What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-31 · 139 added, 244 removed, 382 unchanged (50% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating Revenues $ 48,714 $ 44,301

5 unchanged sentences

Operating Income 13,102 11,557

Other Income (Expense):

Other Income:

Allowance for Funds Used During Construction 633 372

Other Income (Expense), net 1,454 1,614 4,364 9,202

Other Income, net 1,369 1,425

Total Other Income, net 2,002 1,797

16 unchanged sentences

(In thousands)

September 30,

2026 December 31,

14 unchanged sentences

Prepayments 5,986 2,843

Regulatory Assets 1,669 —

TOTAL CURRENT ASSETS 46,827 41,766

23 unchanged sentences

Accrued Interest 3,291 3,311

Regulatory Liabilities 3,142 —

Unearned Revenues and Advanced Service Fees 467 497

15 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

16 unchanged sentences

Employee Benefit Plans ( 1,199 ) ( 1,324 )

Recovered Costs-Environmental Litigation Settlement — ( 8,774 )

Unearned Revenue & Advanced Service Fees ( 30 ) 59

Other Assets and Liabilities ( 3,677 ) ( 1,180 )

3 unchanged sentences

( 20,641 ) ( 18,911 )

Acquisition of Water Systems ( 4,607 ) —

NET CASH USED IN INVESTING ACTIVITIES ( 20,641 ) ( 18,911 )

3 unchanged sentences

Net Short-term Bank Borrowings 18,750 11,000

Proceeds from Litigation Settlement, Net — 63,635

Deferred Debt Issuance Expense ( 36 ) ( 54 )

Common Stock Issuance Expense ( 871 ) —

Payment of Grantee Withholding Taxes in Exchange for Restricted Stock ( 125 ) ( 225 )

7 unchanged sentences

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 3,715 $ 2,657

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:

Utility Plant received as Construction Advances and Contributions $ 7,676 $ 6,959

Accrued Payables for Utility Plant $ 4,401 $ 10,927

Litigation Settlement Receivable $ — $ ( 6,237 )

Litigation Settlement Payable $ — $ ( 6,237 )

Conversion of Preferred Stock into Common Stock $ 283 $ 194

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash Paid During the Period for:

Interest $ 11,070 $ 11,695

Interest Capitalized $ 483 $ 322

Income Taxes $ 946 $ 2,413

See Accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

September 30,

2026 December 31,

Common Stock, No Par Value

Shares Authorized - 40,000

Shares Outstanding -2026 - 18,577 ;

2025 - 18,521

$ 282,243 $ 279,148

Retained Earnings 218,803 214,883

1 unchanged sentence

Cumulative Preferred Stock, No Par Value:

$ 7.00 Series

Shares Authorized - 120

Shares Outstanding -2026 - 13 ;

Shares Outstanding, $ 7.00 Series - 2026 - 2 ;

Nonredeemable:

$ 7.00 Series

$ 4.75 Series

Shares Outstanding, $ 7.00 Series - 1

Shares Outstanding, $ 4.75 Series - 10

TOTAL PREFERRED STOCK $ 1,343 $ 1,343

2 unchanged sentences

$ 300,431 $ 301,172

Amortizing Secured Notes, 3.94 %- 7.05 %, due 2028-2046

Secured Notes, 3.94 %- 7.05 %, due 2028-2046

56,159 63,971

15 unchanged sentences

Net Income — — 9,479 9,479

Middlesex Water Company Investment Plan 5 252 — 252

Restricted Stock Award - Net - Employees ( 12 ) ( 465 ) — ( 465 )

Cash Dividends on Common Stock ($ 0.3250 per share)

— — ( 5,738 ) ( 5,738 )

Cash Dividends on Preferred Stock — — ( 30 ) ( 30 )

Balance at March 31, 2024 17,814 $ 246,551 $ 181,141 $ 427,692

Net Income — — 10,546 10,546

Middlesex Water Company Investment Plan 5 253 — 253

Restricted Stock Award - Net - Employees 3 ( 187 ) — ( 187 )

Restricted Stock Award - Board of Directors 7 397 — 397

Cash Dividends on Common Stock ($ 0.3250 per share)

— — ( 5,793 ) ( 5,793 )

Cash Dividends on Preferred Stock — — ( 30 ) ( 30 )

Balance at June 30, 2024 17,829 $ 247,014 $ 185,864 $ 432,878

Net Income — — 14,319 14,319

Middlesex Water Company Investment Plan 4 235 — 235

Restricted Stock Award - Net - Employees — 133 — 133

Conversion of $ 7 Preferred Stock to Common Stock

Cash Dividends on Common Stock ($ 0.3250 per share)

— — ( 5,795 ) ( 5,795 )

Cash Dividends on Preferred Stock — — ( 29 ) ( 29 )

