Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in providing reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In addition, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to achieve the foregoing objectives. A control system cannot provide absolute assurance, however, that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
The Management of Artesian Resources Corporation is responsible for establishing and maintaining adequate internal control over its financial reporting. Artesian Resources Corporation’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Artesian Resources Corporation’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control Integrated Framework (2013).” Based on this assessment, Management determined that at December 31, 2025, the Corporation’s internal control over financial reporting was effective.
(c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Date: March 16, 2026
CHIEF EXECUTIVE OFFICER:
CHIEF FINANCIAL OFFICER:
/s/ NICHOLLE R. TAYLOR
/s/ DAVID B. SPACHT
Nicholle R. Taylor
David B. Spacht
ITEM 9B. OTHER INFORMATION
Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended December 31, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
On March 13, 2026, Artesian Water Maryland and
CoBank entered into a Master Loan Agreement, or the MLA, and supplement to the
MLA, in which CoBank will make a single loan to Artesian Water Maryland in a
principal amount not to exceed $10 million, as further discussed in Note 18 –
Subsequent Events. Artesian Water
Maryland agrees to pay interest on the unpaid principal balance of the loans at
6.14% per annum. Interest shall be calculated
and paid quarterly in arrears on the thirtieth (30th) day of each of March,
June, September and December. Artesian
Water Maryland agrees to repay the loan in eighty consecutive quarterly
installments, each due on the thirtieth (30th) day of each March, June,
September, and December, with the first installment due on June 30, 2026, and
the last installment due on March 13, 2046.
The amount of each installment shall be the same principal amount that
would be required to be repaid if the loan was scheduled to be repaid in level
installments of principal and interest and such schedule was calculated
utilizing 6.14% as the rate accruing on the loan; provided, however, that the
last installment of the loan shall be in an amount equal to the then unpaid
principal balance of the loan. Closing
on the debt financing was approved by the Maryland Public Service Commission on
March 2, 2026. The foregoing summary is
qualified in its entirety by reference to the text of the MLA and the
Supplement and the Guarantee of Payment, copies of which are filed as Exhibit
4.26 and Exhibit 4.27, respectively, hereto and are incorporated by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Name
Age
Position
Nicholle R. Taylor
58
Biography: Chair of the Board of Directors of the Company,
or the Board, commencing February 2025 and a director since 2007. Ms. Taylor
has served as President and Chief Executive Officer since February 2025. Ms.
Taylor previously served as Interim President and Chief Executive Officer
between January 3, 2025 and February 2025 and served as Senior Vice President
of the Company from May 9, 2012 until her appointment as the Company’s
President and Chief Executive Officer. She has also served as President of
Artesian Water Company since August 16, 2021. Previously Ms. Taylor served as
Chief Operating Officer of Artesian Water Company from August 2019 to August
2021. She was Vice President of the Company from May 2004 to May 2012. Ms.
Taylor has been employed by the Company since 1991 and has held various
management level and operational positions within the Company. Ms. Taylor is
the niece of Dian C. Taylor and the cousin of John R. Eisenbrey, Jr.
Qualifications: Ms.
Nicholle Taylor has over thirty years of experience with the Company in a
variety of field, office, and managerial positions. The Board has determined
that the range of her experience across various company functions gives her a
clear perception of how the Company operates, thus enhancing the Board’s
ability to know the Company’s current capabilities and limitations, and
qualifies her to serve as a director. Ms. Taylor serves on the Board of
Directors of the National Association of Water Companies, a trade organization
of the investor-owned water utility industry. Ms. Taylor previously served on
the Board of Directors and as President of the Committee of 100, which is a
business organization that promotes responsible economic development in the
state of Delaware. In 2019, Ms. Taylor was appointed to the Board of Directors
of the Delaware Nature Society, a non- profit organization dedicated to
connecting people with the natural world to improve the environment through
education, advocacy, and conservation.
John R. Eisenbrey, Jr.
70
Biography: Director since 1993 – Small Business Executive.
For more than 40 years, Owner and President of Bear Industries, Inc., a
contracting firm providing building fire sprinkler protection installations for
businesses throughout the Delmarva Peninsula. Mr. Eisenbrey served on the Board
of Trustees of St. Andrews School between 2021 and 2024. Mr. Eisenbrey is the
nephew of Dian C. Taylor and the cousin of Nicholle R. Taylor. He serves on the
Audit; Governance and Nominating; and Compensation Committees.
Qualifications: The Board has determined that Mr. Eisenbrey’s
hands-on experience as a business owner in one of our primary geographic
regions qualifies him to be a member of the Board. For more than 40 years, Mr.
Eisenbrey has been the Owner and President of a privately held contracting firm
providing fire sprinkler protection installations for businesses throughout the
Delmarva Peninsula. Mr. Eisenbrey is a past President of the Delaware
Contractors Association. Mr. Eisenbrey’s operating business background provides
experience with operational, technical, and regulatory matters also applicable
to our water business.
Michael Houghton, Esq.
69
Biography: Director appointed September 2018 – Mr. Houghton
retired as of January 1, 2022 as Partner from the law firm of Morris Nichols
Arsht & Tunnell in Wilmington, Delaware, and continued as special counsel
to the firm until September 30, 2023. He was admitted to practice law in
Delaware in 1982, before the U.S. District Court for the District of Delaware
in 1983 and before the U.S. Court of Appeals for the Third Circuit in 1985. He
served a clerkship with the Delaware Court of Chancery in 1982-1983. Mr. Houghton’s
legal expertise involved the representation of governmental entities, such as
the Delaware River & Bay Authority. He has also represented banks, trust
companies, insurance companies and public utilities in commercial transactions
and before regulatory authorities and state, county, and local governments and
in legislative and public policy matters before Delaware government. Mr.
Houghton has also advised numerous entities, including Fortune 500 companies,
on unclaimed property issues and has represented numerous companies in
connection with unclaimed property audits and voluntary disclosure matters. He
has been selected for inclusion in The Best Lawyers in America from 2009-2023.
Mr. Houghton is a member of the Board of Governors of the Delaware State Chamber
of Commerce and the Rockefeller Trust Company of Delaware. He is a past member
of the Pete du Pont Freedom Foundation, the Board of the Delaware Bar
Foundation, a Trustee of the Uniform Law Foundation, a Past President of the
Delaware State Bar Association and a Past President of the National Conference
of Commissioners on Uniform State Laws. He was appointed in 2017 by Delaware
Governor John Carney to serve as Chair of the Delaware Economic and Financial
Advisory Council and in 2023 to the Delaware Marijuana Appeals Commission and
the Delaware Environmental Appeals Board and in December 2024 to the Delaware
River and Bay Authority. Mr. Houghton serves on the Audit; Compensation; and
Governance and Nominating Committees.
Qualifications: Mr. Houghton’s legal and regulatory experience
and extensive involvement in Delaware legislative and public policy matters are
attributes that provide valuable insight and benefit as the Company continues
its growth in Delaware. The Board has determined that Mr. Houghton’s more than
40 years of experience makes him well qualified to serve on the Board.
Salvatore J. Rossi, Jr.
59
Biography :
Director since July 2025. Mr.
Rossi retired June 2025 from Bank of America, where he served as head of
Prepaid Card Unemployment Programs at Bank of America, N.A. from September 2021
through June 2025 and President of Bank of America Delaware from April 2010
through June 2025. He joined Bank of America full-time in 1989 and prior to his
most recent role, starting in 2018, he held the position of Global Compliance
and Operational Risk Operations executive. Previously, he was also Bank of
America’s Consumer and Global Wealth & Investment Management Chief Risk
Officer. Mr. Rossi serves on the Boards of Delaware State University,
Christiana Care, The Grand Opera House and REACH Riverside. He is also a member of the Delaware State
Chamber of Commerce Board of Governors.
Qualifications: The Board determined that Mr. Rossi’s vast financial
expertise, along with his extensive knowledge in risk management and
understanding of the Delaware community, make him well qualified to serve on
the Board. Mr. Rossi serves on the Company’s Audit Committee, Compensation
Committee and Governance and Nominating Committee.
