UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~ 20January 25, ~~2022~~2023

SOUTH JERSEY INDUSTRIES, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

New Jersey	1-6364	22-1901645
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1 South Jersey Plaza, Folsom, NJ 08037 ~~(Address of principal executive offices) (Zip Code)~~

(~~609)~~Address ~~561-9000~~of ~~(Registrant’s~~Principal ~~telephone~~Executive ~~number,~~Offices) ~~including~~(Zip ~~area code~~Code)

(~~Former Name or Former Address, if Changed Since Last Report~~609) ~~N/A~~561-9000

(Registrant's Telephone Number, Including Area Code)

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SJI	New York Stock Exchange
Common Stock - $1.25 par value per share	SJI	New York Stock Exchange
5.625% Junior Subordinated Notes due 2079	SJIJ	New York Stock Exchange
Corporate Units	~~SJIU~~SJIV	New York Stock Exchange

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

Emerging growth company ☐

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

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnMerger ~~December~~Approvals 20, 2022, South Jersey Industries, Inc. (the “Company”) entered into an unsecured $150 million term loan credit agreement (the “Term Loan Agreement”) with KeyBank National Association (“KeyBank”) as Administrative Agent and ~~lender. The~~Expected ~~entire~~Closing amount was borrowed on December 20, 2022, and any amounts repaid prior to the maturity date cannot be reborrowed. The Company expects to use the net proceeds of the borrowing for the repayment of certain indebtedness as well as working capital and other general corporate purposes.Date

~~The~~As ~~Company~~ previously ~~announced~~disclosed, ~~that~~on itFebruary ~~has~~23, 2022, South Jersey Industries, Inc. (the “Company”) entered into an ~~agreement~~Agreement and ~~plan~~Plan of ~~merger~~Merger ~~pursuant~~(the to“Merger Agreement”) ~~which~~by and among the Company, ~~would~~NJ ~~become~~Boardwalk Holdings LLC, a ~~wholly-owned subsidiary~~Delaware oflimited anliability ~~affiliate~~company of(“Parent”), ~~Infrastructure~~and ~~Investments~~Boardwalk ~~Fund~~Merger ~~(the~~Sub, Inc., a New Jersey corporation and wholly owned subsidiary of Parent (“~~IIF~~Merger ~~Acquisition~~Sub”). ~~The~~ ~~maturity~~Pursuant ~~date~~to ofthe Merger Agreement, on the ~~term~~terms ~~loan~~and issubject ~~March~~to ~~20,~~the ~~2023,~~conditions orset forth therein, ifMerger ~~earlier~~Sub will merge with and into the Company (the “Merger”), with the ~~date~~Company ~~that~~continuing as the ~~IIF Acquisition~~surviving iscorporation ~~consummated~~in the Merger and becoming a wholly owned subsidiary of Parent. On Parent and Merger Sub are part of the ~~maturity~~Infrastructure ~~date~~Investments Fund, ~~the~~a ~~principal~~private ~~and~~investment ~~any~~vehicle ~~accrued~~focused ~~but~~on ~~unpaid~~investing ~~interest~~in ~~must~~critical beinfrastructure ~~paid~~assets.

~~The~~On ~~term~~January ~~loan~~25, ~~bears~~2023, ~~interest~~the atCompany issued a ~~variable~~press ~~base~~release ~~rate~~announcing orthat athe ~~variable~~parties ~~secured~~had ~~overnight~~received ~~financing~~the ~~rate~~approval ~~(as~~of ~~defined~~the inNew ~~the~~Jersey ~~Term~~Board ~~Loan~~of ~~Agreement,~~Public ~~“SOFR”),~~Utilities to atconsummate the ~~Company’s election~~Merger. ~~Interest~~ onThe ~~base~~Company ~~rate~~previously ~~loans~~received ~~will~~approvals berequired ~~equal~~ to ~~0.5%~~consummate ~~plus~~ the ~~highest~~Merger ~~of:~~from ~~(a)~~ the ~~daily~~Federal ~~“prime~~Energy ~~rate”~~Regulatory ofCommission, ~~KeyBank; (b)~~ the Federal ~~Funds~~Communications ~~Rate~~Commission, ~~plus~~the ~~0.5%;~~Federal ~~(c)~~Trade ~~the Adjusted~~Commission ~~Term~~and ~~SOFR~~the ~~(as~~Antitrust ~~defined~~Division inof the Department ~~Term~~of ~~Loan~~Justice. ~~Agreement)~~A ~~for~~copy aof ~~one-month~~the ~~interest~~press ~~period~~release ~~rate~~is ~~plus~~filed ~~1%,~~herewith ~~and~~as ~~(d)~~Exhibit 199.~~00%. Interest~~1 onto ~~SOFR~~this ~~loans~~Current ~~will~~Report beon ~~determined~~Form by8-K ~~reference~~and tois ~~Adjusted~~incorporated ~~Term~~herein ~~SOFR~~by ~~plus 1~~reference.~~5%.~~

