NJR Energy Services Company, LLC or our Energy Services segment | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FCM | Futures Commission Merchant | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Financial Margin | A non-GAAP financial measure, which represents revenues earned from the sale of natural gas less costs of natural gas sold including any transportation and storage costs, and excludes certain operations and maintenance expense and depreciation and amortization, as well as any accounting impact from the change in the fair value of certain derivative instruments | ||||
| Fitch | Fitch Ratings Company | ||||
| FMB | First Mortgage Bond | ||||
| GAAP | Generally Accepted Accounting Principles in the United States | ||||
| Home Services and Other or HSO | Home Services and Other Operations | ||||
| ICE | Intercontinental Exchange | ||||
| IIP | Infrastructure Investment Program | ||||
| Inflation Reduction Act | Inflation Reduction Act of 2022 | ||||
| IRS | Internal Revenue Service | ||||
| ISDA | The International Swaps and Derivatives Association | ||||
| ITC | Federal Investment Tax Credit | ||||
| Leaf River | Leaf River Energy Center LLC | ||||
| M | Million | ||||
| MGP | Manufactured Gas Plant | ||||
| MMBtu | Million British Thermal Units | ||||
| Moody's | Moody's Investors Service, Inc. | ||||
| Mortgage Indenture | The Amended and Restated Indenture of Mortgage, Deed of Trust and Security Agreement between NJNG and U.S. Bank National Association dated as of September 1, 2014, as amended | ||||
| MW | Megawatts | ||||
1
New Jersey Resources Corporation
| GLOSSARY OF KEY TERMS (cont.) | |||||
| MWh | Megawatt Hour | ||||
| NAESB | The North American Energy Standards Board | ||||
| NFE | Net Financial Earnings | ||||
| NJCEP | New Jersey's Clean Energy Program | ||||
| NJDEP | New Jersey Department of Environmental Protection | ||||
| NJNG | New Jersey Natural Gas Company or our Natural Gas Distribution segment | ||||
| NJNG Credit Facility | The $250M unsecured committed credit facility expiring in August 2029 | ||||
| NJR Credit Facility | The $575M unsecured committed credit facility expiring in August 2029 | ||||
| NJR or The Company | New Jersey Resources Corporation | ||||
| NJRHS | NJR Home Services Company | ||||
| Non-GAAP | Not in accordance with Generally Accepted Accounting Principles of the United States | ||||
| NPNS | Normal Purchase/Normal Sale | ||||
| NYMEX | New York Mercantile Exchange | ||||
| O&M | Operation and Maintenance expenses | ||||
| OBBBA | The One Big Beautiful Bill Act | ||||
| OPEB | Other Postemployment Benefit Plans | ||||
| PPA | Power Purchase Agreement | ||||
| RAC | Remediation Adjustment Clause | ||||
| REC | Renewable Energy Certificate | ||||
| SBC | Societal Benefits Charge | ||||
| SEC | Securities and Exchange Commission | ||||
| SG&A | Selling, General and Administrative expenses | ||||
| SREC | Solar Renewable Energy Certificate | ||||
| Steckman Ridge | Collectively, Steckman Ridge GP, LLC and Steckman Ridge, LP | ||||
| Storage and Transportation or S&T | Storage and Transportation segment | ||||
| TETCO | Texas Eastern Transmission | ||||
| TREC | Transition Renewable Energy Certificate | ||||
| Trustee | U.S. Bank National Association | ||||
| U.S. | The United States of America | ||||
| USF | Universal Service Fund | ||||
| Utility Gross Margin | A non-GAAP financial measure, which represents operating revenues less natural gas purchases, sales tax, and regulatory rider expense, and excludes certain operations and maintenance expense and depreciation and amortization | ||||
2
New Jersey Resources Corporation
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, including, without limitation, statements as to management expectations, assumptions and beliefs presented in Part I, Item 2. “Management's Discussion and Analysis of Financial Condition and Results of Operations,” Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk,” Part II, Item 1. “Legal Proceedings” and in the notes to the financial statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also be identified by the use of forward-looking terminology such as “anticipate,” “estimate,” “may,” “could,” “might,” “intend,” “expect,” “believe,” “will” “plan,” “should” or comparable terminology and are made based upon management's current expectations, assumptions and beliefs as of this date concerning future developments and their potential effect on us. There can be no assurance that future developments will be in accordance with management's expectations, assumptions or beliefs, or that the effect of future developments on us will be those anticipated by management.
We caution readers that the expectations, assumptions and beliefs that form the basis for forward-looking statements regarding customer growth, customer usage, qualifications for ITCs, RECs, future rate case proceedings, financial condition, results of operations, cash flows, capital requirements, future capital expenditures, market risk, effective tax rate and other matters for fiscal 2026 and thereafter are subject to many factors that are beyond our ability to control or estimate precisely, such as estimates of future market conditions, the behavior of other market participants and changes in the debt and equity capital markets. The factors that could cause actual results to differ materially from our expectations, assumptions and beliefs include, but are not limited to, those discussed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as well as the following, which are neither presented in order of importance nor weighted:
•our ability to obtain governmental and regulatory approvals, permits, certificates, land-use rights, electric grid connection (in the case of clean energy projects) and/or financing for the construction, development and operation of our unregulated energy investments, pipeline transportation systems and NJNG and S&T infrastructure projects, in a timely manner;
•our ability to address concerns over climate change and its impacts on business operations;
•risks associated with our investments in clean energy projects, including the availability of regulatory incentives and federal tax credits, the availability of viable projects, our eligibility for ITCs, the future market for RECs and electricity prices, our ability to complete construction of the projects and operational risks related to projects in service;
•risks associated with acquisitions and the related integration of acquired assets with our current operations;
•our ability to comply with current and future regulatory requirements;
•risks associated with our pipeline of projects and timely completion of such projects;
•commercial and wholesale credit risks, including the availability of creditworthy customers and counterparties, and liquidity in the wholesale energy trading market;
•volatility of natural gas and other commodity prices and their impact on NJNG customer usage, NJNG’s BGSS incentive programs, ES operations and our risk management efforts;
•the performance of our subsidiaries;
•access to adequate supplies of natural gas and dependence on third-party S&T facilities for natural gas supply;
•the level and rate at which NJNG’s costs are incurred and the extent to which they are approved for recovery from customers through the regulatory process, including through future base rate case filings;
•impacts of inflation, including the current inflationary environment, impacts of tariffs and increased natural gas costs;
•the impact of a disallowance of recovery of environmental-related expenditures and other regulatory changes;
•operating risks incidental to handling, storing, transporting and providing customers with natural gas;
•demographic changes in our service territory and their effect on our customer growth;
•changes in rating agency requirements and/or credit ratings and their effect on availability and cost of capital to the Company;
•the impact of events causing volatility in the equity and credit markets on our access to capital or on our suppliers or customers, including monetary, fiscal and regulatory policies of the U.S. government, including with respect to tariffs and trade restrictions, natural disasters, pandemic illness and other extreme events and risks, political and economic disruption and uncertainty related to international conflicts, and the international community’s responses to such events;
•risks of prolonged constriction of credit availability in the markets and our ability to secure short-term financing;
•our ability to comply with debt covenants;
•the results of legal or administrative proceedings with respect to claims, rates, environmental issues, natural gas cost prudence reviews and other matters;
•risks related to cyberattacks, including ransomware, terrorism and other malicious acts against, or failure of, information technology systems;
•risks associated with keeping pace with technological change, including, but not limited to, cloud computing and artificial intelligence;
•the impact to the asset values and resulting higher costs and funding obligations of our pension and postemployment benefit plans as a result of potential downturns in the financial markets, including, but not limited to, inflationary pressures, recessionary pressures, or rising interest rates, and/or reductions in bond yields;
•accounting effects and other risks associated with hedging activities and use of derivatives contracts;
•our ability to optimize our physical assets;
•weather and economic conditions, including those changes in weather and weather patterns that could be attributable to climate change;
•the costs of compliance with present and future environmental laws, potential climate change-related legislation or any legislation resulting from the 2019 New Jersey Energy Master Plan or the 2024 New Jersey Energy Master Plan, as well as future executive orders and the outcomes of regulatory proceedings concerning natural gas;
•uncertainties related to litigation, regulatory, administrative or environmental proceedings;
•changes to tax laws and regulations, including those changes brought about by the passage of the Inflation Reduction Act and OBBBA;
•risks associated with acquisitions and the related integration of acquired assets with our current operations;
•any potential need to record a valuation allowance for our deferred tax assets;
•the delay or prevention of a favorable transaction due to changes in control provisions or laws;
•risks related to our employee workforce and succession planning; and
•risks associated with the management of our joint ventures and partnerships.
Forward-looking statements made in this report apply only as of the date of this report. While we periodically reassess material trends and uncertainties affecting our results of operations and financial condition in connection with the preparation of management's discussion and analysis of results of operations and financial condition contained in our Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, we do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events, new information or otherwise, except as required by applicable laws.
3
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands, except per share data) | 2025 | 2024 | ||||||
| OPERATING REVENUES | ||||||||
| Utility | $ | 409,901 | $ | 333,427 | ||||
| Nonutility | 194,953 | 154,934 | ||||||
| Total operating revenues | 604,854 | 488,361 | ||||||
| OPERATING EXPENSES | ||||||||
| Natural gas purchases: | ||||||||
| Utility | 169,104 | 127,680 | ||||||
| Nonutility | 85,854 | 67,808 | ||||||
| Related parties | 1,277 | 1,718 | ||||||
| Operation and maintenance | 86,681 | 88,632 | ||||||
| Regulatory rider expenses | 33,154 | 22,476 | ||||||
| Depreciation and amortization | 49,576 | 45,329 | ||||||
| Gain on sale of assets | — | (54,859) | ||||||
| Total operating expenses | 425,646 | 298,784 | ||||||
| OPERATING INCOME | 179,208 | 189,577 | ||||||
| Other income, net | 11,360 | 11,617 | ||||||
| Interest expense, net of capitalized interest | 35,676 | 33,891 | ||||||
| INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF AFFILIATES | 154,892 | 167,303 | ||||||
| Income tax provision | 34,225 | 37,384 | ||||||
| Equity in earnings of affiliates | 1,823 | 1,400 | ||||||
| NET INCOME | $ | 122,490 | $ | 131,319 | ||||
| INCOME PER COMMON SHARE | ||||||||
| Basic | $1.22 | $1.32 | ||||||
| Diluted | $1.21 | $1.31 | ||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING | ||||||||
| Basic | 100,701 | 99,855 | ||||||
| Diluted | 101,229 | 100,478 | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended | |||||||||||
| December 31, | |||||||||||
| (Thousands) | 2025 | 2024 | |||||||||
| Net income | $ | 122,490 | $ | 131,319 | |||||||
| Other comprehensive income | |||||||||||
Reclassifications of losses to net income on derivatives designated as hedging instruments, net of tax of $(79) and $(79), respectively | 264 | 263 | |||||||||
Adjustment to postemployment benefit obligation, net of tax of $1 and $58, respectively | (6) | (195) | |||||||||
| Other comprehensive income | $ | 258 | $ | 68 | |||||||
| Comprehensive income | $ | 122,748 | $ | 131,387 | |||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
4
New Jersey Resources Corporation
Part I
ITEM 1. FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended | |||||||||||
| December 31, | |||||||||||
| (Thousands) | 2025 | 2024 | |||||||||
| CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | |||||||||||
| Net income | $ | 122,490 | $ | 131,319 | |||||||
| Adjustments to reconcile net income to cash flows from operating activities | |||||||||||
| Unrealized loss on derivative instruments | 2,996 | 6,368 | |||||||||
| Gain on sale of assets | — | (54,859) | |||||||||
| Depreciation and amortization | 49,576 | 45,329 | |||||||||
| Allowance for equity used during construction | (2,757) | (1,086) | |||||||||
| Allowance for doubtful accounts | (659) | 194 | |||||||||
| Non cash lease expense | 1,102 | 1,071 | |||||||||
| Deferred income taxes | 28,614 | 20,522 | |||||||||
| Equivalent value of ITCs recognized on equipment financing | (5,357) | (4,352) | |||||||||
| Manufactured gas plant remediation costs | (972) | (1,126) | |||||||||
| Equity in earnings, net of distributions received from equity investees | (360) | — | |||||||||
| Cost of removal - asset retirement obligations | (511) | (432) | |||||||||
| Contributions to postemployment benefit plans | (265) | (227) | |||||||||
| Changes in: | |||||||||||
| Components of working capital | (208,844) | (186,074) | |||||||||
| Other noncurrent assets and liabilities | 41,675 | 34,398 | |||||||||
| Cash flows from (used in) operating activities | 26,728 | (8,955) | |||||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | |||||||||||
| Expenditures for: | |||||||||||
| Utility plant | (96,129) | (99,143) | |||||||||
| Solar equipment | (59,701) | (33,476) | |||||||||
| Storage and Transportation and other | (12,917) | (8,476) | |||||||||
| Cost of removal | (10,789) | (10,775) | |||||||||
| Distribution from equity investees in excess of equity in earnings | — | 99 | |||||||||
| Proceeds from sale of assets | — | 132,500 | |||||||||
| Cash flows used in investing activities | (179,536) | (19,271) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from long-term debt | — | 100,000 | |||||||||
| Payments of long-term debt | (6,081) | (107,676) | |||||||||
| Proceeds from short-term debt, net | 173,400 | 45,200 | |||||||||
| Proceeds from sale leaseback transactions - solar | 23,240 | 12,567 | |||||||||
| Proceeds from sale leaseback transactions - natural gas meters | 15,016 | 11,714 | |||||||||
| Payments of common stock dividends | (47,719) | (44,752) | |||||||||
| Proceeds from waiver discount issuance of common stock | — | 19,910 | |||||||||
| Proceeds from issuance of common stock - DRP | 3,778 | 3,793 | |||||||||
| Tax withholding payments related to net settled stock compensation | (6,882) | (11,579) | |||||||||
| Cash flows from financing activities | 154,752 | 29,177 | |||||||||
| Change in cash, cash equivalents and restricted cash | 1,944 | 951 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,649 | 1,612 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 3,593 | $ | 2,563 | |||||||
| CHANGES IN COMPONENTS OF WORKING CAPITAL | |||||||||||
| Receivables | $ | (279,242) | $ | (203,094) | |||||||
| Inventories | 22,921 | 5,247 | |||||||||
| Recovery of natural gas costs | 33,468 | (375) | |||||||||
| Natural gas purchases payable | 32,495 | 30,998 | |||||||||
| Natural gas purchases payable - related parties | (1) | 6 | |||||||||
| Deferred revenue, current | (1,232) | 650 | |||||||||
| Accounts payable and other | (48,932) | (45,967) | |||||||||
| Prepaid expenses | (9,155) | (7,421) | |||||||||
| Prepaid and accrued taxes | 35,406 | 37,009 | |||||||||
| Restricted broker margin accounts | (2,350) | (2,849) | |||||||||
| Customers' credit balances and deposits | 8,948 | 3,992 | |||||||||
| Other current assets and liabilities | (1,170) | (4,270) | |||||||||
| Total | $ | (208,844) | $ | (186,074) | |||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION | |||||||||||
| Cash paid for: | |||||||||||
| Interest (net of amounts capitalized) | $ | 35,799 | $ | 34,843 | |||||||
| Income taxes | $ | 147 | $ | 863 | |||||||
| Accrued capital expenditures | $ | 42,096 | $ | 19,309 | |||||||
| See Notes to Unaudited Condensed Consolidated Financial Statements | |||||||||||
5
New Jersey Resources Corporation
Part I
ITEM 1. FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
| (Unaudited) | ||||||||
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||||
| Utility plant, at cost | $ | 4,527,193 | $ | 4,434,220 | ||||
| Construction work in progress | 398,396 | 395,943 | ||||||
| Nonutility plant and equipment, at cost | 1,998,521 | 1,972,811 | ||||||
| Construction work in progress | 217,407 | 151,404 | ||||||
| Total property, plant and equipment | 7,141,517 | 6,954,378 | ||||||
| Accumulated depreciation and amortization, utility plant | (873,978) | (850,757) | ||||||
| Accumulated depreciation and amortization, nonutility plant and equipment | (305,983) | (293,522) | ||||||
| Property, plant and equipment, net | 5,961,556 | 5,810,099 | ||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | 2,434 | 591 | ||||||
| Customer accounts receivable | ||||||||
| Billed | 260,129 | 109,366 | ||||||
| Unbilled revenues | 151,953 | 24,194 | ||||||
| Allowance for doubtful accounts | (9,992) | (11,371) | ||||||
| Regulatory assets | 29,185 | 48,898 | ||||||
| Natural gas in storage, at average cost | 191,119 | 215,836 | ||||||
| Materials and supplies, at average cost | 45,216 | 43,420 | ||||||
| Prepaid expenses | 20,003 | 10,848 | ||||||
| Prepaid taxes | 33,191 | 67,143 | ||||||
| Derivatives, at fair value | 13,073 | 12,514 | ||||||
| Restricted broker margin accounts | 5,382 | 8,920 | ||||||
| Other current assets | 39,589 | 39,517 | ||||||
| Total current assets | 781,282 | 569,876 | ||||||
| NONCURRENT ASSETS | ||||||||
| Investments in equity method investees | 101,567 | 101,243 | ||||||
| Regulatory assets | 664,743 | 672,518 | ||||||
| Operating lease assets | 188,889 | 185,596 | ||||||
| Derivatives, at fair value | 1,278 | 2,319 | ||||||
| Software costs | 11,159 | 11,151 | ||||||
| Deferred income taxes | 20,369 | 20,821 | ||||||
| Postemployment employee benefit assets | 41,925 | 40,813 | ||||||
| Notes receivable | 42,500 | 42,500 | ||||||
| Other noncurrent assets | 90,943 | 121,839 | ||||||
| Total noncurrent assets | 1,163,373 | 1,198,800 | ||||||
| Total assets | $ | 7,906,211 | $ | 7,578,775 | ||||
See Notes to Unaudited Condensed Consolidated Financial Statements
6
New Jersey Resources Corporation
Part I
ITEM 1. FINANCIAL STATEMENTS (Continued)
CAPITALIZATION AND LIABILITIES
| (Unaudited) | ||||||||
| (Thousands, except share data) | December 31, 2025 | September 30, 2025 | ||||||
| CAPITALIZATION | ||||||||
Common stock, $2.50 par value; authorized 150,000,000 shares; outstanding shares December 31, 2025 — 100,750,110; September 30, 2025 — 100,478,590 | $ | 251,388 | $ | 250,705 | ||||
| Premium on common stock | 688,575 | 676,635 | ||||||
| Accumulated other comprehensive loss, net of tax | (11,205) | (11,463) | ||||||
Treasury stock at cost and other; shares December 31, 2025 — 18,922; September 30, 2025 — 17,273 | 17,575 | 24,422 | ||||||
| Retained earnings | 1,526,002 | 1,451,367 | ||||||
| Common stock equity | 2,472,335 | 2,391,666 | ||||||
| Long-term debt | 3,274,055 | 3,250,387 | ||||||
| Total capitalization | 5,746,390 | 5,642,053 | ||||||
| CURRENT LIABILITIES | ||||||||
| Current maturities of long-term debt | 161,645 | 158,192 | ||||||
| Short-term debt | 369,000 | 195,600 | ||||||
| Natural gas purchases payable | 95,088 | 62,593 | ||||||
| Natural gas purchases payable to related parties | 640 | 641 | ||||||
| Deferred revenue | 21,373 | 22,605 | ||||||
| Accounts payable and other | 136,540 | 204,478 | ||||||
| Dividends payable | 47,855 | 47,719 | ||||||
| Accrued taxes | 12,140 | 11,722 | ||||||
| Regulatory liabilities | 23,091 | 12,884 | ||||||
| New Jersey Clean Energy Program | 14,572 | 17,171 | ||||||
| Derivatives, at fair value | 8,711 | 7,620 | ||||||
| Operating lease liabilities | 4,694 | 4,388 | ||||||
| Restricted broker margin accounts | 2,355 | 3,949 | ||||||
| Customers' credit balances and deposits | 40,245 | 31,297 | ||||||
| Total current liabilities | 937,949 | 780,859 | ||||||
| NONCURRENT LIABILITIES | ||||||||
| Deferred income taxes | 468,666 | 438,411 | ||||||
| Deferred investment tax credits | 1,808 | 1,878 | ||||||
| Deferred revenue | 46,937 | 17,580 | ||||||
| Derivatives, at fair value | 6,157 | 4,283 | ||||||
| Manufactured gas plant remediation | 167,462 | 166,990 | ||||||
| Postemployment employee benefit liability | 109,459 | 108,830 | ||||||
| Regulatory liabilities | 170,512 | 171,177 | ||||||
| Operating lease liabilities | 162,984 | 159,131 | ||||||
| Asset retirement obligations | 77,055 | 76,507 | ||||||
| Other noncurrent liabilities | 10,832 | 11,076 | ||||||
| Total noncurrent liabilities | 1,221,872 | 1,155,863 | ||||||
| Commitments and contingent liabilities (Note 13) | ||||||||
| Total capitalization and liabilities | $ | 7,906,211 | $ | 7,578,775 | ||||
See Notes to Unaudited Condensed Consolidated Financial Statements
7
New Jersey Resources Corporation
Part I
ITEM 1. FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCK EQUITY (Unaudited)
| (Thousands) | Number of Shares | Common Stock | Premium on Common Stock | Accumulated Other Comprehensive (Loss) Income | Treasury Stock and Other | Retained Earnings | Total | ||||||||||||||||||||||
| Balance as of September 30, 2025 | 100,479 | $ | 250,705 | $ | 676,635 | $ | (11,463) | $ | 24,422 | $ | 1,451,367 | $ | 2,391,666 | ||||||||||||||||
| Net income | — | — | — | — | — | 122,490 | 122,490 | ||||||||||||||||||||||
| Other comprehensive income | — | — | — | 258 | — | — | 258 | ||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||
| Incentive compensation plan | 194 | 485 | 8,405 | — | — | — | 8,890 | ||||||||||||||||||||||
| Dividend reinvestment plan | 79 | 198 | 3,535 | — | — | — | 3,733 | ||||||||||||||||||||||
Cash dividend declared ($.48 per share) | — | — | — | — | — | (47,855) | (47,855) | ||||||||||||||||||||||
| Treasury stock and other | (2) | — | — | — | (6,847) | — | (6,847) | ||||||||||||||||||||||
| Balance as of December 31, 2025 | 100,750 | $ | 251,388 | $ | 688,575 | $ | (11,205) | $ | 17,575 | $ | 1,526,002 | $ | 2,472,335 | ||||||||||||||||
| (Thousands) | Number of Shares | Common Stock | Premium on Common Stock | Accumulated Other Comprehensive (Loss) Income | Treasury Stock and Other | Retained Earnings | Total | ||||||||||||||||||||||
| Balance as of September 30, 2024 | 99,461 | $ | 248,159 | $ | 633,811 | $ | (6,521) | $ | 26,220 | $ | 1,298,774 | $ | 2,200,443 | ||||||||||||||||
| Net income | — | — | — | — | — | 131,319 | 131,319 | ||||||||||||||||||||||
| Other comprehensive income | — | — | — | 68 | — | — | 68 | ||||||||||||||||||||||
| Common stock issued: | |||||||||||||||||||||||||||||
| Incentive compensation plan | 232 | 581 | 7,661 | — | — | — | 8,242 | ||||||||||||||||||||||
| Dividend reinvestment plan | 80 | 199 | 3,545 | — | — | — | 3,744 | ||||||||||||||||||||||
| Waiver discount | 418 | 1,045 | 18,865 | — | — | — | 19,910 | ||||||||||||||||||||||
Cash dividend declared ($.45 per share) | — | — | — | — | — | (45,010) | (45,010) | ||||||||||||||||||||||
| Treasury stock and other | — | — | — | — | (6,032) | — | (6,032) | ||||||||||||||||||||||
| Balance as of December 31, 2024 | 100,191 | $ | 249,984 | $ | 663,882 | $ | (6,453) | $ | 20,188 | $ | 1,385,083 | $ | 2,312,684 | ||||||||||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements
8
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF THE BUSINESS
The Company provides regulated natural gas distribution services, transmission and storage services and operates certain unregulated businesses primarily through the following:
NJNG provides natural gas utility service to residential and commercial customers throughout Burlington, Middlesex, Monmouth, Morris, Ocean and Sussex counties in New Jersey and is subject to rate regulation by the BPU. NJNG comprises the Natural Gas Distribution segment.