Dian C. Taylor
80
Biography: Director since 1991 – Chair of the Board from
July 1993 to February 2025. Ms. Taylor served as Chief Executive Officer of the
Company from September 1992 to January 2025. Prior to joining the Company, Ms.
Taylor had extensive marketing and small business ownership experience. She was
formerly a consultant to the Small Business Development Center at the
University of Delaware from February 1991 to August 1991 and Owner and
President of Achievement Resources Inc. from 1977 to 1991. Achievement
Resources, Inc. specialized in strategic planning, marketing, entrepreneurial
and human resources development consulting. Ms. Taylor was a marketing director
for SMI, Inc. from 1982 to 1985. Ms. Taylor is the aunt of John R. Eisenbrey,
Jr. and Nicholle R. Taylor.
Qualifications: Ms.
Dian Taylor’s experience as President and Chief Executive Officer of the
Company for over 32 years gives her extensive knowledge regarding the Company
and the complex issues facing smaller companies. Ms. Taylor has served as
President of the National Association of Water Companies, a trade organization
of the investor-owned water utility industry. Ms. Taylor also has served as a
Commissioner for the Delaware River and Bay Authority, on the Delaware Economic
and Financial Advisory Council, as a Regional Advisory Board Member for
Citizens Bank, on the Board of Governors of the Delaware State Chamber of
Commerce, on the Executive Committee of the Delaware Business Round Table,
American Heart Association, Committee of 100 and the Delaware Council on Economic
Education, and as a Trustee of the Delaware Grand Opera and the Christiana Care
Hospital. The Board views Ms. Taylor’s experience with various aspects of the
utility industry and her demonstrated leadership roles in business and
community activities as important qualifications, skills, and experiences for
the Board’s conclusion that Ms. Taylor should serve as a director of the
Company.
David B. Spacht
66
Chief Financial Officer of the Company since January 1995 and President of Artesian
Wastewater Management, Inc. since August 2019. Mr. Spacht joined the Company in
1980 and has held various executive and management level positions. Mr. Spacht
has worked closely with the Public Service Commission for over 40 years on
developing rates and regulations in Delaware. He has also worked closely with
the Maryland Public Service Commission developing rates and regulations as a
result of filing for acquisitions. He was selected by the National Association
of Regulatory Utility Commissioners Subcommittee on Education as an instructor
for their semi-annual course on rate making. Mr. Spacht is a member of several national and
local organizations, including the National Association of Water Companies,
having served on their Finance Committee for 32 years, and most recently in
2015 joining the Rate and Regulatory Committee.
He is also a member of the American Water Works Association; the
National Association of Regulatory Utility Commissioners; the International
Organization of Management Accountants; and Special Olympics Delaware
Joseph A. DiNunzio,
CPA, CGMA
63
Prior to retirement on February 6, 2026,
Executive Vice President and Secretary of the Company since May 2007 and President of Artesian Water Maryland, Inc.
since May 2017. Mr. DiNunzio previously served as Senior Vice President and
Secretary since March 2000 and as Vice President and Secretary since January
1995. He served as Secretary of Artesian Resources Corporation and Subsidiaries
from July 1992 to January 1995. Prior to joining Artesian in 1989, Mr. DiNunzio
was employed by PriceWaterhouseCoopers LLP. He earned a B.S. in Commerce, with
concentration in accounting, from the McIntire School of Commerce at the
University of Virginia. Mr. DiNunzio is Past Chairman of the Board of
the Cecil County Chamber of Commerce and served on the Board of the Cecil
Business Leaders from June 2013 to January 2023. He is Past Chairman of the
Delaware Chapter of the National Association of Water Companies. Mr. DiNunzio
is a member of the American Institute of Certified Public Accountants and the
Pennsylvania Institute of Certified Public Accountants.
Jennifer L. Finch, CPA
57
Senior Vice President of
Finance & Corporate Treasurer of the Company since November 2020. Prior to that, Ms. Finch was the Assistant
Treasurer and Vice President of Finance. Ms. Finch is responsible for the oversight
of all aspects of accounting and tax‐related matters, corporate financing, and
serves as the principal accounting officer. Prior to joining the Company in 2008, Ms. Finch
held various accounting positions for Handler Corporation, a homebuilder and
developer located in Wilmington, Delaware, where she worked for 14 years. She
also worked 4 years for a local certified public accounting firm and has more
than 35 years of accounting, auditing, and tax experience. Ms. Finch is a
member of the American Institute of Certified Public Accountants and the
Delaware Society of Certified Public Accountants.
John M. Thaeder
67
Prior to retirement on February 13, 2026, Senior
Vice President of Operations of the Company since May 2007. Mr. Thaeder served as an officer since
February 1998. Prior to joining the Company, Mr. Thaeder was with Hydro Group,
Inc. from 1996 to 1998 as Southeastern District Manager of Sales and Operations
from Maryland to Florida. During 1995 and 1996, he was Sales Manager of the
Northeast Division with sales responsibilities from Maine to Florida.
Previously, he served as District Manager of the Layne Well and Pump Division
of Hydro Group.
Pierre A. Anderson
47
Chief Information Officer and Senior Vice
President of the Company since May 19,
2021. Mr. Anderson previously served as Vice President, Director, and Manager
of Information Technologies since his December 2006 arrival to the Company.
Prior to joining the Company, Mr. Anderson was employed by the Christina School
District as Manager, Project & Support Services. From 2000 to 2005, while
with MBNA (now Bank of America), he served in several information technology
roles. He received his Bachelors of Science degree in Computer Science from
Delaware State University and both an MBA and Masters of Science in Information
Systems & Technology Management from the University of Delaware’s Lerner
College of Business & Economics. Mr. Anderson serves on the Boards of Easterseals
of Delaware & Maryland’s Eastern Shore (Chair), Delaware State Chamber of
Commerce, Bancroft Construction Company, and the Delaware Economic &
Forecasting Advisory Council (DEFAC).
Courtney A. Emerson, Esq.
42
General
Counsel and Secretary of
the Company since February 6, 2026. Previously, General Counsel and Assistant Secretary of the Company since
November 2022. Prior to joining the Company in 2021, Ms. Emerson practiced law at Fox Rothschild LLP. She previously served
as an emergency manager for the State of Delaware for nearly a decade and was
an educator at a multinational bank. She earned her J.D. from the Delaware Law
School of Widener University and her B.A. in Political Science from the
University of Delaware. Ms. Emerson is a member of the General Counsel
Section of the National Association of Water Companies, the American Bar
Association, the Delaware State Bar Association, and the University of Delaware
Alumni Lawyers Society. She has served as Vice Chair of the Environmental
Section of the Delaware State Bar Association, as Vice Chair of the American
Bar Association’s Disaster Legal Services Team, and as Vice President of the
University of Delaware Alumni Lawyers Society.
Raymond T. Kelly, CPA, CISA
41
Vice President of Information Technology for
the Company since November 4, 2022. Mr.
Kelly joined Artesian in 2013 as Manager of Business Applications and was
promoted to the Director of Information Technology in 2016. Prior to joining
the Company he served as a Manager for PricewaterhouseCoopers, where he
progressively advanced from an Associate; leading information technology
audits, financial audits of publicly traded institutions, and utility meter to
cash system engagements. During his time at Artesian, Mr. Kelly, who is
responsible for all Information Technology functions, has directly led and
overseen all enhancements to the technology portfolio including; enterprise
applications, infrastructure, business process automation, analytics, and
cybersecurity. Mr. Kelly earned both a Bachelor of Science in
Computer Science and Business and a Bachelor of Science in Business and
Economics from Lehigh University. He is a Certified Public Accountant, a
Certified Information Systems Auditor, and a Chartered Global Management
Accountant. He serves on the Finance Committee of the Boys & Girls Club of
Delaware and is a member of the American Institute of Certified Public
Accountants.
Daniel W. Konstanski
41
Mr. Konstanski is a Board Certified,
Professional Engineer since 2005 in the water and wastewater industry. He
joined the Company in March of 2014 as a Senior Engineer, was appointed Manager
of Engineering in 2019 and was named Vice President of Engineering in October
2022. Mr. Konstanski is responsible for managing and overseeing the Engineering
Department’s operation and staff as well as directly managing capital projects.
