What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-03-01 · 242 added, 304 removed, 286 unchanged (66% of the section changed)

Middlesex Water Company (Middlesex) was incorporated

as a water utility company in 1897 and owns and operates regulated water utility and wastewater systems primarily in New Jersey and Delaware.

Middlesex also operates water and wastewater systems under contract on behalf of municipal and private clients primarily in New Jersey

and Delaware.

The terms “the Company,” “we,”

“our,” and “us” refer to Middlesex Water Company and its subsidiaries, including Tidewater Utilities, Inc.

and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems,

“our,” and “us” collectively refer to Middlesex Water Company (Middlesex) and its subsidiaries, including Tidewater

Utilities, Inc.

(Tidewater) and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (Southern Shores) and

White Marsh Environmental Systems, Inc.

(White Marsh).

The Company’s other subsidiaries are Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company

(Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc.

(USA) and Utility Service Affiliates (Perth Amboy)

Inc., (USA-PA).

The Company’s principal executive offices

are located at 485C Route 1 South, Suite 400, Iselin, New Jersey 08830.

The Company’s other subsidiaries are Pinelands Water Company (Pinelands Water)

and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc.

(USA) and Utility

Service Affiliates (Perth Amboy) Inc.

Middlesex was incorporated as a water utility

company in 1897 and owns and operates regulated water utility and wastewater systems primarily in New Jersey and Delaware.

Middlesex also

operates water and wastewater systems under contract on behalf of municipal and private clients primarily in New Jersey and Delaware.

Across our regulated utility systems, we serve approximately 128,000 customers.

We operate water and wastewater systems under unregulated

contracts for governmental entities and private entities.

Our principal executive offices are located at

485C Route 1 South, Suite 400, Iselin, New Jersey 08830.

Our telephone number is (732) 634-1500.

Our website address is

http://www.middlesexwater.com.

Our website address is www.middlesexwater.com.

Information contained on our website is not part of this Annual Report on Form 10-K.

We make available,

free of charge through our website, reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange

Act of 1934, after such material is electronically filed with or furnished to the United States Securities and Exchange Commission (the

We make available, free of charge through our website,

reports and amendments filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, after such material

is electronically filed with or furnished to the United States Securities and Exchange Commission (the SEC).

We also periodically provide

certain information for investors on our website, and our investor relations website, investors.middlesexwater.com.

This includes press

releases and other information about dividends on the Company’s equity securities.

Middlesex System

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the City of Rahway and the Old Bridge Municipal Utilities Authority are supplemental to the water systems owned and operated by these

Middlesex is the sole source of water for the Borough of Highland Park and the Township of East Brunswick.

Middlesex provides water service to approximately

300 customers in Cumberland County, New Jersey.

This system is referred to as the Fortescue System, and is not physically interconnected

with the Middlesex System.

The Fortescue System produced less than 0.1% of our 2023 consolidated operating revenues.

Middlesex is the primary source of water for the Borough of Highland Park and the Township of East Brunswick.

Tidewater System

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USA-PA operates the City of Perth Amboy, New Jersey’s

(Perth Amboy) water and wastewater systems under a 10-year agreement, which expires in December 2028.

(Perth Amboy) water and wastewater systems under a ten-year agreement, which expires in December 2028.

In addition to performing day-to

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expiring in 2030.

USA also provides water

and wastewater services to several other New Jersey municipalities under contracts that are not regulated by a public utility commission

as to rates and service.

Under a marketing agreement

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White Marsh operates or maintains water and/or

wastewater systems that serve approximately 4,300 service connections under 31 separate contracts.

White Marsh also owns two commercial

properties that are leased to Tidewater for its administrative office campus and its field operations center.

White Marsh produced approximately

1% of our 2023 consolidated operating revenues.

wastewater systems that serve approximately 4,300 service connections under 28 separate contracts, primarily in New Castle, Kent and Sussex

Counties, Delaware.

White Marsh also owns two commercial properties that are leased to Tidewater for its administrative office campus

and its field operations center.

White Marsh produced approximately 1% of our 2024 consolidated operating revenues.

Financial Information

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are physically separate and are not interconnected.

In New Jersey, the Pinelands System and Fortescue System are not interconnected with

the Middlesex System or each other.

We believe we have adequate sources of water supply to meet the current service requirements of our

present customers in New Jersey and Delaware.

In New Jersey, the Pinelands System is not interconnected with the Middlesex System.

We believe we have adequate sources of water supply to meet the current service requirements of our present customers in New Jersey and

Middlesex System

1 unchanged sentence

billion gallons in 2024 from:

● The Carl J.