Clean Energy Ventures, the Company's clean energy subsidiary, comprises the CEV segment, which owns and operates clean energy projects, including commercial solar installations located in New Jersey, Rhode Island, New York, Connecticut, Michigan, Indiana and Pennsylvania.
Energy Services comprises the ES segment. ES maintains and transacts around a portfolio of natural gas transportation and storage capacity contracts and provides physical wholesale energy, retail energy and energy management services in the U.S.
NJR Midstream Holdings Corporation, which comprises the S&T segment, invests in energy-related ventures through its subsidiaries. The Company operates natural gas storage and transmission assets through the wholly-owned subsidiaries of Leaf River and Adelphia and is subject to rate regulation by FERC. The Company holds a 50% combined ownership interest in Steckman Ridge, a FERC-jurisdictional natural gas storage facility located in Pennsylvania, which is accounted for under the equity method of accounting.
NJR Retail Holdings Corporation has one principal subsidiary, NJRHS, which provides heating, central air conditioning, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey. NJRHS is included in HSO.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared by the Company in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and GAAP. The September 30, 2025 Balance Sheet data is derived from the audited financial statements of the Company. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's 2025 Annual Report on Form 10-K.
The Unaudited Condensed Consolidated Financial Statements include the accounts of NJR and its subsidiaries. In the opinion of management, the accompanying Unaudited Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair presentation of the results of the interim periods presented. These adjustments are of a normal and recurring nature. Because of the seasonal nature of the Company's utility and wholesale energy services operations, in addition to other factors, the financial results for the interim periods presented are not indicative of the results that are to be expected for the fiscal year ending September 30, 2026. Intercompany transactions and accounts have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingencies during the reporting period. On a quarterly basis, or more frequently whenever events or changes in circumstances indicate a need, the Company evaluates its estimates, including those related to the calculation of equity method investments, lease liabilities, unbilled revenues, allowance for doubtful accounts, provisions for depreciation and amortization, long-lived assets, regulatory assets and liabilities, income taxes, pensions and other postemployment benefits, contingencies related to environmental matters and litigation and the fair value of derivative instruments and debt. Asset retirement obligations are evaluated periodically as required. The Company’s estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
The Company has legal, regulatory and environmental proceedings during the normal course of business that can result in loss contingencies. When evaluating the potential for a loss, the Company will establish a reserve if a loss is probable and can be reasonably estimated, in which case it is the Company’s policy to accrue the full amount of such estimates. Where the information is sufficient only to establish a range of probable liability, and no point within the range is more likely than any other, it is the Company’s policy to accrue the lower end of the range. In the normal course of business, estimated amounts are subsequently adjusted to actual results that may differ from estimates.
Revenues
Revenues from the sale of natural gas to NJNG customers are recognized in the period that natural gas is delivered and consumed by customers, including an estimate for unbilled revenue. Natural gas sales to individual customers are based on meter readings, which are performed on a systematic basis throughout the month. At the end of each month, the amount of natural gas delivered to each customer after the last meter reading through the end of the respective accounting period is estimated, and recognizes unbilled revenues related to these amounts. The unbilled revenue estimates are based on estimated customer usage by customer type, weather effects, unaccounted-for natural gas and the most current tariff rates.
CEV recognizes revenue when SRECs are transferred to counterparties. SRECs are physically delivered through the transfer of certificates as per contractual settlement schedules. The SREC program officially closed to new qualified solar projects.
TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value. The project factor is determined by the type and location of the project, as defined.
The ADI Program provides administratively set incentives for net metered projects of 5 MW or less. The CSI program is open to qualifying grid supply solar facilities, non-residential net metered solar installations with a capacity greater than 5 MW, and eligible grid supply solar facilities installed in combination with energy storage. RECs generated through the production of electricity under these programs are known as SREC IIs.
TRECs and SREC IIs generated are required to be purchased monthly by a REC program administrator as appointed by the BPU. Revenue for TRECs and SREC IIs are recognized upon generation and are transferred monthly based upon metered solar electricity activity.
Revenues for ES are recognized when the natural gas is physically delivered to the customer. In addition, changes in the fair value of derivatives that economically hedge the forecasted sales of the natural gas are recognized in operating revenues as they occur. ES also recognizes changes in the fair value of SREC derivative contracts for forward sales as a component of operating revenues.
ES has a series of AMAs with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts. The AMAs include a series of temporary and permanent releases, and revenue under these agreements is recognized as the performance obligations are satisfied. For temporary releases of pipeline capacity, revenue is recognized on a straight-line basis over the agreed-upon term. For permanent releases of pipeline capacity, which represent a transfer of contractual rights for such capacity, revenue is recognized upon the transfer of the underlying contractual rights. ES recognized approximately $4.9M of operating revenue related to the AMAs on the Unaudited Condensed Consolidated Statements of Operations during both three months ended December 31, 2025 and 2024. Amounts received in excess of revenue recognized totaling approximately $66.2M and $36.8M are included in deferred revenue on the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025, respectively.
S&T generates revenues from firm storage contracts and transportation contracts, related usage fees and hub services for the use of storage space, injections and withdrawals from their natural gas storage facility and the delivery of natural gas to customers. Demand fees are recognized as revenue over the term of the related agreement while usage fees and hub services revenues are recognized as services are performed.
Revenues from all other activities are recorded in the period during which products or services are delivered and accepted by customers, or over the related contractual term. See Note 3. Revenue for further information.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit and temporary investments with maturities of three months or less, and excludes restricted cash related to escrow balances for utility plant projects at NJNG, which are recorded in other noncurrent assets on the Unaudited Condensed Consolidated Balance Sheets.
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the Unaudited Condensed Consolidated Balance Sheets to the total amounts in the Unaudited Condensed Consolidated Statements of Cash Flows as follows:
| (Thousands) | December 31, 2025 | September 30, 2025 | December 31, 2024 | ||||||||
| Balance Sheet | |||||||||||
| Cash and cash equivalents | $ | 2,434 | $ | 591 | $ | 1,908 | |||||
| Restricted cash in other noncurrent assets | $ | 1,159 | $ | 1,058 | $ | 655 | |||||
| Statements of Cash Flow | |||||||||||
| Cash, cash equivalents and restricted cash | $ | 3,593 | $ | 1,649 | $ | 2,563 | |||||
Allowance for Doubtful Accounts
The Company segregates financial assets, primarily trade receivables and unbilled revenues due in one year or less, into portfolio segments based on shared risk characteristics, such as geographical location and regulatory environment, for evaluation of expected credit losses. Historical and current information, such as average write-offs, are applied to each portfolio segment to estimate the allowance for losses on uncollectible receivables. Additionally, the allowance for losses on uncollectible receivables is adjusted for reasonable and supportable forecasts of future economic conditions, which can include changing weather, commodity prices, regulations, and macroeconomic factors, such as unemployment rates among others.
Loans and Notes Receivable
NJNG currently provides loans, with terms ranging from to 10 years, to customers that elect to purchase and install certain energy-efficient equipment in accordance with its BPU-approved SAVEGREEN program. The loans are recognized at fair value on the Unaudited Condensed Consolidated Balance Sheets. The Company has approximately $22.7M and $21.5M recorded in other current assets and approximately $74.3M and $69.4M in other noncurrent assets as of December 31, 2025 and September 30, 2025, respectively, on the Unaudited Condensed Consolidated Balance Sheets, related to the loans.
In August 2025, CEV entered into a seller-based financing arrangement with a third party for the sale of certain solar energy modules totaling $42.5M. Amounts related to the financing are due to CEV no later than December 31, 2027, and are recorded as notes receivable within the Company’s Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025.
The Company evaluates loans and notes receivable for collectability each reporting period in accordance with the current expected credit loss model. If necessary, an allowance is recorded to reflect potential losses. As of December 31, 2025 and September 30, 2025, the Company has not recorded a reserve for credit losses associated with outstanding loans and notes receivable.
Natural Gas in Storage
The following table summarizes natural gas in storage, at average cost by segment as of:
| December 31, 2025 | September 30, 2025 | |||||||||||||||||||
| ($ in thousands) | Natural Gas in Storage | Bcf | Natural Gas in Storage | Bcf | ||||||||||||||||
| NJNG | $ | 159,364 | 24.6 | $ | 184,099 | 30.8 | ||||||||||||||
| ES | 30,167 | 9.5 | 30,686 | 13.2 | ||||||||||||||||
| S&T | 1,588 | 0.5 | 1,051 | 0.3 | ||||||||||||||||
| Total | $ | 191,119 | 34.6 | $ | 215,836 | 44.3 | ||||||||||||||
Software Costs
The Company capitalizes certain costs, such as software design and configuration, coding, testing and installation, that are incurred to purchase or create and implement computer software for internal use. Capitalized costs include external costs of materials and services utilized in developing or obtaining internal-use software and payroll and payroll-related costs for employees who are directly associated with and devote time to the internal-use software project. Maintenance costs are expensed as incurred. Upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Amortization is recorded on the straight-line basis over the estimated useful lives.
The following tables present the software costs included in the Unaudited Condensed Consolidated Financial Statements:
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
| Balance Sheets | ||||||||
| Utility plant, at cost | $ | 134,784 | $ | 132,868 | ||||
| Construction work in progress | $ | 91,819 | $ | 87,274 | ||||
| Nonutility plant and equipment, at cost | $ | 344 | $ | 344 | ||||
| Accumulated depreciation and amortization, utility plant | $ | (28,296) | $ | (24,906) | ||||
| Accumulated depreciation and amortization, nonutility plant and equipment | $ | (77) | $ | (70) | ||||
| Software costs | $ | 11,159 | $ | 11,151 | ||||
| Three Months Ended | ||||||||
| December 31, | ||||||||
| Statements of Operations | 2025 | 2024 | ||||||
| Operation and maintenance | $ | 193 | $ | 2,736 | ||||
| Depreciation and amortization | $ | 3,397 | $ | 2,415 | ||||
Sale Leasebacks
NJNG utilizes sale leaseback arrangements as a financing mechanism to fund certain of its capital expenditures related to natural gas meters, whereby the physical asset is sold concurrent with an agreement to lease the asset back. These agreements include options to renew the lease or repurchase the asset at the end of the term. As NJNG retains control of the natural gas meters, these arrangements do not qualify as a sale. Proceeds from sale leaseback transactions are accounted for as financing arrangements and are included in long-term debt on the Unaudited Condensed Consolidated Balance Sheets.
In addition, for certain of its commercial solar energy projects, the Company enters into lease agreements that provide for the sale of commercial solar energy assets to third parties and the concurrent leaseback of the assets. For sale leaseback transactions where the Company has concluded that the arrangement does not qualify as a sale as the Company retains control of the underlying assets, the Company uses the financing method to account for the transaction. Under the financing method, the Company recognizes the proceeds received from the buyer-lessor that constitute a payment to acquire the solar energy asset as a financing arrangement, which is recorded as a component of debt on the Unaudited Condensed Consolidated Balance Sheets.
The Company continues to operate its solar assets and is responsible for related expenses and entitled to retain the revenue generated from RECs and energy sales. ITCs and other tax attributes associated with these solar projects transfer to the buyer; however, the payments are structured so that CEV is compensated for the transfer of the related tax attributes. Accordingly, CEV recognizes the equivalent value of the tax attributes in other income on the Unaudited Condensed Consolidated Statements of Operations over the respective five-year ITC recapture periods, starting with the second year of the lease. See Note 9. Debt for more details regarding sale leaseback transactions recorded as financing arrangements.
Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss, net of related tax effects during the three months ended December 31, 2025 and 2024:
| (Thousands) | Cash Flow Hedges | Postemployment Benefit Obligation | Total | ||||||||||||||
| Balance as of September 30, 2025 | $ | (5,163) | $ | (6,300) | $ | (11,463) | |||||||||||
| Other comprehensive income | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(79), $1 and $(78), respectively | 264 | (6) | (1) | 258 | |||||||||||||
| Balance as of December 31, 2025 | $ | (4,899) | $ | (6,306) | $ | (11,205) | |||||||||||
| Balance as of September 30, 2024 | $ | (6,215) | $ | (306) | $ | (6,521) | |||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax of $(79), $58 and $(21), respectively | 263 | (195) | (1) | 68 | |||||||||||||
| Balance as of December 31, 2024 | $ | (5,952) | $ | (501) | $ | (6,453) | |||||||||||
(1)Included in the computation of net periodic pension cost, a component of O&M on the Unaudited Condensed Consolidated Statements of Operations.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation.
Recently Adopted Updates to the Accounting Standards Codification
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, an amendment to ASC 740, Income Taxes, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid. It will provide investors more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance became effective for the Company on October 1, 2025, for the first annual period, and can be applied either prospectively or retrospectively. As the amendments in this update only impact disclosures, there will be no impact on the Company’s financial position, results of operations, and cash flows upon adoption.
Other Recent Updates to the Accounting Standards Codification
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, an amendment to ASC 220, Income Statement Reporting, which requires more detailed information about specified categories of expenses included in certain captions presented on the face of the income statement. The guidance becomes effective for the Company on October 1, 2027, for the first annual period and on October 1, 2028, for the interim periods. The Company can elect to apply it either prospectively or retrospectively to all periods presented, with early adoption permitted. The Company is currently evaluating the amendment to understand the impacts on its disclosures upon adoption.
Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, an amendment to ASC 350, Intangibles—Goodwill and Other, which simplifies the capitalization guidance as it relates to Internal-Use Software by removing all references to project stages and clarifying the threshold to apply to begin capitalizing costs. The guidance becomes effective for the Company on October 1, 2028. The Company can elect to apply it prospectively, retrospectively or through a modified transition approach, with early adoption permitted. The Company is currently evaluating the amendment to understand the impacts on its financial position, results of operations and cash flows upon adoption.
Government Grants
In December 2025, the FASB issued ASU No. 2025-10, an amendment to ASC 832, Government Grants, which adds guidance on the recognition, measurement, and presentation of government grants. The guidance becomes effective for the Company on October 1, 2029. The Company can elect to apply it retrospectively, or through a modified prospective or retrospective transition approach, with early adoption permitted. The Company is currently evaluating the amendment to understand the impacts on its financial position, results of operations and cash flows upon adoption.
3. REVENUE
Revenue is recognized when a performance obligation is satisfied by transferring control of a product or service to a customer. Revenue is measured based on consideration specified in a contract with a customer using the output method of progress. The Company elected to apply the invoice practical expedient for recognizing revenue, whereby the amounts invoiced to customers represent the value to the customer and the Company’s performance completion as of the invoice date. Therefore, the Company does not disclose related unsatisfied performance obligations. The Company also elected the practical expedient to exclude from the transaction price all sales taxes that are assessed by a governmental authority and therefore presents sales tax net in operating revenues on the Unaudited Condensed Consolidated Statements of Operations.
9
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Below is a listing of performance obligations that arise from contracts with customers, along with details on the satisfaction of each performance obligation, the significant payment terms and the nature of the goods and services being transferred, by reportable segment and other business operations:
| Revenue Recognized Over Time: | ||||||||
| Segment/ Operations | Performance Obligation | Description | ||||||
| NJNG | Natural gas utility sales | NJNG's performance obligation is to provide natural gas to residential, commercial and industrial customers as demanded, based on regulated tariff rates, which are established by the BPU. Revenues from the sale of natural gas are recognized in the period that natural gas is delivered and consumed by customers, including an estimate for quantities consumed but not billed during the period. Payment is due each month for the previous month's deliveries. Natural gas sales to individual customers are based on meter readings, which are performed on a systematic basis throughout the billing period. The unbilled revenue estimates are based on estimated customer usage by customer type, weather effects and the most current tariff rates. NJNG is entitled to be compensated for performance completed until service is terminated. Customers may elect to purchase the natural gas commodity from NJNG or may contract separately to purchase natural gas directly from third-party suppliers. As NJNG is acting as an agent on behalf of the third-party supplier, revenue is recorded for the delivery of natural gas to the customer. | ||||||
| CEV | Commercial solar electricity | CEV operates wholly-owned solar projects that recognize revenue as electricity is generated and transferred to the customer. The performance obligation is to provide electricity to the customer in accordance with contract terms or the interconnection agreement and is satisfied upon transfer of electricity generated. Revenue is recognized as invoiced and the payment is due each month for the previous month's services. | ||||||
| CEV | Renewable energy certificates | Certain CEV projects generate TRECs and SREC IIs under the established ADI & CSI Programs. A TREC or SREC II is created for every MWh of electricity produced by a solar generator. The performance obligation of CEV is to generate electricity. TRECs and SREC IIs under the ADI & CSI Programs are purchased monthly by a REC Administrator. Revenue is recognized upon generation. | ||||||
| ES | Natural gas services | The performance obligation of ES is to provide the customer transportation, storage and asset management services on an as-needed basis. ES generates revenue through management fees, demand charges, reservation fees and transportation charges centered around the buying and selling of the natural gas commodity, representing one series of distinct performance obligations. Revenue is recognized based upon the underlying natural gas quantities physically delivered and the customer obtaining control. ES invoices customers in line with the terms of the contract and based on the services provided. Payment is due upon receipt of the invoice. For temporary releases of pipeline capacity, revenue is recognized on a straight-line basis over the agreed upon term. | ||||||
S&T | Natural gas services | The performance obligation of S&T is to provide the customer with storage and transportation services. S&T generates revenues from firm storage contracts and transportation contracts, injection and withdrawal at the storage facility and the delivery of natural gas to customers. Revenue is recognized over time as customers receive the benefits of its service as it is performed on their behalf using an output method based on actual deliveries. Demand fees are recognized as revenue over the term of the related agreement. | ||||||
| HSO | Service contracts | Home Services enters into service contracts with homeowners to provide maintenance and replacement of applicable heating, cooling or ventilation equipment. All services provided relate to a distinct performance obligation which is to provide services for the specific equipment over the term of the contract. Revenue is recognized on a straight-line basis over the term of the contract and payment is due upon receipt of the invoice. | ||||||
| Revenue Recognized at a Point in Time: | ||||||||
| Segment/ Operations | Performance Obligation | Description | ||||||
| ES | Natural gas services | For a permanent release of pipeline capacity, the performance obligation of ES is the release of the pipeline capacity associated with certain natural gas transportation contracts and the transfer of the underlying contractual rights to the counterparty. Revenue is recognized upon the transfer of the underlying contractual rights. | ||||||
S&T | Natural gas services | The performance obligation of S&T is to provide the customer with storage and transportation services. S&T generates revenues from usage fees and hub services for the use of storage space, injection and withdrawal from the storage facility. Hub services include park and loan transactions and wheeling. Usage fees and hub services revenues are recognized as services are performed. | ||||||
| HSO | Installations | Home Services installs appliances, including but not limited to, furnaces, air conditioning units, boilers and generators for customers. The distinct performance obligation is the installation of the contracted appliance, which is satisfied at the point in time the item is installed. The transaction price for each installation differs accordingly. Revenue is recognized at a point in time upon completion of the installation, which is when the customer is billed. | ||||||
10
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregated revenues from contracts with customers by product line and by reportable segment and other business operations during the three months ended December 31, 2025 and 2024, are as follows:
| (Thousands) | NJNG | CEV | ES | S&T | HSO | Total | |||||||||||||||||
| 2025 | |||||||||||||||||||||||
Natural gas utility sales (1) | $ | 374,858 | — | — | — | — | $ | 374,858 | |||||||||||||||
| Natural gas services | — | — | 12,840 | 28,080 | — | 40,920 | |||||||||||||||||
| Service contracts | — | — | — | — | 9,455 | 9,455 | |||||||||||||||||
| Installations and maintenance | — | — | — | — | 6,551 | 6,551 | |||||||||||||||||
| Renewable energy certificates | — | 3,737 | — | — | — | 3,737 | |||||||||||||||||
| Electricity sales | — | 5,615 | — | — | — | 5,615 | |||||||||||||||||
Eliminations (2) | (237) | — | — | — | — | (237) | |||||||||||||||||
| Revenues from contracts with customers | 374,621 | 9,352 | 12,840 | 28,080 | 16,006 | 440,899 | |||||||||||||||||
Alternative revenue programs (3) | (26,256) | — | — | — | — | (26,256) | |||||||||||||||||
| Derivative instruments | 61,536 | 22,408 | (4) | 106,267 | — | — | 190,211 | ||||||||||||||||
| Revenues out of scope | 35,280 | 22,408 | 106,267 | — | — | 163,955 | |||||||||||||||||
| Total operating revenues | $ | 409,901 | 31,760 | 119,107 | 28,080 | 16,006 | $ | 604,854 | |||||||||||||||
| 2024 | |||||||||||||||||||||||
Natural gas utility sales (1) | $ | 296,402 | — | — | — | — | $ | 296,402 | |||||||||||||||
| Natural gas services | — | — | 11,947 | 26,628 | — | 38,575 | |||||||||||||||||
| Service contracts | — | — | — | — | 9,232 | 9,232 | |||||||||||||||||
| Installations and maintenance | — | — | — | — | 6,562 | 6,562 | |||||||||||||||||
| Renewable energy certificates | — | 2,896 | — | — | — | 2,896 | |||||||||||||||||
| Electricity sales | — | 5,826 | — | — | — | 5,826 | |||||||||||||||||
Eliminations (2) | (337) | — | — | (42) | (161) | (540) | |||||||||||||||||
| Revenues from contracts with customers | 296,065 | 8,722 | 11,947 | 26,586 | 15,633 | 358,953 | |||||||||||||||||
Alternative revenue programs (3) | (5,391) | — | — | — | — | (5,391) | |||||||||||||||||
| Derivative instruments | 42,754 | 17,684 | (4) | 74,361 | — | — | 134,799 | ||||||||||||||||
| Revenues out of scope | 37,363 | 17,684 | 74,361 | — | — | 129,408 | |||||||||||||||||
| Total operating revenues | $ | 333,428 | 26,406 | 86,308 | 26,586 | 15,633 | $ | 488,361 | |||||||||||||||
(1)Includes building rent related to the Wall headquarters, which is eliminated in consolidation.