His team includes engineers, project managers and subject matter experts who shepherd,
analyze, and manage Artesian’s extensive water and wastewater assets including
treatment, pipeline hydraulics, system modeling, pumped networks, and
regulatory matters. During his time at Artesian Mr. Konstanski has managed the
permitting, design and construction of multiple new water and wastewater
treatment plants as well as renovations of numerous existing facilities,
overseen the development of state-of-the-art digital models for both the water
and wastewater systems, led efforts to increase self-sufficiency by hundreds of
millions of gallons per year and provided input on Artesian’s purchase of
multiple additional water and wastewater systems. Mr. Konstanski earned his Bachelor of Science in
Civil Engineering from Michigan Technological University and his Board
Certification from the American Academy of Environmental Engineers. He has been
a Licensed Professional Engineer since 2010. Mr. Konstanski is a member of the
American Water Works Association and the Water Environment Federation.
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Corporate Governance
The executive officers are elected or approved by our Board, or the Board of our appropriate subsidiary, to serve until his or her successor is appointed or shall have been qualified or until earlier death, resignation or removal.
In accordance with the provisions of the
Company's By-laws, the Board is divided into three classes. Members of each class serve for three years
and one class is elected each year to serve a term until his or her successor
shall have been elected and qualified or until earlier resignation or
removal. Mr. John R. Eisenbrey, Jr. and
Ms. Dian C. Taylor have been nominated for election to the Board of Directors
at the Annual Meeting of stockholders to be held on May 6, 2026, to serve for a
term lasting until the annual meeting of stockholders to be held in 2029, or
until his/her earlier resignation or removal.
The Board has established three standing
committees: the Audit Committee, the Compensation Committee and the Governance
and Nominating Committee. Information
with respect to the Audit, Compensation and Governance and Nominating
Committees is set forth below. In
addition, the charter for each of the three standing committees of the Board is
available on our website, www.artesianwater.com. During the year ended December 31, 2025, the
Board held 12 meetings. All incumbent
directors attended at least 75% of the aggregate number of meetings of the
Board and the committees on which they served, with the exception of Dian
Taylor who attended 66.67% of the aggregate meetings.
Dian C. Taylor, the Company's former Chief
Executive Officer, served as Chair of the Board until February 2025. Nicholle R. Taylor was appointed to serve as
both Chief Executive Officer and Chair of the Board in February 2025. The Board, after considering the size of the
Company and the composition of the Board, determined that the combined
structure was appropriate. The Board
determined that having one person serving as Chair of the Board and Chief
Executive Officer ensured a unified leadership of the Board and management and
provided potential efficiency in the execution of the strategies and visions of
the Board and management. The Board
believed that Ms. Taylor's experience and operational knowledge of the business
enabled her to effectively perform both roles.
Given the limited number of Board members and the practice of open
communication with the entire Board, the Company does not have a lead
independent director. The Board meets as
often as needed and at least twice a year in executive session without any
management or non-independent directors present. The Board believes this is an appropriate
structure for the Company which provides the appropriate independent
oversight. In addition, the Audit
Committee and the Compensation Committee regularly consult with the Company's
General Counsel to review the various types of risks that affect the Company
and to consult on strategies to anticipate such risks. The Board believes this structure has been
effective. The Board meets with
management on a regular basis to review operational reports, financial updates,
strategic development and other matters.
Frequent meetings help to promote and ensure open communication with the
management team. All Board members are
engaged and remain actively involved in their oversight roles. The Board is
responsible for oversight of the Company's risk management process. The senior management team is responsible for
identifying risks, managing risks and reporting and communicating risks back to
the Board.
Communications with Directors
Any stockholder wishing to communicate with a director may do so by contacting the Company’s Secretary, which will pass to the director written, e-mail or phone communications. The Board has authorized the Secretary to screen frivolous or unlawful communications or commercial advertisements. You may reach the Secretary at Artesian Resources Corporation, 664 Churchmans Road, Newark, DE 19702.
Director Compensation
In May 2025, it was approved that each non-employee director shall receive an annual retainer fee of $95,000, to be paid quarterly, and to be prorated based on such director's date of election or retirement. Directors do not receive any additional meeting fees.
In 2025, our directors, other than Dian C.
Taylor and Nicholle R. Taylor, whose fees as directors are included in the
Summary Compensation Table, received the following compensation:
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2025 Non-Employee Director Compensation Table
Name
Fees Earned or
Paid in
Cash
($)
Stock
Awards
($)(1)
All other Compensation
($)
Total
($)
Kenneth R. Biederman (retired in May 2025)
23,750
0
---
23,750
John R. Eisenbrey, Jr.
95,000
34,270
---
129,270
Michael Houghton
95,000
34,270
---
129,270
Salvatore J. Rossi, Jr. (director as of July
2025)
55,500
33,960
---
89,460
1) On May 5, 2025, John Eisenbrey and Michael Houghton each received a restricted stock award of 1,000 shares of Class
A Non-Voting Stock. The fair market
value per share was $34.27, the closing price of the Class A Non-Voting Stock
as recorded on the Nasdaq Global Select Market on May 5, 2025. Subject to continued service, the restricted
shares vest May 6, 2026, one year from the date of grant. On July 1, 2025 Salvatore Rossi, Jr. received
a restricted stock award of 1,000 shares of Class A Non-Voting Stock. The fair market value per share was $33.96,
the closing price of the Class A Non-Voting Stock as recorded on the Nasdaq
Global Select Market on July 1, 2025.
Subject to continued service, the restricted shares vest May 6, 2026. The number of restricted
shares outstanding at December 31, 2025 for each non-employee director is:
Option Shares Outstanding
at December 31, 2025
Restricted Shares Outstanding at December 31, 2025
John R. Eisenbrey, Jr.
---
1,000
Michael Houghton
---
1,000
Salvatore J. Rossi, Jr.
---
1,000
Compensation Committee Interlocks and Insider Participation
During
the year ended December 31, 2025, the members of our Compensation Committee
were John R. Eisenbrey, Jr., Michael Houghton and Salvatore J. Rossi, Jr. None of our executive officers serves as a
director or as a member of the Compensation Committee, or any other committee
serving an equivalent function, of any entity that has one or more of its
executive officers serving as members of our Compensation Committee or as a
director of our Board. No member of our Compensation Committee has ever
been our employee.
Independence
In
2025, the Board of Directors determined that Messrs. Eisenbrey, Houghton and
Rossi, a majority of the Board, met the independence requirements prescribed by
the listing standards of the Nasdaq Global Select Market .
Audit Committee
The
Audit Committee reviews the procedures and policies relating to the internal
accounting procedures and controls of the Company and provides general
oversight with respect to the accounting principles employed in the Company's
financial reporting. As part of its activities, the Audit Committee meets
with representatives of the Company's management and independent
accountants. The Audit Committee has considered the extent and scope of
non-audit services provided to the Company by its outside accountants and has
determined that such services are compatible with maintaining the independence
of the outside accountants. The Audit Committee appoints and retains the
Company's independent accountants.The Audit Committee consists of Salvatore J.
Rossi, Jr., Michael Houghton, and John R. Eisenbrey, Jr., three independent
directors. The Board has also determined that each member of the Audit
Committee meets the independence requirements prescribed by the listing
standards of the Nasdaq Global Select Market and the rules and regulations of
the SEC. The Board has further determined that Mr. Rossi, a member of the
Audit Committee, is an "audit committee financial expert" as such
term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the
SEC. During 2025, the Audit Committee met 9 times .
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Compensation Committee
The
Compensation Committee reviews the compensation and benefits provided to key
management employees, officers and directors and makes recommendations as
appropriate to the Board. The Compensation Committee also determines
whether and what amounts should be granted under the 2025 Equity Compensation
Plan, or the 2025 Plan, and may make recommendations for amendments to the 2025
Plan. The Compensation Committee is comprised of Salvatore J. Rossi, Jr., John R. Eisenbrey, Jr. and Michael Houghton, three independent directors.
