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Item 9A. Controls and Procedures

2024-03-01 compared with 2023-02-24 · 221 added, 85 removed, 160 unchanged (66% of the section changed)

CONTROLS AND PROCEDURES

(1) Disclosure controls and procedures are controls

and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the

Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure.

by Rule 13a-15 under the Exchange Act, an evaluation of the effectiveness of the design and operation of the Company’s disclosure

controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer

for the quarter ended December 31, 2022.

Based upon that evaluation the Company’s Chief Executive Officer and the Company’s

Chief Financial Officer concluded:

Disclosure controls and procedures were effective as of the end of the period covered by this report.

No changes in internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or

are reasonably likely to materially affect, internal control over financial reporting.

management believes the consolidated financial statements included in this report fairly present in all material respects our financial

condition, results of operations and cash flows for the periods presented.

(2) Management’s Report on Internal Control Over Financial Reporting

The management of Middlesex Water Company (Middlesex

or the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange

Act Rule 13A-15(f) and 15d-15(f).

Middlesex’s internal control system was designed to provide reasonable assurance to the Company’s

management and Board of Directors of adequate preparation and fair presentation of the published financial statements.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to the adequacy of financial statement preparation and presentation.

Middlesex’s management assessed the effectiveness of the Company’s

internal control over financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework).

Based on our assessment, we believe that as of December 31, 2022, the Company’s internal control over financial reporting is operating

as designed and is effective based on those criteria.

Middlesex’s independent registered public accounting

firm (PCAOB ID 23 ) has audited the effectiveness of our internal control over financial reporting as of December 31, 2022 as stated in

their report which is included herein.

(1) Disclosure

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated

and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow

timely decisions regarding disclosure.

As required by Rule 13a-15 under the Exchange

Act, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted

by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer for the year ended December 31,

Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded

a) The following changes in internal control over financial reporting occurred during the year ended December

31, 2023 that has materially affected, or are reasonably likely to materially affect, internal control over financial reporting:

In December 2023, management implemented

various auditing and monitoring solutions that provide greater transparency into changes made within our information technology (IT) systems.

These control solutions are supported by a timely review process that focuses on the proper authorization and approval of IT system changes.

b) Our disclosure controls and procedures were not effective as of December 31, 2023 due to the material

weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will

not be prevented or detected on a timely basis.

As the IT material weakness was

recently determined to exist, the remediation actions described in paragraph (1) a) above were completed in December 2023.

the implemented controls did not operate over a sufficient time period to adequately test and validate the remediation and reassess

other information technology general controls (ITGCs), which may require further remediation actions.

In addition, there were

ineffective internal controls related to income tax accounting for a non-routine transaction.

Management has determined that such

material weaknesses exist as of December 31, 2023.

(2) Management’s Report on Internal Control Over Financial

The management of the Company is responsible for

establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13A-15(f) and 15d-15(f).

Middlesex’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of

Directors of adequate preparation and fair presentation of the published financial statements.

All internal control systems, no matter how well

designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to the adequacy of financial statement preparation and presentation.

Middlesex’s management assessed the effectiveness of

the Company’s internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework

(2013 framework).

Subsequent to the issuance of the Company’s

consolidated financial statements for the year ended December 31, 2022 which were included in Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2022, originally filed with the United States Securities and Exchange Commission on February 24,

2023, the Company’s independent registered public accounting firm, Baker Tilly US, LLP (Baker Tilly), conducted a routine internal

quality review of its integrated audit of the Company’s 2022 consolidated financial statements and internal

control over financial reporting as of

December 31, 2022.

As a result of this review, Baker Tilly re-examined the Company’s ITGCs in the areas of user access and

change management over certain IT systems that support the Company’s financial reporting processes.

Certain of those controls

were found to be deficient because of a lack of sufficient IT control processes designed to prevent or detect unauthorized changes

in applications and data in selected IT environments.

It has therefore been concluded that automated and manual process controls

dependent on ITGCs were not effective.

These ineffective controls create a possibility that material misstatements in financial

reporting processes and financial statement accounts in our consolidated financial statements will not be prevented or detected on a

timely basis.