(2)Consists of transactions between subsidiaries that are eliminated in consolidation.
(3)Includes CIP revenue.
(4)Includes SREC revenue.
11
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregated revenues from contracts with customers by customer type and by reportable segment and other business operations during the three months ended December 31, 2025 and 2024, are as follows:
| (Thousands) | NJNG | CEV | ES | S&T | HSO | Total | ||||||||||||||
| 2025 | ||||||||||||||||||||
| Residential | $ | 284,101 | — | — | — | 15,981 | $ | 300,082 | ||||||||||||
| Commercial and industrial | 53,441 | 9,352 | 12,840 | 28,080 | 25 | 103,738 | ||||||||||||||
| Firm transportation | 34,677 | — | — | — | — | 34,677 | ||||||||||||||
| Interruptible, off-tariff and other | 2,402 | — | — | — | — | 2,402 | ||||||||||||||
| Revenues out of scope | 35,280 | 22,408 | 106,267 | — | — | 163,955 | ||||||||||||||
| Total operating revenues | $ | 409,901 | 31,760 | 119,107 | 28,080 | 16,006 | $ | 604,854 | ||||||||||||
| 2024 | ||||||||||||||||||||
| Residential | $ | 223,819 | 2,110 | — | — | 15,544 | $ | 241,473 | ||||||||||||
| Commercial and industrial | 41,805 | 6,612 | 11,947 | 26,586 | 89 | 87,039 | ||||||||||||||
| Firm transportation | 27,325 | — | — | — | — | 27,325 | ||||||||||||||
| Interruptible, off-tariff and other | 3,116 | — | — | — | — | 3,116 | ||||||||||||||
| Revenues out of scope | 37,363 | 17,684 | 74,361 | — | — | 129,408 | ||||||||||||||
| Total operating revenues | $ | 333,428 | 26,406 | 86,308 | 26,586 | 15,633 | $ | 488,361 | ||||||||||||
Customer Accounts Receivable/Credit Balances and Deposits
The timing of revenue recognition, customer billings and cash collections resulting in accounts receivables, billed and unbilled, and customers’ credit balances and deposits on the Unaudited Condensed Consolidated Balance Sheets during the three months ended December 31, 2025 and 2024, are as follows:
| Customer Accounts Receivable | Customers' Credit | ||||||||||
| (Thousands) | Billed | Unbilled | Balances and Deposits | ||||||||
| Balance as of September 30, 2025 | $ | 109,366 | $ | 24,194 | $ | 31,297 | |||||
| Increase | 150,763 | 127,759 | 8,948 | ||||||||
| Balance as of December 31, 2025 | $ | 260,129 | $ | 151,953 | $ | 40,245 | |||||
| Balance as of September 30, 2024 | $ | 105,531 | $ | 20,094 | $ | 38,595 | |||||
| Increase | 105,505 | 97,186 | 3,992 | ||||||||
| Balance as of December 31, 2024 | $ | 211,036 | $ | 117,280 | $ | 42,587 | |||||
The following table provides information about receivables, which are included within accounts receivable, billed and unbilled, and customers’ credit balances and deposits, respectively, on the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025:
| (Thousands) | NJNG | CEV | ES | S&T | HSO | Total | ||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Customer accounts receivable | ||||||||||||||||||||
| Billed | $ | 170,462 | 5,108 | 74,400 | 8,896 | 1,263 | $ | 260,129 | ||||||||||||
| Unbilled | 143,752 | 8,201 | — | — | — | 151,953 | ||||||||||||||
| Customers' credit balances and deposits | (40,200) | — | — | (45) | — | (40,245) | ||||||||||||||
| Total | $ | 274,014 | 13,309 | 74,400 | 8,851 | 1,263 | $ | 371,837 | ||||||||||||
| September 30, 2025 | ||||||||||||||||||||
| Customer accounts receivable | ||||||||||||||||||||
| Billed | $ | 75,789 | 6,818 | 17,483 | 8,172 | 1,104 | $ | 109,366 | ||||||||||||
| Unbilled | 14,817 | 9,377 | — | — | — | 24,194 | ||||||||||||||
| Customers' credit balances and deposits | (31,257) | — | — | (40) | — | (31,297) | ||||||||||||||
| Total | $ | 59,349 | 16,195 | 17,483 | 8,132 | 1,104 | $ | 102,263 | ||||||||||||
12
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. REGULATION
NJNG is subject to cost-based regulation, therefore, it is permitted to recover authorized operating expenses and earn a reasonable return on its utility capital investments based on the BPU's approval. The impact of the ratemaking process and decisions authorized by the BPU allows NJNG to capitalize or defer certain costs that are expected to be recovered from its customers as regulatory assets and to recognize certain obligations representing amounts that are probable future expenditures as regulatory liabilities in accordance with accounting guidance applicable to regulated operations.
NJNG's recovery of costs is facilitated through its base rates, BGSS and other regulatory tariff riders. NJNG is required to make filings to the BPU for review of its BGSS, CIP and other programs and related rates. Annual rate changes are typically requested to be effective at the beginning of the following fiscal year. The current base rates include a weighted average cost of capital of 7.08% and a return on common equity of 9.6%. All rate and program changes are subject to proper notification and BPU review and approval. In addition, NJNG is permitted to implement certain BGSS rate changes on a provisional basis with proper notification to the BPU.
Regulatory assets and liabilities included on the Unaudited Condensed Consolidated Balance Sheets for NJNG are comprised of the following:
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
| Regulatory assets-current | ||||||||
| New Jersey Clean Energy Program | $ | 14,572 | $ | 17,171 | ||||
| Conservation Incentive Program | — | 22,697 | ||||||
| Derivatives at fair value, net | 13,171 | 7,544 | ||||||
| Other current regulatory assets | 1,442 | 1,486 | ||||||
| Total current regulatory assets | $ | 29,185 | $ | 48,898 | ||||
| Regulatory assets-noncurrent | ||||||||
| Environmental remediation costs: | ||||||||
| Expended, net of recoveries | $ | 69,910 | $ | 74,961 | ||||
| Liability for future expenditures | 167,462 | 166,990 | ||||||
| Deferred income taxes | 46,781 | 46,013 | ||||||
| SAVEGREEN | 145,264 | 141,562 | ||||||
| Postemployment and other benefit costs | 41,703 | 41,275 | ||||||
| Cost of removal | 131,790 | 132,895 | ||||||
| Other noncurrent regulatory assets | 56,633 | 63,612 | ||||||
| Total noncurrent regulatory assets | $ | 659,543 | $ | 667,308 | ||||
| Regulatory liability-current | ||||||||
| Overrecovered natural gas costs | $ | 17,855 | $ | 10,643 | ||||
| Conservation Incentive Program | 3,559 | — | ||||||
| Total current regulatory liabilities | $ | 21,414 | $ | 10,643 | ||||
| Regulatory liabilities-noncurrent | ||||||||
| Tax Act impact | $ | 169,054 | $ | 170,309 | ||||
| Other noncurrent regulatory liabilities | 1,458 | 868 | ||||||
| Total noncurrent regulatory liabilities | $ | 170,512 | $ | 171,177 | ||||
Regulatory assets and liabilities included on the Unaudited Condensed Consolidated Balance Sheets for Adelphia are comprised of the following:
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
| Total noncurrent regulatory assets | $ | 5,201 | $ | 5,210 | ||||
| Total current regulatory liabilities | $ | 1,677 | $ | 2,241 | ||||
13
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The assets are comprised primarily of the tax benefit associated with the equity component of Allowance for Funds Used During Construction and the liability consists primarily of scheduling penalties. Recovery of regulatory assets is subject to FERC approval.
Regulatory filings and/or actions that occurred during the current fiscal year include the following:
•On October 31, 2025, NJNG notified the BPU that it intended to self-implement an increase to its BGSS rate, effective December 1, 2025 through September 30, 2026, which will result in an increase of approximately $38.1M in revenues related to BGSS.
•On December 17, 2025, the BPU approved, on a provisional basis, NJNG's annual BGSS/CIP filing, which included an increase of approximately $6.1M related to its balancing charge and a decrease of approximately $26.2M to CIP rates, effective January 1, 2026.
•On December 17, 2025, the BPU approved NJNG's annual SAVEGREEN filing for the recovery of costs, which will increase annual recoveries by approximately $13.3M, effective January 1, 2026.
•On December 17, 2025, the BPU approved NJNG's final IIP filing, which requested a rate increase for capital expenditures of approximately $33.1M through October 31, 2025, resulting in a revenue increase of approximately $3.3M, effective January 1, 2026. In conjunction with this filing, NJNG notified the BPU that it was withdrawing its July 2025 request to extend the program. Any recovery of future infrastructure investments will be requested through a NJNG base rate case.
5. DERIVATIVE INSTRUMENTS
The Company is subject primarily to commodity price risk due to fluctuations in the market price of natural gas, SRECs and electricity. To manage this risk, the Company enters into a variety of derivative instruments including, but not limited to, futures contracts, physical forward contracts, financial options and swaps to economically hedge the commodity price risk associated with its existing and anticipated commitments. In addition, the Company is exposed to interest rate risk and may utilize derivatives to reduce exposure to fluctuations in interest rates. These contracts are accounted for as derivatives, unless the Company elects NPNS, which is done on a contract-by-contract election. Accordingly, financial and certain of the Company's physical contracts are recorded at fair value on the Unaudited Condensed Consolidated Balance Sheets. For a more detailed discussion of the Company’s fair value measurement policies and level disclosures associated with the Company’s derivative instruments, see Note 6. Fair Value.
Energy Services
ES chooses not to designate its financial commodity and physical forward commodity derivatives as accounting hedges or to elect NPNS. The changes in the fair value of these derivatives are recorded as a component of operating expenses or operating revenues, as appropriate for ES, on the Unaudited Condensed Consolidated Statements of Operations as unrealized gains or losses. For ES at settlement, realized gains and losses on all financial derivative instruments are recognized as a component of natural gas purchases and realized gains and losses on all physical derivatives follow the presentation of the related unrealized gains and losses as a component of either operating expenses or operating revenues.
As a result of ES entering into transactions to borrow natural gas, commonly referred to as “park and loans,” an embedded derivative is recognized relating to differences between the fair value of the amount borrowed and the fair value of the amount that will ultimately be repaid, based on changes in the forward price for natural gas prices at the borrowed location over the contract term. This embedded derivative is accounted for as a forward sale in the month in which the repayment of the borrowed natural gas is expected to occur and is considered a derivative transaction that is recorded at fair value on the Unaudited Condensed Consolidated Balance Sheets, with changes in value recognized in current period earnings.
Expected production of SRECs are hedged through the use of forward and futures contracts. All contracts require the Company to physically deliver SRECs through the transfer of certificates as per contractual settlement schedules. ES recognizes changes in the fair value of these derivatives as a component of operating revenues. For SRECs that are acquired by ES, changes in the fair value of these derivatives are reported as a component of operating expenses. Upon settlement of these contracts, the related revenue or expense is recognized when the SREC is transferred to the counterparty or acquired by ES, respectively.
14
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Natural Gas Distribution
Changes in fair value of NJNG's financial commodity derivatives are recorded as a component of regulatory assets or liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company elects NPNS accounting treatment on all physical commodity contracts that NJNG entered into on or before December 31, 2015, and accounts for these contracts on an accrual basis. Accordingly, physical natural gas purchases are recognized in regulatory assets or liabilities on the Unaudited Condensed Consolidated Balance Sheets when the contract settles and the natural gas is delivered. The average cost of natural gas is charged to expense in the current period earnings based on the BGSS factor times the therm sales. NJNG no longer elects NPNS accounting treatment on a portfolio basis. However, since NPNS is a contract-by-contract election, where it makes sense to do so, NJNG can and may elect to treat certain contracts as normal. Because NJNG recovers these amounts through future BGSS rates as increases or decreases to the cost of natural gas in NJNG’s tariff for natural gas service, the changes in fair value of these contracts are deferred as a component of regulatory assets or liabilities on the Unaudited Condensed Consolidated Balance Sheets.
Clean Energy Ventures
The Company elects NPNS accounting treatment on PPA contracts executed by CEV that meet the definition of a derivative and accounts for the contract on an accrual basis. Accordingly, electricity sales are recognized in revenues throughout the term of the PPA as electricity is delivered. NPNS is a contract-by-contract election and where it makes sense to do so, the Company can and may elect to treat certain contracts as normal.
Fair Value of Derivatives
The following table presents the fair value of the Company's derivative assets and liabilities recognized on the Unaudited Condensed Consolidated Balance Sheets as of:
Offsetting of Derivatives
The Company transacts under master netting arrangements or equivalent agreements that allow it to offset derivative assets and liabilities with the same counterparty. However, the Company’s policy is to present its derivative assets and liabilities on a gross basis at the contract level unit of account on the Unaudited Condensed Consolidated Balance Sheets.
15
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the reported gross amounts, the amounts that the Company has the right to offset but elects not to, financial collateral and the net amounts the Company could present on the Unaudited Condensed Consolidated Balance Sheets but elects not to.
| Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||
| (Thousands) | Fair Value (1) | Amounts Offset (2) | Collateral Received/Pledged (3) | Net Value (4) | Fair Value (1) | Amounts Offset (2) | Collateral Received/Pledged (3) | Net Value (4) | |||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||
| ES Contracts | |||||||||||||||||||||||||||||
| Physical commodity | $ | 4,361 | (1,653) | — | $ | 2,708 | $ | 10,921 | (1,653) | (2,183) | $ | 7,085 | |||||||||||||||||
| Financial commodity | 9,951 | (3,831) | (2,357) | 3,763 | 3,831 | (3,831) | — | — | |||||||||||||||||||||
| Total ES | $ | 14,312 | (5,484) | (2,357) | $ | 6,471 | $ | 14,752 | (5,484) | (2,183) | $ | 7,085 | |||||||||||||||||
| NJNG Contracts | |||||||||||||||||||||||||||||
| Physical commodity | $ | 39 | (5) | — | $ | 34 | $ | 104 | (5) | — | $ | 99 | |||||||||||||||||
| Financial commodity | — | — | — | — | 12 | — | (12) | — | |||||||||||||||||||||
| Total NJNG | $ | 39 | (5) | — | $ | 34 | $ | 116 | (5) | (12) | $ | 99 | |||||||||||||||||
| As of September 30, 2025 | |||||||||||||||||||||||||||||
| ES Contracts | |||||||||||||||||||||||||||||
| Physical commodity | $ | 5,021 | (2,061) | — | $ | 2,960 | $ | 9,809 | (2,061) | (2,022) | $ | 5,726 | |||||||||||||||||
| Financial commodity | 9,432 | (2,088) | (3,951) | 3,393 | 2,088 | (2,088) | — | — | |||||||||||||||||||||
| Total ES | $ | 14,453 | (4,149) | (3,951) | $ | 6,353 | $ | 11,897 | (4,149) | (2,022) | $ | 5,726 | |||||||||||||||||
| NJNG Contracts | |||||||||||||||||||||||||||||
| Physical commodity | $ | 30 | (1) | — | $ | 29 | $ | 2 | (1) | — | $ | 1 | |||||||||||||||||
| Financial commodity | 350 | (4) | — | 346 | 4 | (4) | — | — | |||||||||||||||||||||
| Total NJNG | $ | 380 | (5) | — | $ | 375 | $ | 6 | (5) | — | $ | 1 | |||||||||||||||||
(1)Derivative assets and liabilities are presented on a gross basis on the Unaudited Condensed Consolidated Balance Sheets as the Company does not elect balance sheet offsetting under ASC 210-20.
(2)Includes transactions with NAESB netting election, transactions held by FCMs with net margining and transactions with ISDA netting.
(3)Financial collateral includes cash balances at FCMs as well as cash received from or pledged to other counterparties.
(4)Net amounts represent presentation of derivative assets and liabilities if the Company were to elect balance sheet offsetting under ASC 210-20.
ES utilizes financial derivatives to economically hedge the gross margin associated with the purchase of physical natural gas to be used for storage injection and its subsequent sale at a later date. The gains or (losses) on the financial transactions that are economic hedges of the cost of the purchased natural gas are recognized prior to the gains or (losses) on the physical transaction, which are recognized in earnings when the natural gas is delivered. Therefore, mismatches between the timing of the recognition of realized gains or (losses) on the financial derivative instruments and gains or (losses) associated with the actual sale of the natural gas that is being economically hedged along with fair value changes in derivative instruments, create volatility in the results of ES, although the Company's intended economic results relating to the entire transaction are unaffected.
The following table presents the effect of derivative instruments recognized on the Unaudited Condensed Consolidated Statements of Operations for the periods set forth below:
| (Thousands) | Location of gain (loss) recognized in income on derivatives | Amount of gain (loss) recognized in income on derivatives | ||||||||||||
| Three Months Ended | ||||||||||||||
| December 31, | ||||||||||||||
| Derivatives not designated as hedging instruments: | 2025 | 2024 | ||||||||||||
| ES: | ||||||||||||||
| Operating revenues | $ | (761) | $ | (2,632) | ||||||||||
| Natural gas purchases | (456) | (1,752) | ||||||||||||
| Financial commodity contracts | Natural gas purchases | 97 | 1,538 | |||||||||||
| Physical commodity contracts | Operation and maintenance | (4) | 1,053 | |||||||||||
| Total unrealized and realized loss | $ | (1,124) | $ | (1,793) | ||||||||||
16
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NJNG’s derivative contracts are part of the Company's risk management activities that relate to its natural gas purchases and BGSS incentive programs. At settlement, the resulting gains and/or losses are payable to or recoverable from utility customers and are deferred in regulatory assets or liabilities resulting in no impact to earnings.
The following table reflects the gains (losses) associated with NJNG's derivative instruments for the periods set forth below:
| Three Months Ended | |||||||||||
| December 31, | |||||||||||
| (Thousands) | 2025 | 2024 | |||||||||
| NJNG: | |||||||||||
| Physical commodity contracts | $ | 286 | $ | (13,386) | |||||||
| Financial commodity contracts | (4,478) | 5,939 | |||||||||
| Total unrealized and realized loss | $ | (4,192) | $ | (7,447) | |||||||
NJNG and ES had the following outstanding long (short) derivatives as of:
| Natural Gas Distribution | Energy Services | |||||||||||||
| Volumes (Bcf) | Futures | Physical Commodity | Futures | Physical Commodity | ||||||||||
| December 31, 2025 | 29.0 | 0.3 | (0.3) | (0.6) | ||||||||||
| September 30, 2025 | 36.1 | 6.0 | (4.7) | 5.5 | ||||||||||
Not included in the above table are 0.9M SRECs that were open as of both December 31, 2025 and September 30, 2025.
Broker Margin
Futures exchanges have contract specific margin requirements that require the posting of cash or cash equivalents relating to traded contracts. Margin requirements consist of initial margin that is posted upon the initiation of a position, maintenance margin that is usually expressed as a percent of initial margin, and variation margin that fluctuates based on the daily marked-to-market relative to maintenance margin requirements. The Company maintains separate broker margin accounts for NJNG and ES.
The balances by reportable segment are as follows:
| (Thousands) | Balance Sheet Location | December 31, 2025 | September 30, 2025 | ||||||||
| NJNG | Restricted broker margin accounts-current assets | $ | 2,300 | $ | 5,480 | ||||||
| ES | Restricted broker margin accounts-current assets | $ | 3,082 | $ | 3,440 | ||||||
| Restricted broker margin accounts-current liabilities | $ | 2,355 | $ | 3,949 | |||||||
Wholesale Credit Risk
NJNG, ES, CEV and S&T are exposed to credit risk as a result of their sales/wholesale marketing activities. As a result of the inherent volatility in the prices of natural gas commodities, derivatives and SRECs, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If a counterparty fails to perform the obligations under its contract, then the Company could sustain a loss.
The Company monitors and manages the credit risk of its wholesale operations through credit policies and procedures that management believes reduce overall credit risk. These policies include a review and evaluation of current and prospective counterparties' financial statements and/or credit ratings, daily monitoring of counterparties' credit limits and exposure, daily communication with traders regarding credit status and the use of credit mitigation measures, such as collateral requirements and netting agreements. Examples of collateral include letters of credit and cash received for either prepayment or margin deposit. Collateral may be requested due to the Company's election not to extend credit or because exposure exceeds defined thresholds. Most of the Company's wholesale marketing contracts contain standard netting provisions. These contracts include those governed by ISDA and the NAESB. The netting provisions refer to payment netting, whereby receivables and payables with the same counterparty are offset and the resulting net amount is paid to the party to which it is due.
