What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 199 added, 128 removed, 708 unchanged (32% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(in millions, except shares (thousands) and per share data)

28 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Cash Flow Hedges, net of tax:

Net gain on commodity contract cash flow hedges, net of tax of $ 0.4 and $ 0.2 , respectively

Net gain (loss) on commodity contract cash flow hedges, net of tax of $( 0.2 ), $( 0.1 ), $ 0.2 and $ 0.1 , respectively

( 0.5 ) ( 0.3 ) 0.6 0.4

Reclassifications of net (gain) loss on commodity contract cash flow hedges, net of tax of $( 0.1 ), $ 0.0 , $ 0.0 and $( 0.2 ), respectively

Net loss on interest rate swap cash flow hedges, net of tax of $ 0.0 and $( 0.2 ), respectively

( 0.2 ) ( 0.1 ) ( 0.1 ) ( 0.6 )

Net gain (loss) on interest rate swap cash flow hedges, net of tax of $ 0.2 , $ 0.0 , $ 0.2 and $( 0.2 ), respectively

0.5 — 0.5 ( 0.7 )

Reclassifications of net (gain) on interest rate swap cash flow hedges, net of tax of $ 0.0 , $ 0.0 , $ 0.0 and $ 0.0 , respectively

— ( 0.1 ) — ( 0.2 )

Total Other Comprehensive Income (Loss), net of tax ( 0.2 ) ( 0.5 ) 1.0 ( 1.1 )

3 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

Assets March 31,

Assets June 30,

2026 December 31,

35 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

Capitalization and Liabilities March 31,

Capitalization and Liabilities June 30,

2026 December 31,

38 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

Six Months Ended

(in millions)

5 unchanged sentences

Deferred income taxes 31.9 20.1

Realized loss on commodity contracts and sale of assets — ( 1.1 )

Unrealized loss on investments and commodity contracts 0.4 0.4

Employee benefits and compensation 0.1 —

Realized gain on commodity contracts and sale of assets ( 0.6 ) ( 1.7 )

Unrealized gain on investments and commodity contracts ( 1.6 ) ( 0.9 )

Share-based compensation 4.2 4.6

24 unchanged sentences

Net cash provided by financing activities 49.9 67.1

Net Increase (Decrease) in Cash and Cash Equivalents 2.9 ( 7.2 )

Net Decrease in Cash and Cash Equivalents ( 1.4 ) ( 6.4 )

Cash and Cash Equivalents—Beginning of Period 1.8 7.9

11 unchanged sentences

Compensation Treasury

Balance at March 31, 2025 23,089 $ 11.2 $ 852.0 $ 586.4 $ ( 2.3 ) $ 12.2 $ ( 12.2 ) $ 1,447.3

Net income — — — 23.9 — — — 23.9

Other comprehensive loss — — — — ( 0.5 ) — — ( 0.5 )

Dividend declared ($ 0.685 per share)

— — — ( 16.2 ) — — — ( 16.2 )

Issuance under various plans (3)

325 0.2 41.2 — — — — 41.4

Share-based compensation and tax benefit (4) (5)

6 — 3.2 — — — — 3.2

Treasury stock activities — — — — — 0.3 ( 0.3 ) —

Balance at June 30, 2025 23,420 $ 11.4 $ 896.4 $ 594.1 $ ( 2.8 ) $ 12.5 $ ( 12.5 ) $ 1,499.1

Balance at December 31, 2024 22,899 $ 11.1 $ 830.5 $ 550.3 $ ( 1.7 ) $ 9.8 $ ( 9.8 ) $ 1,390.2

9 unchanged sentences

— — — — — 2.7 ( 2.7 ) —

Balance at June 30, 2025 23,420 $ 11.4 $ 896.4 $ 594.1 $ ( 2.8 ) $ 12.5 $ ( 12.5 ) $ 1,499.1

Balance at March 31, 2026 24,003 $ 11.7 $ 972.2 $ 669.3 $ ( 1.5 ) $ 17.4 $ ( 17.4 ) $ 1,651.7

Net income — — — 25.4 — — — 25.4

Other comprehensive loss — — — — ( 0.2 ) — — ( 0.2 )

Dividend declared ($ 0.735 per share)

— — — ( 18.0 ) — — — ( 18.0 )

Issuance under various plans (3)

94 — 11.8 — — — — 11.8

Share-based compensation and tax benefit (4) (5)

8 — 2.7 — — — — 2.7

Treasury stock activities — — — — — 0.1 ( 0.1 ) —

Balance at June 30, 2026 24,105 $ 11.7 $ 986.7 $ 676.7 $ ( 1.7 ) $ 17.5 $ ( 17.5 ) $ 1,673.4

Balance at December 31, 2025 23,896 $ 11.6 $ 962.8 $ 626.8 $ ( 2.7 ) $ 12.6 $ ( 12.6 ) $ 1,598.5

9 unchanged sentences

— — — — — 4.9 ( 4.9 ) —

Balance at March 31, 2026 24,003 $ 11.7 $ 972.2 $ 669.3 $ ( 1.5 ) $ 17.4 $ ( 17.4 ) $ 1,651.7

Balance at June 30, 2026 24,105 $ 11.7 $ 986.7 $ 676.7 $ ( 1.7 ) $ 17.5 $ ( 17.5 ) $ 1,673.4

(1) 2.0 million shares of preferred stock at $ 0.01 par value have been authorized.