The Board of Directors has also determined that each member of the Compensation
Committee meets the independence requirements prescribed by the listing
standards of the Nasdaq Global Select Market and the rules and regulations of
the SEC. During 2025, the Compensation Committee met 5 times .
Consideration of Director Candidates
The
Governance and Nominating Committee is comprised of Michael Houghton, John R.
Eisenbrey, Jr. and Salvatore J. Rossi, Jr.; three independent directors. As part of the formalized nominating procedures, the
committee makes recommendations for director nominations to the full
Board. Director candidates nominated by stockholders are considered in
the same manner, provided the nominations are submitted to the Secretary and
copied to the Chairman of the committee on a timely basis and in accordance
with the Company's By-laws. Nominations
for the election of a directors for the 2026 Annual Stockholders' Meeting was
approved by the Governance and Nominating Committee on February 2, 2026 .
The Governance and Nominating Committee has determined that no one single criterion should be given more weight than any other criteria when it considers the qualifications of a potential nominee to the Board. Instead, it believes that it should consider the total "skills set" of an individual. In evaluating an individual's skills set, the Governance and Nominating Committee considers a variety of factors, including, but not limited to, the potential nominee's background and education, his or her general business experience, and whether or not he or she has any experience in positions with a high degree of responsibility. In addition, although the Governance and Nominating Committee does not have a policy with regard to the consideration of diversity in identifying director nominees, its charter includes in the Governance and Nominating Committee's duties and responsibilities that it seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise.
Code of Ethics
The Company has adopted a Code of Conduct
applicable to all directors, officers (including the Company’s chief executive
officer, chief financial officer, controller or principal accounting officer,
and any person who performs a similar function), and employees. This Code of
Conduct satisfies the requirements of a “code of ethics” as defined by
applicable rules of the Securities and Exchange Commission and replaces the
Company’s prior code of conduct for directors, code of conduct for employees,
and code of ethics of senior financial officers.
The Code of Conduct is publicly available on the
Company’s website at www.artesianwater.com . If the Company makes any amendments to the Code of
Conduct other than technical, administrative, or other non‑substantive
amendments, or grants any waivers, including implicit waivers, from a provision
of the Code of Conduct to any of the Company’s executive officers, the Company
will disclose the nature of the amendment or waiver, its effective date, and to
whom it applies on its website.
The information on the website
listed above is not and should not be considered part of this Annual Report on
Form 10-K. It is intended to be an inactive textual reference only and is not
incorporated by reference herein.
Insider Trading Arrangements and Policy
We are committed to promoting high standards of
ethical business conduct and compliance with applicable laws, rules and
regulations. As part of this commitment, we have adopted our Insider
Trading Policy governing the purchase, sale, and/or other dispositions of our
securities by our directors, officers, employees, consultants and other
non-directors or non-employees alike, that we believe is reasonably designed to
promote compliance with insider trading laws, rules and regulations, and the exchange
listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
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ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This discussion describes the Company's compensation
program for its named executive officers listed in the Summary Compensation
Table that immediately follows this discussion.
The named executive officers for 2025 are: Nicholle R. Taylor, current
President, Chief Executive Officer and Board Chair since February 2025; Dian C.
Taylor, former President and Chief Executive Officer until February 2025 who
remains a member of the Board; David B. Spacht, Chief Financial Officer; Joseph
A. DiNunzio, Executive Vice President & Secretary; John M. Thaeder, Senior
Vice President; and Jennifer L. Finch, Corporate Treasurer and Senior Vice
President of Finance.
Objectives of the Company’s Compensation Program
The Compensation Committee believes that the compensation for the Company’s executives should serve to attract, motivate and retain seasoned and talented executives responsible for successfully guiding and implementing the Company's strategy. Our strategy is to increase our customer base, revenues, earnings and dividends by expanding our services across the Delmarva Peninsula, thereby providing our stockholders with a long-term, satisfactory return on their investment.
To implement our strategy, it is critical that our executives remain focused on:
ensuring superior customer service;
continuously improving our efficiency and performance;
managing risk appropriately;
expanding our franchised service territory and customer base at a consistent and sustainable rate - including by acquisitions - where growth is strong and demand is increasing;
identifying and developing dependable sources of supply;
constructing and maintaining reliable treatment facilities and water delivery and wastewater collection systems;
developing and continuing positive relationships with regulators, municipalities, developers and customers in both existing and prospective service areas; and
developing a skilled and motivated work force that is adaptive to change.
To accomplish our strategy, our compensation program's objectives are to:
provide compensation levels that are competitive with those provided by other companies with which we may compete for executive talent;
motivate and reward contributions and performance aligned with the Company's objectives;
attract and retain qualified, seasoned executives; and
ensure the Company maintains a pay-for-performance executive compensation program.
The compensation program rewards overall qualitative contributions and performance of each individual towards the Company's strategy. In reviewing the Company's overall compensation program in the context of the risks identified in the Company's risk management processes, the Compensation Committee does not believe that the risks the Company faces are correlated with the Company's compensation programs. Therefore, the Compensation Committee believes that there is an appropriate level of risk in the Company’s compensation program design and does not believe that its approach to the design and administration of its incentive programs needs to change in order to mitigate compensation risk.
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Elements of the Company’s Compensation Program
The elements of the Company’s compensation program include:
Base Salary
Cash Bonus Award
Equity Compensation as may be awarded under the 2025 Equity Compensation Plan
Employee Benefits
The Company's executive compensation program does not provide for:
Severance or post-termination agreements
Post-retirement benefits
Defined benefit pension benefits or any supplemental executive retirement plan benefits
Non-qualified deferred compensation
Change-in-Control agreements
Compensation Process
The Compensation Committee relies on various factors in determining executive compensation, including the overall financial performance of the Company, combined with an executive officer's individual performance, progress in meeting strategic corporate objectives, and changes in responsibilities, as well as the consideration of elements of compensation not provided for by the Company in comparison to its peers. The Compensation Committee generally exercises broad discretion in setting the compensation of the Chief Executive Officer and other executives and primarily considers the performance of the management team as a group, the Chief Executive Officer's assessment of other executives' performance and compensation recommendations with respect to the other executive officers as part of its process.
The Compensation Committee engaged Pearl Meyer & Partners as a compensation consultant during the years 2022 and 2023 to provide it with independent advice on executive compensation matters. The following peer group was utilized: American States Water Company; Chesapeake Utilities Corporation; Consolidated Water Company Ltd.; Fluence Corporation Limited; Global Water Resources, Inc.; Middlesex Water Company; RGC Resources Incorporated; SJW Group; The York Water Company; urban-gro, Incorporated; Williams Industrial Services Group; American Water Works Company, Inc.; California Water Service Group; and Essential Utilities, Inc.
Base Salary
Base salaries for Company executives are set at levels considered appropriate to attract and retain seasoned and talented personnel. In 2025, the Compensation Committee increased the base salary of Nicholle R. Taylor by 31% for her appointment to Chief Executive Officer. In 2025, the Compensation Committee increased the base salary of the Chief Financial Officer and the Senior Vice President and Treasurer by 3%. Dian C. Taylor no longer received a base salary
following her retirement as Chief Executive Officer in February 2025, and the
Compensation Committee did not increase the base salary of the other named
executive officers.
The Compensation Committee determines actual base salaries for each executive other than the Chief Executive Officer based upon:
recommendations provided by the Chief Executive Officer;
internal equity with other executives and Company personnel;
individual executive performance; and
individual contributions to the Company's strategic objectives.
The Compensation Committee considers the same factors in determining the base salary of the Chief Executive Officer, without any recommendation by the Chief Executive Officer. The Chief Executive Officer was not present during deliberations on her compensation.
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Cash Bonus and Equity Compensation Awards
Annually, the Compensation Committee determines whether any Cash Bonus and/or Equity Compensation Awards should be granted to any of the executives. The Cash Bonus and Equity Compensation Awards are intended to reward executives for their contributions towards meeting the Company's strategic objectives. Cash Bonus and Equity Compensation Awards are entirely discretionary and are based upon a qualitative assessment conducted by the Compensation Committee in the case of the Chief Executive Officer and by the Compensation Committee and the Chief Executive Officer in the case of other executives. Recognizing both the executive team's and each individually named executive officer’s contributions toward meeting the Company's strategic objectives, cash bonuses were awarded to the Chief Executive Officer and named executive officers in 2025, other than Dian C. Taylor.