Olsen Surface Water Treatment Plant (CJO Plant)-10.3 billion gallons;

● Twenty-seven Company-owned wells (ground water)-2.0 billion gallons;

● The balance purchased from a non-affiliated water utility regulated by the New Jersey Board of Public

Utilities (NJBPU) under an agreement which expires February 27, 2026.

This agreement provides for minimum purchases of 3.0 million gallons

per day (mgd) of treated water with provisions for additional purchases.

In November 2021, Middlesex temporarily ceased

pumping from its Company-owned wells at the Park Avenue Wellfield Treatment Plant (Park Avenue Plant) in South Plainfield, New Jersey

and alternate sources of supply were obtained in order to comply with new State of New Jersey water quality regulations relative to poly-

and perfluoroalkyl substances, collectively referred to as PFAS, that became effective in 2021.

Prior to 2021, the Company began design for construction

of an enhanced treatment process at the Park Avenue Plant to meet the expected PFAS water quality standards anticipated to be enacted

by the State of New Jersey, which at that time were unknown as to their timing and extent.

In June 2022, a portion of the enhanced treatment

process was completed, placed into service and effectively treated the ground water in compliance with all state and federal drinking

water standards.

In June 2023, the Company completed the permanent construction of the entire Park Avenue Plant treatment upgrades and

placed the upgrades into operation in full compliance with the new State of New Jersey PFAS water quality regulations.

Company-owned wells (ground water)-2.9 billion gallons;

The balance purchased from a non-affiliated water utility regulated by the New Jersey Board of Public Utilities (NJBPU) under an agreement which expires February 27, 2026.

This agreement provides for minimum purchases of 3.0 million gallons per day (mgd) of treated water with provisions for additional purchases.

The Middlesex System’s distribution storage

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The untreated surface water is pumped to, and treated at, the CJO Plant.

Water supply to customers of the Fortescue System

is derived from two wells, which produced approximately 6.7 million gallons in 2023.

Tidewater System

Our Tidewater System produced approximately 2.9

billion gallons in 2023, primarily from 175 wells.

Tidewater expects to submit applications to Delaware regulatory authorities for the

approval of additional wells as growth, customer demand and water quality warrant.

Tidewater augments its water production with annual

purchases of up to 60.0 million gallons of treated water from the City of Dover, Delaware.

Tidewater does not have a central water treatment

facility for the over 470 separate communities it serves.

As the number has grown, many of Tidewater’s individual systems have been

interconnected, forming several regional systems that are served by multiple water treatment facilities owned by Tidewater.

Our Tidewater System, together with our wholly-owned

subsidiary, Southern Shores, produced approximately 3.3 billion gallons in 2024, primarily from 172 wells.

Tidewater expects to submit

applications to Delaware regulatory authorities for the approval of additional wells as growth, customer demand and water quality warrant.

Tidewater augments its water production with annual purchases of up to 75.0 million gallons of treated water from the City of Dover, Delaware.

Tidewater does not have a central water treatment facility for the over 480 separate communities it serves.

As the number has grown, many

of Tidewater’s individual systems have been interconnected, forming several regional systems that are served by multiple water treatment

facilities owned by Tidewater.

Pinelands Water System

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As of December 31, 2024, the Company had 360 employees.

employees are subject to a collective bargaining agreement.

employees is subject to a collective bargaining agreement.

We believe our employee relations are positive.

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They can take this action without fear of reprisal.

In response to the Coronavirus (COVID-19) pandemic,

the Company continues to implement changes it determines are in the best interest of our employees and customers, as well as required

to comply with government emergency orders and regulations.

While the nature of our utility services business requires portions of our

workforce to operate in the field and at treatment facilities, we employ and maintain a variety of processes to help ensure the safety

of those employees and the public in light of the pandemic.

Employee Development

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Our Executive Management team and our Board of Directors continually assess

succession plans, leadership development progress and policies and strategies regarding recruitment, retention, career development, diversity,

succession plans, leadership development progress

and policies and strategies regarding recruitment, retention, career development, diversity,

equity and inclusion.

Formalized succession planning strategies have been developed for key leadership positions.

Diversity, Equity & Inclusion (DEI)

The Company is committed

to DEI based upon our belief that embracing DEI is consistent with our Company culture and benefits all stakeholders by maintaining a

workforce with a variety of skills and perspectives as a result of their diverse backgrounds and experiences.

The Company remains a signatory

to CEO Action for Diversity and Inclusion, a business led initiative which encourages companies to cultivate environments that support

dialogue on DEI, implement and expand bias education and training and engage boards of directors in the development and evaluation of

inclusion and diversity strategies.