1 unchanged sentence

accordingly, no information has been included in the Condensed Consolidated Statements of Stockholders’ Equity.

(2) Includes 158 thousand, 129 thousand, 126 thousand, and 114 thousand shares at March 31, 2026, December 31, 2025, March 31, 2025 and December 31, 2024, respectively, held in a Rabbi Trust related to our Non-Qualified Deferred Compensation Plan.

(2) Includes 160 thousand, 129 thousand, 126 thousand, and 114 thousand shares at June 30, 2026, December 31, 2025, June 30, 2025 and December 31, 2024, respectively, held in a Rabbi Trust related to the Non-Qualified Deferred Compensation Plan.

(3) Includes shares issued under the Retirement Savings Plan, DRIP/DSPP and/or ATM program, as applicable.

1 unchanged sentence

(5) The shares issued under the SICP are net of shares withheld for employee taxes.

For the three months ended March 31, 2026 and 2025, we withheld 15 thousand and 8 thousand shares, respectively, for employee taxes.

For the six months ended June 30, 2026 and 2025, we withheld 15 thousand and 8 thousand shares, respectively, for employee taxes.

The accompanying notes are an integral part of these condensed consolidated financial statements.

14 unchanged sentences

ASU 2023-09 became effective for our annual financial statements beginning January 1, 2025.

ASU 2023-09 only impacts disclosures, and as a result, will not have an impact on our financial position or results of operations.

Recent Accounting Standards Yet to be Adopted

13 unchanged sentences

The update clarifies the scope and content requirements for interim financial reporting.

It will not fundamentally change

existing interim disclosure requirements but improves the navigability of the guidance.

ASU 2025-11 will be effective for our interim and annual financial statements beginning January 1, 2028.

It will not fundamentally change existing interim disclosure requirements but improves the navigability of the guidance.

ASU 2025-11 will be effective

for our interim and annual financial statements beginning January 1, 2028.

ASU 2025-11 only impacts disclosures, and as a result, will not have an impact on our financial position or results of operations.

Environmental Credits and Environmental Credit Obligations (ASC 818) - I n May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

This update establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and related environmental credit obligations.

The standard will be effective for the Company's annual and interim reporting periods beginning January 1, 2028, with early adoption permitted.

The Company is currently evaluating the applicability of this guidance, including certain environmental and clean energy programs, and the impact that adoption may have on its consolidated financial statements and related disclosures.

Federal Statute Updates

3 unchanged sentences

Calculation of Earnings Per Share

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(dollars in millions, shares in thousands (except per share data))

9 unchanged sentences

Diluted Earnings Per Share $ 1.05 $ 1.02 $ 3.51 $ 3.22

There were no acquisitions completed during 2025 or during the three months ended March 31, 2026.

The Company’s consolidated results include certain transaction and transition-related expenses for the three months ended March 31, 2025 related to the integration of the FCG acquisition which was completed in November 2023.

There were no acquisitions completed in 2025 or during the six months ended June 30, 2026.

The Company’s consolidated results include certain transaction and transition-related expenses for the three and six months ended June 30, 2025 related to the integration of the FCG acquisition which was completed in November 2023.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for additional details on the FCG acquisition.

3 unchanged sentences

Typically, our customers pay for the goods and/or services we provide in the month following the satisfaction of our performance obligation.

The following tables display our revenue by major source based on product and service type for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

The following tables display our revenue by major source based on product and service type for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(in millions) Regulated Energy Unregulated Energy Other Businesses and Eliminations Total Regulated Energy Unregulated Energy Other Businesses and Eliminations Total

28 unchanged sentences

See Note 5, Rates and Other Regulatory Activities , for additional information.

( 2) Total operating revenues for the three months ended March 31, 2026 include other revenue (revenues from sources other than contracts with customers) of $ 1.5 million loss and $ 0.1 million for our Regulated Energy and Unregulated Energy segments, respectively, and $ 0.5 million loss and $ 0.1 million for our Regulated Energy and Unregulated Energy segments, respectively, for the three months ended March 31, 2025.

The sources of other revenues include revenue from alternative revenue programs related to revenue normalization for the Maryland natural gas operations and late fees.

(2) Revenues from sources other than contracts with customers, which include alternative revenue programs related to revenue normalization for the Maryland natural gas operations and late fees, were not material for the three months ended June 30, 2026 and 2025, respectively.

Six months ended June 30, 2026 Six months ended June 30, 2025

(in millions) Regulated Energy Unregulated Energy Other Businesses and Eliminations Total Regulated Energy Unregulated Energy Other Businesses and Eliminations Total

Energy distribution

Delaware natural gas distribution $ 74.0 $ — $ — $ 74.0 $ 57.8 $ — $ — $ 57.8

FPU natural gas distribution

109.0 — — 109.0 97.9 — — 97.9

Florida City Gas 107.4 — — 107.4 83.1 — — 83.1

FPU electric distribution 54.2 — — 54.2 49.4 — — 49.4

Maryland natural gas distribution (1)