Other Compensation
Prior to May 2025, both Dian C. Taylor and Nicholle R. Taylor received compensation for their services as Directors, which compensation was equivalent to that provided to all other directors for Stock Awards and less for retainers. See "2025 Non-Employee Director Compensation Table."
The Company’s named executive officers receive a limited number of other benefits as part of a competitive compensation package, which constitutes in the aggregate only a small percentage of their total compensation. As discussed below, these benefits include:
a Company contribution under our 401(k) Plan;
participation in our group health plans, which is generally available to all employees, as well as reimbursements for eligible medical expenses not otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement Plan.
Our executive officers do not receive tax reimbursement for imputed income derived from any of these benefits.
All amounts are included in the "All Other Compensation" column in the Summary Compensation Table and the accompanying footnotes to the table.
The Role of Management in the Executive Compensation Process
Our Director of Human Resources typically assists the Compensation Committee by preparing and providing information showing:
current executive compensation levels;
executive compensation recommendations made by the Chief Executive Officer;
salary grade minimum, midpoint and maximums for each executive, based on information provided by the Company's compensation consultant retained in 2023, adjusted annually; and
actual base salary, cash bonus and equity compensation for each of the prior three years for each executive.
Our Chief Executive Officer meets with the Compensation Committee and provides input regarding the contributions of each executive towards the Company's strategic objectives and each executive's overall performance that formed the basis for her recommendations to the Compensation Committee. The final decisions regarding compensation for each executive are made by the Compensation Committee. Please refer to Compensation Committee Interlocks and Insider Participation section for more information.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company's Annual Report on Form 10-K.
The Compensation Committee,
John R. Eisenbrey, Jr, Chairman
Michael Houghton
Salvatore J Rossi, Jr.
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CEO Pay Ratio
The 2025 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of Nicholle R. Taylor, the Company’s Chief Executive Officer is as follows:
2025 Total Compensation
Median employee total annual compensation
$ 83,476
Annual total compensation of Nicholle R. Taylor, our Chief Executive Officer as of the year ended December 31, 2025
$ 719,431
Ratio of CEO to median employee compensation
9:1
For simplicity, we identified the median employee by examining the base annual salary for all individuals, excluding our CEO, who were employed by us on October 31, 2025. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We believe that the use of base annual salary compensation, excluding overtime, is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees and believe that it provides a reasonable estimate of the pay ratio calculated in a manner consistent with Item 402(u) of Regulation S-K. After identifying the median employee by examining base annual salary excluding overtime, we calculated annual total compensation, including overtime, for such employee using the same methodology we use for our named executive officers set forth in the 2025 Summary Compensation Table. Dian C. Taylor served as our Chief Executive
Officer until February 2025, when she was succeeded by Nicholle R. Taylor. As
permitted under Item 402(u) of Regulation S-K, we calculated our CEO Pay Ratio
based on the annual total compensation, as
reported in the Summary Compensation table, further adjusted by annualizing
Nicholle R. Taylor’s salary as Chief Executive Officer and removing her 2025 Board retainer fees, which she no longer receives as an employee-director.
Summary Compensation Table:
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock
Awards
($)(1)
All Other
Compensation
($)(2),(3),(4)
Total ($)
Nicholle R. Taylor, Chair, President
2025
516,204
75,000
34,980
61,190
687,374
and Chief Executive Officer (5)
2024
419,334
100,000
39,480
112,637
671,451
2023
410,397
0
54,520
106,427
571,344
Dian C. Taylor, Former Chair, President
2025
127,592
0
34,980
102,035
264,607
and Chief Executive Officer (5)
2024
648,877
0
39,480
193,361
881,718
2023
635,787
0
54,520
159,227
849,534
David B. Spacht, Chief Financial
2025
463,728
54,500
N/A
39,596
557,824
Officer
2024
451,401
75,000
N/A
38,216
564,617
2023
426,366
0
N/A
37,444
463,810
Joseph A. DiNunzio, Executive Vice
2025
486,054
75,000
N/A
43,335
604,389
President & Secretary (6)
2024
472,434
78,500
N/A
40,411
591,345
2023
462,371
0
N/A
38,594
500,965
John M. Thaeder, Senior Vice
2025
373,547
75,000
N/A
30,939
479,486
President (6)
2024
363,067
75,000
N/A
24,072
462,139
2023
355,333
2,500
N/A
24,653
382,486
Jennifer L. Finch, Senior Vice
2025
400,971
50,000
N/A
23,091
474,062
President & Treasurer
2024
386,618
75,000
N/A
17,510
479,128
2023
378,382
1,500
N/A
18,159
398,041
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(1)
On May 5, 2025, Nicholle R. Taylor and Dian C. Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock. The award was valued at the fair market value on the date of the award (last reported sale price on the date of award) of $34.27 per share. Subject to continued service the restricted shares vest one year from the date of grant. On May 6, 2024, Dian C. Taylor and Nicholle R.. Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock. Each award was valued at the fair market value on the date of the award of $37.07 per share. The restricted shares vested one year after the date of grant. On May 9, 2023, Dian C. Taylor and Nicholle R. Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock. The award was valued at the fair market value on the date of the award of $54.88 per share. The restricted shares vested one year after the date of grant.
(2)
Under the Company’s defined contribution 401(k) Plan, the Company contributes two percent of an eligible employee's gross earnings. The Company also matches 50 percent of the first six percent of the employee's gross earnings that the employee contributes to the 401(k) Plan. In addition, all employees hired before April 26, 1994 and under the age of 60 at that date are eligible for additional contributions to the 401(k) Plan. Employees over the age of 60 at that date receive Company paid medical, dental and life insurance benefits upon retirement. The Company will not provide the additional 401(k) or medical, dental and life insurance benefits to any other current or future employees. In 2025, Company contributions to the 401(k) Plan under terms available to all other employees based upon their years of service and plan eligibility were made in the amounts of:
Nicholle R. Taylor
$
38,500
Dian C. Taylor
$
14,035
David B. Spacht
$
38,500
Joseph A. DiNunzio
$
38,500
John M. Thaeder
$
17,500
Jennifer L. Finch
$
17,500
(3) Included in the "All Other
Compensation" column in the table above are amounts received by Nicholle
R. Taylor and Dian C. Taylor as compensation for Board retainers in 2025 of $16,750 and $88,000, respectively.
(4) Executive officers are reimbursed for eligible medical expenses not otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement Plan. Amounts reimbursed are included in the "All Other Compensation" column in the table above. In 2025, Joseph A. DiNunzio, John M. Thaeder and Jennifer
L. Finch received reimbursements of $4,835, $10,347 and $5,591, respectively.
(5) In February 2025, the Board appointed Nicholle R. Taylor as the Company’s Chair of the Board, President and Chief Executive Officer. Dian C. Taylor remains a member of the Board but is no longer serving as the Company’s President and Chief Executive Officer.
(6) Joseph A. DiNunzio retired effective February 6, 2026 and John M. Thaeder retired effective February 13, 2026.
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Grants of Plan-Based Awards Table
Name
Grant Date
Vest Date
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
All Other Option
Awards: Number
of Securities
Underlying
Options (#)
Exercise or
Base Price
of Option
Awards
($/share)
Grant Date Fair
Value of Stock &
Option Awards ($)
Nicholle R. Taylor
05/05/2025
05/05/2026
1,000
-
-
34,270
Dian C. Taylor
05/05/2025
05/05/2026
1,000
-
-
34,270
David B. Spacht
09/16/2025
09/16/2026
750
-
-
24,060
Jennifer L. Finch
09/16/2025
09/16/2026
750
-
-
24,060
On May 5, 2025, Nicholle R. Taylor and Dian C. Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock, as noted in the table above. The awards were valued at the fair market value on the date of the award (last reported sale price on the date of award) of $34.27 per share. The restricted stock award vests one year from the date of grant.
On September 16, 2025, David B. Spacht and Jennifer L.
