What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-02-19 compared with 2025-02-28 · 22 added, 40 removed, 7 unchanged (90% of the section changed)

MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company’s common stock is traded on

the NASDAQ Stock Market, LLC, under the symbol MSEX.

The Company’s common stock is traded on the NASDAQ Stock Market, LLC, under the symbol MSEX.

As of December 31, 2025, there were 1,554 holders of record.

The Company has paid dividends on its common stock

each year since 1912.

The payment of future dividends is contingent upon the future earnings of the Company, its financial condition and

other factors deemed relevant by the Board of Directors at its discretion.

If four or more quarterly dividends are in arrears,

the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by

holders of the common stock.

In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the

common stock of the Company.

The Company issues shares of its common stock

in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and dividend reinvestment

plan for the Company’s common stock.

Since the inception of the Investment Plan and its predecessor plan, the Company has periodically

replenished the level of authorized shares in the plans.

The Company maintains a long-term incentive compensation

plan for certain management employees where awards are made in the form of restricted common stock.

Shares issued in connection with this

plan are subject to forfeiture by the employee in the event of termination of employment for any reason within five years of the award,

other than as a result of retirement at normal retirement age, death, disability or change in control.

The maximum number of shares authorized

for award under this plan is 0.3 million shares, of which approximately 70% remain available for future issuance as of December 31, 2024.

The Company maintains a stock plan for its independent

members of the Board of Directors as a component of their compensation.

In 2024, shares of the Company’s common stock valued at

$0.4 million were granted and issued to the Independent Directors.

The maximum number of shares authorized for grant under this plan is

The Company has paid dividends on its common stock each year since 1912.

The payment of future dividends is contingent upon the future earnings of the Company, its financial condition and other factors deemed relevant by the Board of Directors at its discretion.

If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock.

In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company.

The Company issues shares of its common stock in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and dividend reinvestment plan for the Company’s common stock.

Since the inception of the Investment Plan and its predecessor plan, the Company has periodically replenished the level of authorized shares in the plans.

In 2025, Middlesex began an At-the-Market equity offering sales program, pursuant to which Middlesex may offer and sell shares of its common stock, no par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $110.0 million.

As of December 31, 2025, the Company has $80.0 million of aggregate gross sales remaining under the At-the-Market equity offering sales program

The Company maintains a long-term incentive compensation plan for certain management employees where awards are made in the form of restricted common stock.

Shares issued in connection with this plan are subject to forfeiture by the employee in the event of termination of employment for any reason within three or five years of the award, other than as a result of retirement at normal retirement age, death, disability or change in control.

The maximum number of shares authorized for award under this plan is 0.3 million shares, of which approximately 62% remain available for future issuance as of December 31, 2025.

The Company maintains a stock plan for its independent members of the Board of Directors as a component of their compensation.

In 2025, shares of the Company’s common stock valued at $0.4 million were granted and issued to the Independent Directors.

The maximum number of shares authorized for grant under this plan is 0.1 million.

Approximately 28% of the authorized shares remain available for future issuance as of December 31, 2025.

The conversion feature of the Company’s

no par $7.00 Series Cumulative and Convertible Preferred Stock allows each security holder to convert one convertible preferred share

for twelve shares of the Company's common stock.

In 2024, 4,275 shares of the Company’s no par $7.00 Series Cumulative and Convertible

Preferred Stock were converted into 51,300 shares (approximately $0.4 million) of the Company’s common stock.

Set forth below is a graph comparing the yearly

change in the cumulative total return (which includes reinvestment of dividends) of a $100 investment for the Company’s common stock,

a peer group of investor-owned water utilities, and the S&P 500 Stock Index for the period of five years commencing December 31, 2019.

The conversion feature of the Company’s no par $7.00 Series Cumulative and Convertible Preferred Stock allows each security holder to convert one convertible preferred share for twelve shares of the Company's common stock.

In 2025, 2,782 shares of the Company’s no par $7.00 Series Cumulative and Convertible Preferred Stock were converted into 33,384 shares (approximately $0.3 million) of the Company’s common stock.

Set forth below is a graph comparing the yearly change in the cumulative total return (which includes reinvestment of dividends) of a $100 investment for the Company’s common stock, a peer group of investor-owned water utilities, and the S&P 500 Stock Index for the period of five years commencing December 31, 2020.

The S&P 500 Stock Index measures the stock performance of 500 large companies listed on stock exchanges in the United States.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Middlesex Water Company, the S&P 500

Stock Index and a Peer Group*

* Peer group includes American States

Water Company, Artesian Resources Corp., California Water Service Group, Global Water Resources Inc, SJW Corp., York Water Company and

Among Middlesex Water Company, the S&P 500 Stock Index and a Peer Group*

* Peer group includes American States Water Company, Artesian Resources Corp., California Water Service Group, Global Water Resources Inc, H2O America, York Water Company and Middlesex.

2020 2021 2022 2023 2024 2025

Middlesex Water Company 100.00 168.02 111.29 94.40 77.39 76.09

S&P 500 Stock Index 100.00 128.71 105.40 133.10 166.40 196.16

Peer Group 100.00 130.72 118.05 101.49 89.66 87.73

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 5. Market for Registrant’s Common Equity