The Company is focused

on recruitment and/or development of both external and internal candidates so that all prospective and current employees are provided

an opportunity to advance their careers.

We are intentional in our efforts to attract candidates from historically marginalized groups

and seek a diverse pool of candidates for apprenticeships and internship opportunities.

Statements on DEI and our Human Rights Policy

can be found on our website.

We continue to monitor the results of our DEI efforts and continually explore opportunities to further engage

our employees and customers.

Belonging & Inclusion

The Company is committed to fostering a workplace where employees feel valued,

respected, and empowered to contribute their unique perspectives.

The Company is focused on recruitment and/or development of both external

and internal candidates so that all prospective and current employees are provided an opportunity to advance their careers.

on belonging and inclusion can be found on our website and are not part of this Annual Report on Form 10-K.

Our business in our franchised service areas is

8 unchanged sentences

Our rates charged to customers for utility services,

the quality of the services we provide and certain other matters are regulated by the NJBPU and DEPSC (collectively, the Public Utility

Commissions).

the quality of the services we provide and certain other matters are regulated by the state public utility commissions in the states where

we operate, including the NJBPU and the DEPSC (collectively, the Public Utility Commissions).

Our USA, USA-PA and White Marsh subsidiaries are

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New Jersey Department of Environmental Protection (NJDEP) with respect to operations in New Jersey;

● Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health

and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission with respect to operations in Delaware.

Delaware Department of Natural Resources and Environmental Control, the Delaware Department of Health and Social Services-Division of Public Health (DEDPH), and the Delaware River Basin Commission with respect to operations in Delaware.

In addition, our issuances of equity securities

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Middlesex Rate Matters

In February 2024, Middlesex’s petition

to the NJBPU, filed in May 2023, seeking permission to increase its base water rates was concluded, based on a negotiated settlement

that is expected to increase annual operating revenues by $15.4 million effective March 1, 2024.

The approved tariff rates

were designed to recover increased operating costs as well as a return on invested capital of $563.1 million, based on an authorized

return on common equity of 9.6%.

Middlesex has made capital infrastructure investments to ensure prudent upgrade and

replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service.

proceeds from the settlement of Middlesex’s 3M Company (3M) lawsuit were used to recover costs for the construction of the

Park Avenue Plant PFAS treatment upgrades, including depreciation and carrying costs.

The rate case settlement will result in the

reclassification of $48.3 million from Regulatory Liabilities to Contributions in Aid of Construction in the March 31, 2024 balance

The Company will also record in the first quarter of 2024 the recovery of $0.7 million and $2.4 million of prior year

depreciation and carrying costs, respectively, as well as the recovery of $1.4 million of prior year costs which were associated

with the interim solution to comply with the Notice, all of which were approved in the rate case settlement.

For further information on the 3M settlement

agreement, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , Regulatory

Notice of Non-Compliance and Regulatory Matters .

In January 2024, the NJBPU approved Middlesex’s

petition for the proposed cost recovery of its Lead Service Line Replacement (LSLR) Plan and cost recovery of project costs associated

with replacing Middlesex customer-owned lead service lines.

Replacement of Middlesex and Middlesex customer-owned lead service lines is

required by the New Jersey LSLR Law.

Under this legislation, the costs associated with replacing customer-owned lead service lines are

recoverable through future customer surcharges.

Cost recovery for replacing Company-owned lead service lines are recoverable through traditional

base rate case filings.

The current estimates for replacement of Middlesex and Middlesex customer-owned lead service lines are approximately

$46 million to $77 million over a nine-year period.

The approval by the NJBPU in February 2024 of

the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues by $15.4 million, effective

March 1, 2024.

The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of

$563.1 million, based on an authorized return on common equity of 9.6%.

Middlesex has made capital infrastructure investments to ensure

prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service.

In August 2023, Middlesex and 3M Company (3M) executed a settlement agreement (Settlement Agreement) to resolve a lawsuit Middlesex previously

initiated claiming 3M introduced Perfluoroalkyl Substances (PFAS) into the Company’s water supply for its Park Avenue Wellfield

Treatment Plant (Park Avenue Plant).

The rate case settlement provided that the net proceeds from the 3M Settlement Agreement were to

be used to mitigate the increase in customer rates and reimburse Middlesex for previously incurred costs for the construction of the Park

Avenue Plant PFAS treatment upgrades, including depreciation and carrying costs.

This resulted in the reclassification of $48.3 million

from Regulatory Liabilities to Contributions in Aid of Construction from the December 31, 2023 balance sheet.