40.4 — — 40.4 36.0 — — 36.0

Total energy distribution 385.0 — — 385.0 324.2 — — 324.2

Energy transmission

Aspire Energy — 33.4 — 33.4 — 27.6 — 27.6

Aspire Energy Express 0.7 — — 0.7 0.7 — — 0.7

Eastern Shore 46.6 — — 46.6 43.9 — — 43.9

Peninsula Pipeline 33.4 — — 33.4 21.8 — — 21.8

Total energy transmission 80.7 33.4 — 114.1 66.4 27.6 — 94.0

Energy generation

Eight Flags — 10.9 — 10.9 — 9.3 — 9.3

Propane operations

Propane delivery operations — 99.6 — 99.6 — 101.2 — 101.2

CNG / RNG Services

Marlin Gas Services — 13.2 — 13.2 — 14.5 — 14.5

Other RNG — 2.0 — 2.0 — 2.1 — 2.1

Total CNG / RNG Services — 15.2 — 15.2 — 16.6 — 16.6

Other Businesses and Eliminations

Eliminations ( 52.1 ) ( 0.2 ) ( 17.5 ) ( 69.8 ) ( 39.2 ) ( 0.1 ) ( 14.5 ) ( 53.8 )

Total operating revenues (2)

$ 413.6 $ 158.9 $ ( 17.5 ) $ 555.0 $ 351.4 $ 154.6 $ ( 14.5 ) $ 491.5

(1) In accordance with the Maryland PSC approval of our natural gas base rate proceeding, effective April 2025, our natural gas distribution businesses in Maryland (Maryland natural gas division, Sandpiper Energy and Elkton Gas) are now consolidated for rate-making and other purposes and are reflected on a consolidated basis for all periods presented consistent with the final rate order.

See Note 5, Rates and Other Regulatory Activities , for additional information.

(2) Revenues from sources other than contracts with customers, which include alternative revenue programs related to revenue normalization for the Maryland natural gas operations and late fees, were not material for the six months ended June 30, 2026 and 2025, respectively.

Contract Balances

The timing of revenue recognition, customer billings and cash collections results in trade receivables and customer advances (contract liabilities) in our condensed consolidated balance sheets.

The balances of our trade receivables, contract assets, and contract liabilities as of December 31, 2025 and March 31, 2026 were as follows:

The balances of our trade receivables, contract assets, and contract liabilities as of December 31, 2025 and June 30, 2026 were as follows:

Trade Receivables Contract Assets (Current) Contract Assets (Non-current) Contract Liabilities (Current)

3 unchanged sentences

84.6 — 2.8 0.9

Increase (Decrease) $ 16.4 $ — $ ( 0.1 ) $ ( 0.3 )

Decrease $ ( 7.6 ) $ — $ ( 0.1 ) $ ( 0.4 )

Our trade receivables are included in trade and other receivables in the condensed consolidated balance sheets.

3 unchanged sentences

Our performance obligation is satisfied over the term of the respective customer retail program on a ratable basis.

For the three months ended March 31, 2026 and 2025, the amounts recognized in revenue were not material.

For the three and six months ended June 30, 2026 and 2025, the amounts recognized in revenue were not material.

Remaining Performance Obligations

Certain of our businesses have long-term fixed fee contracts with customers in which revenues are recognized when performance obligations are satisfied over the contract term.

Revenue for these businesses for the remaining performance obligations, at March 31, 2026, are expected to be recognized as follows:

Revenue for these businesses for the remaining performance obligations, at June 30, 2026, are expected to be recognized as follows:

(in millions) 2026 2027 2028 2029 2030 2031 2032 and thereafter

35 unchanged sentences

In May 2022, FCG filed a general base rate increase with the Florida PSC based on a projected 2023 test year.

In June 2023, the Florida PSC issued an order approving a single total base revenue increase of $ 23.3 million (which included an incremental increase of $ 14.1 million, a previously approved increase of $ 3.8 million for a liquefied natural gas facility, and $ 5.3 million to transfer the SAFE investments from a rider clause to base rates), with new rates becoming effective as of May 1, 2023.

In June 2023, the Florida PSC approved a single total base revenue increase of $ 23.3 million (which included an incremental increase of $ 14.1 million, a previously approved increase of $ 3.8 million for a liquefied natural gas facility, and $ 5.3 million to transfer the SAFE investments from a rider clause to base rates), with new rates becoming effective as of May 1, 2023.

The Florida PSC also approved FCG's proposed RSAM with a $ 25.0 million reserve amount, continuation and expansion of the capital SAFE program, implementation of an automated metering infrastructure pilot, and continuation of the storm damage reserve with a target reserve of $ 0.8 million.

The Florida OPC filed a notice of appeal with the Florida Supreme Court in July 2023, which is pending.

The Florida OPC filed their initial brief in January 2024 with answer briefs filed in April 2024.

Oral arguments in the case were held in December 2024.

The Florida Supreme Court has yet to rule on the case.

The Florida OPC filed a notice of appeal with the Florida Supreme Court in July 2023;

however, in June 2026, the Florida Supreme court ruled against the Florida OPC on all contested matters.

The RSAM was recorded as either an increase or decrease to accrued removal costs which is reflected on the Company’s balance sheets and a corresponding increase or decrease to depreciation and amortization expense.

14 unchanged sentences

and (v) further implementation of the advanced metering infrastructure (“AMI”).

The outcome of the application will be subject to review and approval by the Florida PSC.

In July 2026, interim rates of $ 16.2 million on an annualized basis were approved by the Florida PSC with rates effective as of July 20, 2026, subject to refund pending the final outcome of the rate case proceeding.

The discovery process has commenced, and the hearing for the proceeding is scheduled for late September 2026.