17
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Internally-rated exposure applies to counterparties that are not rated by Fitch or Moody's. In these cases, the counterparty's or guarantor's financial statements are reviewed, and similar methodologies and ratios used by credit rating agencies are applied to arrive at a substitute rating. Gross credit exposure is defined as the unrealized fair value of physical and financial derivative commodity contracts, plus any outstanding wholesale receivable for the value of natural gas delivered and/or financial derivative commodity contract that has settled for which payment has not yet been received.
The following is a summary of gross credit exposures grouped by investment and noninvestment grade counterparties, as of December 31, 2025. The amounts presented below have not been reduced by any collateral received or netting and exclude accounts receivable for NJNG retail natural gas sales and services.
| (Thousands) | Gross Credit Exposure | ||||||||||
| Investment grade | $ | 117,608 | |||||||||
| Noninvestment grade | 37,430 | ||||||||||
| Internally rated investment grade | 17,668 | ||||||||||
| Internally rated noninvestment grade | 36,195 | ||||||||||
| Total | $ | 208,901 | |||||||||
Conversely, certain of NJNG's and ES's derivative instruments are linked to agreements containing provisions that would require cash collateral payments from the Company if certain events occur. These provisions vary based upon the terms in individual counterparty agreements and can result in cash payments if NJNG's credit rating were to fall below its current level. Specifically, most, but not all, of these additional payments will be triggered if NJNG's debt is downgraded by the major credit agencies, regardless of investment grade status. In addition, some of these agreements include threshold amounts that would result in additional collateral payments if the values of derivative liabilities were to exceed the maximum values provided for in relevant counterparty agreements. Other provisions include payment features that are not specifically linked to ratings but are based on certain financial metrics.
Collateral amounts associated with any of these conditions are determined based on a sliding scale and are contingent upon the degree to which the Company's credit rating and/or financial metrics deteriorate, and the extent to which liability amounts exceed applicable threshold limits. Derivative instruments with credit-risk-related contingent features that were in a liability position for which collateral is required were immaterial as of December 31, 2025 and September 30, 2025. These amounts differ from the respective net derivative liabilities reflected on the Unaudited Condensed Consolidated Balance Sheets because the agreements also include clauses, commonly known as “Rights of Offset,” that would permit the Company to offset its derivative assets against its derivative liabilities for determining additional collateral to be posted, as previously discussed.
6. FAIR VALUE
Fair Value of Assets and Liabilities
The fair value of cash and cash equivalents, accounts receivable, current loans receivable, accounts payable, commercial paper and borrowings under revolving credit facilities are estimated to equal their carrying amounts due to the short maturity of those instruments. Notes receivable and noncurrent loans receivable are recorded based on what the Company expects to receive, which approximates fair value. Noncurrent loans receivable are in other noncurrent assets on the Unaudited Condensed Consolidated Balance Sheets. The Company regularly evaluates the credit quality and collection profile of its customers to approximate fair value.
The estimated fair value of long-term debt, including current maturities, excluding natural gas meter sale leasebacks, debt issuance costs and solar asset sale leasebacks, is as follows:
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
Carrying value (1) (2) | $ | 2,917,845 | $ | 2,917,845 | ||||
| Fair market value | $ | 2,613,368 | $ | 2,631,512 | ||||
(1)Excludes NJNG's debt issuance costs of approximately $11.1M and $11.3M as of December 31, 2025 and September 30, 2025, respectively.
(2)Excludes NJR's debt issuance costs of approximately $2.7M and $2.9M as of December 31, 2025 and September 30, 2025, respectively.
18
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company enters into sale leaseback transactions for certain commercial solar assets and natural gas meters. These transactions are recorded within long-term debt on the Unaudited Condensed Consolidated Balance Sheets. The carrying value of solar sale leasebacks was approximately $485.9M and $471.5M and the estimated fair value was approximately $496.5M and $481.4M as of December 31, 2025 and September 30, 2025, respectively. The carrying value of the natural gas meter sale leasebacks was approximately $45.9M and $33.5M and the estimated fair value of certain natural gas meter sale leasebacks amounted to approximately $45.1M and $32.5M as of December 31, 2025 and September 30, 2025, respectively.
The Company utilizes a discounted cash flow method to determine the fair value of its debt. Inputs include observable municipal and corporate yields, as appropriate for the maturity of the specific debt instrument and the Company's credit rating. As of December 31, 2025 and September 30, 2025, the Company discloses its debt within Level 2 of the fair value hierarchy.
Fair Value Hierarchy
The Company applies fair value measurement guidance to its financial assets and liabilities, as appropriate, which include financial derivatives and physical commodity contracts qualifying as derivatives, investments in equity securities and other financial assets and liabilities. In addition, authoritative accounting literature prescribes the use of a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on the source of the data used to develop the price inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to inputs that are based on unobservable market data and includes the following:
19
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
| Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||||||||
| (Thousands) | (Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Physical commodity contracts | $ | — | $ | 4,400 | $ | — | $ | 4,400 | ||||||||||||||||||||||||
| Financial commodity contracts | 9,951 | — | — | 9,951 | ||||||||||||||||||||||||||||
| Money market funds | 5 | — | — | 5 | ||||||||||||||||||||||||||||
| Other | 2,858 | — | — | 2,858 | ||||||||||||||||||||||||||||
| $ | 12,814 | $ | 4,400 | $ | — | $ | 17,214 | |||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Physical commodity contracts | $ | — | $ | 11,025 | $ | — | $ | 11,025 | ||||||||||||||||||||||||
| Financial commodity contracts | 3,843 | — | — | 3,843 | ||||||||||||||||||||||||||||
| $ | 3,843 | $ | 11,025 | $ | — | $ | 14,868 | |||||||||||||||||||||||||
| As of September 30, 2025 | ||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||
| Physical commodity contracts | $ | — | $ | 5,051 | $ | — | $ | 5,051 | ||||||||||||||||||||||||
| Financial commodity contracts | 9,782 | — | — | 9,782 | ||||||||||||||||||||||||||||
| Money market funds | 5 | — | — | 5 | ||||||||||||||||||||||||||||
| Other | 2,589 | — | — | 2,589 | ||||||||||||||||||||||||||||
| Total assets at fair value | $ | 12,376 | $ | 5,051 | $ | — | $ | 17,427 | ||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||
| Physical commodity contracts | $ | — | $ | 9,811 | $ | — | $ | 9,811 | ||||||||||||||||||||||||
| Financial commodity contracts | 2,092 | — | — | 2,092 | ||||||||||||||||||||||||||||
| Total liabilities at fair value | $ | 2,092 | $ | 9,811 | $ | — | $ | 11,903 | ||||||||||||||||||||||||
7. INVESTMENTS IN EQUITY INVESTEES
The Company holds a 50% equity method investment in Steckman Ridge, a jointly owned and controlled natural gas storage facility located in Bedford County, Pennsylvania. The Company's investment in Steckman Ridge was approximately $101.6M and $101.2M as of December 31, 2025 and September 30, 2025, respectively, which includes loans with a total outstanding principal balance of approximately $70.4M for both periods. These loans accrue interest at a variable rate that resets quarterly and are due October 1, 2027.
NJNG and ES have entered into storage and park and loan agreements with Steckman Ridge. See Note 15. Related Party Transactions for more information on these intercompany transactions.
8. EARNINGS PER SHARE
The following table presents the calculation of the Company's basic and diluted earnings per share for:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands, except per share amounts) | 2025 | 2024 | ||||||
| Net income, as reported | $ | 122,490 | $ | 131,319 | ||||
| Basic earnings per share | ||||||||
| Weighted average shares of common stock outstanding-basic | 100,701 | 99,855 | ||||||
| Basic earnings per common share | $1.22 | $1.32 | ||||||
| Diluted earnings per common share | ||||||||
| Weighted average shares of common stock outstanding-basic | 100,701 | 99,855 | ||||||
Incremental shares (1) | 528 | 623 | ||||||
| Weighted average shares of common stock outstanding-diluted | 101,229 | 100,478 | ||||||
| Diluted earnings per common share | $1.21 | $1.31 | ||||||
(1)Incremental shares consist primarily of unvested stock awards and performance units, which are calculated using the treasury stock method.
20
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. DEBT
NJR and NJNG finance working capital requirements and capital expenditures through various short-term debt and long-term financing arrangements, including a commercial paper program and committed unsecured credit facilities.
Credit Facilities and Short-term Debt
A summary of NJR's credit facility and NJNG's commercial paper program and credit facility is as follows:
| At end of period | ||||||||||||||||||||||||||||||||
| (Thousands) | As of date | Total borrowing capacity | Loans outstanding | Weighted average interest rate | Remaining borrowing capacity | Expiration dates | ||||||||||||||||||||||||||
NJR bank revolving credit facility (1) | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 575,000 | $ | 228,700 | 4.99 | % | $ | 324,776 | (2) | August 2029 | ||||||||||||||||||||||
| September 30, 2025 | $ | 575,000 | $ | 152,600 | 5.38 | % | $ | 401,018 | (2) | August 2029 | ||||||||||||||||||||||
NJNG bank revolving credit facility (3) | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 250,000 | $ | 140,300 | 3.93 | % | $ | 108,969 | (4) | August 2029 | ||||||||||||||||||||||
| September 30, 2025 | $ | 250,000 | $ | 43,000 | 4.30 | % | $ | 206,269 | (4) | August 2029 | ||||||||||||||||||||||
(1)Committed credit facility, which requires commitment fees of 0.10% on the unused amount.
(2)Letters of credit outstanding total approximately $21.5M and $21.4M as of December 31, 2025 and September 30, 2025, respectively, which reduces the amount available by the same amount.
(3)Committed credit facility, which requires commitment fees of 0.075% on the unused amount.
(4)Letters of credit outstanding total approximately $0.7M as of both December 31, 2025 and September 30, 2025, which reduces the amount available by the same amount.
Amounts available under credit facilities are reduced by bank or commercial paper borrowings, as applicable, and any outstanding letters of credit. Neither NJNG nor the results of its operations are obligated or pledged to support the NJR Credit Facility.
Long-term Debt
NJNG
NJNG received approximately $15.0M and $11.7M during the three months ended December 31, 2025 and 2024, respectively, in connection with the sale leaseback of its natural gas meters. NJNG records the sale leaseback as a financing obligation for accounting purposes that is paid over the term of the arrangement and has the option to purchase the meters back at fair value upon expiration of the lease.
Clean Energy Ventures
CEV received proceeds of approximately $23.2M and $12.6M during the three months ended December 31, 2025 and 2024, respectively, in connection with the sale leaseback of commercial solar assets. CEV records the sale leaseback as a financing obligation for accounting purposes and continues to operate the solar assets, including related expenses, retains the revenue generated from RECs and energy sales, and has the option to repurchase the assets sold or renew the lease at the end of the lease term.
10. EMPLOYEE BENEFIT PLANS
Pension and Other Postemployment Benefit Plans
In January 2024, the Company announced changes to its postretirement medical benefits plan that replaced the existing retiree medical coverage for certain eligible employees and their dependents with an employer funded Health Reimbursement Arrangement beginning on January 1, 2025. The liability associated with postretirement medical benefits was remeasured as of January 1, 2024. The change in post-retirement medical benefits is being amortized into earnings over approximately eight years, the average remaining service to retirement for all plan participants.
21
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The components of the net periodic cost for pension benefits, including the Company's Pension Equalization Plan, and OPEB costs (principally health care and life insurance) for employees and covered dependents were as follows:
| Pension | OPEB | |||||||||||||
| Three Months Ended | Three Months Ended | |||||||||||||
| December 31, | December 31, | |||||||||||||
| (Thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Service cost | $ | 1,245 | $ | 1,381 | $ | 272 | $ | 273 | ||||||
| Interest cost | 3,964 | 3,858 | 2,698 | 2,097 | ||||||||||
| Expected return on plan assets | (6,137) | (5,925) | (2,259) | (2,346) | ||||||||||
| Recognized actuarial loss | 38 | 301 | 2,796 | 1,793 | ||||||||||
| Prior service cost (credit) amortization | — | — | (3,270) | (3,270) | ||||||||||
| Net periodic benefit (credit) cost | $ | (890) | $ | (385) | $ | 237 | $ | (1,453) | ||||||
The Company does not expect to make additional contributions to fund the pension plans during fiscal 2026 based on current actuarial assumptions; however, funding requirements are uncertain and can depend significantly on changes in actuarial assumptions, returns on plan assets and changes in the demographics of eligible employees and covered dependents. In addition, as in the past, the Company may elect to make contributions in excess of the minimum required amount to the plans. There were no discretionary contributions made during the three months ended December 31, 2025 and 2024.
11. INCOME TAXES
ASC Topic 740, Income Taxes requires the use of an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating its estimated annual effective tax rate, the Company considers forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and management's estimates will occur as information and assumptions change.
Changes in tax laws or tax rates are recognized in the financial reporting period that includes the enactment date, the date on which the act is signed into law. Similarly, the tax effect of unusual or infrequent events and transactions are recognized in the financial reporting period in which they occur. These items are excluded from the calculation of the estimated annual effective tax rate and are reported discretely in each interim reporting period.
NJR evaluates its tax positions to determine the appropriate accounting and recognition of potential future obligations associated with uncertain tax positions. A tax benefit claimed, or expected to be claimed, on a tax return may be recognized only if it is more likely than not that the tax position will be upheld upon examination by the applicable taxing authority and is measured based on the largest tax benefit that is more than 50% likely to be realized. Interest and penalties related to unrecognized tax benefits, if any, are recognized within income tax expense, and accrued interest and penalties are recognized within other noncurrent liabilities on the Unaudited Condensed Consolidated Balance Sheets.
Effective Tax Rate
The estimated annual effective tax rates were 22.5% and 23.2%, for the three months ended December 31, 2025 and 2024, respectively.
To the extent there are discrete tax items that are not included in the estimated annual effective tax rate, the actual reported effective tax rate may differ from the estimated annual effective tax rate. Discrete tax items primarily relate to the vesting of share-based awards during the three months ended December 31, 2025, and income tax effects associated with the sale of the Company’s residential solar energy projects and host customer contracts during the three months ended December 31, 2024. NJR’s effective tax rate was 21.8% and 22.2% during the three months ended December 31, 2025 and 2024, respectively.
Other Tax Items
As of December 31, 2025 and September 30, 2025, the Company has tax credit carryforwards of approximately $128.6M and $149.7M, respectively, which each have a life of 20 years. The Company expects to utilize this entire carryforward prior to expiration, which would begin in fiscal 2036.
22
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2025 and September 30, 2025, the Company has state income tax net operating losses of approximately $353.1M and $476.1M, respectively. These state net operating losses have varying carry-forward periods dictated by the state in which they were incurred; these state carry-forward periods range from to 20 years, with the majority expiring after 2037. The Company expects to utilize this entire carryforward prior to expiration, except for state income tax attributes for which the Company has a valuation allowance of approximately $0.4M as of both December 31, 2025 and September 30, 2025, for which the Company could not conclude were realizable on a more-likely-than-not basis.
In July 2025, the President of the U.S. signed OBBBA into law, which includes a broad range of tax reform provisions, including extending and modifying certain key provisions of the federal Tax Cuts and Jobs Act of 2017, as enacted on December 22, 2017, and expanding certain incentives under the federal Inflation Reduction Act. OBBBA also modified tax legislation affecting clean energy tax credits and accelerated the phase-out of ITCs. The Company evaluated the provisions of OBBBA and concluded it did not have a material impact on its Unaudited Condensed Consolidated Financial Statements.
12. LEASES
Lessee Accounting
The Company determines if an arrangement is a lease at inception based on whether the Company has the right to control the use of an identified asset, the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. After the criteria are satisfied, the Company accounts for these arrangements as leases in accordance with ASC 842, Leases. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, including payments at commencement that depend on an index or rate. Most leases in which the Company is the lessee do not have a readily determinable implicit rate, so an incremental borrowing rate, based on the information available at the lease commencement date, is utilized to determine the present value of lease payments. When a secured borrowing rate is not readily available, unsecured borrowing rates are adjusted for the effects of collateral to determine the incremental borrowing rate. The Company uses the implicit rate for agreements in which it is a lessor. The Company has not entered into any material agreements in which it is a lessor. Lease expense and lease income are recognized on a straight-line basis over the lease term for operating leases.
The Company’s lease agreements primarily consist of commercial solar land leases, storage and capacity leases, equipment and real property, including land and office facilities, office equipment and the sale leaseback of certain natural gas meters.
Certain leases contain escalation provisions for inflation metrics. The storage leases contain a variable payment component that relates to the change in the inflation metrics that are not known past the current payment period. The variable components of these lease payments are excluded from the lease payments that are used to determine the related right-of-use lease asset and liability. The variable portion of these leases are recognized as leasing expenses when they are incurred. The capacity lease payments are fully variable and based on the amount of natural gas stored in the storage caverns.
Generally, the Company’s solar land lease terms are between 20 and 50 years and may include multiple options to extend the terms for an additional to 20 years. The Company’s office leases vary in duration, ranging from to 11 years and may or may not include extension or early purchase options. The Company’s meter lease terms are between and 10 years with purchase options available prior to the end of the term. Equipment leases, including general office equipment, also vary in duration, with an average term of ten years. The Company's storage and capacity leases have assumed terms of 50 years to coincide with the expected useful lives of the cavern assets with which the leases are associated. The Company's lease terms may include options to extend, purchase the leased asset or terminate a lease and they are included in the lease liability calculation when it is reasonably certain that those options will be exercised. The Company has elected an accounting policy, which applies to all asset classes, that exempts leases with an original term of one year or less from the recognition requirements of ASC 842, Leases.
23
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company has lease agreements with lease and non-lease components and has elected the practical expedient not to separate lease components from the associated non-lease components for certain classes of leases, such as office buildings, solar land leases and office equipment. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or material covenants. In July 2021, NJNG entered into 16-year lease agreements, as Lessor, with various NJR subsidiaries, as Lessees, for office space at the Company’s headquarters in Wall, New Jersey, the effects of which are eliminated in consolidation.
The following table presents the Company's lease costs included in the Unaudited Condensed Consolidated Statements of Operations:
| Three Months Ended | |||||||||||
| December 31, | |||||||||||
| (Thousands) | Income Statement Location | 2025 | 2024 | ||||||||
Operating lease cost (1) | Operation and maintenance | $ | 2,854 | $ | 2,709 | ||||||
| Finance lease cost | |||||||||||
| Amortization of right-of-use assets | Depreciation and amortization | 382 | 540 | ||||||||
| Interest on lease liabilities | Interest expense, net of capitalized interest | 127 | 188 | ||||||||
| Total finance lease cost | 509 | 728 | |||||||||
| Variable lease cost | Operation and maintenance | 312 | 230 | ||||||||
| Total lease cost | $ | 3,675 | $ | 3,667 | |||||||
(1)Net of capitalized costs.
The following table presents supplemental cash flow information related to leases:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating cash flows for operating leases | $ | 2,394 | $ | 2,364 | ||||
| Operating cash flows for finance leases | $ | 127 | $ | 188 | ||||
| Financing cash flows for finance leases | $ | 1,962 | $ | 3,596 | ||||
Operating lease assets obtained in exchange for new or modified operating lease liabilities totaled approximately $4.6M during the three months ended December 31, 2025. There were no operating lease assets obtained in exchange for new or modified operating lease liabilities during the three months ended December 31, 2024. There were no finance lease assets obtained in exchange for new or modified finance lease liabilities during the three months ended December 31, 2025 and 2024.
The following table presents the balance and classifications of the Company's right of use assets and lease liabilities included in the Unaudited Condensed Consolidated Balance Sheets:
| (Thousands) | Balance Sheet Location | December 31, 2025 | September 30, 2025 | ||||||||
| Noncurrent Assets | |||||||||||
| Operating lease assets | Operating lease assets | $ | 188,889 | $ | 185,596 | ||||||
| Utility plant | 24,020 | 24,402 | |||||||||
| Total lease assets | $ | 212,909 | $ | 209,998 | |||||||
| Current Liabilities | |||||||||||
| Operating lease liabilities | Operating lease liabilities | $ | 4,694 | $ | 4,388 | ||||||
| Current maturities of long-term debt | 4,861 | 5,568 | |||||||||
| Noncurrent Liabilities | |||||||||||
| Operating lease liabilities | Operating lease liabilities | 162,984 | 159,131 | ||||||||
| Long-term debt | 9,110 | 10,366 | |||||||||
| Total lease liabilities | $ | 181,649 | $ | 179,453 | |||||||
For operating lease assets and liabilities, the weighted average remaining lease term was 28.3 years and 28.4 years and the weighted average discount rate used in the valuation over the remaining lease term was 4.1% and 4.0% as of December 31, 2025 and September 30, 2025, respectively. For finance lease assets and liabilities, the weighted average remaining lease term was 2.3 years and 2.4 years as of December 31, 2025 and September 30, 2025, respectively, and the weighted average discount rate used in the valuation over the remaining lease term was 3.4% as of both December 31, 2025 and September 30, 2025.
24
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. COMMITMENTS AND CONTINGENT LIABILITIES
Cash Commitments
NJNG has entered into long-term contracts, expiring at various dates through July 2039, for the supply, transportation and storage of natural gas. These contracts include annual fixed charges of approximately $190.7M at current contract rates and volumes for the remainder of the fiscal year, which are recoverable through BGSS.
For the purpose of securing storage and pipeline capacity, ES enters into storage and pipeline capacity contracts, which require the payment of certain demand charges by ES to maintain the ability to access such natural gas storage or pipeline capacity, during a fixed time period, which generally ranges from to 10 years. Demand charges are established by interstate storage and pipeline operators and are regulated by FERC. These demand charges represent commitments to pay storage providers or pipeline companies for the right to store and/or transport natural gas utilizing their respective assets.