In 2024, the Company also

recognized the recovery of $0.9 million for depreciation and $4.1 million for carrying costs associated with the Park Avenue Plant PFAS

treatment upgrades, as well as the recovery of $2.6 million of previously incurred operating treatment costs while the Park Avenue Plant

PFAS treatment upgrades were in process.

The Middlesex Lead Service Line Replacement (LSLR)

Plan, which was approved by the NJBPU in January 2024, has commenced and Middlesex is currently recovering $1.2 million of costs for replacing

customer-owned lead service lines incurred through June 2024, which are being recovered between September 2024 and February 2025.

of $0.6 million for replacing customer-owned lead service lines incurred between July 2024 through December 2024 will be recovered beginning

in March 2025 through August 2025.

The LSLR surcharge is required to be reset every six months over the life of the LSLR Plan.

Cost recovery

for replacing Company-owned lead service lines are recoverable through traditional rate making in connection with general rate case filings.

In October 2023, the NJBPU approved Middlesex’s

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Filing, the Company is required to file a base rate petition before November 2026.

In September 2022, the NJBPU approved Middlesex's

Emergency Relief Motion to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional costs of $2.7 million

for the purchase of treated water from a non-affiliated water utility.

A PWAC is a rate mechanism that allows for recovery of increased

purchased water costs between base rate case filings.

The increase, effective October 1, 2022, was on an interim basis and subject to

refund with interest, pending final resolution of this matter, which the NJBPU provided in August 2023.

In connection with the full recovery

of the $2.7 million of additional costs, Middlesex reset its PWAC rate to zero in October 2023.

In December 2021, Middlesex’s petition to

the NJBPU seeking permission to increase its base water rates was concluded, based on a negotiated settlement, resulting in an expected

increase in annual operating revenues of $27.7 million.

The approved tariff rates were designed to recover increased operating costs,

as well as a return on invested capital of $513.5 million, based on an authorized return on common equity of 9.6%.

The increase was implemented

in two phases with $20.7 million of the increase effective January 1, 2022 and the remaining $7.0 million effective January 1, 2023.

part of the negotiated settlement, the PWAC was reset to zero.

In May 2024, the NJBPU approved a DSIC rate, effective

May 26, 2024, that is expected to result in $0.5 million of annual revenue.

In November 2024, the NJBPU approved a DSIC rate, effective

November 26, 2024, that is expected to result in an additional $0.6 million of annual revenue.

Middlesex expects to file for an additional

DSIC rate increase in April 2025.

In February 2025, the NJBPU approved Middlesex’s

petition to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of $0.5 million, primarily

for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU.

A PWAC is a rate mechanism that allows for

recovery of increased purchased water costs between base rate case filings.

The PWAC is reset to zero once those increased costs are

included in base rates.

The new PWAC rate will be effective March 1, 2025.

Tidewater Rate Matters

In December 2023, the DEPSC approved Tidewater’s

application to implement a new DSIC.

Effective January 1, 2024, Tidewater implemented a DSIC rate of 3.71%, which is expected to generate

revenue of approximately $1.3 million annually.

A Delaware DISC is subject to a semi-annual reset with an overall maximum rate of 7.5%.

In October 2023, the DEPSC issued an Order that

made a temporary base rate reduction permanent.

The initial DEPSC order required Tidewater to reduce its base rates charged to general

metered and private fire customers by 6.0%, effective for service rendered on and after September 1, 2022.

The rate reduction was ordered

as a result of Tidewater earning in excess of its authorized return, and resulted in reduced annual revenues of approximately $2.1 million

In March 2021, Tidewater was notified by the DEPSC

that it had determined Tidewater’s earned rate of return exceeded the rate of return authorized by the DEPSC.

Consequently, Tidewater

reset its DSIC rate to zero effective

April 1, 2021 and refunded approximately $1.0 million to customers primarily in the form of an account

credit for DSIC revenue previously billed between April 1, 2020 and March 31, 2021.

Pinelands Rate Matters

In April 2023, Pinelands Water and Pinelands Wastewater

concluded their base rate case matters when the NJBPU approved a combined $1.0 million increase in annual base rates, effective April

The requests were necessitated by capital infrastructure investments the companies have made as well as increased operations

and maintenance costs.

In September 2024, the DEPSC approved Tidewater’s

petition to recover up to $2.1 million of costs associated with Tidewater’s obligation to identify and inventory lead service lines

throughout Tidewater’s service area, as required by federal law and Delaware regulations.

Recovery of these costs began February

1, 2025 and is expected to continue through January 2028.

Through December 31, 2024, Tidewater has spent $1.8 million, which is included

in Regulatory Assets.

In August 2024, Tidewater filed an application

with the DEPSC to increase its general rates for water service.