The ultimate outcome of the application is subject to review and approval by the Florida PSC.

FCG SAFE Program :

36 unchanged sentences

The Florida PSC approved it in April 2024.

Conversions of the community gas systems commenced in the second quarter of 2024 and are projected to be complete in the second quarter of 2026.

Conversions of the community gas systems commenced in the second quarter of 2024 and were completed in May 2026.

East Coast Reinforcement Projects:

2 unchanged sentences

The Florida PSC approved the projects in March 2024.

New Smyrna Beach was placed into service during May 2025 and construction is projected to be complete for Boynton Beach in the second quarter of 2026.

New Smyrna Beach was placed into service during May 2025 and construction is projected to be complete for Boynton Beach in the third quarter of 2026.

Central Florida Reinforcement Projects :

18 unchanged sentences

The expansion will provide FPU with an additional 10,000 Dts/d.

The Florida PSC approved the project in May 2024, and it is expected to be complete in the second quarter of 2026.

The Florida PSC approved the project in May 2024, and it is expected to be complete in the third quarter of 2026.

Miami Inner Loop Pipeline Projects:

1 unchanged sentence

The proposed expansion consists of the development of several pipeline projects to support growth and FCG's distribution system in the area, as well as enhance FCG's access to gas from various points in the Miami-Dade County area.

The expansion was approved in February 2025 and interim services began in August 2025 with permanent facilities expected to be in service by the second quarter of 2026.

The expansion was approved in February 2025 and interim services began in August 2025 with permanent facilities expected to be in service by the second half of 2026.

Florida Energy Pathway Project:

In July 2026, the Company announced the Florida Energy Pathway ("FEP"), an intrastate natural gas transportation project to be developed, constructed and operated by Peninsula Pipeline.

The project is currently contemplated as a 24-inch pipeline extending from Palm Beach County to Miami-Dade County and is intended to increase natural gas transportation capacity, enhance system reliability and support continued residential and commercial growth in south Florida.

The Company has secured firm transportation commitments totaling approximately 250,000 Dts/d from multiple investment-grade shippers and continues to solicit additional binding commitments.

Total project investment is currently estimated at approximately $ 1.2 billion, subject to final engineering, design, permitting, regulatory approvals, and other development activities.

Subject to the satisfaction of these conditions and final commissioning, the project is anticipated to be in service in 2030.

The Company is evaluating financing alternatives, including the potential participation of one or more third parties that may collectively own up to 49 percent of the project.

Eastern Shore

7 unchanged sentences

Construction commenced shortly after approval and is well underway.

The weather during the first quarter resulted in several brief slowdowns which had a cumulative impact on the overall timeline.

Project construction and commissioning are expected to be complete in the latter part of the year with the FERC approval process to immediately follow.

The weather during the first quarter of 2026 resulted in several brief slowdowns which had a cumulative impact on the overall timeline.

Project construction and commissioning are expected to be complete in the latter part of the year with the FERC in-service approval process to immediately follow.

The Company expects to receive full approval for in-service of the facility by the beginning of 2027.

7 unchanged sentences

The capital cost surcharge mechanism was approved in Eastern Shore's last rate case.

In conjunction with the filing of this surcharge, a cumulative adjustment to the existing surcharge to reflect additional depreciation was included.

The FERC issued an order approving the surcharge as filed in December 2025.

In conjunction with the filing of this surcharge, a

cumulative adjustment to the existing surcharge to reflect additional depreciation was included.

The FERC approved the surcharge as filed in December 2025.

The combined revised surcharge became effective January 1, 2026.

2 unchanged sentences

There was a slight decrease to the revenue requirement of the currently effective surcharge as a result of the true-up.

The FERC issued an order approving the surcharge as filed effective April 1, 2026.

The FERC approved the surcharge as filed effective April 1, 2026.

In connection with the TCJA, which was signed into law in December 2017, customer rates for our regulated businesses were adjusted as approved by the regulators.

Regulatory liabilities related to accumulated deferred income

taxes (“ADIT”) associated with the TCJA amounted to $ 83.1 million and $ 83.4 million at March 31, 2026 and December 31, 2025, respectively.

Regulatory liabilities related to accumulated deferred income taxes (“ADIT”) associated with the TCJA amounted to $ 82.8 million and $ 83.4 million at June 30, 2026 and December 31, 2025, respectively.

With the exception of the ADIT balance of $ 34.2 million attributable to Eastern Shore, such amounts are being amortized in accordance with approvals received from the Delaware, Maryland, and Florida PSCs in 2018 and 2019.

7 unchanged sentences

and Winter Haven, Key West, Pensacola, Sanford and West Palm Beach, Florida.

As of March 31, 2026 and December 31, 2025, we had approximately $ 3.3 million and $ 3.1 million, respectively, in environmental liabilities related to the former MGP sites, and related regulatory assets of approximately $ 0.2 million at the respective balance sheet dates for future recovery of environmental costs from customers.

As of June 30, 2026 and December 31, 2025, we had approximately $ 3.4 million and $ 3.1 million, respectively, in environmental liabilities related to the former MGP sites, and related regulatory assets of approximately $ 0.2 million at the respective balance sheet dates for future recovery of environmental costs from customers.

Environmental liabilities for our MGP sites are recorded on an undiscounted basis based on the estimate of future costs provided by independent consultants.