As the material weakness was recently determined to exist, certain remediation actions were completed in December

Various auditing and monitoring solutions have been implemented that provide greater transparency into changes made within our

These control solutions are supported by a timely review process that focuses on the proper authorization and approval

of IT system changes.

Due to the timing of the implementation of the solutions, the controls implemented did not operate over a

sufficient time period to adequately test and validate the remediation and reassess other ITGCs, which may require further

remediation actions.

In addition, there were

ineffective internal controls related to income tax accounting for a non-routine transaction.

Management has determined that such

material weaknesses exist as of December 31, 2023.

Notwithstanding the identified material weakness

referred to above, management, including our principal executive officer and principal financial officer, believe that the financial statements

contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 fairly present, in all material

respects, the financial condition, results of operations and cash flows of the Company for all periods presented in accordance with accounting

principles generally accepted in the United States of America.

While the Audit Committee of our Board of Directors

and Company management will closely monitor the remediation efforts, until the remediation efforts discussed in this section are complete,

tested and determined effective, we will not be able to conclude that the material weakness has been remediated.

Middlesex’s independent registered public

accounting firm (PCAOB ID 23 ) has audited the effectiveness of our internal control over financial reporting as of December 31, 2023 as

stated in their report dated as of February 29, 2024, which is included herein.

/s/ Dennis W.

8 unchanged sentences

OTHER INFORMATION.

(b) Insider Trading Arrangements and Policies - During the three months ended December 31, 2023, no director or officer of the Company

adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K."

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

4 unchanged sentences

herein by reference.

Information regarding the Executive Officers of Middlesex

Water Company is included under Item 1.

Information regarding the Executive Officers of

Middlesex Water Company is included under Item 1.

in Part I of this Annual Report.

EXECUTIVE COMPENSATION.

This Information for Middlesex Water Company is included

in Middlesex Water Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

This Information for Middlesex Water Company is

included in Middlesex Water Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

This information for Middlesex Water

Company is included in Middlesex Water Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated

This information for Middlesex

Water Company is included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated

herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

This information for Middlesex Water Company is included

in Middlesex Water Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

This information for Middlesex Water Company is included

in Middlesex Water Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

This information for Middlesex Water Company is

included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

This information for Middlesex Water Company is

included in Middlesex Water Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Consolidated Balance Sheets at December 31, 2023 and 2022.

Consolidated Statements of Income for each of the three years in the period ended December 31, 2022.

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2022.

Consolidated Statements of Capital Stock and Long-term Debt as of December 31, 2022 and 2021.

Consolidated Statements of Common Stockholders’ Equity for each of the three years in the period ended December 31, 2022.

Consolidated Statements of Income for each of the three

years in the period ended

December 31, 2023.

Consolidated Statements of Cash Flows for each of the three

years in the period ended

December 31, 2023.

Consolidated Statements of Capital Stock and Long-term Debt

as of December 31, 2023 and 2022.

Consolidated Statements of Common Stockholders’ Equity

for each of the three years in the period ended December 31, 2023.

Notes to Consolidated Financial Statements.

Financial Statement Schedules

All Schedules are omitted because of the absence of the conditions

under which they are required or because the required information is shown in the financial statements or notes thereto.

See Exhibit listing immediately following the signature

All Schedules are omitted because of the absence of the

conditions under which they are required or because the required information is shown in the financial statements or notes thereto.

See Exhibit listing immediately following the

signature page.

FORM 10-K SUMMARY.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

Pursuant to the requirements of Section 13 or

15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

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February 29, 2024

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2023.

Pursuant to the requirements of the Securities

and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

indicated on February 29, 2024.

Bruce O’Connor

1 unchanged sentence

Senior Vice President, Treasurer and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

/s/ Robert J.

Corporate Controller

(Principal Accounting Officer)

/s/ Dennis W.

34 unchanged sentences

Water Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended.

Water Purchase Contract, dated as of September 25, 2003, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No.

10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority.

Treatment and Pumping Agreement, dated October 1, 2014, between the Company and the Township of East Brunswick, filed as Exhibit No.

10 unchanged sentences

Registration Statement, Form S-8, under the Securities Act of 1933, filed December 18, 2008, relating to the Middlesex Water Company Outside Director Stock Compensation Stock Plan.