In the application, Tidewater seeks an overall increase in annual operating

revenue of $10.3 million or 25.66% over current revenue.

The request for rate increases will allow Tidewater to recover prudently incurred

investments made in the last ten years to support continued regulatory compliance, enhanced water quality, service reliability, security

and resiliency of the water utility infrastructure assets.

Effective October 30, 2024, Tidewater received approval of the DEPSC to suspend

its DSIC rate and implement an interim rate increase, which is expected to result in approximately $2.5 million of annual revenues, subject

to refund pending the outcome of the rate case application.

In February 2025, Tidewater and the Town of Ocean

View, Delaware’s (Ocean View) joint application of Tidewater’s purchase of all of the rights, title, and interest in the water

utility assets of Ocean View for $4.6 million was approved by the DEPSC.

Ocean View serves approximately 900 customers in Sussex County,

Tidewater currently provides water service to most residents of Ocean View other that the 900 customers currently served by

Closing on this purchase is expected by April 2025.

Southern Shores Rate Matters

Effective January 1, 2020, the DEPSC approved

the renewal of a multi-year agreement for water service to a 2,200 unit condominium community we serve in Sussex County, Delaware.

Under the agreement, current rates were to remain in effect until December 31, 2024, unless there are unanticipated capital expenditures

or regulatory related changes in operating expenses exceeding certain thresholds during this time period.

In 2022, capital expenditures

did exceed the established threshold and rates were increased by 5.39%, effective January 1, 2023.

Beginning in 2025 and thereafter, inflation-based

rate increases cannot exceed the lesser of the regional Consumer Price Index or, 3%.

Inflation based increases are in addition to the

threshold rate increases.

This agreement expires on December 31, 2029.

Future Rate Filings

Management monitors the need for rate relief for

our regulated entities on an ongoing basis.

When capital improvements and/or increases in operation, maintenance or other costs indicate

a need for rate relief, base rate increase requests are filed with the respective Public Utility Commissions.

Southern Shores provides water service to a 2,200

unit condominium community in Sussex County, Delaware under a DEPSC-approved agreement expiring December 31, 2029 .

Under the agreement,

rates are increased when there are unanticipated capital expenditures or regulatory related changes in operating expenses exceed certain

In 2024, capital expenditures did exceed the established threshold.

In addition, rates are increased annually by the lesser

of the regional Consumer Price Index or 3%.

Effective January 1, 2025, Southern Shores rates were increased $0.1 million or 6.51%.

Regulatory Service Matters

Twin Lakes Utilities, LLC (Twin Lakes) provides

water services to approximately 115 residential customers in Shohola, Pennsylvania.

Pursuant to the Pennsylvania Public Utility Code,

Twin Lakes filed a petition requesting the Pennsylvania Public Utilities Commission (PAPUC) to order the acquisition of Twin Lakes by

a capable public utility.

The PAPUC assigned an Administrative Law Judge (ALJ) to adjudicate the matter and submit a recommended decision

(Recommended Decision) to the PAPUC.

As part of this legal proceeding the PAPUC also issued an Order in January 2021 appointing a large

Pennsylvania based investor-owned water utility as the receiver (the Receiver Utility) of the Twin Lakes system until the petition is

fully adjudicated by the PAPUC.

In November 2021, the PAPUC issued an Order affirming the ALJ’s Recommended Decision, ordering the

Receiver Utility to acquire the Twin Lakes water system and for Middlesex, the parent company of Twin Lakes, to submit $1.7 million into

an escrow account within 30 days.

Twin Lakes immediately filed a Petition For Review (PFR) with the Commonwealth Court of Pennsylvania

(the Commonwealth Court) seeking reversal and vacation of the escrow requirement on the grounds that it violates the Pennsylvania Public

Utility Code as well as the United States Constitution.

In addition, Twin Lakes filed an emergency petition for stay of the PAPUC Order

pending the Commonwealth Court’s review of the merits arguments contained in Twin Lakes’ PFR.

In December 2021, the Commonwealth

Court granted Twin Lakes’ emergency petition, pending its review.

In August 2022, the Commonwealth Court issued an opinion upholding

PAPUC’s November 2021 Order in its entirety.

In September 2022, Twin Lakes filed a Petition For Allowance of Appeal (Appeal Petition)

to the Supreme Court of Pennsylvania seeking reversal of the Commonwealth Court’s decision to uphold the escrow requirement on the

grounds that the Commonwealth Court erred in failing to address Twin Lakes’ claims that because the $1.7 million escrow requirement

placed on Middlesex violated Middlesex’s constitutional rights, Middlesex’s refusal to submit this escrow payment would jeopardize

the relief Twin Lakes was otherwise entitled to in the appointment of the Receiver Utility.