Finch each received a restricted stock award of 750 shares of Class A Non-Voting
Stock, as noted in the table above. The
awards were valued at the fair market value on the date of the award (last
reported sale price on the date of award) of $32.08 per share. The restricted
stock award vests one year from the date of grant.
Outstanding Equity Awards at Fiscal Year-End Table
Option Awards
Name
Number of Securities
Underlying
Unexercised
Options(#)
Exercisable
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
Option Exercise Price($)
Option
Expiration
Date
Nicholle R. Taylor
0
---
0
0
Option Exercises and Stock Vested Table
Option Awards
Stock Awards
Name
Vest Date
Number of
Shares Acquired
on Exercise (#)
Value
Realized on
Exercise ($)
Number of
Shares Acquired
on Vesting (#)
Value
Realized on
Vesting ($)
Nicholle R. Taylor
05/06/2025
0
0
1,000
34,980
Dian C. Taylor
05/06/2025
0
0
1,000
34,980
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of the equity securities of the Company, as of March 10, 2026 for each director, each named executive officer, each beneficial owner of more than five percent (5%) of the outstanding shares of the Company's voting securities and all directors and executive officers as a group, based in each case on information furnished to the Company. Unless otherwise indicated, the address of each beneficial owner of voting securities listed below is c/o 664 Churchmans Road, Newark, Delaware 19702.
Class A Non-Voting Common Stock (1)
Class B Common Stock (1)
Shares
Percent (2)
Shares
Percent (2)
Dian C. Taylor (3)
149,094
1.6
159,509
18.1
John R. Eisenbrey, Jr. (3)(4)(5)
56,751
*
45,707
5.2
Nicholle R. Taylor (3)(6)
29,481
*
281,719
32.0
Michael Houghton (3)
4,000
*
---
---
Joseph A. DiNunzio
15,947
*
203
*
David B. Spacht
4,519
*
189
*
John M. Thaeder
20,980
*
1,350
*
Jennifer L. Finch
1,998
*
---
---
Salvatore J. Rossi, Jr. (3)
1,000
*
---
----
Louisa Taylor Welcher
219 Laurel Avenue
Newark, DE 19711
96,308
1.0
135,862
15.4
Directors and Executive Officers as a Group (13 Individuals) (3)(4)(5)
288,080
3.1
488,677
55.4
* less than 1%
(1) The nature of ownership consists of sole voting and investment power unless otherwise indicated. The amount also includes all shares issuable to such person or group upon the exercise of options or vesting of restricted shares held by such person or group to the extent such options are exercisable or restricted shares vest within 60 days after March 10, 2026.
(2) The percentage of the total number of shares of the class outstanding is shown where that percentage is one percent or greater. Percentages for each person are based on the aggregate number of shares of the applicable class outstanding as of March 10, 2026, and all shares issuable to such person upon the exercise of options or vesting of restricted shares held by such person to the extent such options are exercisable or restricted shares vest within 60 days of that date.
(3) Includes vesting of restricted shares and options to purchase shares of the Company’s Class A Non-Voting Stock, as follows: Ms. D. Taylor (1,000 shares); Mr. Rossi, Jr. (1,000 shares); Mr. Eisenbrey, Jr. (1,000 shares); Ms. N. Taylor (1,000 shares); Mr. Houghton (1,000 shares).
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(4) 89,223 shares were pledged by Mr. Eisenbrey, Jr. as collateral for a loan.
(5) Includes 780 shares of the Class B Stock owned by a trust, of which Mr. Eisenbrey, Jr. is a trustee and has a beneficial ownership interest, and 1,555 shares of the Class B Stock held in custodial accounts for Mr. Eisenbrey, Jr.’s daughters.
(6) Includes 799 shares of the Class A Non-Voting Stock and 45 shares of the Class B Stock held in custodial accounts for Ms. N. Taylor’s daughter and 311 shares of Class A Non-Voting Stock held by her spouse.
The following table shows all persons who are known by the Company, as of March 10, 2026, to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Company's Class A Non-Voting Stock, and who do not otherwise own Class B Stock.
Class A Non-Voting Common Stock
Shares
Percent
BlackRock, Inc. (1)
50 Hudson Yards
New York, NY 10001
961,054
10.2
The Vanguard Group (2)
100 Vanguard Blvd.
Malvern, PA 19355
530,947
5.7
T. Rowe Price Investment Management, Inc. (3)
101 E. Pratt Street
Baltimore, MD 21201
884,334
9.4
(1) Pursuant to a Schedule 13G/A filed by BlackRock, Inc., or BlackRock, with the SEC on February 6, 2026, BlackRock is the beneficial owner of 961,054 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, BlackRock has reported having sole voting power with respect to 961,054 shares and shared voting power with respect to 0 shares, as well as sole dispositive power with respect to 961,054 shares and shared dispositive power with respect to 0 shares.
(2) Pursuant to a Schedule 13G filed by The Vanguard Group, or Vanguard, with the SEC on February 13, 2024, Vanguard is the beneficial owner of 530,947 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, Vanguard has reported having sole voting power with respect to 0 shares and shared voting power with respect to 13,696 shares, as well as sole dispositive power with respect to 508,599 shares and shared dispositive power with respect to 22,438 shares.
(3) Pursuant to a Schedule 13G/A filed by T. Rowe Price Investment Management, Inc., or T. Rowe Price, with the SEC on November 11, 2024, T. Rowe Price is the beneficial owner of 884,334 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, T. Rowe Price has reported having sole voting power with respect to 878,473 shares and shared voting power with respect to 0 shares, as well as sole dispositive power with respect to 884,334 shares and shared dispositive power with respect to 0 shares.
Securities Authorized for Issuance under Equity Compensation Plans
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Equity Compensation Plan Information
The following table provides information on the shares of our Class A Non-Voting Stock that may be issued upon exercise of outstanding stock options and vesting of awards as of December 31, 2025 under the Company’s stockholder approved stock plans.
Equity Compensation Plan Information
Plan category
Number of securities to be issued
upon exercise of outstanding options
(a)
Weighted-average exercise price of
outstanding options
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
Equity compensation plans approved by security holders
11,000
$ 0
263,932
Total
11,000
$ 0
263,932
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We have three directors who are considered independent under the Nasdaq listing standards: John R. Eisenbrey, Jr., Michael Houghton, and Salvatore "Chip" Rossi, Jr.
Review and Approval of Transactions with Related Persons
As set forth in the Company’s Audit Committee Charter, the Audit Committee is responsible for reviewing and, if appropriate, approving all related-party transactions between us and any officer, director, any person known to be the beneficial owner of more than 5% of any class of the Company’s voting securities or any other related person that would potentially require disclosure. We expect that any transactions in which related persons have a direct or indirect interest will be presented to the Audit Committee for review and approval. While neither the Audit Committee nor the Board have adopted a written policy regarding related-party transactions, the Audit Committee considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. In addition, the Audit Committee makes inquiries to our management and our auditors when reviewing such transactions.
Related person transactions include any transaction in which (1) the Company is a participant, (2) any related person has a direct or indirect material interest and (3) the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, but excludes certain type of transactions where the related person is deemed not to have a material interest. A related person means: (a) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, an executive officer or a director nominee; (b) any person known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (c) any immediate family member of a person identified in items (a) or (b) above, meaning such person’s spouse, parent, stepparent, child, stepchild, sibling, mother- or father-in-law, son- or daughter-in-law, brother- or sister-in-law or any other individual (other than a tenant or employee) who shares the person’s household; or (d) any entity that employs any person identified in (a), (b) or (c) or in which any person identified in (a), (b) or (c) directly or indirectly owns or otherwise has a material interest.
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In its review and approval or ratification of related person transactions (including its determination as to whether the related person has a material interest in a transaction), the Audit Committee will consider, among other factors:
the nature of the related person’s interest in the transaction;
the material terms of the transaction, including, without limitation, the amount and type of transaction;
the importance of the transaction to the related person;
the importance of the transaction to the Company;
whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and
any other matters the Audit Committee deems important or appropriate.
The Audit Committee intends to approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders.