Commitments as of December 31, 2025, for natural gas purchases and future demand fees for the next five fiscal year periods are as follows:
| (Thousands) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||
| ES: | ||||||||||||||||||||
| Natural gas purchases | $ | 72,429 | $ | 4,097 | $ | — | $ | — | $ | — | $ | — | ||||||||
| Storage demand fees | 10,351 | 9,152 | 6,382 | 4,375 | 4,375 | 5,788 | ||||||||||||||
| Pipeline demand fees | 21,676 | 50,638 | 27,640 | 11,942 | 10,481 | 38,192 | ||||||||||||||
| Sub-total ES | $ | 104,456 | $ | 63,887 | $ | 34,022 | $ | 16,317 | $ | 14,856 | $ | 43,980 | ||||||||
| NJNG: | ||||||||||||||||||||
| Natural gas purchases | $ | 16,591 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Storage demand fees | 32,589 | 35,494 | 16,288 | 5,982 | 2,457 | — | ||||||||||||||
| Pipeline demand fees | 158,134 | 204,182 | 130,791 | 115,558 | 112,524 | 746,474 | ||||||||||||||
| Sub-total NJNG | $ | 207,314 | $ | 239,676 | $ | 147,079 | $ | 121,540 | $ | 114,981 | $ | 746,474 | ||||||||
| Total | $ | 311,770 | $ | 303,563 | $ | 181,101 | $ | 137,857 | $ | 129,837 | $ | 790,454 | ||||||||
Certain pipeline demand fees totaling approximately $4.0M per year, for which ES is the responsible party, are being paid for by the counterparty to a capacity release transaction, which began in November 2021, for a period of 10 years.
Guarantees
As of December 31, 2025, there were NJR guarantees covering approximately $140.8M of ES’s natural gas purchases and demand fee commitments not yet reflected in accounts payable on the Unaudited Condensed Consolidated Balance Sheets.
Legal Proceedings
Manufactured Gas Plant Remediation
NJNG is responsible for the remedial cleanup of certain former MGP sites, dating back to gas operations in the late 1800s and early 1900s, which contain contaminated residues from former gas manufacturing operations. NJNG is currently involved in administrative proceedings with the NJDEP and is participating in various studies and investigations by outside consultants, to determine the nature and extent of any such contaminated residues and to develop appropriate programs of remedial action, where warranted, under NJDEP regulations.
NJNG periodically, and at least annually, performs an environmental review of former MGP sites located in Atlantic Highlands, Berkeley, Long Branch, Manchester, Toms River, Freehold and Aberdeen, New Jersey, including a review of potential liability for investigation and remedial action. NJNG estimated at the time of the most recent review that total future expenditures at the former MGP sites for which it is responsible, including potential liabilities for natural resource damages that might be brought by the NJDEP for alleged injury to groundwater or other natural resources concerning these sites, will range from approximately $144.3M to $200.2M. NJNG’s estimate of these liabilities is based upon known facts, existing technology and enacted laws and regulations in place when the review was completed. Where it is probable that costs will be incurred, and
25
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the information is sufficient to establish a range of possible liability, NJNG accrues the most likely amount in the range. If no point within the range is more likely than the other, it is NJNG’s policy to accrue the lower end of the range. Accordingly, as of December 31, 2025, NJNG recorded a MGP remediation liability and a corresponding regulatory asset of approximately $167.5M on the Unaudited Condensed Consolidated Balance Sheets based on the most likely amount. The actual costs to be incurred by NJNG are dependent upon several factors, including final determination of remedial action, changing technologies and governmental regulations, the ultimate ability of other responsible parties to pay and insurance recoveries, if any.
NJNG recovers its remediation expenditures, including carrying costs, over rolling seven-year periods pursuant to a RAC approved by the BPU. As of December 31, 2025, approximately $69.9M of previously incurred remediation costs, net of recoveries from customers and insurance proceeds, are included in regulatory assets on the Unaudited Condensed Consolidated Balance Sheets. NJNG will continue to seek recovery of MGP-related costs through the RAC. If any future regulatory position indicates that the recovery of such costs is not probable, the related non-recoverable costs would be charged to income in the period of such determination.
General
The Company is involved, and from time to time in the future may be involved, in a number of pending and threatened judicial, regulatory and arbitration proceedings relating to matters that arise in the ordinary course of business. In view of the inherent difficulty of predicting the outcome of litigation matters, particularly when such matters are in their early stages or where the claimants seek indeterminate damages, the Company cannot state with confidence what the eventual outcome of the pending litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter will be, if any. In accordance with applicable accounting guidance, the Company establishes accruals for litigation for those matters that present loss contingencies as to which it is both probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company also discloses contingent matters for which there is a reasonable possibility of a loss. Based upon currently available information, the Company believes that the results of litigation that are currently pending, taken together, will not have a materially adverse effect on the Company’s financial condition, results of operations or cash flows. The actual results of resolving the pending litigation matters may be substantially different than the amounts accrued.
The foregoing statements about the Company’s litigation are based upon the Company’s judgments, assumptions and estimates and are necessarily subjective and uncertain. The Company has a number of threatened and pending litigation matters at various stages.
14. REPORTABLE SEGMENT DATA
The Company has four reportable segments which are determined based upon a combination of factors, including the nature of business activities, product and service offerings and the regulatory environment in which the businesses operate. NJNG consists of regulated utility operations that provide energy and off-system, capacity and storage management operations primarily to residential and commercial customers; CEV consists of capital investments in clean energy projects, primarily in commercial solar installations; ES consists of unregulated wholesale and retail energy operations and asset management services; S&T consists of the Company’s investments in natural gas transportation and storage facilities.
The accounting policies of the Company, as described in Note 2. Summary of Significant Accounting Policies, are the same as those of the reportable segments. Intercompany transactions are eliminated in consolidation.
The CODM, the Chief Executive Officer of the Company, uses net income and NFE, as well as various other financial and operational metrics as measures of profitability. Net income is the measure of segment profit or loss that most closely aligns with GAAP. Performance is evaluated based upon profitability and budget and/or forecast-to-actual variances when making decisions about the allocation of resources and capital to segment operations.
26
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Information related to the Company's various reportable segments during the three months ended December 31, 2025 and 2024, is detailed below:
| (Thousands) | NJNG | CEV | ES | S&T | Total | ||||||||||||
| 2025 | |||||||||||||||||
| Operating revenues attributable to reportable segments | $ | 409,901 | $ | 31,760 | $ | 119,107 | $ | 28,080 | $ | 588,848 | |||||||
| Intercompany revenue | 237 | — | — | — | 237 | ||||||||||||
| Reconciliation to consolidated revenue | |||||||||||||||||
Corporate and other (1) | 15,769 | ||||||||||||||||
| Total operating revenues | $ | 604,854 | |||||||||||||||
| Natural gas purchases | 170,724 | — | 85,774 | 374 | 256,872 | ||||||||||||
| Operation and maintenance | 48,988 | 9,340 | 3,185 | 10,466 | 71,979 | ||||||||||||
| Regulatory rider expenses | 33,154 | — | — | — | 33,154 | ||||||||||||
| Depreciation and amortization | 36,960 | 7,032 | 41 | 5,265 | 49,298 | ||||||||||||
Interest income (2) | 725 | 31 | 39 | 2,109 | 2,904 | ||||||||||||
Other segment income (expense) (3) | 5,323 | 5,275 | 170 | (122) | 10,646 | ||||||||||||
| Interest expense, net of capitalized interest | 19,299 | 8,366 | 3,418 | 5,566 | 36,649 | ||||||||||||
| Income tax provision | 23,232 | 2,738 | 6,301 | 2,273 | 34,544 | ||||||||||||
| Equity in earnings of affiliates | — | — | — | 1,240 | 1,240 | ||||||||||||
| Net income attributable to reportable segments | $ | 83,829 | $ | 9,590 | $ | 20,597 | $ | 7,363 | $ | 121,379 | |||||||
| Reconciliation to consolidated net income | |||||||||||||||||
Corporate and other (1) | 1,111 | ||||||||||||||||
| Total net income | $ | 122,490 | |||||||||||||||
| 2024 | |||||||||||||||||
| Operating revenues attributable to reportable segments | $ | 333,428 | $ | 26,406 | $ | 86,308 | $ | 26,586 | $ | 472,728 | |||||||
| Intercompany revenue | 337 | — | — | 42 | 379 | ||||||||||||
| Reconciliation to consolidated revenue | |||||||||||||||||
Corporate and other (1) | 15,254 | ||||||||||||||||
| Total operating revenues | $ | 488,361 | |||||||||||||||
| Natural gas purchases | 130,005 | — | 67,868 | 280 | 198,153 | ||||||||||||
| Operation and maintenance | 52,094 | 10,566 | 1,865 | 10,083 | 74,608 | ||||||||||||
| Regulatory rider expenses | 22,476 | — | — | — | 22,476 | ||||||||||||
| Depreciation and amortization | 32,084 | 6,425 | 47 | 6,496 | 45,052 | ||||||||||||
| Gain on sale of assets | — | (54,859) | — | — | (54,859) | ||||||||||||
Interest income (2) | 637 | — | 34 | 2,456 | 3,127 | ||||||||||||
Other segment income (expense) (3) | 4,880 | 4,371 | 350 | (64) | 9,537 | ||||||||||||
| Interest expense, net of capitalized interest | 17,454 | 6,374 | 3,885 | 5,969 | 33,682 | ||||||||||||
| Income tax provision | 18,261 | 14,141 | 2,769 | 1,489 | 36,660 | ||||||||||||
| Equity in earnings of affiliates | — | — | — | 961 | 961 | ||||||||||||
| Net income attributable to reportable segments | $ | 66,908 | 48,130 | 10,258 | 5,664 | $ | 130,960 | ||||||||||
| Reconciliation to consolidated net income | |||||||||||||||||
Corporate and other (1) | 359 | ||||||||||||||||
| Total net income | $ | 131,319 | |||||||||||||||
(1)Corporate and other includes HSO and intercompany eliminations.
(2)Interest income is included in other income, net on the Unaudited Condensed Consolidated Statements of Operations.
(3)Includes other income, net less interest income on the Unaudited Condensed Consolidated Statements of Operations.
27
New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company's capital expenditures for the various reportable segments are detailed below:
| (Thousands) | NJNG | CEV | ES | S&T | Total | ||||||||||||
| Capital expenditures during the three months ended: | |||||||||||||||||
| December 31, 2025 | $ | 106,918 | 59,701 | — | 12,445 | $ | 179,064 | ||||||||||
| December 31, 2024 | $ | 109,904 | 33,476 | — | 8,201 | $ | 151,581 | ||||||||||
The Company's assets for the various reportable segments are detailed below:
| (Thousands) | NJNG | CEV | ES | S&T | Total | ||||||||||||
Segment assets as of December 31, 2025 | $ | 5,428,674 | 1,324,384 | 152,555 | 1,044,817 | $ | 7,950,430 | ||||||||||
Corporate and other (1) | $ | (44,219) | |||||||||||||||
| Total assets | $ | 7,906,211 | |||||||||||||||
Segment assets as of September 30, 2025 | $ | 5,198,116 | 1,308,969 | 98,429 | 1,033,439 | $ | 7,638,953 | ||||||||||
Corporate and other (1) | $ | (60,178) | |||||||||||||||
| Total assets | $ | 7,578,775 | |||||||||||||||
(1)Corporate and other includes HSO and intercompany eliminations.
15. RELATED PARTY TRANSACTIONS
In April 2020, NJNG entered into a five-year agreement for 3 Bcf of firm storage capacity with Steckman Ridge, which expired in March 2025. In March 2025, NJNG entered into a two-year agreement for 3 Bcf of firm storage capacity with Steckman Ridge, which expires on March 31, 2027. Under the terms of the new agreement, NJNG incurs demand fees, at market rates, of approximately $6.5M annually, a portion of which is eliminated in consolidation. These fees are recoverable through NJNG’s BGSS mechanism and are included as a component of regulatory assets.
ES may periodically enter into storage or park and loan agreements with Steckman Ridge. As of December 31, 2025, ES entered into transactions with Steckman Ridge for varying terms, all of which expire by March 31, 2027.
Demand fees, net of eliminations, associated with Steckman Ridge were as follows:
The following table summarizes demand fees payable to Steckman Ridge as of:
| (Thousands) | December 31, 2025 | September 30, 2025 | ||||||
| NJNG | $ | 540 | $ | 540 | ||||
| ES | 100 | 101 | ||||||
| Total | $ | 640 | $ | 641 | ||||
NJNG entered into two transportation agreements with Adelphia, each for committed capacity of 130,000 Dths per day. The first is for five years in Zone South with an expiration date of August 8, 2027, and the second is for 15 years in Zone North with an expiration date of October 31, 2038.
NJNG and CEV entered into a 15-year sublease and PPA related to an onsite solar array and the related energy output at the Company’s headquarters in Wall, New Jersey, with an expiration date of March 1, 2036, the effects of which are immaterial to the Unaudited Condensed Consolidated Financial Statements.
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New Jersey Resources Corporation
Part I
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NJNG entered into 16-year lease agreements, as Lessor, with various NJR subsidiaries, as Lessees, for office space at the Company’s headquarters in Wall, New Jersey, each with an expiration date of July 1, 2037, the effects of which are eliminated in consolidation.
NJNG and CEV entered into a 20-year sublease and PPA related to an onsite solar array and the related energy output at the Company’s liquefied natural gas plant in Howell, New Jersey, with an expiration date of June 1, 2042, the effects of which are immaterial to the Unaudited Condensed Consolidated Financial Statements.
The intercompany profits for certain transactions between NJNG and ES and NJNG and Adelphia are not eliminated in accordance with ASC 980, Regulated Operations.
16. DISPOSITIONS
In November 2024, CEV completed the sale of its residential solar portfolio to a third party, which primarily included residential solar energy projects and host customer contracts, for a purchase price of $132.5M. The transaction also included a post-closing working capital adjustment and was subject to a transition services agreement.
CEV had certain residential solar energy projects under contract and in various stages of development that were transferred to the buyer once the assets became operational. The transfer of these projects commenced in January 2025 and continued throughout fiscal 2025. As of September 30, 2025, CEV received approximately $4.7M related to the transfer of these assets. There were no projects transferred during the three months ended December 31, 2025.
During the three months ended December 31, 2024, the Company recognized a pre-tax gain on sale of assets of approximately $54.9M on the Unaudited Condensed Consolidated Statements of Operations. There was no activity during the three months ended December 31, 2025.
Also, in connection with the sale, CEV entered into an agreement with the buyer to leaseback certain residential solar energy projects that have not yet passed the fifth anniversary of their placed-in-service dates. The assets are subject to leaseback until the fifth anniversary of the applicable placed-in-service date of the project. The impact of these transactions is considered immaterial to the Company’s Unaudited Condensed Consolidated Financial Statements.
29
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Critical Accounting Estimates
A summary of our critical accounting policies is included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the period ended September 30, 2025. Our critical accounting policies have not changed from those reported in the 2025 Annual Report on Form 10-K.
Recently Issued Accounting Standards
Refer to Note 2. Summary of Significant Accounting Policies for discussion of recently issued accounting standards.
Management's Overview
Consolidated
NJR is a diversified energy services holding company providing retail natural gas service in New Jersey and wholesale natural gas and related energy services to customers in the U.S. In addition, we invest in clean energy projects, storage and transportation assets and provide various repair, sales and installation services. A more detailed description of our organizational structure can be found in Item 1. Business of our 2025 Annual Report on Form 10-K.
Reportable Segments
We have four primary reportable segments as presented in the chart below:
In addition to our four reportable segments above, we have nonutility operations that either provide corporate support services or do not meet the criteria to be treated as a separate reportable segment. These operations, which comprise HSO, include: appliance repair services, sales and installations at NJRHS and commercial real estate holdings at Commercial Realty & Resources Corp.
30
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Results
Net income by reportable segment and other business operations, which are discussed in more detail within the operating results sections of each reportable segment and other business operations, are as follows:
| Three Months Ended | |||||||||||||||||
| December 31, | |||||||||||||||||
| (Thousands) | 2025 | 2024 | |||||||||||||||
| Net income | |||||||||||||||||
| NJNG | $ | 83,829 | 68 | % | $ | 66,908 | 51 | % | |||||||||
| CEV | 9,590 | 8 | 48,130 | 37 | |||||||||||||
| ES | 20,597 | 17 | 10,258 | 8 | |||||||||||||
| S&T | 7,363 | 6 | 5,664 | 4 | |||||||||||||
| HSO | 479 | — | 615 | — | |||||||||||||
Eliminations (1) | 632 | 1 | (256) | — | |||||||||||||
| Total | $ | 122,490 | 100 | % | $ | 131,319 | 100 | % | |||||||||
(1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Consolidated net income decreased approximately $8.8M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the following factors: | ||
•$38.5M decrease at CEV due to the gain on sale of the residential solar portfolio in the prior period; partially offset by | ||
•$16.9M increase at NJNG due to an increase in base rates; and | ||
•$10.3M increase at ES related to market volatility due to the colder weather. | ||
The primary drivers of the changes noted above are described in more detail in the individual reportable segment and other business operations discussions.
Assets by reportable segment and operations are as follows:
| (Thousands) | December 31, 2025 | September 30, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| NJNG | $ | 5,428,674 | 69 | % | $ | 5,198,116 | 69 | % | |||||||||
| CEV | 1,324,384 | 17 | 1,308,969 | 17 | |||||||||||||
| ES | 152,555 | 2 | 98,429 | — | |||||||||||||
| S&T | 1,044,817 | 13 | 1,033,439 | 14 | |||||||||||||
| HSO | 189,276 | 2 | 196,198 | 3 | |||||||||||||
Intercompany assets (1) | (233,495) | (3) | (256,376) | (3) | |||||||||||||
| Total | $ | 7,906,211 | 100 | % | $ | 7,578,775 | 100 | % | |||||||||
(1)Consists of transactions between subsidiaries that are eliminated in consolidation.
Consolidated assets increased approximately $327.4M as of December 31, 2025, compared with September 30, 2025, due primarily to the following factors: | ||
•$278.5M increase in customer receivables at NJNG and ES due to seasonality; | ||
•$72.2M increase in utility plant expenditures, net at NJNG; and | ||
•$69.9M increase in nonutility plant and equipment, net at CEV due primarily to additional capital expenditures for commercial solar projects; partially offset by | ||
•$34.0M decrease in prepaid taxes at NJNG and HSO; and | ||
•$24.7M decrease in gas in storage at NJNG. | ||
Non-GAAP Financial Measures
Our management uses net income and NFE, a non-GAAP financial measure, when evaluating our operating results. ES economically hedges its natural gas inventory with financial derivative instruments. NFE is a measure of the earnings based on eliminating timing differences surrounding the recognition of certain gains or losses, to effectively match the earnings effects of the economic hedges with the physical sale of natural gas and, therefore, eliminates the impact of volatility to GAAP earnings associated with the derivative instruments. To the extent we utilize forwards, futures, or other derivatives to hedge forecasted SREC production, unrealized gains and losses are also eliminated from NFE. Included in the tax effects are current and deferred income tax expense corresponding with the components of NFE.
31
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
GAAP requires us, during the interim periods, to estimate our annual effective tax rate and use this rate to calculate the year-to-date tax provision. We also determine an annual estimated effective tax rate for NFE purposes and calculate a quarterly tax adjustment based on the differences between our forecasted net income and our forecasted NFE for the fiscal year. Since the annual estimated effective tax rate is based on certain forecasted assumptions, the rate and resulting NFE are subject to change. No adjustment is needed during the fourth quarter, since the actual effective tax rate is calculated at year end.
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for or a replacement of, the comparable GAAP measure and should be read in conjunction with those GAAP results. Below is a reconciliation of consolidated net income, the most directly comparable GAAP measure, to NFE:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands, except per share data) | 2025 | 2024 | ||||||
| Net income | $ | 122,490 | $ | 131,319 | ||||
| Add: | ||||||||
| Unrealized loss on derivative instruments and related transactions | 2,996 | 6,368 | ||||||
| Tax effect | (712) | (1,513) | ||||||
Effects of economic hedging related to natural gas inventory (1) | (8,567) | (9,527) | ||||||
| Tax effect | 2,036 | 2,264 | ||||||
| NFE tax adjustment | (70) | (17) | ||||||
| Net financial earnings | $ | 118,173 | $ | 128,894 | ||||
| Basic earnings per share | $ | 1.22 | $ | 1.32 | ||||
| Add: | ||||||||
| Unrealized loss on derivative instruments and related transactions | 0.03 | 0.06 | ||||||
| Tax effect | (0.01) | (0.01) | ||||||
Effects of economic hedging related to natural gas inventory (1) | (0.09) | (0.10) | ||||||
| Tax effect | 0.02 | 0.02 | ||||||
| Basic net financial earnings per share | $ | 1.17 | $ | 1.29 | ||||
(1)Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
NFE by reportable segment and other business operations, which are discussed in more detail within the operating results sections of each reportable segment and other business operations, is summarized as follows:
| Three Months Ended | |||||||||||||||||
| December 31, | |||||||||||||||||
| (Thousands) | 2025 | 2024 | |||||||||||||||
| Net financial earnings | |||||||||||||||||
| NJNG | $ | 83,829 | 71 | % | $ | 66,908 | 52 | % | |||||||||
| CEV | 9,590 | 8 | 48,130 | 37 | |||||||||||||
| ES | 16,280 | 14 | 7,833 | 7 | |||||||||||||
| S&T | 7,363 | 6 | 5,664 | 4 | |||||||||||||
| HSO | 479 | — | 615 | — | |||||||||||||
Eliminations (1) | 632 | 1 | (256) | — | |||||||||||||
| Total | $ | 118,173 | 100 | % | $ | 128,894 | 100 | % | |||||||||
(1) Consists of transactions between subsidiaries that are eliminated in consolidation.
Consolidated NFE decreased approximately $10.7M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the following factors: | ||
•$38.5M decrease at CEV, as previously discussed; partially offset by | ||
•$16.9M increase at NJNG, as previously discussed; and | ||
•$8.4M increase at ES, as previously discussed. | ||
32
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Natural Gas Distribution
Overview
Natural Gas Distribution is comprised of NJNG, a natural gas utility that provides regulated natural gas service to residential and commercial customers throughout Burlington, Middlesex, Monmouth, Morris, Ocean, and Sussex counties in New Jersey and also participates in the off-system sales and capacity release markets. The business is subject to various risks, which may include but are not limited to impacts to customer growth and customer usage, customer collections, the timing and costs of capital expenditures and construction of infrastructure projects, operating and financing costs, fluctuations in commodity prices, customer conservation efforts and changes in how customers consume energy. In addition, NJNG may be subject to adverse economic conditions such as inflation and rising natural gas costs, certain regulatory actions, environmental remediation and severe weather conditions. It is often difficult to predict the impact of events or trends associated with these risks.