In March 2023, the Supreme Court of Pennsylvania

issued a decision denying Twin Lakes’ Appeal Petition without addressing this claim on the merits.

As a result of the Pennsylvania

Courts’ failure to address Twin Lakes’ claim, Middlesex subsequently filed a Complaint with the United States District Court

for the Middle District of Pennsylvania to address the issue of whether the PAPUC’s Order violated Middlesex’s rights under

United States Constitution.

On January 18, 2024, the District Court issued an Order dismissing Middlesex’s Complaint without

addressing the issue of whether the PAPUC’s Order violated Middlesex’s rights under the United States Constitution.

31, 2024, Middlesex filed a Notice of Appeal of the District Court’s decision with the United States Court of Appeals for the Third

The financial results, total assets and financial

obligations of Twin Lakes are not material to Middlesex.

Twin Lakes Utilities, Inc.

(Twin Lakes) –

Twin Lakes provides water services to approximately 115 residential customers in Shohola, Pennsylvania.

In January 2021, the Pennsylvania

Public Utility Commission (PAPUC) appointed a large Pennsylvania based investor-owned utility as the receiver (the Receiver Utility) of

the Twin Lakes system.

In November 2021, the PAPUC issued an Order ordering the Receiver Utility to acquire the Twin Lakes water system

and for Middlesex, the parent company of Twin Lakes, to submit $1.7 million into an escrow account within 30 days.

In January 2025, the

United States Court of Appeals for the Third Circuit (Third Circuit Court) upheld the PAPUC Order.

Following the Third Circuit Court’s

decision, Middlesex will not pursue further litigation in the federal courts and intends to submit the required escrow payment to complete

the Receiver Utility’s acquisition of the Twin Lakes system.

The estimated loss recorded by the Company related to this matter,

and the financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex.

Water and Wastewater Quality and Environmental Regulations

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us to perform tests to ensure our water meets state and federal quality requirements.

In addition, government environmental regulatory

agencies continuously review current regulations governing the limits of certain organic compounds found in the water as byproducts of

the treatment process.

We participate in industry-related research to identify technologies that may reduce the level of organic, inorganic

and synthetic compounds found in water.

The cost to water utilities to comply with any proposed water quality standards depends in part

on the limits set in the regulations and on the method selected to treat the water to the required standards.

We regularly test our water

to determine compliance with government environmental regulatory agencies’ water quality standards.

In September 2021, the NJDEP issued a Notice of

Non-Compliance (Notice) to Middlesex based on self-reporting by Middlesex that the level of Perfluorooctanoic Acid (PFOA) in water treated

at its Park Avenue Plant in South Plainfield, New Jersey exceeded a standard promulgated in a NJDEP regulation that became effective in

Middlesex was required by the regulation to notify its affected customers and complied within the required Notice period in November

The Notice further required the Company to take

any action necessary to comply with the new standard by September 7, 2022.

Consequently, in November 2021, the Company implemented an

interim solution to meet the Notice requirements, which included putting the Park Avenue Wellfield Treatment Plant in off-line status

and obtaining alternate sources of supply.

In June 2022, the Company accelerated the in-service date for a portion of the enhanced treatment

project based on engineering analysis that allowed a restart of the Park Avenue Wellfield Treatment Plant to ensure continued compliance

with all state and federal drinking water standards.

On September 13, 2022, the Company entered into

an Administrative Consent Order (ACO) with the NJDEP, which required the Company to take whatever actions necessary to achieve and maintain

compliance with applicable regulations.

As prescribed in the ACO, the Company was to issue periodic public notifications until the ACO

In June 2023, the Company completed the permanent

construction of the entire Park Avenue Plant treatment upgrades and placed the upgrades into operation in full compliance with the NJDEP

PFOA standards.

In October 2023, the Company received confirmation from the NJDEP that it has complied with all requirements of the ACO

and consequently, the ACO has been closed.

In addition to the enhanced groundwater treatment

process for PFOA, we treat the groundwater supplies in our Middlesex System with chlorination for primary disinfection purposes and use

air stripping for removal of volatile organic compounds.

We participate in industry-related research to identify

technologies that may reduce the level of

organic, inorganic and synthetic compounds found in water.

The cost to water utilities to comply

with any proposed water quality standards depends in part on the limits set in the regulations and on the method selected to treat the

water to the required standards.

We regularly test our water to determine compliance with government environmental regulatory agencies’

water quality standards.