1 unchanged sentence

Remediation is ongoing for the MGPs in Winter Haven and Key West, Florida and in Seaford, Delaware.

The remaining clean-up costs are estimated to range from $ 0.3 million to $ 0.8 million for these three sites.

The estimated clean-up costs for these three sites are not expected to be material.

The Environmental Protection Agency has approved a "site-wide ready for anticipated use" status for the Sanford, Florida MGP site, which is the final step before delisting a site.

16 unchanged sentences

If FPU fails to meet this standard, it must provide an Adequate Assurance of Performance which can include an irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty.

As of March 31, 2026, FPU was in compliance with all of the requirements of its supply contracts.

As of June 30, 2026, FPU was in compliance with all of the requirements of its supply contracts.

Eight Flags provides electricity and steam generation services through its CHP plant located on Amelia Island, Florida.

4 unchanged sentences

The BOD has authorized us to issue corporate guarantees securing obligations of our subsidiaries and to obtain letters of credit securing our subsidiaries' obligations.

The maximum authorized liability under such guarantees and letters of credit as of March 31, 2026 was $ 81.0 million.

The aggregate amount guaranteed related to our subsidiaries at March 31, 2026 was $ 52.4 million with the guarantees expiring on various dates through March 2027.

The maximum authorized liability under such guarantees and letters of credit as of June 30, 2026 was $ 67.0 million.

The aggregate amount guaranteed related to our subsidiaries at June 30, 2026 was $ 45.2 million with the guarantees expiring on various dates through May 2027.

In addition, the BOD has authorized us to issue specific purpose corporate guarantees.

The amount of specific purpose guarantees outstanding at March 31, 2026 was $ 4.0 million.

As of March 31, 2026, we have issued letters of credit totaling $ 4.8 million related to various transportation, transmission, capacity and storage agreements as well as our primary insurance carriers.

These letters of credit have various expiration dates through October 2026 and to date, none have been used.

The amount of specific purpose guarantees outstanding at June 30, 2026 was $ 19.1 million.

As of June 30, 2026, we have issued letters of credit totaling $ 4.8 million related to various transportation, transmission, capacity and storage agreements as well as our primary insurance carriers.

These letters of credit have various expiration dates through April 2027 and to date, none have been used.

We do not anticipate that the counterparties will draw upon these letters of credit, and we expect that they will be renewed to the extent necessary in the future.

12 unchanged sentences

The following tables present information about our reportable segments:

Three Months Ended March 31,

Three Months Ended June 30,

(in millions) Regulated Unregulated Other Businesses and Eliminations (1)

21 unchanged sentences

Unregulated - Other taxes.

(in millions) March 31, 2026 December 31, 2025

Six Months Ended June 30,

(in millions) Regulated Unregulated Other Businesses and Eliminations (1)

Total Regulated Unregulated Other Businesses and Eliminations (1)

Operating revenues, unaffiliated customers $ 412.4 $ 142.6 $ — $ 555.0 $ 350.6 $ 140.9 $ — $ 491.5

Intersegment revenues (2)

1.2 16.3 ( 17.5 ) — 0.8 13.7 ( 14.5 ) —

413.6 158.9 ( 17.5 ) 555.0 351.4 154.6 ( 14.5 ) 491.5

Natural gas, propane and electric costs 141.2 74.9 ( 17.5 ) 198.6 105.6 75.1 ( 14.4 ) 166.3

Operations and maintenance expenses 95.7 44.5 ( 0.2 ) 140.0 82.4 42.0 ( 0.1 ) 124.3

Depreciation and amortization 33.4 11.0 — 44.4 34.4 10.0 — 44.4

Other segment items (3)

16.9 2.8 — 19.7 16.7 2.7 — 19.4

Segment operating income $ 126.4 $ 25.7 $ 0.2 $ 152.3 $ 112.3 $ 24.8 $ — $ 137.1

Other income, net 0.5 1.0

Interest charges 37.1 35.9

Income before income taxes 115.7 102.2

Income taxes 31.0 27.4

Net Income $ 84.7 $ 74.8

Capital expenditures $ 207.8 $ 22.1 $ 31.7 $ 261.6 $ 187.6 $ 22.5 $ 2.7 $ 212.8

(1) Other revenues and other operating income (loss) amounts are attributable to eliminations and unregulated subsidiaries that own real estate leased to the Company.

(2) All significant intersegment revenues are billed at market rates and have been eliminated from consolidated revenues.

(3) Other segment items for each reportable segment include:

Regulated - Other taxes and transaction and transition costs related to the integration of FCG;

Unregulated - Other taxes.

(in millions) June 30, 2026 December 31, 2025

Identifiable Assets

8 unchanged sentences

In November 2024, we established a new ATM program under which we may sell shares of our common stock up to an aggregate offering price of $ 100.0 million, subject to an effective shelf registration statement.

For the three months ended March 31, 2026 and 2025, we received net proceeds of $ 5.1 million and $ 19.8 million, respectively, associated with shares issued under the DRIP/DSPP as well as shares issued under our ATM program.

For the six months ended June 30, 2026 and 2025, we received net proceeds of $ 16.8 million and $ 61.2 million, respectively, associated with shares issued under the DRIP/DSPP as well as shares issued under our ATM program.

Accumulated Other Comprehensive Loss

agreements designated as cash flow hedges are the components of our accumulated other comprehensive income (loss).