NJNG’s business is seasonal by nature, as weather conditions directly influence the volume of natural gas delivered to customers on an annual basis. Specifically, customer demand substantially increases during the winter months when natural gas is used for heating purposes. As a result, NJNG generates most of its natural gas distribution revenues during the first and second fiscal quarters and is subject to variations in earnings and working capital during the fiscal year.
As a regulated company, NJNG is required to recognize the impact of regulatory decisions on its financial statements. See Note 4. Regulation in the accompanying Unaudited Condensed Consolidated Financial Statements for a more detailed discussion of regulatory actions, including filings related to programs and associated expenditures, as well as rate requests related to recovery of capital investments and operating costs.
NJNG’s operations are managed with the goal of providing safe and reliable service, growing its customer base, diversifying its Utility Gross Margin, promoting clean energy programs and mitigating the risks discussed above.
Base Rate Case
On November 21, 2024, the BPU issued an order adopting a stipulation of settlement approving a $157.0M increase to base rates, effective as of the date of the order. The increase includes an overall rate of return on rate base of 7.08%, return on common equity of 9.6%, a common equity ratio of 54.0% and a composite depreciation rate of 3.21%.
Infrastructure Projects
NJNG has significant annual capital expenditures associated with the management of its natural gas distribution and transmission system, including new utility plant expenditures associated with customer growth and its associated pipeline integrity management and infrastructure programs. Below is a summary of NJNG’s capital expenditures, including accruals, for the three months ended December 31, 2025, and estimates of expected investments for fiscal 2026 and 2027:
33
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory oversight, environmental regulations, unforeseen events and the ability to access capital.
Infrastructure Investment Program
In October 2020, the BPU approved NJNG’s five-year IIP filing for $150.0M of transmission and distribution investments, effective November 1, 2020, which will be recovered through annual filings to adjust base rates.
In September 2024, the BPU approved NJNG's annual IIP filing, which requested a rate increase for capital expenditures of approximately $41.2M through June 30, 2024, which resulted in a revenue increase of approximately $4.7M, effective October 1, 2024.
In July 2025, NJNG submitted a filing with the BPU to extend the IIP through June 30, 2026.
On December 17, 2025, the BPU approved NJNG's final IIP filing, which requested a rate increase for capital expenditures of approximately $33.1M through October 31, 2025, resulting in a revenue increase of approximately $3.3M, effective January 1, 2026. In conjunction with this filing, NJNG notified the BPU that it was withdrawing its July 2025 request to extend the program. Any recovery of future infrastructure investments will be requested through a NJNG base rate case.
Natural Gas Customers
In conducting NJNG's business, management focuses on factors it believes may have significant influence on its future financial results. NJNG's policy is to work with all stakeholders, including customers, regulators and policymakers, to achieve favorable results. These factors include the rate of NJNG's customer growth in its service territory, which can be influenced by political and regulatory policies, the delivered cost of natural gas compared with competing fuels, interest rates and general economic and business conditions.
NJNG's total customers include the following:
| December 31, 2025 | December 31, 2024 | |||||||
| Firm customers | ||||||||
| Residential | 537,850 | 530,760 | ||||||
| Commercial, industrial & other | 33,279 | 33,149 | ||||||
| Residential transport | 13,391 | 14,102 | ||||||
| Commercial transport | 7,877 | 7,966 | ||||||
| Total firm customers | 592,397 | 585,977 | ||||||
| Other | 58 | 115 | ||||||
| Total customers | 592,455 | 586,092 | ||||||
NJNG expects new customer additions during the three months ended December 31, 2025, and those customers who added additional natural gas services to their premises, to contribute approximately $2.2M of incremental Utility Gross Margin on an annualized basis.
Energy Efficiency Programs
SAVEGREEN conducts home energy audits and provides various grants, incentives and financing alternatives designed to encourage the installation of high-efficiency heating and cooling equipment and other energy efficiency upgrades. Depending on the specific incentive or approval, NJNG recovers costs associated with the programs over a three- to 10-year period through a tariff rider mechanism.
In March 2021, the BPU approved a three-year SAVEGREEN program consisting of approximately $126.1M of direct investment, $109.4M in financing options, and $23.4M in O&M. In April 2024, the BPU approved NJNG’s $76.9M extension to this SAVEGREEN program through December 2024.
34
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
In October 2024, the BPU approved a new SAVEGREEN program effective from January 1, 2025 to June 30, 2027, consisting of $205.0M of direct investment, $160.5M in financing options and $20.1M in O&M. Recoveries include a weighted average cost of capital that ranges from 6.9% to 7.08%, with a return on equity of 9.6%.
In December 2024, the BPU approved NJNG's annual SAVEGREEN filing for the recovery of costs, which increased annual recoveries by approximately $3.1M, effective January 1, 2025.
On December 17, 2025, the BPU approved NJNG's annual SAVEGREEN filing for the recovery of costs, which will increase annual recoveries by approximately $13.3M, effective January 1, 2026.
The following table summarizes loans, grants, rebates and related investments through:
| (Thousands) | December 31, 2025 | September 30, 2025 | (1) | ||||||||
| Loans | $ | 265,900 | $ | 257,800 | |||||||
| Grants, rebates and related investments | 274,100 | 255,500 | |||||||||
| Total | $ | 540,000 | $ | 513,300 | |||||||
(1)Amounts have been updated to correct the prior year presentation.
Conservation Incentive Program/BGSS
The CIP facilitates normalizing NJNG’s Utility Gross Margin for variances due not only to weather but also other factors affecting customer usage, such as conservation and energy efficiency. Recovery of Utility Gross Margin for the non-weather variance through the CIP is limited to the amount of certain natural gas supply cost savings achieved and is subject to a variable margin revenue test. Additionally, recovery of the CIP Utility Gross Margin is subject to an annual earnings test. An annual review of the CIP must be filed by June 1, coincident with NJNG’s annual BGSS filing, during which NJNG can request rate changes to the CIP.
NJNG's total utility firm gross margin includes the following adjustments related to the CIP mechanism:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
Weather (1) | $ | (12,468) | $ | 8,750 | ||||
| Usage | 2,611 | (75) | ||||||
| Total | $ | (9,857) | $ | 8,675 | ||||
(1)Compared with the 20-year average, weather was 9.7% colder-than-normal during the three months ended December 31, 2025, and 8.1% warmer-than-normal during the three months ended December 31, 2024.
Recovery of Natural Gas Costs
NJNG’s cost of natural gas is passed through to our customers, without markup, by applying NJNG’s authorized BGSS rate to actual therms delivered. There is no Utility Gross Margin associated with BGSS costs; therefore, changes in such costs do not impact NJNG’s earnings. NJNG monitors its actual natural gas costs in comparison to its BGSS rates to manage its cash flows associated with its allowed recovery of natural gas costs, which is facilitated through BPU-approved deferred accounting and the BGSS pricing mechanism. Accordingly, NJNG occasionally adjusts its periodic BGSS rates or can issue credits or refunds, as appropriate, for its residential and small commercial customers when the commodity cost varies from the existing BGSS rate. BGSS rates for its large commercial customers are adjusted monthly based on NYMEX prices.
NJNG’s residential and commercial markets are currently open to competition, and its rates are segregated between BGSS (i.e., natural gas commodity) and delivery (i.e., transportation) components. NJNG earns Utility Gross Margin through the delivery of natural gas to its customers and, therefore, is not negatively affected by customers who use its transportation service and purchase natural gas from another supplier. Under an existing order from the BPU, BGSS can be provided by suppliers other than the state’s natural gas utilities; however, customers who purchase natural gas from another supplier continue to use NJNG for transportation service.
35
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
On October 31, 2025, NJNG notified the BPU that it intended to self-implement an increase to its BGSS rate, effective December 1, 2025 through September 30, 2026, which will result in an increase of approximately $38.1M in revenues related to BGSS.
On December 17, 2025, the BPU approved, on a provisional basis, NJNG's annual BGSS/CIP filing, which included an increase of approximately $6.1M related to its balancing charge and a decrease of approximately $26.2M to CIP rates, effective January 1, 2026. The balancing charge rate includes the cost of balancing natural gas deliveries with customer usage for sales and transportation customers, and balancing charge revenues are credited to BGSS.
BGSS Incentive Programs
NJNG is eligible to receive financial incentives for reducing BGSS costs through a series of Utility Gross Margin-sharing programs that include off-system sales, capacity release and storage incentive programs. These programs are designed to encourage better utilization and hedging of NJNG’s natural gas supply and transportation and storage assets. Depending on the program, NJNG shares 80% or 85% of Utility Gross Margin generated by these programs with firm customers. Utility Gross Margin from incentive programs was approximately $5.6M and $3.2M during the three months ended December 31, 2025 and 2024, respectively.
Hedging
In order to provide relative price stability to its natural gas supply portfolio, NJNG employs a hedging strategy with the goal of having at least 75% of the Company's projected winter periodic BGSS natural gas sales volumes hedged by each November 1 and at least 25% of the projected periodic BGSS natural gas sales hedged for the following April through March period. The hedging goal is typically achieved with gas in storage and the use of financial instruments to hedge storage injections. NJNG may also use various financial instruments including futures, swaps, options and weather related products to hedge its future delivery obligations.
Commodity Prices
NJNG is affected by the price of natural gas, which can have a significant impact on our cash flows and short-term financing costs, the price of natural gas charged to our customers through the BGSS clause, our ability to collect accounts receivable, which impacts our bad debt expense, and our ability to maintain a competitive advantage over other energy sources. Natural gas commodity prices are shown in the graph below, which illustrates the daily natural gas prices per MMBtu(1) in the Northeast market region, also known as TETCO M-3.
(1) Data sourced from Standard & Poor's Financial Services, LLC Global Platts.
The maximum price per MMBtu was $11.83 and $8.64 and the minimum price was $1.42 and $1.05 for the three months ended December 31, 2025 and 2024, respectively. A more detailed discussion of the impacts of the price of natural gas on operating revenues, natural gas purchases and cash flows can be found in the Operating Results and Cash Flow sections of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
36
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Societal Benefits Charge
NJNG’s qualifying customers are eligible for the USF program, which is administered by the New Jersey Department of Community Affairs, to help make energy bills more affordable.
In April 2025, the BPU approved NJNG's annual SBC filing of RAC expenditures through June 30, 2024, which included an increase to the RAC annual recoveries of approximately $2.4M and an increase to the NJCEP annual recoveries of approximately $1.6M, effective May 1, 2025.
In September 2025, the BPU approved NJNG's annual USF filing, which resulted in a decrease to annual recoveries of approximately $1.0M, effective October 1, 2025.
In September 2025, NJNG submitted its annual SBC filing to the BPU requesting approval of RAC expenditures through June 2025, which included a decrease to the RAC annual recoveries of approximately $0.9M and a decrease to the NJCEP annual recoveries of approximately $5.0M, which would be effective April 1, 2026.
Environmental Remediation
NJNG is responsible for the environmental remediation of former MGP sites, which contain contaminated residues from former gas manufacturing operations that ceased operating at these sites by the mid-1950s and, in some cases, had been discontinued many years earlier. Actual MGP remediation costs may vary from management’s estimates due to the developing nature of remediation requirements, regulatory decisions by the NJDEP and related litigation. NJNG reviews these costs periodically, and at least annually, and adjusts its liability and corresponding regulatory asset as necessary to reflect its expected future remediation obligation. Accordingly, NJNG recognized a regulatory asset and an obligation of approximately $167.5M as of December 31, 2025, an increase of approximately $0.5M compared with September 30, 2025. See Note 13. Commitments and Contingent Liabilities for a more detailed description of MGP expenditures.
Other regulatory filings and a more detailed discussion of the filings in this section can be found in Note 4. Regulation in the accompanying Unaudited Condensed Consolidated Financial Statements.
Operating Results
NJNG's operating results are as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
Operating revenues (1) | $ | 410,138 | $ | 333,765 | ||||
| Operating expenses | ||||||||
Natural gas purchases (2)(3) | 170,724 | 130,005 | ||||||
| Operation and maintenance | 48,988 | 52,094 | ||||||
Regulatory rider expense (4) | 33,154 | 22,476 | ||||||
| Depreciation and amortization | 36,960 | 32,084 | ||||||
| Total operating expenses | 289,826 | 236,659 | ||||||
| Operating income | 120,312 | 97,106 | ||||||
| Other income, net | 6,048 | 5,517 | ||||||
| Interest expense, net of capitalized interest | 19,299 | 17,454 | ||||||
| Income tax provision | 23,232 | 18,261 | ||||||
| Net income | $ | 83,829 | $ | 66,908 | ||||
(1)Includes nonutility revenue of approximately $0.2M and $0.3M for the three months ended December 31, 2025 and 2024, respectively, for lease agreements with various NJR subsidiaries leasing office space from NJNG at the Company’s headquarters, which are eliminated in consolidation.
(2)Includes the purchased cost of the natural gas, fees paid to pipelines and storage facilities, adjustments as a result of BGSS incentive programs and hedging transactions. These expenses are passed through to customers and are offset by corresponding revenues.
(3)Includes related party transactions of approximately $1.6M and $2.3M during the three months ended December 31, 2025 and 2024, respectively, a portion of which is eliminated in consolidation.
(4)Consists of expenses associated with state-mandated programs, the RAC and energy efficiency programs, which are calculated on a per-therm basis. These expenses are passed through to customers and are offset by corresponding revenues.
37
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Revenues and Natural Gas Purchases
Operating revenues increased 22.9% and natural gas purchases increased 31.3% during the three months ended December 31, 2025, compared with the three months ended December 31, 2024.
The factors contributing to the increases and decreases in operating revenues and natural gas purchases are as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| 2025 v. 2024 | ||||||||
| (Thousands) | Operating revenues | Natural gas purchases | ||||||
| Firm sales | $ | 38,538 | $ | 15,181 | ||||
| BGSS incentives | 18,928 | 16,588 | ||||||
| Base rate impact | 17,890 | — | ||||||
| Average BGSS rates | 8,839 | 8,839 | ||||||
| CIP adjustments | (18,532) | — | ||||||
Riders and other (1) | 10,710 | 111 | ||||||
| Total increase | $ | 76,373 | $ | 40,719 | ||||
(1)Riders and other includes changes in rider rates, including those related to SAVEGREEN, NJCEP and other programs, which is offset in regulatory rider expense.
Non-GAAP Financial Measures
Management uses Utility Gross Margin, a non-GAAP financial measure, when evaluating the operating results of NJNG. 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. 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. We believe 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. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measure.
Utility Gross Margin
A reconciliation of gross margin, the closest GAAP financial measure to NJNG's Utility Gross Margin, is as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Operating revenues | $ | 410,138 | $ | 333,765 | ||||
| Less: | ||||||||
| Natural gas purchases | 170,724 | 130,005 | ||||||
Operation and maintenance (1) | 25,336 | 26,009 | ||||||
| Regulatory rider expense | 33,154 | 22,476 | ||||||
| Depreciation and amortization | 36,960 | 32,084 | ||||||
| Gross margin | 143,964 | 123,191 | ||||||
| Add: | ||||||||
Operation and maintenance (1) | 25,336 | 26,009 | ||||||
| Depreciation and amortization | 36,960 | 32,084 | ||||||
| Utility Gross Margin | $ | 206,260 | $ | 181,284 | ||||
(1)Excludes SG&A of approximately $23.7M and $26.1M for the three months ended December 31, 2025 and 2024, respectively.
38
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Utility Gross Margin consists of three components:
•Utility firm gross margin generated from only the delivery component of either a sales tariff or a transportation tariff from residential and commercial customers who receive natural gas service from NJNG;
•BGSS incentive programs, where revenues generated or savings achieved from BPU-approved off-system sales, capacity release or storage incentive programs are shared between customers and NJNG; and
•Utility Gross Margin generated from off-tariff and interruptible customers.
The following provides more information on the components of Utility Gross Margin and associated throughput (Bcf) of natural gas delivered to customers:
| Three Months Ended | |||||||||||||||||
| December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| ($ in thousands) | Margin | Bcf | Margin | Bcf | |||||||||||||
| Utility Gross Margin/Throughput | |||||||||||||||||
| Residential | $ | 145,098 | 16.5 | $ | 130,018 | 14.1 | |||||||||||
| Commercial, industrial and other | 27,192 | 3.0 | 23,869 | 2.6 | |||||||||||||
| Firm transportation | 27,365 | 3.9 | 23,176 | 3.4 | |||||||||||||
| Total utility firm gross margin/throughput | 199,655 | 23.4 | 177,063 | 20.1 | |||||||||||||
| BGSS incentive programs | 5,587 | 24.7 | 3,247 | 14.4 | |||||||||||||
| Interruptible/off-tariff agreements | 1,018 | 8.3 | 974 | 7.1 | |||||||||||||
| Total Utility Gross Margin/Throughput | $ | 206,260 | 56.4 | $ | 181,284 | 41.6 | |||||||||||
Utility Firm Gross Margin
Utility firm gross margin increased approximately $22.6M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to an increase in base rates, effective November 21, 2024.
BGSS Incentive Programs
The factors contributing to the change in Utility Gross Margin generated by BGSS incentive programs are as follows:
| Three Months Ended | |||||||||||
| December 31, | |||||||||||
| (Thousands) | 2025 v. 2024 | ||||||||||
| Off-system sales | $ | 1,687 | |||||||||
| Capacity release | 716 | ||||||||||
| Storage | (63) | ||||||||||
| Total increase | $ | 2,340 | |||||||||
BGSS incentive programs increased during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher margins from off-system sales and capacity release related to market volatility due to colder weather.
Net Income
Net income increased approximately $16.9M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the following factors: | ||
•$25.0M increase in Utility Gross Margin, as previously discussed; partially offset by | ||
•$5.0M increase in income tax expense related to higher operating income; and | ||
•$4.9M increase in depreciation expense as a result of additional utility plant being placed into service. | ||
39
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Clean Energy Ventures
Overview
CEV actively pursues opportunities in the renewable energy markets, which includes the development, construction and operation of net metered and grid-connected commercial solar projects. In addition, CEV enters into various long-term agreements, including PPAs, to supply energy from commercial solar projects.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our ability to commence operations at these projects on a timely basis or at all, including logistics associated with the start-up of commercial solar projects, changes to U.S. trade policy and the impact tariffs and other costs and assessments may have on equipment used to construct, generate, and deliver clean energy, such as timing of construction schedules, the permitting and regulatory process, any delays related to electric grid interconnection. Other factors include economic trends, changes in law, governmental policies, or incentives that support clean energy projects, unforeseen events and the ability to access capital or allocation of capital to other investments or business opportunities. CEV is also subject to various risks, which may include our ability to identify and develop commercial solar asset investments, impacts to our supply chain and our ability to source materials for construction.
The primary contributors toward the value of qualifying clean energy projects are tax incentives, RECs and electricity sales. Changes in the laws and regulations related to the ITC and/or relevant state legislation and regulatory policies affecting the market for solar renewable energy credits could significantly affect future results.
In July 2025, OBBBA was signed into law, which modifies several pre-existing provisions of the Inflation Reduction Act and other laws, including the phase-out of certain clean energy tax credits. In order to be eligible for ITCs, solar facilities must be placed in service by December 31, 2027, unless construction begins before July 4, 2026, and must satisfy the prohibited foreign entity material assistance requirements, unless construction begins before December 31, 2025.
In July 2025, the President of the U.S. issued a federal executive order directing the Secretary of the Treasury to provide revised guidance on determining the beginning of construction for renewable energy projects for purposes of claiming ITCs. In August 2025, the IRS released further guidance to clarify the beginning of construction for renewable energy projects deemed to have started construction on or after September 2, 2025.
CEV continues to assess the impacts of OBBBA, the above mentioned executive order and revised IRS guidance on the determination of the beginning of construction. While there have been no material impacts to the Company’s financial position or results of operations as of December 31, 2025, resulting from the change in law and revised IRS guidance, these changes may impact our ability to identify, develop and source materials to construct future projects in a way that meets the new requirements established for the ITC framework.
CEV placed two commercial solar projects in service totaling 9.7 MWs during the three months ended December 31, 2025, with related expenditures of approximately $20.9M. CEV placed two commercial solar projects in service totaling 10.5 MWs during the three months ended December 31, 2024, with related expenditures of approximately $20.4M. CEV has approximately 489 MW of commercial solar capacity in service.
CEV may enter into transactions to sell certain of its commercial solar assets concurrent with agreements to lease the assets back over a period of five to seven years. The Company will continue to operate the solar assets and is responsible for related expenses and entitled to retain the revenue generated from RECs and energy sales. ITCs and other tax attributes associated with these solar projects transfer to the buyer if applicable; however, the lease payments are structured so that CEV is compensated for the transfer of the related tax incentives. Accordingly, for solar projects financed under sale leasebacks for which the assets were sold during the first five years of in-service life, CEV recognizes the equivalent value of the ITC in other income on the Unaudited Condensed Consolidated Statements of Operations over the respective five-year ITC recapture periods, starting with the second year of the lease. During the three months ended December 31, 2025 and 2024, CEV received proceeds of approximately $23.2M and $12.6M, respectively, in connection with the sale leaseback of commercial solar assets.
CEV operated a residential solar portfolio, which provided qualifying homeowners with the opportunity to have a solar system installed at their home in exchange for monthly lease payments and with no installation or maintenance expenses. In November 2024, CEV completed the sale of its residential solar portfolio, and related assets and liabilities to a third party for a purchase price of $132.5M. See Note 16. Dispositions for more details.
40
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
For solar installations placed in-service in New Jersey prior to April 30, 2020, each MWh of electricity produced creates an SREC that represents the renewable energy attribute of the solar-electricity generated that can be sold to third parties, predominantly load-serving entities that are required to comply with the solar requirements under New Jersey's renewable portfolio standard.
Following the close of the SREC market in New Jersey, the BPU established the TREC as the successor program to the SREC program. TRECs provide a fixed compensation base multiplied by an assigned project factor in order to determine their value. The project factor is determined by the type and location of the project, as defined. All TRECs generated are required to be purchased monthly by a TREC program administrator as appointed by the BPU.
In July 2021, the BPU established a new successor solar incentive program. This ADI Program provides administratively set incentives for net metered projects of 5 MW or less. RECs generated through the production of electricity under this program are known as SREC IIs.