Related Party Transactions
There were not any related party transactions during the years ended December 31, 2025 and December 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Billed by Independent Registered Public Accounting Firm
The following table sets forth the aggregate contract fees billed to the Company for the fiscal year 2025 and 2024 by the independent registered public accounting firm, BDO USA, P.C.
(In thousands)
2025
2024
Audit Fees
$
570
$
470
Audit-Related Fees
40
38
Tax Fees
---
---
All Other Fees
---
---
Total Fees
$
610
$
508
Audit Fees: consist primarily of fees for the audits of our financial statements included in our Annual Report on Form 10-K; the reviews of the financial statements included in our Quarterly Reports on Form 10-Q; and fees billed for assurance, services related to registration statements and other documents issued in connection with securities and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. In 2025 the independent registered public accounting firm provided services related to the Company’s Form S-8 Registration Statement.
Audit-Related Fees : consist of fees for services related to the audit of the Company’s 401(k) Plan.
Tax Fees: consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, return preparation and tax audits. The independent registered public accounting firm did not provide any tax services to the Company in 2025 and 2024.
All Other Fees: consist of fees for services other than described above. The independent registered public accounting firm did not provide any other services to the Company in 2025 and 2024.
Pursuant to our policy, the Audit Committee pre-approves audit and tax services for the year as well as non-audit services to be provided by the independent registered public accounting firm. Any changes in the amounts quoted are also subject to pre-approval by the committee. Any audit related fees and tax fees paid are pre-approved by the committee.
The Audit Committee of the Company’s Board of Directors has considered whether BDO’s provision of the services described above for the fiscal year ended December 31, 2025 is compatible with maintaining its independence.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report: Page(s)*
(1) Financial Statements:
Reports of Independent Registered Public Accountants (BDO USA, P.C.; Philadelphia, PA; PCAOB ID# 243 ) 56 -57
Consolidated Balance Sheets at December 31, 2025 and 2024 28
Consolidated Statements of Operations for the three years ended December 31, 2025 29
Consolidated Statements of Cash Flows for the three years ended December 31, 2025 30
Consolidated Statements of Changes in Stockholders’ Equity for the three years ended December 31, 2025 31
Notes to Consolidated Financial Statements 32 - 55
(2) Exhibits: see the exhibit list below 74
* Page number shown refers to page number in this Annual Report on Form 10-K
ITEM 16. FORM 10-K SUMMARY
Information with respect to this item is not required and has been omitted at our option.
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ARTESIAN RESOURCES CORPORATION
FORM 10-K ANNUAL REPORT
YEAR ENDED DECEMBER 31, 2025
EXHIBIT LIST
Exhibit
Number
Description
3.1
Amended and Restated By-laws of Artesian Resources Corporation incorporated by reference to Exhibit 3.1 filed with the Company’s Form 10-Q filed on November 8, 2024.
3.2
Restated Certificate of Incorporation of the Company effective April 28, 2004 incorporated by reference to Exhibit 3.1 filed with the Company’s Form 10-Q filed on May 3, 2004 for the quarterly period ended March 31, 2004.
4.1
First Amendment to Second Amended and Restated Revolving Credit Agreement between Artesian Water Company, Inc. and CoBank, ACB dated October 25, 2022. Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 for the quarter ended September 30, 2022.
4.2
Twenty-Fifth Supplemental Indenture dated as of April 29, 2022, between Artesian Water Company, Inc. and Wilmington Trust Company, as trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 for the quarter ended March 31, 2022.
4.3
Bond Purchase Agreement, dated April 29, 2022, by and between Artesian Water Company, Inc., and CoBank, ACB.
Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 for the quarter ended March 31, 2022.
4.4
Twenty-Fourth Supplemental Indenture dated as of December 17, 2019, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on December 19, 2019.
4.5
Bond Purchase Agreement, dated December 17, 2019 by and between Artesian Water Company, Inc., subsidiary of the Company, and the Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 8-K filed on December 17, 2019.
4.6
Twenty-Third Supplemental Indenture dated as of January 31, 2018, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on February 2, 2018.
4.7
Bond Purchase Agreement, dated January 31, 2018 by and between Artesian Water Company, Inc., subsidiary of the Company, and CoBank, ACB. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 8-K filed on February 2, 2018.
4.8
Twenty-Second Supplemental Indenture dated as of January 18, 2017, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on January 20, 2017.
4.9
Bond Purchase Agreement, dated January 18, 2017 by and between Artesian Water Company, Inc., subsidiary of the Company, and CoBank, ACB. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 8-K filed on January 20, 2017.
4.10
First Amendment to Indenture of Mortgage and to the Sixteenth, Eighteenth and Twentieth Supplemental Indentures dated as of January 18, 2017, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.3 filed with the Company’s Form 10-K for the year ended December 31, 2017 filed on March 15, 2018.
4.11
Letter Agreement, dated as of September 15, 2015, by and between Artesian Water Company, Inc. and CoBank ACB. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on September 18, 2015.
4.12
Twenty-First Supplemental Indenture dated as of November 20, 2009, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.4 filed with the Company’s Form 10-K for the year ended December 31, 2017.
4.13
Twentieth Supplemental Indenture dated as of December 1, 2008, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on December 4, 2008.
4.14
First Amendment to Bond Purchase Agreement, dated as of January 18, 2017 by and between Artesian Water Company, Inc., subsidiary of the Company, and CoBank, ACB. Incorporated by reference to Exhibit 4.13 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 15, 2018.
4.15
Bond Purchase Agreement, dated December 1, 2008 by and between Artesian Water Company, Inc., subsidiary of the Company, and CoBank, ACB. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 8-K filed on December 4, 2008.
4.16
Eighteenth Supplemental Indenture dated as of August 1, 2005, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed on August 9, 2005.
4.17
Indenture of Mortgage dated July 1, 1961, between Artesian Water Company, Inc., subsidiary of the Company, and the Wilmington Trust Company, as Trustee. Incorporated by reference to Exhibit 4.10 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 15, 2018..
4.18
Second Amendment to Master Loan Agreement, dated as of November 13, 2019, by and between Artesian Wastewater Management, Inc. and CoBank, ACB. Incorporated by reference to Exhibit 4.16 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 13, 2020.
4.19
First Amendment to Master Loan Agreement, dated as of January 10, 2019, by and between Artesian Wastewater Management, Inc. and CoBank, ACB. Incorporated by reference to Exhibit 4.17 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 13, 2020.
4.20
Guarantee of Payment, dated as of August 8, 2018, by and between Artesian Resources Corporation and CoBank, ACB. Incorporated by reference to Exhibit 4.3 filed with the Company’s Form 10-Q filed on August 9, 2018.
4.21
Master Loan Agreement, dated as of August 8, 2018, by and between Artesian Wastewater Management, Inc. and CoBank, ACB. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 10-Q filed on August 9, 2018.
4.22
Interest Rate Lock Agreement, dated as of October 8, 2019, by and between Artesian Water Company, Inc. and CoBank, ACB, Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on October 11, 2019.
4.23
Description of the Company’s Securities. Incorporated by reference to Exhibit 4.22 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 13, 2020..
4.24
Interest Rate Lock Agreement, dated as of February 7, 2022, by and between Artesian Water Company, Inc. and CoBank, ACB. Incorporated by reference to Exhibit 4.1 filed with the Company’s Form 8-K filed on February 10, 2022.
4.25
Artesian Resources Corporation 2025 Equity
Compensation Plan. Incorporated by reference to Exhibit 4.1 filed with the
Company’s Registration Statement on Form S-8 filed October 31, 2025.
4.26
Master Loan Agreement, dated as of March 13, 2026, by and between Artesian Water Maryland, Inc. and CoBank, ACB.*
4.27
Guarantee of Payment, dated as of March 13, 2026, by and between Artesian Resources Corporation and CoBank, ACB.*
10.1
Amended and Restated Demand Line of Credit Agreement between Artesian Resources Corporation, and Citizens Bank, N.A. dated July August 3, 2023. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q filed on November 7, 2023.
10.2
Financing Agreement, Loan No. 22000032, dated as of December 9, 2022, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed on December 12, 2022.