Change in Control Termination Agreement, dated as of January 1, 2009, between the Company and Dennis W.

Doll, filed as Exhibit 10.13(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Employment Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated January 23, 2024.

Change in Control Termination Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated January 23, 2024.

Change in Control Termination Agreement, dated as of January 1, 2009, between the Company and A.

10 unchanged sentences

Fullagar, filed as Exhibit 10.12(g) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

EXHIBIT INDEX

Document Description

Change in Control Termination Agreement, dated as of July 1, 2019, between the Company and Georgia M.

Simpson, filed as Exhibit 10.12(h) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Change in Control Termination Agreement, dated as of April 28, 2023 between the Company and Robert J.

Capko, filed as Exhibit 10.12(i) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick.

EXHIBIT INDEX

Document Description

Amendment, dated November 28, 2016, to Transmission Agreement between the Company and the Township of East Brunswick, filed as Exhibit No.

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Contract, dated August 20, 2018, between the City of Perth Amboy and Utility Service Affiliates (Perth Amboy), Inc., filed as Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

Thirtieth Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association;

Loan Agreement, dated November 1, 2004, between the State of New Jersey and the Company (Series EE), filed as Exhibit No.

10.26 of the Company’s for the year ended December 31, 2004.

Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association;

Loan Agreement, dated

November 1, 2004, between the State of New Jersey and the Company (Series EE), filed as Exhibit No.

10.26 of the Company’s

Annual Report on Form 10-K for the year ended December 31, 2004.

Thirty-First Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association;

5 unchanged sentences

and CoBank, ACB, filed as Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

EXHIBIT INDEX

Document Description

Promissory Note and Supplement, dated March 29, 2021, between Tidewater Utilities, Inc.

2 unchanged sentences

and CoBank, ACB, filed as Exhibit 10.19(b) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Promissory Note and Supplement, dated May 11, 2023, between Tidewater Utilities, Inc.

and CoBank, ACB;

Amendments to Combination Water Utility Real Estate Mortgage and Security Agreement, effective May 11, 2023, between Tidewater Utilities, Inc.

and CoBank, ACB, filed as Exhibit 10.17(c) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

Sixth Amendment to Promissory Note and Supplement, dated as of May 11, 2023, between Tidewater Utilities, Inc.

and CoBank, ACB, filed as Exhibit 10.17(d) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

Agreement for a Supply of Water, dated April 1, 2006, between the Company and the City of Rahway, filed as Exhibit No.

2 unchanged sentences

10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

EXHIBIT INDEX

Document Description

Loan Agreement, dated November 1, 2006, between the New Jersey Environmental Infrastructure Trust and the Company (Series HH), filed as Exhibit No.

4 unchanged sentences

Loan Agreement, dated November 1, 2008, between New Jersey Environmental Infrastructure Trust and the Company dated as of (Series KK), filed as Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Loan Agreement, dated November 1, 2008, between the State of New Jersey and the Company (Series LL), filed as Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Prospectus Supplement, filed August 3, 2022, relating to the Middlesex Water Company Investment Plan.

Amended and Restated $68,000,000 Revolving Line of Credit Note, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

W aiver and Amendment to Loan Documents, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 .

EXHIBIT INDEX

Document Description

Uncommitted ($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., Tidewater Environmental Services, Inc., and Bank of America, N.A.

filed as Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Amendment No.

1 ($60,000,000) to Uncommitted Loan Agreement, dated January 27, 2022, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Agreement, dated November 1, 2008, between the State of New Jersey and the Company (Series LL), filed as Exhibit 10.35 of the

Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Supplement, filed August 3, 2022, relating to the Middlesex Water Company Investment Plan.

Supplement, filed July 25, 2023, relating to the Middlesex Water Company Investment Plan.

and Restated $68,000,000 Revolving Line of Credit Note, dated February 9, 2022, between the Company, Pinelands Wastewater Company,

Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(a) of the Company’s Annual Report on

Form 10-K for the year ended December 31, 2021.

and Amendment to Loan Documents, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company,

Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental

Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(b) of the Company’s Annual Report on Form 10-K for the year ended

December 31, 2021.

to Loan Documents, dated March 17, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,

Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc.,

and PNC Bank, N.A.

filed as Exhibit 10.26(c) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended

March 31, 2023.

to Loan Documents, dated April 5, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,

Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc.,

and PNC Bank, N.A, filed as Exhibit 10.26(d) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended

March 31, 2023.