In April 2024, the USEPA finalized drinking water

regulations for PFAS, establishing maximum contaminant levels (MCLs) for three PFAS compounds (Regulated PFAS) that are lower than the

current New Jersey Department of Environmental Protection MCLs adhered to by the Company.

Under the new USEPA regulations effective April

2024, water systems must monitor for Regulated PFAS and have three years to complete initial monitoring (by April 2027), followed by ongoing

compliance monitoring.

Water systems must also provide the public with information on the levels of Regulated PFAS in their drinking water

beginning in 2027.

Water systems have five years (by April 2029) to implement solutions that reduce Regulated PFAS if monitoring shows

that drinking water levels exceed these MCLs.

Beginning in April 2029, water systems that have

Regulated PFAS in drinking water which exceeds one or more of these MCLs must take action to reduce levels of these PFAS compounds in

their drinking water and must provide notification to the public of the violation.

In anticipation of these new USEPA standards,

in 2023, the Company began implementing its strategy to meet these lower MCLs for Regulated PFAS and is currently performing preliminary

engineering studies to ensure that effective PFAS treatment approaches are implemented.

We treat the groundwater supplies in our Middlesex

System with chlorination for primary disinfection purposes and use air stripping for removal of volatile organic compounds.

Surface water treatment in our Middlesex

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Treatment of groundwater in the Pinelands Water

and Fortescue Systems (primary disinfection only) is performed at individual well sites.

System (primary disinfection only) is performed at individual well sites.

Treatment of wastewater in the Pinelands Wastewater

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affect our revenues.

In May 2023, President and Chief Executive

Upon the retirements of President and Chief Executive

Officer Dennis W.

Doll announced a plan to retire upon turning age 65.

On January 23, 2024, the Company named Nadine Leslie as

its new President and Chief Executive Officer effective March 1, 2024.

Leslie will also be appointed to the Board

of Directors effective March 1, 2024.

Doll will remain Chairman of the Company’s Board of Directors through the expiration

of his current term as a Director as of the May 21, 2024 Annual Meeting of Shareholders.

Doll, and Senior Vice President, Treasurer and Chief Financial Officer Bruce O’Connor, the Company named Nadine

Leslie its new President and Chief Executive Officer effective March 1, 2024 and Mohammed G.

Zerhouni its new Senior Vice President,

Chief Financial Officer and Treasurer effective June 24, 2024.

Leslie was also appointed to the Board of Directors effective March

In December 2024, the Company named Gregory Sorensen

its new Vice President and Chief Operating Officer.

His responsibilities include water and wastewater operations, capital program planning

and delivery, safety and security, sustainability, and growth initiatives.

This table lists information concerning our executive management team:

Principal Position(s)

President, Chief Executive Officer and Chairman of the Board of Directors

Bruce O’Connor

Senior Vice President, Treasurer and Chief Financial Officer

Christian Andreasen, Jr.

Vice President-Enterprise Engineering

Vice President-Operations

Nadine Leslie

President, Chief Executive Officer and Director

Senior Vice President, Chief Financial Officer and Treasurer

Gregory Sorensen

Vice President and Chief Operating Officer

President – New Jersey Operations

Vice President - Human Resources

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Vice President -Information Technology and Chief Technology Officer

Bernadette M.

Vice President-Corporate Affairs

President-Tidewater

President- Delaware Operations

Vice President - Communications and Corporate Affairs

Corporate Controller and Principal Accounting Officer

Doll joined the Company as Executive Vice President in November 2004 and was named President and Chief Executive Officer,

and a Director of Middlesex, effective January 1, 2006.

In May 2010, he was elected Chairman of the Board, also serving as Chairman

of the Boards of the Company’s subsidiary companies.

He is a Past President of the National Association of Water Companies and past

Chairman of the Board

of the New Jersey Utilities Association, representing the state’s electric, gas, water and telecommunications

He is a past Chairman of the Board of The Water Research Foundation where he continues to serve as a non-Trustee member of

the Audit Committee.

He has also served as a Director and member of the Executive Committee of the Board of Directors of the American

Water Works Association.

He presently serves as Treasurer and member of the Board of Trustees of Court Appointed Special Advocates of

Middlesex County, NJ serving the needs of children living in foster care.

Bruce O’Connor – Mr.

a Certified Public Accountant, joined the Company in 1990 and was named Vice President and Chief Financial Officer in 1996 and Treasurer

On January 1, 2019, Mr.

O’Connor was appointed Senior Vice President of Middlesex.

O’Connor is also the principal

financial officer and a Director of all Middlesex subsidiaries.

Christian Andreasen, Jr.

Andreasen, a licensed professional engineer, joined the Company in 1982, was named Assistant Vice President-Enterprise Engineering in

January 2019 and promoted to Vice President-Enterprise Engineering in July 2019.