Balance at September 30, 2024 17,855 $ 247,576 $ 194,359 $ 441,935

Balance at January 1, 2025 17,887 $ 248,202 $ 197,061 $ 445,263

Net Income — — 9,479 9,479

Middlesex Water Company Investment Plan 4 221 — 221

Dividend Reinvestment & Common Stock Purchase Plan 4 221 — 221

Restricted Stock Award -Net-Employees 1 167 — 167

4 unchanged sentences

Balance at March 31, 2025 17,894 $ 248,611 $ 200,437 $ 449,048

Net Income — — 10,778 10,778

Middlesex Water Company Investment Plan 4 229 — 229

Restricted Stock Award - Net - Employees 18 47 — 47

Restricted Stock Award - Board of Directors 6 366 — 366

Conversion of $ 7 Preferred Stock to Common Stock

At-The-Market Program Common Stock Issuance 64 3,604 — 3,604

Common Stock Issuance Expense — ( 431 ) — ( 431 )

Cash Dividends on Common Stock ($ 0.3400 per share)

— — ( 6,101 ) ( 6,101 )

Cash Dividends on Preferred Stock — — ( 19 ) ( 19 )

Balance at June 30, 2025 18,016 $ 252,688 $ 205,095 $ 457,783

Balance at January 1, 2026 18,521 $ 279,148 $ 214,883 $ 494,031

Net Income — — 10,605 10,605

Middlesex Water Company Investment Plan 4 235 — 235

Dividend Reinvestment & Common Stock Purchase Plan 4 217 — 217

Restricted Stock Award -Net-Employees 3 276 — 276

4 unchanged sentences

Cash Dividends on Preferred Stock — — ( 18 ) ( 18 )

Balance at September 30, 2025 18,337 $ 269,636 $ 212,910 $ 482,546

Balance at March 31, 2026 18,577 $ 282,243 $ 218,803 $ 501,046

See Accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc.

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

(Tidewater), Utility Service Affiliates, Inc.

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

1 unchanged sentence

(White Marsh) are wholly-owned subsidiaries of Tidewater.

Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), previously subsidiaries of Middlesex, were merged into Middlesex effective April 1, 2026 (for further information, see Note 2, Rates and Regulatory Matters) .

The financial statements for Middlesex and its wholly-owned subsidiaries are reported on a consolidated basis.

All significant intercompany accounts and transactions have been eliminated.

The consolidated notes within the 2024 Annual Report on Form 10-K (the 2024 Form 10-K) are applicable to these financial statements and, in the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (including normal recurring accruals) to fairly state the Company’s financial position as of September 30, 2025, the results of operations for the three and nine month periods ended September 30, 2025 and 2024 and cash flows for the nine month periods ended September 30, 2025 and 2024.

The consolidated notes within the 2025 Annual Report on Form 10-K (the 2025 Form 10-K) are applicable to these financial statements and, in the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary (including normal recurring accruals) to fairly state the Company’s financial position as of March 31, 2026, and the results of operations and cash flows for the three month periods ended March 31, 2026 and 2025.

Information included in the Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the Company’s December 31, 2025 audited financial statements included in the 2025 Form 10-K.

Recent Developments

Perfluoroalkyl Substances (PFAS) Multi-District Litigation Settlement - Several of the Company’s utility subsidiaries are parties to a multi-district litigation (MDL) lawsuit against manufacturers of certain PFAS for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS in public water supply systems owned and operated by these utility subsidiaries and throughout their service areas.

Settlements with several defendants in the MDL have received final approval by the MDL court.

The Company timely submitted to the MDL court its Phase One claim forms under settlement agreements with defendants 3M Company, DuPont de Nemours, Inc., Tyco Fire Products LP and BASF Corporation.

In the third quarter of 2025, the Company received an initial settlement payment from defendant 3M Company of $ 0.4 million, net of legal fees and administrative costs.

This was recorded as a regulatory liability as the Company intends to seek regulatory approval from its respective public utility commissions to apply the net proceeds for the benefit of customers.

In October 2025, the Company received $ 0.7 million in additional settlement payments.

The Company anticipates receiving additional settlement payments during the remainder of 2025 from the defendants named above.

Tidewater Acquisition of the Water Utility Assets of the Town of Ocean View, Delaware - In April 2025, Tidewater completed the acquisition of the water utility assets of the Town of Ocean View, Delaware (Ocean View) for approximately $ 4.6 million.

Ocean View serves approximately 900 customers in Sussex County, Delaware, who have been receiving water supply from Tidewater since the system was constructed in 2008.

The pro forma effect of this acquisition is not material to the Company’s consolidated results of operations.

United States Environmental Protection Agency (USEPA) Issues Final PFAS Regulations - 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.

The USEPA has announced its plans to issue a proposed rule in Fall 2025 extending the compliance date to 2031.

Beginning in April 2029 and absent an extension by the USEPA, 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 finalizing preliminary engineering studies and has began preliminary design of for PFAS treatment at the Company's largest water treatment facility in New Jersey to ensure that effective PFAS treatment approaches are implemented.

Recent Accounting Guidance

The recently issued accounting standards that have not yet been adopted by the Company as of September 30, 2025 are as follows:

The recently issued accounting standards that have not yet been adopted by the Company as of March 31, 2026 are as follows:

Standard Description Date of Adoption Application Effect on the

Financial Statements

Accounting Standards Update (“ASU”) ASU 2024-03 “Disaggregation of Income Statement Expenses” The ASU enhances disclosures related to income statement expenses to further disaggregate expenses in the footnotes to the financial statements.