In December 2022, the BPU established the CSI program, which provides incentives to larger solar facilities. It is open to qualifying grid supply solar facilities, non-residential net metered solar installations with a capacity greater than 5 MW, and eligible grid supply solar facilities installed in combination with energy storage. Pricing is determined based on a competitive bid solicitation process.
REC activity for the three months ended, consisted of the following:
| Beginning inventory balance | RECs | Ending inventory balance | Average | ||||||||||||||||||||
| Generated | Delivered | Sale Price | |||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| SRECs | 155,129 | 72,373 | (115,520) | 111,982 | $194 | ||||||||||||||||||
TRECs (1) | 28,671 | 21,487 | (19,521) | 30,637 | $148 | ||||||||||||||||||
SREC IIs (1) | 9,572 | 5,409 | (3,369) | 11,612 | $95 | ||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| SRECs | 126,928 | 88,707 | (85,693) | 129,942 | $206 | ||||||||||||||||||
TRECs (1) | 11,237 | 17,444 | (22,254) | 6,427 | $142 | ||||||||||||||||||
SREC IIs (1) | 5,022 | 4,404 | (6,682) | 2,744 | $89 | ||||||||||||||||||
(1)TREC and SREC II inventory balances are due primarily to the timing of generation and when RECs are delivered to the state administrator.
CEV hedges its expected SREC production through the use of forward sales contracts. The following table reflects the hedged percentage of our projected inventory of SRECs related to CEV's in-service solar assets at December 31, 2025:
Energy Year (1) | Percent of SRECs Hedged | ||||
| 2026 | 94% | ||||
| 2027 | 85% | ||||
| 2028 | 79% | ||||
| 2029 | 32% | ||||
| 2030 | 33% | ||||
(1)Energy years are compliance periods for New Jersey's renewable portfolio standard that run from June 1 to May 31.
There are no direct costs associated with the production of RECs by our solar assets. All related costs are included as a component of O&M on the Unaudited Condensed Consolidated Statements of Operations, including such expenses as facility maintenance and broker fees.
41
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating Results
CEV’s financial results are summarized as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Operating revenues | $ | 31,760 | $ | 26,406 | ||||
| Operating expenses | ||||||||
| Operation and maintenance | 9,340 | 10,566 | ||||||
| Depreciation and amortization | 7,032 | 6,425 | ||||||
| Gain on sale of assets | — | (54,859) | ||||||
| Total operating expenses | 16,372 | (37,868) | ||||||
| Operating income | 15,388 | 64,274 | ||||||
| Other income, net | 5,306 | 4,371 | ||||||
| Interest expense, net of capitalized interest | 8,366 | 6,374 | ||||||
| Income tax provision | 2,738 | 14,141 | ||||||
| Net income | $ | 9,590 | $ | 48,130 | ||||
Net income decreased approximately $38.5M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the following factors: | ||
•$54.9M decrease due to the gain on the sale of the residential solar portfolio in the prior period; partially offset by | ||
•$11.4M decrease in income tax expense related to lower operating income. | ||
Energy Services
Overview
ES markets and sells natural gas to wholesale and retail customers and manages natural gas transportation and storage assets throughout major market areas across North America. ES maintains a strategic portfolio of natural gas transportation and storage contracts that it utilizes in conjunction with its market expertise to provide service and value to its customers. Availability of these transportation and storage contracts allows ES to generate market opportunities by capturing price differentials over specific time horizons and between geographic market locations.
ES also provides management of transportation and storage assets for natural gas producers and regulated utilities. These management transactions typically involve the release of producer/utility-owned storage and/or transportation capacity in combination with an obligation to purchase and/or deliver physical natural gas. In addition to the contractual purchase and/or sale of physical natural gas, ES generates or pays fee-based margin in exchange for its active management and may provide the producer and/or utility with additional margin based on actual results.
In conjunction with the active management of these contracts, ES generates Financial Margin by identifying market opportunities and simultaneously entering into natural gas purchase/sale, storage or transportation contracts and financial derivative contracts. In cases where storage is utilized to fulfill these contracts, these forecast sales and/or purchases are economically hedged through the use of financial derivative contracts. The financial derivative contracts consist primarily of exchange-traded futures, options and swap contracts, and are frequently used to lock in anticipated transactional cash flows and to help manage volatility in natural gas market prices. Generally, when its transportation and storage contracts are exposed to periods of increased market volatility, ES is able to implement strategies that allow it to capture margin by improving the respective time or geographic spreads on a forward basis.
42
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
ES accounts for its physical commodity contracts and its financial derivative instruments at fair value on the Unaudited Condensed Consolidated Balance Sheets. Changes in the fair value of physical commodity contracts and financial derivative instruments are included in earnings as a component of operating revenues or natural gas purchases on the Unaudited Condensed Consolidated Statements of Operations. Volatility in reported net income at ES can occur over periods of time due to changes in the fair value of derivatives, as well as timing differences related to certain transactions. Unrealized gains and losses can fluctuate as a result of changes in the price of natural gas and SRECs from the original transaction price. Volatility in earnings can also occur as a result of timing differences between the settlement of financial derivatives and the sale of the underlying physical commodity. For example, when a financial instrument settles and the physical natural gas is injected into inventory, the realized gains and losses associated with the financial instrument are recognized in earnings. However, the gains and losses associated with the physical natural gas are not recognized in earnings until the natural gas inventory is withdrawn from storage and sold, at which time ES realizes the entire margin on the transaction.
ES has a series of AMAs with an investment grade public utility to release pipeline capacity associated with certain natural gas transportation contracts. The AMAs include a series of temporary and permanent releases, and revenue under these agreements is recognized as the performance obligations are satisfied. For temporary releases of pipeline capacity, revenue is recognized on a straight-line basis over the agreed-upon term. For permanent releases of pipeline capacity, which represent a transfer of contractual rights for such capacity, revenue is recognized upon the transfer of the underlying contractual rights. ES recognized approximately $4.9M of operating revenue related to the AMAs on the Unaudited Condensed Consolidated Statements of Operations during both three months ended December 31, 2025 and 2024. Amounts received in excess of revenue recognized totaling approximately $66.2M and $36.8M are included in deferred revenue on the Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025, respectively.
Operating Results
ES’s financial results are summarized as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Operating revenues | $ | 119,107 | $ | 86,308 | ||||
| Operating expenses | ||||||||
Natural gas purchases (including demand charges (1)(2)) | 85,774 | 67,868 | ||||||
| Operation and maintenance | 3,185 | 1,865 | ||||||
| Depreciation and amortization | 41 | 47 | ||||||
| Total operating expenses | 89,000 | 69,780 | ||||||
| Operating income | 30,107 | 16,528 | ||||||
| Other income, net | 209 | 384 | ||||||
| Interest expense, net | 3,418 | 3,885 | ||||||
| Income tax provision | 6,301 | 2,769 | ||||||
| Net income | $ | 20,597 | $ | 10,258 | ||||
(1)Costs associated with pipeline and storage capacity are expensed over the term of the related contracts, which generally varies from less than one year to 10 years.
(2)Includes related party transactions of approximately $0.3M during both the three months ended December 31, 2025 and 2024, a portion of which is eliminated in consolidation.
ES's portfolio of financial derivative instruments is composed of:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (in Bcf) | 2025 | 2024 | ||||||
| Net short futures and swaps contracts | 0.3 | 7.7 | ||||||
During the three months ended December 31, 2025 and 2024, the net short position resulted in unrealized gains (losses) of approximately $6.1M and $(0.5)M, respectively.
43
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Operating revenues increased approximately $32.8M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to a 38% increase in natural gas prices. Natural gas purchases increased approximately $17.9M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to a 28% increase in natural gas purchase prices.
Future results at ES are contingent upon natural gas market price volatility driven by variations in both the supply and demand balances caused by weather and other factors. As a result, variations in weather patterns in the key market areas served may affect earnings during the fiscal year. Changes in market fundamentals, such as an increase in supply and decrease in demand due to warmer temperatures, and reduced volatility can negatively impact ES's earnings. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Natural Gas Distribution for TETCO M-3 Daily Prices, which illustrates the daily natural gas prices in the Northeast market region.
Net income increased approximately $10.3M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the colder weather in December, which led to increased natural gas price volatility and favorable pricing spreads that resulted in additional earnings. | ||
Non-GAAP Financial Measures
Management uses Financial Margin and NFE, non-GAAP financial measures, when evaluating the operating results of ES. Financial Margin and NFE are based on removing timing differences associated with certain derivative instruments. GAAP also requires us, during the interim periods, to estimate our annual effective tax rate and use this rate to calculate the year-to-date tax provision. We also determine an annual estimated effective tax rate for NFE purposes and calculate a quarterly tax adjustment based on the differences between our forecasted net income and our forecasted NFE for the fiscal year. This adjustment is applied to ES, as the adjustment primarily relates to timing differences associated with certain derivative instruments that impacts the estimate of the annual effective tax rate for NFE. No adjustment is needed during the fourth quarter, since the actual effective tax rate is calculated at year end.
Management views these measures as representative of the overall expected economic result and uses these measures to compare ES's results against established benchmarks and earnings targets as these measures eliminate the impact of volatility on GAAP earnings as a result of timing differences associated with the settlement of derivative instruments. To the extent that there are unanticipated impacts from changes in the market value related to the effectiveness of economic hedges, ES's actual non-GAAP results can differ from the results anticipated at the outset of the transaction. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measure.
When ES reconciles the most directly comparable GAAP measure to both Financial Margin and NFE, the current period unrealized gains and losses on derivatives are excluded as a reconciling item. Financial Margin and NFE also exclude the effects of economic hedging of the value of our natural gas in storage and, therefore, only include realized gains and losses related to natural gas withdrawn from storage, effectively matching the full earnings effects of the derivatives with realized margins on the related physical natural gas flows. To the extent we utilize forwards, futures or other derivatives to hedge natural gas transactions and forecasted SREC production, the resulting unrealized gains and losses are also eliminated from NFE. Financial Margin 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.
44
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Financial Margin
A reconciliation of gross margin, the closest GAAP financial measure, to ES's Financial Margin is as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Operating revenues | $ | 119,107 | $ | 86,308 | ||||
| Less: | ||||||||
| Natural gas purchases | 85,774 | 67,868 | ||||||
Operation and maintenance (1) | 2,916 | 1,597 | ||||||
| Depreciation and amortization | 41 | 47 | ||||||
| Gross margin | 30,376 | 16,796 | ||||||
| Add: | ||||||||
Operation and maintenance (1) | 2,916 | 1,597 | ||||||
| Depreciation and amortization | 41 | 47 | ||||||
| Unrealized loss on derivative instruments and related transactions | 2,996 | 6,368 | ||||||
Effects of economic hedging related to natural gas inventory (2) | (8,567) | (9,527) | ||||||
| Financial Margin | $ | 27,762 | $ | 15,281 | ||||
(1)Excludes SG&A of approximately $0.3M during both the three months ended December 31, 2025 and 2024.
(2)Effects of hedging natural gas inventory transactions where the economic impact is realized in a future period.
Financial Margin increased approximately $12.5M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the colder weather in December, as previously discussed.
Net Financial Earnings
A reconciliation of ES's net income, the most directly comparable GAAP financial measure, to NFE is as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Net income | $ | 20,597 | $ | 10,258 | ||||
| Add: | ||||||||
| Unrealized loss on derivative instruments and related transactions | 2,996 | 6,368 | ||||||
| Tax effect | (712) | (1,513) | ||||||
| Effects of economic hedging related to natural gas inventory | (8,567) | (9,527) | ||||||
| Tax effect | 2,036 | 2,264 | ||||||
| Net income to NFE tax adjustment | (70) | (17) | ||||||
| Net financial earnings | $ | 16,280 | $ | 7,833 | ||||
NFE increased approximately $8.4M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher Financial Margin, as previously discussed.
Future results are subject to the ability of ES to expand its wholesale sales and service activities and are contingent upon many other factors, including an adequate number of appropriate and credit qualified counterparties in an active and liquid natural marketplace; volatility in the natural gas market due to weather or other fundamental market factors impacting supply and/or demand; transportation, storage and/or other market arbitrage opportunities, sufficient liquidity in the overall energy trading market; and continued access to liquidity in the capital markets.
45
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Storage and Transportation
Overview
S&T invests in natural gas assets, such as natural gas transportation and storage facilities. We believe that acquiring, owning and developing these storage and transportation assets, which operate under a tariff structure that has either cost- or market-based rates, can provide us organic growth opportunities. S&T is subject to various risks, including the construction, development and operation of our transportation and storage assets, as well as our ability to obtain necessary governmental, environmental and regulatory approvals, property rights and financing at reasonable costs for the construction, operation and maintenance of our assets.
S&T is comprised of Leaf River, a 32.2M Dths salt dome natural gas storage facility that operates under market-based rates, and Adelphia, a FERC-regulated interstate pipeline in southeastern Pennsylvania that operates under cost-of-service rates but can enter into negotiated rates with counterparties.
In September 2024, Adelphia filed a Section 4 rate case with the FERC seeking approval to revise its transportation cost-of-service rates to reflect investments made in its pipeline system. In June 2025, Adelphia reached a settlement in principle with customers participating in the rate case. In August 2025, Adelphia and the rate case participants filed an offer of settlement with the FERC, which was approved on November 4, 2025, the results of which are considered immaterial to the Company’s Unaudited Condensed Consolidated Financial Statements.
S&T has a 50% ownership interest in Steckman Ridge, a storage facility located in western Pennsylvania that operates under market-based rates. As of December 31, 2025, our investment in Steckman Ridge was $101.6M.
Operating Results
The financial results of S&T are summarized as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
Operating revenues (1) | $ | 28,080 | $ | 26,628 | ||||
| Operating expenses | ||||||||
| Natural gas purchases | 374 | 280 | ||||||
| Operation and maintenance | 10,466 | 10,083 | ||||||
| Depreciation and amortization | 5,265 | 6,496 | ||||||
| Total operating expenses | 16,105 | 16,859 | ||||||
| Operating income | 11,975 | 9,769 | ||||||
| Other income, net | 1,987 | 2,392 | ||||||
| Interest expense, net | 5,566 | 5,969 | ||||||
| Income tax provision | 2,273 | 1,489 | ||||||
| Equity in earnings of affiliates | 1,240 | 961 | ||||||
| Net income | $ | 7,363 | $ | 5,664 | ||||
(1)Includes related party transactions that were immaterial during the three months ended December 31, 2025 and 2024.
Net income increased approximately $1.7M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher operating income at Adelphia due to the impact of its recent rate case settlement, as previously discussed. | ||
Non-GAAP Financial Measures
Management uses Adjusted EBITDA, a non-GAAP financial measure, when evaluating the operating results of S&T. Adjusted EBITDA is net income before interest, income taxes, depreciation and amortization, corporate overhead and other income, net. Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measure.
46
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Adjusted EBITDA
A reconciliation of S&T's net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA is as follows:
| Three Months Ended | ||||||||
| December 31, | ||||||||
| (Thousands) | 2025 | 2024 | ||||||
| Net income | $ | 7,363 | $ | 5,664 | ||||
| Add: | ||||||||
| Interest expense, net of capitalized interest | 5,566 | 5,969 | ||||||
| Income tax provision | 2,273 | 1,489 | ||||||
| Depreciation and amortization | 5,265 | 6,496 | ||||||
| Corporate overhead | 2,135 | 1,961 | ||||||
| Less: | ||||||||
Other income, net (1) | 1,987 | 2,392 | ||||||
| Adjusted EBITDA | $ | 20,615 | $ | 19,187 | ||||
(1)Consists primarily of interest income.
Adjusted EBITDA increased approximately $1.4M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher net income, as previously discussed.
Home Services and Other
The financial results of HSO consist primarily of the operating results of NJRHS. NJRHS provides service, sales and installation of appliances to service contract customers and has been focused on growing its installation business and expanding its service contract customer base. HSO also includes organizational expenses incurred at NJR. Net income was $0.5M and $0.6M for the three months ended December 31, 2025 and 2024, respectively.
Liquidity and Capital Resources
Our objective is to maintain an efficient consolidated capital structure that reflects the different characteristics of each reportable segment and other business operations and provides adequate financial flexibility for accessing capital markets as required. Our consolidated capital structure was as follows:
| December 31, 2025 | September 30, 2025 | |||||||
| Common stock equity | 39 | % | 40 | % | ||||
| Long-term debt | 52 | 54 | ||||||
| Short-term debt | 9 | 6 | ||||||
| Total | 100 | % | 100 | % | ||||
Common Stock Equity
We satisfy our external common equity requirements, if any, through issuances of our common stock, including the proceeds from stock issuances under our DRP. The DRP allows us, at our option, to use treasury shares or newly issued shares to raise capital. NJR raised approximately $3.8M of equity through the DRP during both the three months ended December 31, 2025 and 2024.
During the three months ended December 31, 2024, we raised approximately $19.9M of equity by issuing approximately 418,000 shares through the waiver discount feature of the DRP. We did not issue shares through the waiver discount feature of the DRP during the three months ended December 31, 2025.
In 1996, the Board of Directors authorized us to implement a share repurchase program, which was expanded seven times since the inception of the program, authorizing a total of 19.5M shares of common stock for repurchase. Since inception, we repurchased a total of approximately 17.8M of those shares and may repurchase an additional 1.7M shares under the approved program. There were no shares repurchased during the three months ended December 31, 2025 and 2024.
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New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Debt
NJR and its unregulated subsidiaries generally rely on cash flows generated from operating activities and the utilization of committed credit facilities to provide liquidity to meet working capital and short-term debt financing requirements. NJNG also relies on the issuance of commercial paper for short-term funding. NJR and NJNG, as borrowers, periodically access the capital markets to fund long-life assets through the issuance of long-term debt securities.
We believe that our existing borrowing availability, equity proceeds and cash flows from operations will be sufficient to satisfy our working capital, capital expenditures and dividend requirements for at least the next 12 months. NJR, NJNG, CEV, S&T and ES currently anticipate that each of their financing requirements for the next 12 months will be met primarily through the issuance of short- and long-term debt, and meter or solar asset sale leasebacks.
We believe that as of December 31, 2025, NJR and NJNG were, and currently are, in compliance with all existing debt covenants, both financial and non-financial.
Short-Term Debt
We use our short-term borrowings primarily to finance ES's short-term liquidity needs, share repurchases and, on an initial basis, CEV's investments. ES's use of high-volume storage facilities and anticipated pipeline park-and-loan arrangements, combined with related economic hedging activities in the volatile wholesale natural gas market, create significant short-term cash requirements.
As of December 31, 2025, NJR had a revolving credit facility totaling $575M, with approximately $324.8M available under the facility.
NJNG satisfies its debt needs by issuing short-term and long-term debt based on its financial profile. The seasonal nature of NJNG's operations creates large short-term cash requirements, primarily to finance natural gas purchases and customer accounts receivable. NJNG obtains working capital for these requirements and for the temporary financing of construction and MGP remediation expenditures and energy tax payments, based on its financial profile, through the issuance of commercial paper supported by the NJNG Credit Facility or through short-term bank loans under the NJNG Credit Facility.
NJNG’s commercial paper is sold through several commercial banks under an issuing and paying agency agreement and is supported by the $250M NJNG Credit Facility. As of December 31, 2025, there was $109.0M available under the NJNG Credit Facility, including amounts allocated to the backstop under the commercial paper program, as applicable, and the issuance of letters of credit. Short-term borrowings were as follows:
Due to the seasonal nature of natural gas prices and demand, and because inventory levels are built up during its natural gas injection season (April through October), NJR and NJNG's short-term borrowings tend to peak in the November through January time frame.
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New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
NJR
During fiscal 2024, NJR entered into a second amendment to NJR’s Second Amended and Restated Credit Agreement, governing a $575M NJR Credit Facility maturing on August 7, 2029, with an option to extend the maturity date up to two times for an additional period of one year each. The NJR Credit Facility includes an accordion feature, which allows NJR, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJR Credit Facility in increments of at least $50M with the total revolving credit commitments not exceeding $750M. The NJR Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $75M sublimit for the issuance of letters of credit. Certain of NJR’s unregulated subsidiaries have guaranteed all of NJR’s obligations under the NJR Credit Facility. The credit facility is used primarily to finance its share repurchases, to satisfy ES’s short-term liquidity needs and to finance, on an initial basis, unregulated investments.
As of December 31, 2025, NJR had 25 letters of credit outstanding totaling approximately $21.5M, which reduced the amount available under the NJR Credit Facility by the same amount. NJR does not anticipate that these letters of credit will be drawn upon by the counterparties.
Based on its average borrowings during the three months ended December 31, 2025, NJR’s average interest rate was 5.22%, resulting in interest expense of approximately $2.8M. Based on average borrowings of $209.5M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $0.5M during the three months ended December 31, 2025.
Neither NJNG nor its assets are obligated or pledged to support the NJR Credit Facility.
NJNG
During fiscal 2024, NJNG entered into a second amendment to NJNG’s Second Amended and Restated Credit Agreement governing a $250M NJNG Credit Facility, maturing on August 7, 2029, with an option to extend the maturity date up to two times for an additional period of one year each. The NJNG Credit Facility includes an accordion feature, which would allow NJNG, in the absence of a default or event of default, to increase from time to time, with the existing or new lenders, the revolving credit commitments under the NJNG Credit Facility in increments of at least $50M with total revolving credit commitments not exceeding $350M. The NJNG Credit Facility also permits the borrowing of revolving loans and swingline loans, as well as a $30M sublimit for the issuance of letters of credit.
As of December 31, 2025, NJNG had two letters of credit outstanding for $0.7M, which reduced the amount available under the NJNG Credit Facility by the same amount. NJNG does not anticipate that these letters of credit will be drawn upon by the counterparties.
Based on its average borrowings during the three months ended December 31, 2025, NJNG’s average interest rate was 4.11%, resulting in interest expense of $1.0M. Based on average borrowings of $100.7M during the period, a 100 basis point change in the underlying average interest rate would have caused a change in interest expense of approximately $0.3M during the three months ended December 31, 2025.