He is President and a Director of Pinelands Water and

Pinelands Wastewater.

Andreasen serves as a Member and Vice Chair of the NJDEP’s Water Supply Advisory Council.

Nadine Leslie –

Leslie joined the Company as President and Chief Executive Officer in March 2024.

Leslie is an accomplished leader with more than 25 years of domestic and international experience in the Water

She previously served as Chief Executive Officer of Suez North America from 2019 to 2022.

Leslie holds a Bachelor of

Science degree in civil engineering from the Faculte des Sciences in Haiti and completed an internship/scholarship program in urban

planning at La Cambre University in Belgium.

Leslie currently serves as a Director on the Board of Directors of Provident Financial Services,

(since June 2021) and Syensqo SA/NV (since December 2023).

Zerhouni – Mr.

a Certified Public Accountant, joined the Company in June 2024 as Senior Vice President, Chief Financial Officer and Treasurer.

most recently the Senior Vice President of Finance and Principal Accounting Officer of SJW Group.

Prior to joining SJW Group, he was the

Chief Financial Officer for Veolia North America’s regulated utility business.

Zerhouni served in various roles of increasing

responsibility up to Senior Manager in the audit practice of PricewaterhouseCoopers LLP.

Zerhouni attended Franklin University, where

he received a Bachelor of Science in Accounting and a Masters in Business Administration.

Gregory Sorensen - Mr.

Sorensen joined

the Company in December 2024 as Vice President and Chief Operating Officer.

Prior to joining the Company, Mr.

Sorensen served as President,

West Region at Liberty Utilities where he led a team of 800 professionals delivering safe and reliable water, wastewater, and electric

service in Arizona, California, Texas and Chile.

At Liberty, Mr.

Sorensen had nearly 20 years of progressive leadership roles including

in accounting, customer service, engineering, operations and general management.

Before joining Liberty, Mr.

Sorensen worked in

various roles in accounting and finance for an international call center company in Arizona and in public accounting in North Carolina

and Georgia, where he maintains his Certified Public Accountant license.

Sorensen attended Wake Forest University where he received

a Bachelor of Science in Accounting.

Fullagar – Mr.

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and promoted to Vice President-Operations in July 2019.

He is President and a Director of USA-PA, USA and Twin Lakes.

Fullagar serves

as Sector Chair of the New Jersey Infrastructure Advisory Committee and is a Member of the NJDEP’s Licensed Operator Advisory Committee.

February 2025, Mr.

Fullagar was promoted to President-New Jersey Operations.

Fullagar attended the New Jersey Institute of Technology, where he received a Bachelor of Science Degree in Civil Engineering.

Fullagar serves as Sector Chair of the New Jersey Infrastructure Advisory Committee and is a Member of the NJDEP’s Licensed Operator

Advisory Committee.

Ginegaw – Ms.

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Ginegaw worked in various human resources positions in the healthcare and transportation/logistics

industries and is a Society for Human Resource Management Certified Professional.

Ginegaw attended Wichita State University,

where she received a Bachelor of Arts in Field Studies, Business and Psychology, and Wilmington University, where she received a Master’s

in Business Administration.

Ginegaw serves as a volunteer director on the Board of the New Jersey Utilities Association.

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Simpson held various Information Technology positions and has gained an extensive array of technical and business computer certifications.

Simpson graduated from Monroe College in New York with a Bachelor’s Degree in Information

Simpson serves as a member of the Delaware Cyber Security Advisory Council, the Society for Information Management, New Jersey chapter

and the Project Management Institute, New Jersey chapter.

Bernadette M.

joined the Company in 1994 after having served in several marketing and public relations management positions in the financial services

She was named Director of Communications in 2004 and promoted to Vice President-Corporate Affairs in March 2007 and also serves

as Vice President of USA.

Sohler is a volunteer director on area Chambers of Commerce and several other non-profit Boards supporting

public safety and the arts.

She is a past director of the National Association of Water Companies and former Chair of the New Jersey Utilities

Association’s Communications Committee.

Patrick – Mr.

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the Delaware Division of Public Health.

Brian Hague – Mr.

Hague joined the

Company in February 2025 as Vice President, Communications and Corporate Affairs.

For more than 20 years, Mr.

Hague has held numerous

management positions in both the public and private sectors, most recently as Director of Government Affairs & Communications at American

Hague holds a Bachelor of Arts degree from Rutgers University and is, and has been, a board member for various state

and local business associations, advocacy groups, and non-profit organizations.

Capko, a Certified

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What changed 10-K

Item 1. Business