The following tables present the changes in the balances of accumulated other comprehensive income (loss) components for the three months ended March 31, 2026 and 2025.

Defined benefit pension and postretirement plan items, unrealized gains (losses) of our propane swap agreements designated as commodity contract cash flow hedges, and the unrealized gains (losses) of our interest rate swap agreements designated as cash flow hedges are the components of our accumulated other comprehensive income (loss).

The following tables present the changes in the balances of accumulated other comprehensive income (loss) components for the six months ended June 30, 2026 and 2025.

All amounts in the following tables are presented net of tax.

5 unchanged sentences

As of December 31, 2025 $ ( 1.7 ) $ ( 0.5 ) $ ( 0.5 ) $ ( 2.7 )

Other comprehensive loss before reclassifications — 1.1 — 1.1

Other comprehensive income (loss) before reclassifications — 0.6 0.5 1.1

Amounts reclassified from accumulated other comprehensive loss — ( 0.1 ) — ( 0.1 )

Net current-period other comprehensive loss — 0.5 0.5 1.0

As of March 31, 2026 $ ( 1.7 ) $ 0.7 $ ( 0.5 ) $ ( 1.5 )

As of June 30, 2026 $ ( 1.7 ) $ — $ — $ ( 1.7 )

As of December 31, 2024 $ ( 2.1 ) $ 0.4 $ — $ ( 1.7 )

2 unchanged sentences

Net prior-period other comprehensive income (loss) — ( 0.2 ) ( 0.9 ) ( 1.1 )

As of March 31, 2025 $ ( 2.1 ) $ 0.6 $ ( 0.8 ) $ ( 2.3 )

As of June 30, 2025 $ ( 2.1 ) $ 0.2 $ ( 0.9 ) $ ( 2.8 )

Deferred gains or losses for our commodity contract and interest rate swap cash flow hedges are recognized in earnings upon settlement and are included in the effects of gains and losses from derivative instruments.

See Note 12, Derivative Instruments , for additional details.

See Note 12, Derivative Instruments , for additional information.

Amortization of the net loss related to the defined benefit pension plan and postretirement plans is included in the computation of net periodic cost (benefits).

See Note 10, Employee Benefit Plans , for additional details.

See Note 10, Employee Benefit Plans , for additional information.

Employee Benefit Plans

Net periodic costs for our pension and postretirement benefit plans were not material for the three months ended March 31, 2026 and 2025.

In addition, total amounts reclassified from accumulated other comprehensive income (loss) and regulatory assets related to all pension and postretirement benefit plans were not material during the three months ended March 31, 2026 and 2025.

Net periodic costs for our pension and postretirement benefit plans, including amounts reclassified from accumulated other comprehensive income (loss) and regulatory assets, were not material for the three and six months ended June 30, 2026 and 2025.

The components of our net periodic costs (benefits) have been recorded or reclassified to other expense, net in the condensed consolidated statements of income.

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The portion of the unrecognized pension and postretirement benefit costs related to FPU’s unregulated operations and Chesapeake Utilities' operations is recorded to accumulated other comprehensive income (loss).

During the three months ended March 31, 2026, there were no material contributions to our pension and postretirement plans and we do not expect to contribute to our pension and postretirement plans during 2026.

During the three and six months ended June 30, 2026, there were no material contributions to our pension and postretirement plans and we do not expect to contribute to our pension and postretirement plans during 2026.

The Chesapeake SERP, the Chesapeake Postretirement Plan and the FPU Medical Plan are unfunded and are expected to be paid out of our general funds.

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The participants are credited with gains or losses on those investments.

Assets held in the Rabbi Trust, recorded as Investments on the condensed consolidated balance sheets, had a fair value of $ 16.4 million and $ 17.2 million at March 31, 2026 and December 31, 2025, respectively.

Assets held in the Rabbi Trust, recorded as Investments on the condensed consolidated balance sheets, had a fair value of $ 18.7 million and $ 17.2 million at June 30, 2026 and December 31, 2025, respectively.

The assets of the Rabbi Trust are at all times subject to the claims of our general creditors.

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The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted, and the number of shares to be issued at the end of the service period.

The table below presents the amounts included in net income related to share-based compensation expense for the three months ended March 31, 2026 and 2025:

Three Months Ended

The table below presents the amounts included in net income related to share-based compensation expense for the three and six months ended June 30, 2026 and 2025:

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

(in millions)

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For the market-based conditions, we used the Monte Carlo valuation to estimate the fair value of each share granted.

The table below presents the summary of the stock activity for awards to key employees for the three months ended March 31, 2026:

The table below presents the summary of the stock activity for awards to key employees for the six months ended June 30, 2026:

(in thousands, except per share data) Number of Shares Weighted Average

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Expired ( 11 ) $ 121.68

Outstanding—March 31, 2026 336 $ 118.77

During the three months ended March 31, 2026, we granted awards of 124 thousand shares of common stock to officers and key employees under the SICP.

Forfeited ( 14 ) $ 115.19

Outstanding—June 30, 2026 322 $ 118.77

During the six months ended June 30, 2026, we granted awards of 124 thousand shares of common stock to officers and key employees under the SICP.

The shares granted are multi-year awards that will vest no later than the three-year service period ending December 31, 2028.

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Total combined payments for the employees’ tax obligations to the taxing authorities were approximately $ 2.0 million.

At March 31, 2026, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $ 42.4 million.