Accounting Standards Update (ASU) 2024-03 “Disaggregation of Income Statement Expenses” The ASU enhances disclosures related to income statement expenses to further disaggregate expenses in the footnotes to the financial statements.

The standard requires disaggregation of any relevant expense caption presented on the face of the income statement that contains the following expense categories:

2 unchanged sentences

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2027.

Early adoption is permitted.

Prospective, with retrospective application also permitted.

The Company is currently evaluating the requirements of ASU 2024-03.

ASU 2023-09 “Improvements to Income Tax Disclosures” The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid.

Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months.

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025.

Early adoption is permitted.

Prospective, with retrospective application also permitted.

The Company is currently evaluating the requirements of ASU 2023-09, but does not expect adoption of this ASU to have a material impact on its financial statements.

The Company is evaluating the impact of ASU 2024-03 on its Consolidated Financial Statements.

ASU 2025-06 "Internal-Use Software" This ASU removes all reference to prescriptive and sequential software development stages, requiring an entity to start capitalizing software costs when the following criteria are both met:

2 unchanged sentences

The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2028.

Early adoption is permitted.

Prospective, with a modified transition or retrospective application also permitted.

The Company is evaluating the impact of ASU 2025-06 on its Consolidated Financial Statements and the timing of adoption.

Note 2 – Rate and Regulatory Matters

Middlesex – In May 2025, Middlesex and its Pinelands wholly owned subsidiaries filed a joint petition with the New Jersey Board of Public Utilities (NJBPU) seeking permission for consolidation between the three entities by a corporate reorganization intended to combine the joint petitioning entities into Middlesex.

The combination is expected to provide efficiency and benefits to our customers in various areas.

In June 2025, Middlesex and Pinelands filed a joint petition with the NJBPU to request an increase in annual base revenues by approximately $ 24.9 million or 19.3 %.

The request will allow Middlesex and Pinelands recovery of prudently-incurred investments made to meet water and wastewater quality and environmental regulations and to continue to provide safe and reliable water and wastewater service to its customers.

Under New Jersey statute, the NJPBU must render a decision within nine months of filing a base rate change petition.

If a decision is not rendered within nine months, Middlesex can implement interim rates up to the full amount of the requested increase.

In July 2025, Middlesex and Pinelands submitted a joint petition with the NJBPU seeking approval of a Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing for the recovery of certain costs of investments for the three-year period ending October 2028 related to compliance with requirements to address existing and emerging chemical elements or compound, installation of new plant or equipment or replacement of existing plant or equipment to further maintain, enhance, or improve resiliency, health, safety or environmental protection for Middlesex and Pinelands’ customers, employees or the public and addressing treatment media and related equipment for both existing and emerging chemical elements and compounds.

Under the RESIC program, Middlesex and Pinelands submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six-months to be recovered up to $ 3.8 million or 2.5 % of total annual revenues included in their June 2025 base rate increase request.

In July 2025, Middlesex and Pinelands Water filed a joint petition with the NJBPU seeking approval of a Distribution System Improvement Charge (DSIC) Foundational Filing to recover investments in qualifying capital improvements to their water distribution system for the three-year period ending October 2028.

Under the DSIC program, Middlesex and Pinelands Water submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six-months to be recovered up to $ 7.6 million or 5 % of total annual revenues included in their June 2025 base rate increase request.

In May 2025, the NJBPU approved a Middlesex DSIC rate, effective June 1, 2025, that is expected to result in $ 1.1 million of annual revenues starting June 2025.

In October 2025, Middlesex filed a fourth DSIC rate application that is expected to result in $ 0.9 million of annual revenues, which is in addition to the existing $ 2.3 million of annual revenues from previous DSIC filings.

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 the 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 became effective March 1, 2025.

The NJBPU-approved Middlesex Lead Service Line Replacement (LSLR) Plan continues and costs of $ 0.6 million for replacing customer-owned lead service lines, which were incurred between July 2024 through December 2024, were recovered through August 2025.

Costs of $ 0.3 million incurred between January 2025 through June 2025 are expected to be recovered between September 2025 and February 2026.

The Company is evaluating the impact of ASU 2025-06 on its Consolidated Financial Statements.

Note 2 – Rates and Regulatory Matters

Middlesex Rate Matters

In February 2026, the New Jersey Board of Public Utilities (NJBPU) approved the settlement agreement in our general base rate application between Middlesex and Pinelands, NJBPU Staff and the New Jersey Division of Rate Counsel, with new rates effective February 23, 2026.

The NJBPU order approved an increase in our annual operating revenues by $ 14.5 million based on an authorized return on common equity of 9.6 % and a common equity ratio of 54.25 %.

Included in the settlement agreement, Middlesex and Pinelands customers received a one-time bill credit in the first quarter of 2026 totaling $ 3.3 million for the overcollection of New Jersey Gross Receipts Taxes.

In addition, beginning in late February 2026, Middlesex customers will receive a $ 3.3 million credit over 12 months from the proceeds of a multi-district litigation (MDL) settlement agreement between Middlesex and manufacturers of Perfluoroalkyl Substances (PFAS) (for further information on the MDL settlement, see MDL Settlement below).

