New Jersey Resources Corporation
10/23/2026 | Press release | Distributed by Public on 10/23/2026 06:01
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01
Entry into a Material Definitive Agreement.
The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 22, 2026, New Jersey Natural Gas Company ("NJNG"), a wholly-owned subsidiary of New Jersey Resources Corporation ("NJR") issued and sold $50,000,000 of NJNG's 5.43% Senior Notes, Series 2026C, due October 22, 2036 (the "Notes") to certain institutional investors in the private placement market pursuant to a previously-announced Note Purchase Agreement, dated August 20, 2026 (the "Note Purchase Agreement").
The Notes are secured by an equal principal amount of NJNG's First Mortgage Bonds issued under the Amended and Restated Indenture of Mortgage, Deed of Trust and Security dated September 1, 2014 between NJNG and U.S. Bank National Association, as Trustee, as predecessor in interest to U.S. Bank Trust Company, National Association, in its capacity as Trustee, as heretofore amended and supplemented and further amended and supplemented by the Nineteenth Supplemental Indenture dated as of October 1, 2026 (the "Nineteenth Supplemental Indenture"). Accordingly, the Notes are secured ratably with NJNG's First Mortgage Bonds in the collateral pledged to secure such bonds. NJR will not be obligated directly or contingently with respect to the Notes or the First Mortgage Bonds.
The proceeds of the Notes will be used for general corporate purposes, including, but not limited to, refinancing or retiring short-term debt and funding capital expenditures.
Interest will accrue on the Notes at 5.43% per annum and will be payable on October 22 and April 22 of each year, beginning on April 22, 2027, and ending on the maturity date of October 22, 2036. NJNG may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the aggregate principal amount so prepaid together with interest accrued thereon to the date of such prepayment and the make-whole amount (as such term is defined in the Note Purchase Agreement) determined for the prepayment date with respect to such principal amount. The Notes are also subject to required prepayments upon the occurrence of certain events. The Notes are not registered under the Securities Act of 1933, as amended ("Securities Act"), or under the securities laws of any jurisdiction. The Notes are subject to certain restrictions on transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The foregoing description of the Nineteenth Supplemental Indenture is qualified in its entirety by reference to the entire Nineteenth Supplemental Indenture attached hereto as Exhibit 4.1 and incorporated herein by reference.
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