10.3
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022E-DWSRF, dated as of December 9, 2022, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed on December 12, 2022.
10.4
Financing Agreement, Loan No. 22000031, dated as of December 9, 2022, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed on December 12, 2022.
10.5
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022F-DWSRF, dated as of December 9, 2022, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.6 filed with the Company’s Form 8-K filed on December 12, 2022.
10.6
Financing Agreement, Loan No. 22000030, dated as of August 12, 2022, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on August 15, 2022.
10.7
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022A-DWSRF, dated as of August 12, 2022, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on August 15, 2022.
10.8
Financing Agreement, Loan No. 22000029, dated as of August 12, 2022, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed on August 15, 2022.
10.9
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022B-DWSRF, dated as of August 12, 2022, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed on August 15, 2022.
10.10
Financing Agreement, Loan No. 22000028, dated as of August 12, 2022, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed on August 15, 2022.
10.11
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022C-DWSRF, dated as of August 12, 2022, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.6 filed with the Company’s Form 8-K filed on August 15, 2022.
10.12
Settlement Agreement upon which The Chemours Company FC, LLC, Hercules, LLC, Waste Management of Delaware, Inc., SC Holdings, Inc., Cytec Industries, Inc., Zeneca Inc., and Bayer CropScience Inc., collectively the Percentage Settlors, and the Delaware Sand and Gravel Remedial Trust, on one hand, and Artesian Water Company, Inc., on the other hand, have agreed to resolve certain of Artesian Water’s claims and issues relating to releases of contaminants from the Delaware Sand & Gravel Landfill Superfund Site, incorporated by reference to Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q filed on August 5, 2022
10.13
Amendment to Asset Purchase Agreement, dated May 11, 2022, by and among Artesian Water Company, Inc., a Delaware corporation, and the Town of Clayton, a Delaware municipality, incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q filed on August 5, 2022.
10.14
Stock Purchase Agreement, dated August 27, 2021, by and among Artesian Wastewater Management, Inc., a Delaware corporation, and Middlesex Water Company, a New Jersey corporation. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q filed on November 5, 2021.
10.15
Asset Purchase Agreement, dated February 16, 2022, by and among Artesian Water Company, Inc. a Delaware corporation, and the Town of Clayton, a Delaware municipality. Incorporated by reference to Exhibit 10.2 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 11, 2022.
10.16
Asset Purchase Agreement, dated June 11, 2020 by and among Artesian Water Company, Inc., a Delaware corporation, and the City of Delaware City, a Delaware municipality. Incorporated by reference to Exhibit 10.1 filed with Company’s Form 8-K filed on June 16, 2020.
10.17
Asset Purchase Agreement, dated February 27, 2020 by and among Artesian Water Company, Inc., a Delaware corporation, and the Town of Frankford, a Delaware municipality. Incorporated by reference to Exhibit 10.1 filed with Company’s Form 8-K filed on March 4, 2020.
10.18
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on April 30, 2020.
10.19
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020A-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on April 30, 2020.
10.20
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed on April 30, 2020.
10.21
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020B-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 8-K filed on April 30, 2020.
10.22
Financing Agreement, dated as of April 28, 2020, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.5 filed with the Company’s Form 8-K filed on April 30, 2020.
10.23
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2020C-SRF, dated as of April 28, 2020, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.6 filed with the Company’s Form 8-K filed on April 30, 2020.
10.24
General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2011-SRF, dated as of July 15, 2011, issued by Artesian Water Company, Inc. in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on July 19, 2011.
10.25
Financing Agreement, dated as of July 15, 2011, between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on July 19, 2011.
10.26
Financing Agreement and General Obligation Note dated February 12, 2010 between Artesian Water Company, Inc. and Delaware Drinking Water State Revolving Fund Delaware Department of Health and Social Services, Division of Public Health. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on February 17, 2010.
10.27
Second Amended and Restated Revolving Credit Agreement between Artesian Water Company, Inc. and CoBank, ACB dated September 20, 2019. Incorporated by reference to Exhibit 4.2 filed with the Company’s Form 10-Q filed on November 8, 2019.
10.28
Demand Line of Credit Agreement dated January 19, 2010 between Artesian Resources Corporation and each of its subsidiaries and Citizens Bank of Pennsylvania, as amended or modified from time to time. Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on January 25, 2010.
10.29
Amendment to Agreement for Purchase of Water Assets of the Town of Port Deposit and for the provision of Potable Water Services, dated November 1, 2010 by and among Artesian Water Maryland, Inc., a Delaware Corporation, Artesian Resources Corporation, a Delaware Corporation and the Mayor and Town Council of Port Deposit, Maryland, a body corporate and politic organized under the laws of the State of Maryland. Incorporated by reference to Exhibit 10.2 filed with the Company’s Form 8-K filed on November 4, 2010.
10.30
Water Asset Purchase Agreement, dated December 1, 2009 by and among Artesian Water Maryland, Inc., a Delaware Corporation, Artesian Resources Corporation, a Delaware Corporation and the Mayor and Town Council of Port Deposit, Maryland, a body corporate and politic organized under the laws of the State of Maryland. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on December 2, 2009.
10.31
Limited Liability Interest Purchase Agreement, dated May 5, 2008, by and among Artesian Maryland, Inc., a Delaware corporation, Mountain Hill Water Company, LLC, a Maryland limited liability company, Sunrise Holdings, L.P., a Pennsylvania limited partnership and Artesian Resources Corporation, a Delaware corporation. Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on May 9, 2008.
10.32
Amended and Restated Artesian Resources Corporation 1992 Non-Qualified Stock Option Plan, as amended. Incorporated by reference to Exhibit 10.4 filed with the Company’s Form 10-Q for the quarterly period ended June 30, 2003 filed on July 31, 2003.***
10.33
Artesian Resources Corporation Incentive Stock Option Plan. Incorporated by reference to Exhibit 10(e) filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.***
10.34
Officer’s Medical Reimbursement Plan dated May 27, 1992. Incorporated by reference to Exhibit 10.6 filed with the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2001.***
10.35
Agreement and Mutual Release, dated as of March 16, 2025, by and between Dian C. Taylor and Artesian Resources Corporation.*
10.36
Artesian Resources Corporation 2015 Equity
Compensation Plan. Incorporated by reference to Exhibit 4.1 filed with the
Company’s Registration Statement on Form S-8 filed December 16, 2015.***
19.1
Insider Trading Policy, dated March 25, 2025. Incorporated by reference to Exhibit 19.1 filed
with the Company’s Annual Report on Form 10-K for the year ended December 31,
2024.
21
Subsidiaries of the Company as of December 31, 2025. *
23.1
Consent of BDO USA, P.C. *
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
97
Artesian Resources Corporation Clawback Policy, effective as of August 7, 2023. Incorporated by reference to Exhibit 97 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.*
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). *
101.SCH
Inline XBRL Taxonomy Extension Schema Document. *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *
74
Table of Contents
*
Filed herewith.
**
Furnished herewith.
***
Compensation plan or arrangement required to be filed or incorporated as an exhibit.
75
Table of Contents
SIGNATURES
ARTESIAN RESOURCES CORPORATION
Pursuant to the requirements of Section 13 or 15(d) 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.
Date March 16, 2026
By: /s/ DAVID B. SPACHT
David B. Spacht
Chief Financial Officer (Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ NICHOLLE R. TAYLOR
Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
Nicholle R. Taylor
March 16, 2026
Chief Financial Officer (Principal Financial Officer)
/s/ DAVID B. SPACHT
David B. Spacht
March 16, 2026
Corporate Treasurer and Senior Vice President of Finance (Principal Accounting Officer)
/ s/ JENNIFER L. FINCH
Jennifer L. Finch
March 16, 2026
/ s/ SALVATORE J. ROSSI, JR.
Salvatore J. Rossi, Jr
Director
March 16, 2026
/s/ JOHN R. EISENBREY, JR.
John R. Eisenbrey, Jr.
Director
March 16, 2026
/s/ MICHAEL HOUGHTON
Michael Houghton
Director
March 16, 2026
/s/ DIAN C. TAYLOR
Dian C. Taylor
Director
March 16, 2026
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.