In February 2026, the NJBPU approved the joint petition filed by Middlesex and Pinelands for a Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing for the three-year period ending October 2028.

The program allows for the recovery of certain costs of investments that further maintain, enhance, or improve the resiliency, health, safety, or environmental protection for Middlesex and Pinelands customers or broader public health.

RESIC activities include compliance with requirements to address existing and emerging chemical elements and compounds, treatment media and related equipment, installation of new plant or equipment, or replacement of existing plant or equipment.

Under the RESIC program, Middlesex and Pinelands submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six months to be recovered up to $ 3.6 million or 2.5 % of total annual revenues included in their February 2026 base rate increase.

In February 2026, the NJBPU approved the joint petition filed by Middlesex and Pinelands Water for a Distribution System Improvement Charge (DSIC) Foundational Filing, which allows for the recovery of investments in qualifying capital improvements to their water distribution system for the three-year period ending October 2028.

Under the DSIC program, Middlesex and Pinelands Water submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six months to be recovered up to $ 7.1 million or 5 % of total annual revenues included in their February 2026 base rate increase.

In January 2026, the NJBPU approved the joint petition filed by Middlesex, Pinelands Water and Pinelands Wastewater to consolidate the three entities into Middlesex through a corporate reorganization.

The merger of Pinelands Water and Pinelands Wastewater into Middlesex is expected to deliver operational efficiencies and enhanced benefits for customers across multiple areas.

The merger has been finalized and was effective on April 1, 2026.

In November 2025, the NJBPU approved the fourth Middlesex DSIC rate, effective December 1, 2025 that was expected to result in $ 0.9 million of annual revenues, which is in addition to the existing $ 2.3 million of annual revenues from previous DSIC filings.

Middlesex's DSIC rate reset to zero in connection with Middlesex's February 2026 base rate increase.

The NJBPU-approved Middlesex Lead Service Line Replacement (LSLR) Plan continues, and costs of $ 0.4 million for replacing customer-owned lead service lines incurred from January 2025 through June 2025 were recovered between September 2025 and February 2026.

Costs of $ 0.3 million incurred from July 2025 through December 2025 are expected to be recovered between March 2026 and August 2026.

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.

Tidewater – In October 2025, Tidewater filed an application with the Delaware Public Service Commission (DEPSC) for approval of the purchase of Pinewood Acres' water utility assets for $ 0.2 million.

Tidewater Rate Matters

In February 2026, the Delaware Public Service Commission (DEPSC) approved the March 2026 refund of $ 1.1 million to Tidewater customers resulting from the proceeds of the MDL settlement agreement between Tidewater and manufacturers of PFAS.

For further information, see discussion in MDL Settlement below.

In January 2026, Tidewater completed the acquisition of the water utility assets of Pinewood Acres, LLC, as approved by the DEPSC, for $ 0.2 million.

Pinewood Acres serves approximately 350 customers in Kent County, Delaware.

In December 2025, the DEPSC approved the Tidewater DSIC rate, effective January 1, 2026.

Tidewater is expected to recover approximately $ 0.3 million of semi-annual DSIC revenues between January 2026 and June 2026.

In July 2025, the DEPSC approved the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate, with new rates effective July 3, 2025.

The DEPSC order approved an increase in our annual operating revenues by $ 5.5 million based on an authorized return on common equity of 9.5 % and a common equity ratio of 53.5 %.

In addition, Tidewater will refund approximately $ 1.1 million of excess

deferred income taxes associated with the Tax Cuts and Jobs Act of 2017 between July 2025 and December 2025, including $ 0.4 million of interest.

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 September 30, 2025, Tidewater has spent $ 1.8 million to identify and inventory lead service lines.

Southern Shores – 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.

MDL Settlement

Multiple Company utility subsidiaries are parties to the aforementioned MDL lawsuit against manufacturers of certain PFAS for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS in public water supply systems owned and operated by these utility subsidiaries and throughout their service areas.

Settlements with several defendants in the MDL have received final approval by the MDL court.

The Company began receiving settlement payments in 2025, which will continue through 2026 and beyond.

As of March 31, 2026, the Company received $ 6.0 million.

Proceeds from these settlement payments have been and will likely continue to be shared with customers in the future (for further information on 2026 customer refunds related to the MDL settlement, see Middlesex Rate Matters and Tidewater Rate Matters above).

Southern Shores Rate Matters

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 annually by the lesser of the regional Consumer Price Index or 3 %.

3 unchanged sentences

In 2025, Southern Shores capital expenditures exceeded the established threshold.

Effective January 1, 2026, Southern Shores rates will be increased $ 0.1 million or 4.89 %.

Effective January 1, 2026, Southern Shores rates were increased $ 0.1 million or 4.89 %.

Note 3 – Capitalization

Common Stock – During the nine months ended September 30, 2025 and 2024, there were 12,522 common shares (approximately $ 0.7 million) and 13,498 common shares (approximately $ 0.7 million) respectively, issued under the Middlesex Water Company Investment Plan.