At March 31, 2026, there was approximately $ 13.3 million of unrecognized compensation cost related to these awards, which will be recognized through 2028.

At June 30, 2026, the aggregate intrinsic value of the SICP awards granted to key employees was approximately $ 39.4 million.

At June 30, 2026, there was approximately $ 7.6 million of unrecognized compensation cost related to these awards, which will be recognized through 2028.

Non-employee Directors

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Accordingly, our directors that served on the BOD as of May 2026 or were appointed during 2026 each received approximately 1 thousand shares of common stock, respectively, with a weighted average fair value of $ 125.83 per share.

At March 31, 2026, there was $ 0.1 million of unrecognized compensation expense related to shares granted to non-employee directors.

At June 30, 2026, there was $ 0.8 million of unrecognized compensation expense related to shares granted to non-employee directors.

This expense will be recognized over the remaining service period ending in May 2027.

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Occasionally, we may enter into interest rate swap agreements to mitigate risk associated with changes in short-term borrowing rates.

As of March 31, 2026, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

As of June 30, 2026, our natural gas and electric distribution operations did not have any outstanding derivative contracts.

We do not have any derivative contracts with a credit-risk related contingency.

Volume of Derivative Activity

As of March 31, 2026, the volume of our commodity derivative contracts were as follows:

As of June 30, 2026, the volume of our commodity derivative contracts were as follows:

Business unit Commodity Contract Type Quantity hedged (in millions) Designation Longest Expiration date of hedge

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Sharp entered into futures and swap agreements to mitigate the risk of fluctuations in wholesale propane index prices associated with the propane volumes that are expected to be purchased and/or sold during the heating season.

Under the futures and swap agreements, Sharp will receive the difference between (i) the index prices (Mont Belvieu prices in April 2026 through September 2028) and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices.

Under the futures and swap agreements, Sharp will receive the difference between (i) the index prices (Mont Belvieu prices in July 2026 through September 2028) and (ii) the per gallon propane swap prices, to the extent the index prices exceed the contracted prices.

If the index prices are lower than the contract prices, Sharp will pay the difference.

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The change in the fair value of the swap agreements is recorded as unrealized gain (loss) in other comprehensive income (loss) and later recognized in the statement of income in the same period and in the same line item as the hedged transaction.

The amount of unrealized loss that we expect to reclassify from accumulated other comprehensive income (loss) related to our commodity cash flow hedges to earnings during the 12 -month period ended March 31, 2027 is $ 0.8 million.

The amount of unrealized gains (losses) that we expect to reclassify from accumulated other comprehensive income (loss) related to our commodity cash flow hedges to earnings during the 12 -month period ended June 30, 2027 is not material.

Interest Rate Swap Activities

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Margin requirements consist of initial margin that is posted upon the initiation of a position, maintenance margin that is usually expressed as a percent of initial margin, and variation margin that fluctuates based on the daily mark-to-market relative to maintenance margin requirements.

We currently maintain a broker margin account for Sharp included within other current assets on the condensed consolidated balance sheets which had a balance of $ 2.3 million and $ 2.4 million as of March 31, 2026 and December 31, 2025, respectively.

Financial Statements Presentation

The following tables present information about the fair value and related gains and losses of our derivative contracts.

We did not have any derivative contracts with a credit-risk related contingency.

Fair values of the derivative contracts recorded in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, are as follows:

Derivative Assets

Fair Value As Of

(in millions) Balance Sheet Location March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges

Propane swap agreements Derivative assets, at fair value $ 0.9 $ —

Total Derivative Assets (1)

(1) Derivative assets, at fair value, include $ 0.8 million in current assets in the condensed consolidated balance sheet at March 31, 2026, with the remainder of the balances classified as long-term.

There were no current derivative asset at December 31, 2025,

Derivative Liabilities

Fair Value As Of

(in millions) Balance Sheet Location March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges

Propane swap agreements Derivative liabilities, at fair value $ — $ 0.7

Interest rate swap agreements Derivative liabilities, at fair value 0.7 0.7

Total Derivative Liabilities (1)

(1) Derivative liabilities, at fair value, include $ 0.2 million in current liabilities in the condensed consolidated balance sheet at March 31, 2026 and $ 0.8 million at December 31, 2025, with the remainder of the balances classified as long-term.

The effects of gains and losses from derivative instruments on the condensed consolidated statements of income are as follows:

Amount of Gain (Loss) on Derivatives

Location of Gain For the Three Months Ended March 31,

(in millions) (Loss) on Derivatives 2026 2025

Derivatives designated as cash flow hedges

Propane swap agreements Unregulated propane and natural gas costs $ ( 0.1 ) $ 0.7

Interest rate swap agreements

Interest expense — 0.1

Total $ ( 0.1 ) $ 0.8

The fair values of our derivative assets and liabilities recorded in the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, as well as the effects of gains and losses from these derivative instruments on the condensed consolidated statements of income for the three and six months ended June 30, 2026 and 2025, were not material.

Fair Value of Financial Instruments

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Financial Assets and Liabilities Measured at Fair Value

The following tables summarize our financial assets and liabilities that are measured at fair value on a recurring basis and the fair value measurements, by level, within the fair value hierarchy as of March 31, 2026 and December 31, 2025:

Fair Value Measurements Using:

As of March 31, 2026 Fair Value Quoted Prices in

As of June 30, 2026 Fair Value Quoted Prices in

Active Markets

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Derivative liabilities $ 1.4 $ — $ 1.4 $ —

The changes in the fair value of Level 3 investments for the three months ended March 31, 2026 and 2025 were not material.