The ~~Term~~Company ~~Loan~~expects ~~Agreement~~the ~~contains~~Merger ~~customary~~to ~~representations,~~close ~~warranties~~on ~~and~~or ~~covenants~~around February 1, ~~including~~2023, asubject ~~financial~~to ~~covenant~~satisfaction ~~limiting~~or waiver of the ~~ratio~~remaining ofconditions ~~Indebtedness~~to the closing of the Merger. As a result of the ~~Company~~Merger, ~~and~~shares ~~its~~of ~~subsidiaries~~common onstock, a$1.25 ~~consolidated~~par ~~basis~~value toper ~~Consolidated~~share, ~~Total~~of ~~Capitalization~~the Company (asthe ~~such~~“Company ~~terms~~Common ~~are~~Stock”) ~~defined~~will incease to be listed for trading on the ~~Term~~New ~~Loan~~York ~~Agreement~~Stock Exchange (the “NYSE”). ofIn ~~not~~connection ~~more~~with ~~than~~the ~~0.70~~Merger, the Company also has provided notice to 1NYSE that it is voluntarily delisting its 5.0,625% Junior Subordinated Notes due 2079 and ~~customary~~its ~~events~~Corporate ofUnits ~~default~~from the NYSE. A Form 25 with respect to the delisting will be filed on or about February 6, 2023.

~~KeyBank~~Stub ~~and~~Period its affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services or other services for the Company or its affiliates, and affiliates of KeyBank have served in the past as underwriters in public offerings of securities by the Company or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.Dividend

AThe ~~copy~~Company expects that prior to the closing of the ~~Term~~Merger, ~~Loan~~the ~~Agreement~~Board isof ~~filed~~Directors of the Company (the “Board”) will declare a “stub period” dividend as allowed ~~Exhibit~~by 10the terms and provisions of the Merger Agreement.1 toThe ~~this~~Company ~~Current~~expects ~~Report~~that onthe ~~Form~~dividend, ~~8-K~~as and iswhen ~~incorporated~~declared by ~~reference~~the ~~into~~Board, ~~this~~will ~~Item~~be 1in an amount equal to $0.~~01.~~1499 ~~The~~per share of Company Common Stock (which reflects the most recent regular ~~foregoing~~ quarterly ~~summary~~dividend rate of $0.3100 per share, divided by 91 days, and multiplied by the ~~Term~~number ~~Loan~~of ~~Agreement~~days from and including December 20, 2022, the day after the record date for the most recent regular quarterly Company Common Stock dividend, to and including the day on which the Merger occurs, which is ~~qualified~~expected into ~~its~~be ~~entirety~~February 1, 2023). The Company expects that the “stub period” dividend, as and when declared by ~~reference~~the Board, will be payable to the ~~text~~holders of ~~the~~record ~~Term~~of ~~Loan~~Company ~~Agreement~~Common ~~filed~~Stock as ~~Exhibit~~of the ~~10.1~~close toof ~~this~~business ~~Current~~on ~~Report~~the last day that Company Common Stock is traded on ~~Form~~the 8NYSE, Kwhich is expected to be February 1, 2023, subject to the satisfaction of conditions to closing.

Item 29.~~03.~~01 ~~Creation of a Direct~~ Financial ~~Obligation~~and ~~or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

~~The~~Exhibit ~~information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.~~Index

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release issued by South Jersey Industries, Inc. on January 25, 2023
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

~~(d) Exhibits~~SIGNATURE

	10.1	Credit Agreement dated as of December 20, 2022 between the South Jersey Industries, Inc. and KeyBank National Association, as administrative agent and lender.
	104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

	SOUTH JERSEY INDUSTRIES, INC.

Date: January 25, 2023	/s/ Michael J. Renna
	Michael J. Renna
	President and CEO

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 hereunto duly authorized.

	SOUTH JERSEY INDUSTRIES, INC.
Dated: December 23, 2022	By:	/s/ Steven R. Cocchi

Name: Steven R. Cocchi Title: Senior Vice President & Chief Financial Officer

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