In April 2023, the NJBPU authorized Middlesex to issue and sell up to 1.0 million shares of its common stock, without par value, through December 31, 2025, through one or more traditional underwriting offerings and/or ATM offerings.

In September 2025, the NJBPU authorized Middlesex to issue and sell up to 2.5 million shares of its common stock, without par value, during the period January 2026 through December 2028, through one or more traditional underwriting offerings and/or ATM offerings.

On May 12, 2025, Middlesex entered into an At-the-Market (ATM) Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W.

Incorporated, and Janney Montgomery Scott LLC, 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.

Sales of shares of common stock and issuance of long-term debt are part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program.

During the three months ended March 31, 2026 and 2025, there were 4,025 common shares (approximately $ 0.2 million) and 4,228 common shares (approximately $ 0.2 million), respectively, issued under the Middlesex Water Company Investment Plan.

In May 2025, Middlesex entered into an At-the-Market (ATM) Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W.

Incorporated and Janney Montgomery Scott LLC (Janney), 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 February 20, 2026, the Equity Sales Agreement was amended, replacing Janney with Huntington Securities, Inc.

as a sales agent.

The Company intends to use the net proceeds from these sales, after deducting commissions and offering expenses, to fund our capital expenditures, to purchase and maintain plant equipment, as well as for other general corporate purposes.

For the three and nine months ended September 30, 2025, Middlesex issued and sold a total of 316,786 and 380,741 shares of common stock, respectively, at a weighted average price of $ 53.47 and $ 54.10 per share, respectively, and received $ 16.7 million and $ 20.3 million in net proceeds, respectively, under the Equity Sales Agreement.

As of September 30, 2025, the Company has $ 89.4 million of aggregate gross sales remaining under the Equity Sales Agreement.

Long-term Debt – Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant.

For the three months ended March 31, 2026, Middlesex issued and sold a total of 49,305 shares of common stock, at a weighted average price of $ 54.82 per share, and received $ 2.7 million in net proceeds, under the Equity Sales Agreement.

As of March 31, 2026, the Company had $ 77.3 million of aggregate gross sales remaining under the Equity Sales Agreement.

Long-term Debt

Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant.

To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware.

These government programs provide financing at interest rates typically below rates available in the broader financial markets.

A portion of the borrowings under the New Jersey SRF is interest-free.

Middlesex is currently authorized by the BPU to borrow up to $ 300.0 million through December 31, 2025, in one or more negotiated transactions in the form of notes and/or first mortgage bonds through loans from the New Jersey SRF Program, the New Jersey Economic Development Authority (NJEDA), private placement and other financial institutions, as needed.

In September 2025, the NJBPU authorized Middlesex to borrow up to $ 260.0 million during the period January 2026 through December 2028, in one or more negotiated transactions in the form of notes and/or first mortgage bonds through loans from the New Jersey SRF Program, the NJEDA, private placement and other financial institutions as needed.

In October 2025, Middlesex closed on a $ 30.0 million, 5.99 % private placement of First Mortgage Bonds (FMBs) due 2055, designated as Series 2025A.

The net proceeds from the sale were used to repay short-term borrowings under the Company’s bank lines of credit and for other general corporate purposes.

In September 2024, Tidewater closed on a $ 2.2 million Delaware SRF loan with a 0.0 % interest rate with maturity dates in 2044.

1 unchanged sentence

identify and inventory lead service lines throughout Tidewater’s service area.

Tidewater has drawn down $ 1.7 million as of September 30, 2025 and expects that the requisitions will continue through the fourth quarter of 2025.

Tidewater has drawn down $ 1.8 million as of March 31, 2026 and expects that the requisitions will continue through 2026.

In May 2024, Tidewater closed on four Delaware SRF loans totaling $ 5.6 million, all at interest rates of 2.0 % with maturity dates in 2044.

These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains and construction of a water treatment facility.

Tidewater has drawn down $ 0.9 million on these loans as of September 30, 2025.

In December 2025, Tidewater closed on an additional $ 1.0 million, 2.0 % SRF loan with a maturity date of 2045 related to these projects.

Tidewater has drawn down $ 2.1 million on these loans as of March 31, 2026.

Each project has its own construction timetable with the last spending set to occur in 2027.

Separately, Tidewater has two active construction projects funded by prior year Delaware SRF loans totaling $ 8.3 million with remaining availability of funds for borrowing.

These loans are for the construction of a one million gallon elevated storage tank and construction, relocation, improvement, and interconnection of transmission mains.

Tidewater has drawn a total of $ 7.2 million through September 30, 2025 and expects that the requisitions will continue through the fourth quarter of 2025.

Fair Value of Financial Instruments – The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value.

In December 2025, Southern Shores closed on a $ 0.4 million Delaware SRF loan with a 0.0 % interest rate with a maturity date in 2045.

This loan is for costs associated with Southern Shore’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines in its service area.

As of March 31, 2026, Southern Shores has drawn down $ 0.2 million on these loans.

In February 2026, Pinelands Water and Pinelands Wastewater repaid in full $ 3.7 million and $ 3.4 million, respectively, of their amortizing secured notes.

The interest rates and due dates on both of these notes were 6.17 % and 2043, respectively.

Fair Value of Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosure for financial instruments for which it is practicable to estimate that value.