EXHIBIT INDEX

to Loan Documents, dated June 15, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities,

Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc.,

and PNC Bank, N.A, filed as Exhibit 10.26(e) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended

June 30, 2023.

Amendment to Loan Documents,

dated January 29, 2024, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility

Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc.

and While Marsh Environmental Systems, Inc., and PNC Bank,

($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems,

Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth

Amboy) Inc., Tidewater Environmental Services, Inc., and Bank of America, N.A.

filed as Exhibit 10.30 of the Company’s Annual

Report on Form 10-K for the year ended December 31, 2020.

1 ($60,000,000) to Uncommitted Loan Agreement, dated January 27, 2022, between the Company, Tidewater Utilities, Inc., White

Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility

Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(b) of the Company’s Annual Report

on Form 10-K for the year ended December 31, 2021.

2 ($60,000,000) to Uncommitted Loan Agreement, dated January 26, 2023, between the Company, Tidewater Utilities, Inc., White

Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility

Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A.

filed as Exhibit 10.27(c) of the Company’s Annual Report on

Form 10-K for the year ended December 31, 2022.

EXHIBIT INDEX

Document Description

Amendment No.

6 unchanged sentences

Loan Agreement, dated May 1, 2012, between New Jersey Environmental Infrastructure Trust and the Company (Series PP), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

EXHIBIT INDEX

Document Description

Loan Agreement, dated November 1, 2012, between the New Jersey Economic Development Authority and the Company (Series QQ, RR & SS), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Loan Agreement, dated November 1, 2012, between the New Jersey Economic Development Authority and the Company (Series QQ]), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Loan Agreement, dated May 1, 2013, between the State of New Jersey and the Company (Series TT), filed as Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

1 unchanged sentence

Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series VV), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 .

EXHIBIT INDEX

Document Description

Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series WW), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

4 unchanged sentences

Loan Agreement, dated August 1, 2019, between New Jersey Economic Development Authority and the Company (Series 2019A and Series 2019B), filed as Exhibit 10.50 to the Company’s Current Report on Form 8-K filed September 6, 2019.

EXHIBIT INDEX

Document Description

Bond Purchase Agreement, dated November 16, 2020, between New York Life Insurance Company and Affiliates and the Company (Series 2020A), filed as Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

2 unchanged sentences

Loan Agreement, dated May 1, 2022, between New Jersey Infrastructure Bank and the Company (Series 2022A), filed as Exhibit 10.40 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.

Loan Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection, and the Company (Series 2022B) filed as Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022.

EXHIBIT INDEX

Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection,

and the Company (Series 2022B) filed as Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q for the quarterly period

ended June 30, 2022.

Purchase Agreement, dated March 2, 2023, between New York Life Insurance Company and Affiliates and the Company (Series 2023A) filed

as Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department

of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc., filed as Exhibit 10.49 of the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department

of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.50 of the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

Agreement, dated April 5, 2023, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department

of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc, filed as Exhibit 10.51 of the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

Advance Term Promissory Note, dated May 22, 2023, between Pinelands Water Company and CoBank, ACB, filed as Exhibit 10.53 of the

Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.

Advance Term Promissory Note, dated May 22, 2023, between Pinelands Wastewater Company and CoBank, ACB, filed as Exhibit 10.54 of

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.

Agreement, dated as of August 28, 2023, between Middlesex Water Company and 3M Company, filed as Exhibit 10.55 of the Company’s

Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023.

Agreement, dated March 1, 2024, between the Company and Dennis W.

Doll, filed as Exhibit 99.4 of the Company’s Current Report

on Form 8-K dated January 23, 2024.

EXHIBIT INDEX

Document Description

Middlesex Water Company Insider Trading Policy.

Middlesex Water Company Subsidiaries.

8 unchanged sentences

Bruce O’Connor pursuant to 18 U.S.C.§1350.

Middlesex Water Company Incentive-Based Award Clawback Policy.

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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-K

Item 9A. Controls and Procedures