Short-Term Debt Covenants
Borrowings under the NJR Credit Facility and NJNG Credit Facility are conditioned upon compliance with a maximum leverage ratio (consolidated total indebtedness to consolidated total capitalization as defined in the applicable agreements) of not more than .70 to 1.00 for NJR and .65 to 1.00 for NJNG. These revolving credit facilities contain customary representations and warranties for transactions of this type. They also contain customary events of default and certain covenants that will limit NJR's or NJNG's ability, beyond agreed upon thresholds, to, among other things:
•incur additional debt;
•incur liens and encumbrances;
•make dispositions of assets;
•enter into transactions with affiliates; and
•merge, consolidate, transfer, sell or lease all or substantially all of the borrower's or guarantors' assets.
These covenants are subject to a number of exceptions and qualifications set forth in the applicable agreements.
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New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Default Provisions
The agreements governing our long-term and short-term debt obligations include provisions that, if not complied with, could require early payment or similar actions. Default events include, but are not limited to, the following:
•defaults for non-payment;
•defaults for breach of representations and warranties;
•defaults for insolvency;
•defaults for non-performance of covenants;
•cross-defaults to other debt obligations of the borrower; and
•guarantor defaults.
The occurrence of an event of default under these agreements could result in all loans and other obligations of the borrower becoming immediately due and payable and the termination of the credit facilities.
Long-Term Debt
NJR
As of December 31, 2025, NJR's long-term debt consisted of approximately $1.1B in fixed-rate unsecured debt issuances, with maturities ranging from 2026 to 2034.
Neither NJNG nor its assets are obligated or pledged to support NJR's long-term debt.
NJNG
As of December 31, 2025, NJNG's long-term debt consisted of approximately $1.8B in fixed-rate debt issuances secured by the Mortgage Indenture, with maturities ranging from 2028 to 2061, and approximately $45.9M in sale leasebacks of natural gas meters with various maturities ranging from 2026 to 2031.
Senior notes are secured by an equal principal amount of NJNG’s FMBs issued under NJNG’s Mortgage Indenture.
NJR is not obligated directly nor contingently with respect to NJNG’s fixed-rate debt issuances.
Long-Term Debt Covenants and Default Provisions
The NJR and NJNG long-term debt instruments contain customary representations and warranties for transactions of their type. They also contain customary events of default and certain covenants that will limit NJR or NJNG's ability beyond agreed upon thresholds to, among other things:
•incur additional debt (including a covenant that limits the amount of consolidated total debt of the borrower at the end of a fiscal quarter to 70% for NJR and 65% for NJNG of the consolidated total capitalization of the borrower, as those terms are defined in the applicable agreements, and a covenant limiting priority debt to 20% of the borrower's consolidated total capitalization, as those terms are defined in the applicable agreements);
•incur liens and encumbrances;
•make loans and investments;
•make dispositions of assets;
•make dividends or restricted payments;
•enter into transactions with affiliates; and
•merge, consolidate, transfer, sell or lease substantially all of the borrower's assets.
The aforementioned covenants are subject to a number of exceptions and qualifications set forth in the applicable note purchase agreements.
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New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
In addition, the FMBs issued by NJNG under the Mortgage Indenture are subject to certain default provisions. Events of Default, as defined in the Mortgage Indenture, consist mainly of:
•failure for 30 days to pay interest when due;
•failure to pay principal or premium when due and payable;
•failure to make sinking fund payments when due;
•failure to comply with any other covenants of the Mortgage Indenture after 30 days' written notice from the Trustee;
•failure to pay or provide for judgments in excess of $30M in aggregate amount within 60 days of the entry thereof; or
•certain events that are or could be the basis of a bankruptcy, reorganization, insolvency or receivership proceeding.
Upon the occurrence and continuance of such an Event of Default, the Mortgage Indenture, subject to any provisions of law applicable thereto, provides that the Trustee may take possession and conduct the business of NJNG, may sell the trust estate, or proceed to foreclose the lien of the Mortgage Indenture. The interest rate on defaulted principal and interest, to the extent permitted by law, on the FMBs issued under the Mortgage Indenture is the rate stated in the applicable supplement or, if no such rate is stated, 6% per annum.
Sale Leaseback
NJNG received approximately $15.0M and $11.7M during the three months ended December 31, 2025 and 2024, respectively, in connection with the sale leaseback of its natural gas meters. NJNG utilizes sale leaseback arrangements as a financing mechanism to fund certain of its capital expenditures related to natural gas meters, whereby the physical asset is sold concurrent with an agreement to lease the asset back. These agreements include options to repurchase the assets sold or renew the lease at the end of the term. As NJNG retains control of the natural gas meters, these arrangements do not qualify as a sale. NJNG uses the financing method to account for the transactions. NJNG continues to evaluate this sale leaseback program based on current market conditions. Natural gas meters are excluded from the lien on NJNG property under the Mortgage Indenture.
CEV enters into transactions to sell the commercial solar assets concurrent with agreements to lease the assets back over a period of five to seven years. The Company has concluded that these arrangements do not qualify as a sale for accounting purposes, as the Company retains control of the underlying assets, and are therefore treated as financing obligations, which are typically secured by the renewable energy facility asset and its future cash flows from RECs and energy sales. ITCs and other tax benefits associated with these solar projects are transferred to the buyer, if applicable; however, the lease payments are structured so that CEV is compensated for the transfer of the related tax incentives. CEV continues to operate the solar assets, including related expenses, and retain the revenue generated from RECs and energy sales, and has the option to renew the lease or repurchase the assets sold at the end of the lease term. During the three months ended December 31, 2025 and 2024, CEV received proceeds of approximately $23.2M and $12.6M, respectively, in connection with the sale leaseback of commercial solar projects. The proceeds received were recognized as a financing obligation on the Unaudited Condensed Consolidated Balance Sheets.
Contractual Obligations and Capital Expenditures
As of December 31, 2025, the Company had 27 outstanding letters of credit totaling approximately $22.2M, as previously mentioned and there were NJR guarantees covering approximately $140.8M of natural gas purchases and ES demand fee commitments, not yet reflected in accounts payable on the Unaudited Condensed Consolidated Balance Sheets.
Estimated capital expenditures are reviewed on a regular basis and may vary based on the ongoing effects of regulatory constraints, environmental regulations, unforeseen events, and the ability to access capital.
NJNG's total capital expenditures spent or accrued during the three months ended December 31, 2025, were approximately $106.4M. During fiscal 2026, total capital expenditures are projected to be between $430M and $480M. NJNG expects to fund its obligations with a combination of cash flows from operations, cash on hand, issuance of commercial paper, available capacity under its revolving credit facility and the issuance of long-term debt. As of December 31, 2025, NJNG's future MGP expenditures are estimated to be approximately $167.5M. For a more detailed description of MGP expenditures see Note 13. Commitments and Contingent Liabilities in the accompanying Unaudited Condensed Consolidated Financial Statements.
During the three months ended December 31, 2025, total capital expenditures spent or accrued related to the purchase and installation of solar equipment were approximately $42.5M. CEV's expenditures include clean energy projects that support our
51
New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
goal to promote renewable energy. Accordingly, CEV enters into agreements to install solar equipment for commercial projects. We estimate solar-related capital expenditures during fiscal 2026 to be between $210M and $290M.
Capital expenditures related to clean energy projects are subject to change due to a variety of factors that may affect our ability to commence operations at these projects on a timely basis or at all, including sourcing projects that meet our investment criteria, logistics associated with the start-up of commercial solar projects, such as timing of construction schedules, the permitting and regulatory process, any delays related to electric grid interconnection, economic trends or unforeseen events and the ability to access capital or allocation of capital to other investments or business opportunities.
During the three months ended December 31, 2025, S&T had capital expenditures spent or accrued for Adelphia totaling approximately $1.0M and capital expenditures spent or accrued for Leaf River totaling approximately $13.3M. During fiscal 2026, we expect expenditures related to Adelphia to be between $5M and $10M and expenditures related to Leaf River to be between $40M and $50M.
ES does not currently anticipate any significant capital expenditures during fiscal 2026 and 2027.
Cash Flows
Operating Activities
Cash flows from (used in) operating activities during the three months ended December 31, 2025, totaled approximately $26.7M, compared with approximately $(9.0)M during the three months ended December 31, 2024. Operating cash flows are primarily affected by variations in working capital, which can be impacted by several factors, including:
•seasonality of our business;
•fluctuations in wholesale natural gas prices and other energy prices, including changes in derivative asset and liability values;
•timing of storage injections and withdrawals;
•deferral and recovery of natural gas costs;
•changes in contractual assets utilized to optimize margins related to natural gas transactions;
•broker margin requirements;
•impact of unusual weather patterns on our wholesale business;
•timing of the collections of receivables and payments of current liabilities;
•volumes of natural gas purchased and sold; and
•timing of SREC deliveries.
Cash flows from (used in) operating activities increased approximately $35.7M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher base rates.
Investing Activities
Cash flows used in investing activities increased approximately $160.3M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to the receipt of proceeds resulting from CEV's sale of the residential solar portfolio in the prior period, along with increased solar asset expenditures.
Financing Activities
Financing cash flows generally are seasonal in nature and are impacted by the volatility in pricing in the natural gas and other energy markets. NJNG's inventory levels are built up during its natural gas injection season (April through October) and reduced during withdrawal season (November through March) in response to the supply requirements of its customers. Changes in financing cash flows can also be impacted by natural gas management and marketing activities at ES and clean energy investments at CEV.
Cash flows from financing activities increased approximately $125.6M during the three months ended December 31, 2025, compared with the three months ended December 31, 2024, due primarily to higher proceeds from short-term debt and solar sale leasebacks, partially offset by lower proceeds from the waiver discount feature of the DRP.
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New Jersey Resources Corporation
Part I
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Continued)
Credit Ratings
The table below summarizes NJNG's credit ratings as of December 31, 2025, issued by two rating entities, Moody's and Fitch:
| Moody's | Fitch | |||||||
| Corporate Rating | N/A | A- | ||||||
| Commercial Paper | P-2 | F-2 | ||||||
| Senior Secured | A1 | A+ | ||||||
| Ratings Outlook | Stable | Stable | ||||||
The Moody's ratings and outlook were reaffirmed in June 2025. The Fitch ratings and outlook were reaffirmed in April 2025. NJNG's Moody's and Fitch ratings are investment-grade ratings. NJR is not rated by Moody’s or Fitch.
Although NJNG is not party to any lending agreements that would accelerate the maturity date of any obligation caused by a failure to maintain any specific credit rating, if such ratings are downgraded below investment grade, borrowing costs could increase, as would the costs of maintaining certain contractual relationships and future financing and our access to capital markets would be reduced. Even if ratings are downgraded without falling below investment grade, NJR and NJNG could face increased borrowing costs under their credit facilities. A rating set forth above is not a recommendation to buy, sell or hold NJR's or NJNG's securities and may be subject to revision or withdrawal at any time. Each rating set forth above should be evaluated independently of any other rating.
The timing and mix of any external financings will target a common equity ratio that is consistent with maintaining NJNG's current short-term and long-term credit ratings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Risk Management
Commodity Market Risks
Natural gas is a nationally traded commodity. Its prices are determined effectively by the NYMEX, ICE and over-the-counter markets. The prices on the NYMEX, CME, ICE and over-the-counter markets generally reflect the national balance of natural gas supply and demand, but are also significantly influenced from time to time by other events.
Our regulated and unregulated businesses are subject to market risk due to fluctuations in the price of natural gas. To economically hedge against such fluctuations, we have entered into forwards, futures, options and swap agreements. To manage these derivative instruments, we have well-defined risk management policies and procedures that include daily monitoring of volumetric limits and monetary guidelines. Our natural gas businesses are conducted through two of our operating subsidiaries. NJNG is a regulated utility that uses futures, options and swaps to provide relative price stability, and its recovery of natural gas costs is governed by the BPU. ES uses futures, options, swaps and physical contracts to economically hedge purchases and sales of natural gas.
The following table reflects the changes in the fair market value of financial derivatives related to natural gas purchases and sales:
| Balance | Increase (Decrease) | Less | Balance | |||||||||||||||||||||||
| (Thousands) | September 30, 2025 | in Fair Market Value | Amounts Settled | December 31, 2025 | ||||||||||||||||||||||
| NJNG | $ | 346 | (358) | — | $ | (12) | ||||||||||||||||||||
| ES | 7,344 | 943 | 2,167 | 6,120 | ||||||||||||||||||||||
| Total | $ | 7,690 | 585 | 2,167 | $ | 6,108 | ||||||||||||||||||||
There were no changes in methods of valuations during the three months ended December 31, 2025.
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New Jersey Resources Corporation
Part I
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
The following is a summary of fair market value of financial derivatives as of December 31, 2025, by method of valuation and by maturity for each fiscal year period:
| (Thousands) | 2026 | 2027 | 2028 - 2030 | After 2030 | Total Fair Value | |||||||||||||||||||||
| Price based on ICE | $ | 5,734 | 258 | 116 | — | $ | 6,108 | |||||||||||||||||||
The following is a summary of financial derivatives by type as of December 31, 2025:
| Volume Bcf | Price per MMBtu | Amounts included in Derivatives (Thousands) | |||||||||||||||
| NJNG | Futures | 29.0 | $3.40 - $4.36 | $ | (12) | ||||||||||||
| ES | Futures | (0.3) | $2.08 - $5.47 | 6,120 | |||||||||||||
| Total | $ | 6,108 | |||||||||||||||
The following table reflects the changes in the fair market value of physical commodity contracts:
| Balance | Increase | Less | Balance | |||||||||||||||||||||||
| (Thousands) | September 30, 2025 | (Decrease) in Fair Market Value | Amounts Settled | December 31, 2025 | ||||||||||||||||||||||
| NJNG - Prices based on other external data | $ | 28 | 433 | 526 | $ | (65) | ||||||||||||||||||||
| ES - Prices based on other external data | (4,788) | (1,941) | (169) | (6,560) | ||||||||||||||||||||||
| Total | $ | (4,760) | (1,508) | 357 | $ | (6,625) | ||||||||||||||||||||
Our market price risk is predominately linked with changes in the price of natural gas at the Henry Hub, the delivery point for the NYMEX natural gas futures contracts. Based on price sensitivity analysis, an illustrative 10% movement in the natural gas futures contract price, for example, increases (decreases) the reported derivative fair value of all open, unadjusted Henry Hub natural gas futures and fixed price swap positions by approximately $1.0M. This analysis does not include potential changes to reported credit adjustments embedded in the $5.9M reported fair value.
| Derivative Fair Value Sensitivity Analysis | |||||||||||||||||
| (Thousands) | Henry Hub Futures and Fixed Price Swaps | ||||||||||||||||
| Percent increase in NYMEX natural gas futures prices | 0% | 5% | 10% | 15% | 20% | ||||||||||||
| Estimated change in derivative fair value | $ | — | $ | (481) | $ | (963) | $ | (1,444) | $ | (1,925) | |||||||
| Ending derivative fair value | $ | 5,857 | $ | 5,376 | $ | 4,894 | $ | 4,413 | $ | 3,932 | |||||||
| Percent decrease in NYMEX natural gas futures prices | 0% | (5)% | (10)% | (15)% | (20)% | ||||||||||||
| Estimated change in derivative fair value | $ | — | $ | 481 | $ | 963 | $ | 1,444 | $ | 1,925 | |||||||
| Ending derivative fair value | $ | 5,857 | $ | 6,338 | $ | 6,820 | $ | 7,301 | $ | 7,782 | |||||||
Wholesale Credit Risk
The following is a summary of gross and net credit exposures, grouped by investment and non-investment grade counterparties, as of December 31, 2025. Gross credit exposure for ES is defined as the unrealized fair value of derivative and energy trading contracts plus any outstanding wholesale receivable for the value of natural gas or power delivered and/or financial derivative commodity contract that has settled for which payment has not yet been received. Gross credit exposure for S&T is defined as demand and estimated usage fees for contracted services and/or market value of loan balances for which payment has not yet been received. Net credit exposure is defined as gross credit exposure reduced by collateral received from counterparties and/or payables, where netting agreements exist. The amounts presented below exclude accounts receivable for NJNG retail natural gas sales and services.
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New Jersey Resources Corporation
Part I
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Continued)
ES's, CEV's and S&T's counterparty credit exposure as of December 31, 2025, is as follows:
| (Thousands) | Gross Credit Exposure | Net Credit Exposure | ||||||||||||
| Investment grade | $ | 101,354 | $ | 94,735 | ||||||||||
| Noninvestment grade | 20,515 | 4,505 | ||||||||||||
| Internally rated investment grade | 17,327 | 15,266 | ||||||||||||
| Internally rated noninvestment grade | 32,075 | 12,203 | ||||||||||||
| Total | $ | 171,271 | $ | 126,709 | ||||||||||
NJNG's counterparty credit exposure as of December 31, 2025, is as follows:
| (Thousands) | Gross Credit Exposure | Net Credit Exposure | ||||||||||||
| Investment grade | $ | 16,254 | $ | 11,023 | ||||||||||
| Noninvestment grade | 16,915 | — | ||||||||||||
| Internally rated investment grade | 341 | 272 | ||||||||||||
| Internally rated noninvestment grade | 4,120 | 1,488 | ||||||||||||
| Total | $ | 37,630 | $ | 12,783 | ||||||||||
Due to the inherent volatility in the market price for natural gas, electricity and RECs, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If a counterparty failed to perform the obligations under its contract (for example, failed to make payment for natural gas received), we could sustain a loss. This loss would comprise the loss on natural gas delivered but not paid for and/or the cost of replacing natural gas not delivered or received at a price that exceeds the original contract price. Any such loss could have a material impact on our financial condition, results of operations or cash flows.
Effects of Interest Rate Fluctuations
We are also exposed to changes in interest rates on our debt hedges and variable rate debt. We do not believe an immediate 10% increase or decrease in interest rates would have a material effect on our operating results or cash flows.
Information regarding NJR's interest rate risk can be found in Item 3. Quantitative and Qualitative Disclosures About Market Risks and the Liquidity and Capital Resources - Debt section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Effects of Inflation
Any change in price levels has an effect on operating results due to the capital-intensive and regulated nature of our utility subsidiary. The Company’s operations are sensitive to increases in the rate of inflation because of its operational and capital spending requirements in both its regulated and non-regulated businesses. We attempt to minimize the effects of inflation through cost control, productivity improvements and regulatory actions, when appropriate. See Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K for additional information related to the impact of recent increases in inflation rates.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of end of the period covered by this report, our disclosure controls and procedures are effective, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There has been no change in internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
55
ITEM 1. LEGAL PROCEEDINGS
Information regarding reportable legal proceedings is contained in Part I, Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended September 30, 2025, and is set forth in Part I, Item 1, Note 13. Commitments and Contingent Liabilities-Legal Proceedings on the Unaudited Condensed Consolidated Financial Statements, which is incorporated by reference. No legal proceedings became reportable during the quarter ended December 31, 2025, and there have been no material developments during such quarter regarding any previously reported legal proceedings, which have not been previously disclosed.
ITEM 1A. RISK FACTORS
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical, under the circumstances, some level of risk and uncertainty will always be present. Part I, Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K includes a detailed discussion of our risk factors. Those risks and uncertainties have the potential to materially affect our financial condition and results of operations. There have been no material changes in our risk factors from those previously disclosed in Part I, Item 1A, of our 2025 Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth our repurchase activity for the quarter ended December 31, 2025:
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs | |||||||||||||
| 10/1/25 - 10/31/25 | — | — | — | 1,685,053 | |||||||||||||
| 11/1/25 - 11/30/25 | — | — | — | 1,685,053 | |||||||||||||
| 12/1/25 - 12/31/25 | — | — | — | 1,685,053 | |||||||||||||
| Total | — | — | — | 1,685,053 | |||||||||||||
The stock repurchase plan, which was authorized by our Board of Directors, became effective in September 1996 and as of December 31, 2025, included 19.5M shares of common stock for repurchase, of which, approximately 1.7M shares remained available for repurchase. The stock repurchase plan will expire when we have repurchased all shares authorized for repurchase thereunder, unless the repurchase plan is earlier terminated by action of our Board of Directors or further shares are authorized for repurchase.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, no director or officer (as defined by Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:
On December 12, 2025, Roberto Bel, our Senior Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement, which is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Rule 10b5-1 trading arrangement provides for sales of up to 6,105 shares of our common stock beginning on March 16, 2026 until December 31, 2026, or once all of the shares have been sold. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.
On December 12, 2025, Richard Reich, our Senior Vice President and General Counsel, adopted a Rule 10b5-1 trading arrangement, which is intended to satisfy the affirmative defense of Rule 10b5-1(c). The Rule 10b5-1 trading arrangement provides for sales of up to 5,449 shares of our common stock beginning on March 19, 2026 until July 31, 2026, or once all of the shares have been sold. Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.
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New Jersey Resources Corporation
Part II
ITEM 6. EXHIBITS
| Exhibit Number | Exhibit Description | ||||
| 10.1+ | |||||
| 10.2+ | |||||
| 10.3+ | |||||
| 10.4 | New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Restricted Stock Units Agreement Fiscal Year 2026 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, as filed on November 6, 2025) | ||||
| 10.5 | New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement – Total Shareholder Return Fiscal Year 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on November 6, 2025) | ||||
| 10.6 | New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance Share Units Agreement – NFE Fiscal Year 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, as filed on November 6, 2025) | ||||
| 10.7 | New Jersey Resources Corporation 2017 Stock Award and Incentive Plan Performance-Based Restricted Stock Unit Agreement Fiscal Year 2026 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, as filed on November 6, 2025). | ||||
| 31.1+ | |||||
| 31.2+ | |||||
| 32.1+ † | |||||
| 32.2+ † | |||||
| 101+ | Interactive Data File (Form 10-Q, for the fiscal period ended December 31, 2025, furnished in iXBRL (Inline eXtensible Business Reporting Language)) | ||||
| 104+ | Cover Page Interactive Data File included in Exhibit 101 | ||||
________________________________
+ Filed herewith.
† This certificate accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by NJR for purposes of Section 18 or any other provision of the Exchange Act.
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New Jersey Resources Corporation
Part II
SIGNATURES
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 thereunto duly authorized.
| NEW JERSEY RESOURCES CORPORATION | ||||||||
| (Registrant) | ||||||||
| Date: | February 3, 2026 | |||||||
| By:/s/ Stephen M. Skrocki | ||||||||
| Stephen M. Skrocki | ||||||||
| Chief Risk Officer (Principal Accounting Officer) | ||||||||
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