The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments.

The fair value of FMBs and SRF Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues.

The fair value of First Mortgage Bonds (FMBs) and SRF Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues.

Under the fair value hierarchy, the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable and the FMBs in the table below are classified as Level 2 measurements.

1 unchanged sentence

(Thousands of Dollars)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Value Carrying

1 unchanged sentence

It was not practicable to estimate the fair value on our outstanding long-term debt for which there is no quoted market price and there is not an active trading market.

For details, including carrying value, interest rates and due dates on these series of long-term debt, please refer to those series noted as “Amortizing Secured Notes” and “State Revolving Trust Notes” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt.

The carrying amount of these instruments was $ 230.5 million and $ 229.8 million at September 30, 2025 and December 31, 2024, respectively.

Advances for construction have carrying amounts of $ 24.1 million and $ 22.6 million at September 30, 2025 and December 31, 2024, respectively.

For details, including carrying value, interest rates and due dates on these series of long-term debt, please refer to those series noted as “Secured Notes” and “State Revolving Trust Notes” on the Condensed Consolidated Statements of Capital Stock and Long-Term Debt.

The carrying amount of these instruments was $ 252.8 million and $ 259.5 million at March 31, 2026 and December 31, 2025, respectively.

Advances for construction have carrying amounts of $ 26.0 million and $ 25.5 million at March 31, 2026 and December 31, 2025, respectively.

Their relative fair values cannot be accurately estimated since future refund payments depend on several variables, including new customer connections, customer consumption levels and future rate increases.

5 unchanged sentences

(In Thousands Except per Share Amounts)

Three Months Ended September 30,

Income Shares Income Shares

Net Income $ 13,958 18,123 $ 14,319 17,838

Preferred Dividend ( 18 ) ( 29 )

Earnings Applicable to Common Stock $ 13,940 18,123 $ 14,290 17,838

Basic EPS $ 0.77 $ 0.80

Earnings Applicable to Common Stock $ 13,940 18,123 $ 14,290 17,838

$ 7.00 Series Preferred Dividend

Adjusted Earnings Applicable to Common Stock $ 13,945 18,154 $ 14,307 17,952

Diluted EPS $ 0.77 $ 0.80

(In Thousands Except per Share Amounts)

Nine Months Ended September 30,

Three Months Ended March 31,

Income Shares Income Shares

13 unchanged sentences

The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, capital and financing requirements, aligning with the Company’s strategic objectives and regulatory obligations.

The CODM reviews budget-to-actual variances on a monthly, quarterly and year to-date basis and makes interim decisions to reallocate resources among segments as needed, ensuring a

timely and effective response to changing conditions.

The CODM reviews budget-to-actual variances on a monthly, quarterly and year to-date basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions.

For the regulated segment, the CODM uses this assessment to determine whether the segment is achieving its regulatory authorized rate of return.

5 unchanged sentences

The Company has identified two reportable segments.

One is the regulated business of collecting, treating and distributing water on a retail and wholesale basis to residential, commercial, industrial and fire protection customers in parts of New Jersey and Delaware and includes Middlesex, Tidewater, Pinelands Water and Southern Shores.

This segment also includes a regulated wastewater system in New Jersey, Pinelands Wastewater.

2 unchanged sentences

(In Thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Operation by Segments

Operating Revenues:

Regulated $ 45,780 $ 41,496

Non – Regulated 3,089 2,952

Total Reportable Segments 48,869 44,448

Inter-segment Elimination ( 155 ) ( 147 )

Consolidated Revenues $ 54,091 $ 55,100 $ 147,715 $ 144,770

Consolidated Operating Revenues $ 48,714 $ 44,301

Operating Expenses

2 unchanged sentences

Non – Regulated — —

Total Reportable Segments 1,941 1,907

Inter-segment Elimination ( 34 ) ( 28 )

3 unchanged sentences

Non – Regulated 2,238 1,856

Total Reportable Segments 21,226 19,349

Inter-segment Elimination ( 121 ) ( 119 )

14 unchanged sentences

Non – Regulated 25 55

Total Reportable Segments 2,202 1,956

Inter-segment Elimination ( 200 ) ( 159 )

1 unchanged sentence

(In Thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Operation by Segments (continued)

2 unchanged sentences

Non – Regulated — —

Total Reportable Segments 3,414 2,872

Inter-segment Elimination ( 200 ) ( 159 )

12 unchanged sentences

(Thousands of Dollars)

September 30,

Regulated $ 1,398,877 $ 1,377,391

Non – Regulated 9,018 9,076

Total Reportable Segments 1,407,895 1,386,467

Inter-segment Elimination ( 21,857 ) ( 20,730 )

2 unchanged sentences

The Company maintains lines of credit aggregating $ 180.0 million.

As of September 30, 2025 Line of Credit

As of March 31, 2026 Line of Credit

Outstanding Available Maximum Credit Type Expiration Date

1 unchanged sentence

PNC Bank 27.0 73.0 100.0 Committed January 31, 2029

CoBank, ACB 16.8 3.2 20.0 Committed May 20, 2028

CoBank, ACB (CoBank) 20.0 — 20.0 Committed May 20, 2028

$ 47.0 $ 133.0 $ 180.0

In July 2025, Tidewater increased the maximum borrowing amount under its line of credit with CoBank, ACB (CoBank) to $ 20.0 million and extended the expiration date to May 2028.

In September 2025, the Company amended its line of credit with Bank of America and extended the expiration date to July 2026.

The maturity dates for the Notes Payable as of September 30, 2025 are all three months or less and are extendable at the discretion of the Company.

In February 2026, the Company amended its line of credit with PNC Bank.

Under the terms of the amendment, the expiration date was extended to January 31, 2029 and the maximum borrowing amount was increased to $ 100 million.

The maturity dates for the Notes Payable as of March 31, 2026 are all three months or less and are extendable at the discretion of the Company.

The interest rates are set for borrowings under the Bank of America and PNC Bank lines of credit using the Secured Overnight Financing Rate (SOFR) and then adding a specific financial institution credit spread.

1 unchanged sentence

There is no requirement for a compensating balance under any of the established lines of credit.

The weighted average interest rate on the outstanding borrowings at September 30, 2025 under these credit lines is 5.33 %.

The weighted average interest rate on the outstanding borrowings at March 31, 2026 under these credit lines is 4.87 %.

The weighted average daily amounts of borrowings outstanding under these credit lines and the weighted average interest rates on those amounts were as follows:

(In Thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Average Daily Amounts Outstanding $ 42,218 $ 29,067

1 unchanged sentence

Note 7 – Commitments and Contingent Liabilities

Water Supply – Middlesex has an agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water through November 30, 2048.

This agreement with the NJWSA provides for an average purchase of 27 million gallons a day (mgd) with a peak up to 47.0 mgd.

Water Supply – Middlesex's agreement with the New Jersey Water Supply Authority (NJWSA) for the purchase of untreated water expires November 30, 2048.

NJWSA provides for an average purchase of 27.0 million gallons a day (mgd) with a peak up to 47.0 mgd.

Pricing is set annually by the NJWSA through a public rate making process.

5 unchanged sentences

(In Thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Treated $ 887 $ 887

1 unchanged sentence

Total Costs $ 1,907 $ 1,879

Leases – The Company determines if an arrangement is a lease at inception.

Generally, a lease agreement exists if the Company determines that the arrangement gives the Company control over the use of an identified asset and obtains substantially all of the benefits from the identified asset.

The Company’s only significant operating lease is for office space for administrative purposes, which expires in January 2030.

The Company has not entered into any finance leases.

The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company.

The right-of-use (ROU) asset recorded represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease.

Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company’s operating lease does not provide an implicit discount rate and as such the Company used an estimated incremental borrowing rate ( 4.03 %) based on the information available at the commencement date in determining the present value of lease payments.

Given the impacts of accounting for regulated operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent with lease expense and were $ 0.2 million for each of the three months ended September 30, 2025 and 2024, respectively, and $ 0.6 million for each of the nine months ended September 30, 2025 and 2024, respectively.

Information related to operating lease ROU assets and lease liabilities is as follows:

(In Millions)

September 30, 2025 December 31, 2024

ROU Asset at Lease Inception $ 7.3 $ 7.3

Accumulated Amortization ( 5.2 ) ( 4.7 )

ROU Asset $ 2.1 $ 2.6

The Company’s future minimum operating lease commitments as of September 30, 2025 are as follows:

(In Millions)

Total Lease Payments $ 3.7

Imputed Interest 1.1

Present Value of Lease Payments 2.6

Less Current Portion* ( 0.6 )

Non-Current Lease Liability $ 2.0

* Included in Other Current Liabilities

Construction – In connection with the Company’s planned capital expenditures, the Company has entered into several contractual construction agreements that in total obligate it to expend an estimated $ 42.3 million in the future.

The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain issues and continued refinement of project scope and costs.

The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain and continued refinement of project scope and costs.

Contingencies – Based on our operations in the heavily-regulated water and wastewater industries, the Company is routinely involved in disputes, claims, lawsuits and other regulatory and legal matters, including responsibility for fines and penalties relative to regulatory compliance.

At this time, Management does not believe the final resolution of any such matters, whether asserted or unasserted, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

operations or cash flows.

In addition, the Company maintains business insurance coverage that may mitigate the effect of any current or future loss contingencies.

1 unchanged sentence

Note 8 – Employee Benefit Plans

Pension Benefits – The Company’s Pension Plan covers all active employees hired prior to April 1, 2007.

Pension Benefits

The Company’s Pension Plan covers all active employees hired prior to April 1, 2007.

Employees hired after March 31, 2007 are not eligible to participate in this plan, but can participate in a defined contribution profit sharing plan that provides an annual contribution at the discretion of the Company, based upon a percentage of the participants’ annual paid compensation.

For each of the three-month periods ended September 30, 2025 and 2024, the Company did not make cash contributions to the Pension Plan.

For the nine-month periods ended September 30, 2025 and 2024, the Company made cash contributions of $ 0 and $ 2.0 million, respectively, to the Pension Plan.

For each of the three-month periods ended March 31, 2026 and 2025, the Company did not make cash contributions to the Pension Plan.

The Company expects to make cash contributions of approximately $ 0.9 million over the remainder of the current year.

Other Benefits – The Company’s Other Benefits Plan covers substantially all of its current retired employees.

Other Benefits

The Company’s Other Benefits Plan covers substantially all of its current retired employees.

Employees hired after March 31, 2007 are not eligible to participate in this plan.

Coverage includes healthcare and life insurance.

For each of the three- and nine-month periods ended September 30, 2025 and 2024, the Company did not make cash contributions to its Other Benefits Plan.

For each of the three-month periods ended March 31, 2026 and 2025, the Company did not make cash contributions to its Other Benefits Plan.

The Company expects to make additional Other Benefits Plan cash contributions of $ 1.1 million over the remainder of the current year.

2 unchanged sentences

Pension Benefits Other Benefits

Three Months Ended September 30,

2025 2024 2025 2024

Service Cost $ 242 $ 318 $ 85 $ 80

Interest Cost 1,159 1,070 430 328

Expected Return on Assets ( 1,687 ) ( 1,580 ) ( 928 ) ( 846 )

Amortization of Unrecognized Losses (Gains) 12 38 ( 153 ) ( 275 )

Net Periodic Benefit* $ ( 274 ) $ ( 154 ) $ ( 566 ) $ ( 713 )

(In Thousands)

Pension Benefits Other Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 2026 2025

10 unchanged sentences

The Company’s regulated revenue results from tariff-based water and wastewater services to residential, industrial, commercial, fire-protection and wholesale customers.

Residential customers are billed quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly.

Residential customers are billed monthly or quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly.

Payments by customers are due between 15 and 30 days after the invoice date.

Revenue is recognized as the water and wastewater services are delivered to customers which includes an accrual of unbilled revenues estimated from the last meter reading date to the end of the accounting period utilizing factors such as historical customer data and regional weather indicators.

Unearned Revenues and Advance Service Fees include fixed service charge billings in advance to Tidewater customers recognized as service is provided to the customer.

Unearned Revenues

and Advance Service Fees include fixed service charge billings in advance to Tidewater customers recognized as service is provided to the customer.

Non-regulated service contract revenues consist of base service fees, as well as fees for additional billable services provided to customers.

1 unchanged sentence

The Company considers the amounts billed to represent the value of these services provided to customers.

These contracts expire at various times through June 2032 and contain remaining performance obligations for which the Company expects to recognize revenue in the future.

These contracts expire at various times through 2032 and contain remaining performance obligations for which the Company expects to recognize revenue in the future.

These contracts also contain termination provisions.

3 unchanged sentences

(In Thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Regulated Tariff Sales

11 unchanged sentences

Note 10 – Income Taxes

The Company’s effective tax rate was 9.3 % and 10.5 % for the three and nine months ended September 30, 2025, respectively, compared to 10.8 % and 15.3 % for the same periods in 2024.

The Company’s effective tax rate was 10.8 % and 10.9 % for the three months ended March 31, 2026 and 2025 respectively.

We evaluate and update our annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws.

Income Taxes for the three months ended September 30, 2025 decreased by $ 0.3 million from the same period in 2024, primarily due to lower pre-tax income and higher income tax benefits associated with increased repair expenditures on tangible property in the Middlesex System.

Income Taxes for the nine months ended September 30, 2025 decreased by $ 2.4 million from the same period in 2024, primarily due to lower pretax income and higher income tax benefits associated with increased repair expenditures on tangible property in the Middlesex System offset by the 2024 recovery of income taxes on the taxable portion of the proceeds from a litigation agreement.

The statutory Federal tax rate is 21.0 % for the three and nine months ended September 30, 2025 and 2024.

For states with a corporate net income tax, the state corporate net income tax rates range from 8.7 % to 9.0 % for all periods presented.

Income Taxes for the three months ended March 31, 2026 increased by $ 0.1 million from the same period in 2025, primarily due to higher pre-tax income.

The statutory Federal tax rate is 21.0 % for each of the three months ended March 31, 2026 and 2025.

For states with a corporate net income tax, the state corporate net income tax rates range from 8.7 % to 9.0 % for each of the three months ended March 31, 2026 and 2025.

Our effective tax rate differs from the federal statutory tax rate primarily due to the recognition of the income tax benefits for the immediate deduction of repair expenditures on tangible property in the Middlesex System as well as other permanent book-to-tax differences.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act, which includes several changes to U.S.

federal income tax law, including the temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017.

The Company does not expect this to have a material impact on the Company's 2025 financial statements.

Note 11 - Supplemental Cash Flows Information

(In thousands)

Three Months Ended March 31,

Utility Plant received as Construction Advances and Contributions $ 439 $ 1,500

Accrued Payables for Utility Plant 10,956 11,499

Conversion of Preferred Stock Into Common Stock 1 21

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash Paid During the 3 Months for:

Interest 3,194 3,365

Interest Capitalized 249 154

The cash flow impact of Tangible Property Repairs is reflected in Provision for Deferred Income Taxes and Investment Tax Credits in the Condensed Consolidated Statements of Cash Flows.

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