The changes in the fair value of Level 3 investments for the six months ended June 30, 2026 and 2025 were not material.

Investment income from the Level 3 investments is reflected in other income, net in the condensed consolidated statements of income.

At March 31, 2026, there were no non-financial assets or liabilities required to be reported at fair value.

At June 30, 2026, there were no non-financial assets or liabilities required to be reported at fair value.

We review our non-financial assets for impairment at least on an annual basis, as required.

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The fair value of short-term debt approximates the carrying value due to its near-term maturities and because interest rates approximate current market rates (Level 2 measurement).

At March 31, 2026 and December 31, 2025, long-term debt, which includes current maturities but excludes debt issuance costs, had both a carrying value and estimated fair value of approximately $ 1.5 billion.

At June 30, 2026 and December 31, 2025, long-term debt, which includes current maturities but excludes debt issuance costs, had both a carrying value and estimated fair value of approximately $ 1.5 billion.

The fair value was calculated using a discounted cash flow methodology that incorporates a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, and with adjustments for duration, optionality, and risk profile.

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Our outstanding long-term debt is shown below:

March 31, December 31,

June 30, December 31,

(in millions) 2026 2025

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We amended these agreements with Prudential and MetLife in February 2026 and June 2025, respectively, to expand the total borrowing capacity and extend the term of the agreements.

At March 31, 2026, a total of $ 343.3 million of borrowing capacity was available under these agreements with terms that extend through February 2029 and June 2030, respectively.

At June 30, 2026, a total of $ 347.5 million of borrowing capacity was available under these agreements with terms that extend through February 2029 and June 2030, respectively.

Short-Term Borrowings

As of March 31, 2026, we are authorized by our BOD to borrow up to $ 450.0 million of short-term debt, as required.

At March 31, 2026 and December 31, 2025, we had $ 199.6 million and $ 158.0 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 4.66 percent and 4.73 percent, respectively.

There were no borrowings outstanding under the sustainable investment sublimit of the 364-day tranche at March 31, 2026.

In August 2024, we amended and restated our revolving credit agreement, which increased the total borrowing capacity under the Revolver to $ 450.0 million, including $ 250.0 million available under the 364-day tranche and $ 200.0 million available under the five-year tranche which expires in August 2029.

In August 2025, we exercised an option under the Revolver to extend the 364-day tranche through August 2026.

All other terms and conditions of the agreement remain unchanged.

As of June 30, 2026, we were authorized by our BOD to borrow up to $ 450.0 million of short-term debt, as required.

At June 30, 2026 and December 31, 2025, we had $ 238.1 million and $ 158.0 million, respectively, of short-term borrowings outstanding at a weighted average interest rate of 4.61 percent and 4.73 percent, respectively.

There were no borrowings outstanding under the sustainable investment sublimit of the 364-day tranche at June 30, 2026.

In August 2026, we amended and restated our revolving credit agreement, which increased the total borrowing capacity under the Revolver to $ 650.0 million, including $ 250.0 million available under a 364-day tranche and $ 400.0 million available under a five-year tranche which expires in August 2031.

Both tranches include three one-year extension options which would extend the 364-day tranche through August 2030 and the five-year tranche through August 2034 if exercised consecutively.

All other key terms and conditions of the agreement remain substantially the same.

We may also request increases under the Revolver of up to $ 50.0 million under the 364-day tranche and up to $ 100.0 million under the five-year tranche, with the lenders having sole discretion of whether to approve each requested increase.

Borrowings under both tranches of the Revolver continue to be subject to a pricing grid, including the commitment fee and the interest rate charged based upon our total indebtedness to total capitalization ratio for the prior quarter.

The 364-day tranche continues to bear interest (i) based upon the SOFR, plus a 10 -basis point credit spread adjustment, and an applicable margin of 1.05 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate, solely at our discretion.

The five-year tranche continues to bear interest (i) based upon the SOFR, plus a 10 -basis point credit spread adjustment, and an applicable margin of 1.25 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate, solely at our discretion.

The 364-day tranche continues to bear interest (i) based upon the SOFR plus an applicable margin of 1.10 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate, solely at our discretion.

The five-year tranche continues to bear interest (i) based upon the SOFR plus an applicable margin of 1.25 percent or less, with such margin based on total indebtedness as a percentage of total capitalization or (ii) the base rate, solely at our discretion.

We also utilize interest rate swaps to manage rate risk under our Revolver.

3 unchanged sentences

We are required by the financial covenants in the Revolver to maintain, at the end of each fiscal year, a funded indebtedness ratio of no greater than 65 percent.

As of March 31, 2026, we were in compliance with this covenant.

Our total available credit under the Revolver at March 31, 2026 was $ 245.6 million.

As of March 31, 2026, we had issued $ 4.8 million in letters of credit to various counterparties under the Revolver.

As of June 30, 2026, we were in compliance with this covenant.

Our total available credit under the Revolver at June 30, 2026 was $ 207.1 million.

As of June 30, 2026, we had issued $ 4.8 million in letters of credit to various counterparties under the Revolver.

These letters of credit are not included in the outstanding short-term borrowings and we do not anticipate that they will be drawn upon by the counterparties.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements