What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-31 · 79 added, 100 removed, 117 unchanged (60% of the section changed)

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- the Company’s compliance with environmental laws and regulations and estimations of the materiality of any related costs;

- changes in federal and state regulations;

- the safety and reliability of the Company’s equipment, facilities and operations;

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Important factors that could cause actual results to differ materially from anticipated results and outcomes include, but are not limited to:

- effects of general economic conditions, including recently announced tariffs;

- increases in competition for growth in non-franchised markets to be potentially served by the Company;

- effects of general economic conditions;

- increases in competition for growth in non-franchised markets;

- ability of the Company to adequately control selected operating expenses which are necessary to maintain safe and proper utility services, and which may be beyond the Company’s control;

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- cyber-attacks;

- changes in the pace of new housing development;

- changes in the pace of real estate development;

- availability and cost of capital resources;

- timely availability of materials and supplies for operations and critical infrastructure projects;

- timely availability of materials and supplies for operations and for critical infrastructure projects;

- effectiveness of internal control over financial reporting;

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Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which only speak to the Company’s understanding as of the date of this report.

The Company does not undertake any obligation to release publicly any

revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A.

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(Tidewater), since 1992.

We are in the business of collecting, treating and distributing water for domestic, commercial, municipal, industrial and fire protection purposes.

We are in the business of providing an essential water utility service for domestic, commercial, municipal, industrial and fire protection purposes.

We operate water and wastewater systems under contract for governmental entities and private entities primarily in New Jersey and Delaware and provide regulated wastewater services in New Jersey.

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The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million.

Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey.

Prior to April 1, 2026, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provided water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey.

Effective April 1, 2026, Pinelands was merged into Middlesex and those customers are now served by Middlesex.

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 65,000 retail customers in New Castle, Kent and Sussex Counties, Delaware.

Tidewater’s subsidiary, White Marsh, services approximately 3,300 households in Kent and Sussex Counties through various operations and maintenance contracts.

Tidewater’s subsidiary, White Marsh, serves approximately 3,700 households in Kent and Sussex Counties through various operations and maintenance contracts.

USA-PA operates the water and wastewater systems for the City of Perth Amboy, New Jersey (Perth Amboy) under a 10-year operations and maintenance contract expiring in 2028.

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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.

Perfluoroalkyl Substances (PFAS) Multi-District Litigation Settlement - Multiple Company 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 amount was recorded as a regulatory liability pending regulatory approval from its respective public utility commissions.

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

The Company anticipates receiving during the remainder of 2025 additional settlement payments 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.

Rates and Regulatory Activity – In July 2025, Tidewater received a Delaware Public Service Commission (DEPSC) order approving the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate.

In addition, in June 2025, Middlesex and Pinelands filed a Joint Application for general base rate increase.

See Note 2, Rate and Regulatory Matters for more details about our rates and regulatory activity in Delaware and New Jersey.

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.

The settlement payments received by the Company will ultimately be refunded to customers.

As of March 31, 2026, the Company received $6.0 million and anticipates receiving additional settlement payments during the remainder of 2026 from the defendants named above.

Rates and Regulatory Matters

Middlesex - In February 2026, the New Jersey Board of Public Utilities (NJBPU) approved:

• $14.5 million of base rate increases for Middlesex and Pinelands, effective February 23, 2026;

• A Resiliency and Environmental System Improvement Charge (RESIC) Foundational Filing, which allows for the recovery of certain costs of future Middlesex and Pinelands investments related to compliance with requirements to address existing and emerging chemical elements or compounds, 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;

• A Distribution System Improvement System Charge (DSIC) Foundational Filing, which allows for the recovery of future Middlesex and Pinelands Water investments in qualifying capital improvements to their water distribution system.

In January 2026, the NJBPU approved the merger of Pinelands into Middlesex through a corporate reorganization, which was completed April 1, 2026.

Tidewater - In January 2026, Tidewater completed the acquisitions of the water utility assets of Pinewood Acres, LLC, as authorized by the Delaware Public Service Commission (DEPSC).

See Note 2, Rates and Regulatory Matters for more details about our rates and regulatory activity in Delaware and New Jersey.

United States Environmental Protection Agency (USEPA) Issues 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.

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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.

The USEPA has announced its plans to issue a proposed rule 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, and continues, implementing its strategy to meet these lower MCLs for Regulated PFAS and is finalizing the 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.

Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to maintain and improve service for the current and future generations of water and wastewater customers.

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 designing and implementing the most effective PFAS treatment approach.

Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to better serve current and future generations of water and wastewater customers.

The Company plans to invest approximately $126 million in 2026 in connection with this plan for projects that include, but are not limited to:

- Replacement of approximately 20 thousand linear feet of cast iron main in Woodbridge Township in our Middlesex System;

- Design and construction of new elevated water tanks in Delaware;

• Upgrade of the Carl J.

Olson Surface Water Treatment Plant (CJO Plant) to integrate PFAS removal from source

water and CJO Plant finished water pump electrical distribution system improvements in our Middlesex System;

• Construction of new water treatment facilities, distribution system improvements and PFAS treatment facilities in

• Various water main replacements and improvements.

The actual amount and timing of capital expenditures is dependent on project scheduling and refinement of engineering estimates for certain capital projects.

Our ability to increase operating income and net income is based significantly on four factors:

weather, adequate and timely rate relief, effective cost management and customer growth.

Weather patterns which can result in lower customer demand for water may occur at any time.

As operating costs are anticipated to increase in 2025 in a variety of categories, we continue to implement plans to further streamline operations and further reduce and mitigate increases in operating costs.

Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests.

Our investments in system infrastructure continue to grow significantly and our operating costs are anticipated to increase in 2025 and 2026 in a variety of categories.

These factors, among others, required a base rate increase request by Middlesex and Pinelands in June 2025.

Overall, organic residential customer growth continues in our Tidewater system (approximately 3.5% in 2024).

However, current and evolving economic market conditions may challenge that growth.

Strategy for Growth

Our strategy for selective and sustainable growth is focused on the following key areas:

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• Operation of municipal and industrial water and wastewater systems on a contract basis which meet our risk profile.

The Company has projected to spend approximately $506 million for the 2026-2028 capital investment program, including approximately $255 million for upgrading our CJO Plant to integrate PFAS removal from source water, $34 million on the RENEW Program, which is our ongoing initiative to replace water mains in the Middlesex System, $17 million for replacement of a transmission main in Metuchen in our Middlesex System, $8 million for booster station generator replacement and electrical improvements, $9 million for construction of the Bethany Bay new water treatment facility in the Tidewater System and $12 million for elevated storage tanks in our Tidewater System.

The Company utilizes semi-annual DSIC and RESIC filings between general rate case filings to timely recover costs for qualified capital investments related to its utility systems as well as compliance with requirements to address existing and emerging chemical elements or compounds, installation of new plant or equipment or replacement of existing plant or equipment to further maintain and enhance resiliency, health, safety or environmental protection investments.

Overall, organic residential customer growth continues in our Tidewater system (approximately 3.0% in 2025) through expansion of our franchise area.

However, current and evolving market conditions may challenge that growth.

The Company continues to seek "tuck-in" acquisition opportunities for small water systems near our current service areas

that are easily integrated into our Company, such as the recent acquisitions of the water utility assets of the Town of Ocean

View and Pinewood Acres, LLC in Delaware.

Our ability to increase operating income and net income is based significantly on four factors:

weather, adequate and timely rate relief, effective cost management and customer growth.

Weather patterns which can result in lower customer demand for water may occur at any time.

Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests.

Operating Results by Segment

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Non-Regulated - USA, USA-PA, and White Marsh.

Results of Operations – Three Months Ended September 30, 2025

Results of Operations – Three Months Ended March 31, 2026

(In Thousands)

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Operating Revenues

Operating revenues for the three months ended September 30 , 2025 decreased $1.0 million from the same period in 2024 due to the following factors:

• Middlesex System revenues decreased $1.3 million due to lower customer consumption driven by unfavorable weather partially offset by increased Distribution System Improvement Charge (DSIC) and Lead Service Line (LSL) Recovery rate increases (see Note 2, Rate and Regulatory Matters );

• Tidewater System revenues increased $0.3 million due to customer growth and base rate increases partially offset by lower customer consumption driven by unfavorable weather.

Operations and Maintenance Expense

Operations and Maintenance Expense for the three months ended September 30 , 2025 decreased $1.6 million from the same period in 2024 due to higher capitalizable costs and lower legal, financial and regulatory matter costs partially offset by higher variable production costs from weather-driven lower water quality, increased weather-driven main break repair costs and higher labor cost due to wage and employee headcount increases in 2025.

Depreciation expense for the three months ended September 30 , 2025 increased $0.6 million from the same period in 2024 due to higher average utility plant in service.

Other Taxes for the three months ended September 30, 2025 decreased $0.2 million from the same period in 2024 primarily due to lower gross receipts taxes on lower revenue in our Middlesex system.

Other Income, net

Other Income, net for the three months ended September 30, 2025 decreased $0.1 million from the same period in 2024 due to lower actuarially-determined retirement benefit plans non-service benefit partially offset by higher Allowance for Funds Used During Construction (AFUDC) from increased capital expenditures.

Interest Charges

Interest Charges for the three months ended September 30, 2025 increased $0.8 million from the same period in 2024 primarily due to higher average debt outstanding.

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.

Results of Operations – Nine Months Ended September 30, 2025

(In Thousands)

Nine Months Ended September 30,

Regulated Non-

Regulated Total Regulated Non-

Regulated Total

Operating Revenues $ 138,567 $ 9,148 $ 147,715 $ 135,181 $ 9,589 $ 144,770

Operations and Maintenance Expense 61,841 6,072 67,913 61,115 6,534 67,649

Depreciation 19,973 198 20,171 17,812 198 18,010

Other Taxes 16,283 177 16,460 16,264 166 16,430

Operating Income 40,470 2,701 43,171 39,990 2,691 42,681

Other Income, net 5,428 154 5,582 9,804 185 9,989

Interest Charges 10,535 — 10,535 10,721 — 10,721

3,074 927 4,001 5,497 905 6,402

Net Income $ 32,289 $ 1,928 $ 34,217 $ 33,576 $ 1,971 $ 35,547

Operating Revenues

Operating revenues for the nine months ended September 30, 2025 increased $2.9 million from the same period in 2024 primarily due to the following factors:

• Middlesex System revenues increased $1.8 million due to the base rate increase effective March 1, 2024 and increased DSIC and LSL Recovery rate increases (see Note 2, Rate and Regulatory Matters ) partially offset by lower consumption driven by unfavorable weather;

• Tidewater System revenues increased $1.4 million due to customer growth, and base rate increases partially offset by lower customer consumption driven by unfavorable weather;

• Non-regulated revenues decreased $0.4 million, primarily due to lower supplemental contract services

Operating revenues for the three months ended March 31, 2026 increased $4.4 million from the same period in 2025 due to the following factors:

• Middlesex System revenues increased $3.4 million due to increased wholesale customer demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters );

• Tidewater System revenues increased $0.8 million due to customer growth, increased customer consumption and rate increases (see Note 2, Rates and Regulatory Matters );

• Non-regulated revenues increased $0.1 million, primarily due to higher supplemental contract services;

• All other operating revenue categories increased $0.1 million.

Operations and Maintenance Expense

Operations and Maintenance Expense for the nine months ended September 30, 2025 increased $0.3 million from the same period in 2024 due to increased production costs from weather-driven lower water quality, increased weather-driven main break repair costs, higher labor cost due to wage and employee headcount increases and the one-time recovery in 2024 of previous water treatment operating costs at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order, partially offset by higher capitalizable costs and increased legal, financial and regulatory matter costs in 2024.

Depreciation expense for the nine months ended September 30, 2025 increased $2.2 million from the same period in 2024 due to higher average utility plant in service and the one-time recovery in 2024 of previous depreciation costs related to the PFAS treatment upgrades at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order.

Other Taxes for the nine months ended September 30, 2025 are consistent with the same period in 2024.

Operations and Maintenance Expense for the three months ended March 31, 2026 increased $1.9 million from the same period in 2025 due to increased variable production costs from higher production and higher labor cost due to wage and employee headcount increases, partially offset by higher capitalizable costs.

Depreciation expense for the three months ended March 31, 2026 increased $0.5 million from the same period in 2025 due to higher average utility plant in service.

Other Taxes for the three months ended March 31, 2026 increased $0.5 million from the same period in 2025 primarily due to higher gross receipts taxes on higher revenues in our Middlesex system.

Other Income, net

Other Income, net for the nine months ended September 30 , 2025 decreased $4.4 million from the same period in 2024 due to lower actuarially-determined retirement benefit plans non-service benefit and the one-time recovery in 2024 of carrying costs on PFAS treatment upgrades at Middlesex’s Park Avenue Plant in connection with Middlesex’s 2023 rate case order, partially offset by higher AFUDC from increased capital expenditures.

Other Income, net for the three months ended March 31, 2026 increased $0.2 million from the same period in 2025 due to higher Allowance for Funds Used During Construction from increased capital expenditures.

Interest Charges

Interest Charges for the nine months ended September 30 , 2025 decreased $0.2 million from the same period in 2024 due to lower average debt outstanding and lower average interest rates.

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 conclusion of Middlesex’s 2023 base rate increase request allowed Middlesex to recover costs, including income taxes, from the proceeds from a litigation agreement related to the PFAS treatment upgrades at Middlesex’s Park Avenue Plant.

Interest Charges for the three months ended March 31, 2026 increased $0.5 million from the same period in 2025 primarily due to higher average debt outstanding.

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.

Liquidity and Capital Resources

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weather, adequate and timely rate increases, effective cost management and customer growth.

The effect of those factors on net income is discussed in “Results of Operations.”

For the nine months ended September 30, 2025, cash flows from operating activities increased $6.8 million to $44.1 million.

The increase in cash flows from operating activities primarily resulted from the impact of Middlesex’s approved base rate increase effective March 1, 2024, Tidewater's base rate increase effective July 3, 2025, Middlesex's increased DSIC and lower vendor and federal income tax payments.

The effect of those factors on net income is discussed in Results of Operations above.

For the three months ended March 31, 2026, cash flows from operating activities decreased $2.1 million to $11.7 million.

The decrease in cash flows from operating activities primarily resulted from higher vendor payments offset by the impact of Middlesex’s approved base rate increase effective February 23, 2026 and Tidewater's base rate increase effective July 3, 2025.

Investing Cash Flows

For the nine months ended September 30, 2025, cash flows used in investing activities increased $26.8 million to $76.2 million due to increased utility plant expenditures in 2025 and Tidewater’s acquisition of the water utility assets of Ocean View.

For the three months ended March 31, 2026, cash flows used in investing activities increased $1.7 million to $20.6 million due to increased utility plant expenditures in 2026.

For further discussion on the Company’s future capital expenditures and expected funding sources, see Capital Expenditures and Commitments below.

Financing Cash Flows

For the nine months ended September 30, 2025, cash flows from financing activities increased $16.8 million to $32.9 million.

The increase in cash flows provided by financing activities is due to higher borrowings under the Company’s lines of credit and higher proceeds from the issuance of common stock under Middlesex’s new At -the-Market (ATM) equity offering program (for further information on Middlesex’s At-the-Market equity offering program, see below under Capital Expenditures and Commitments) partially offset by proceeds received from a litigation settlement in 2024.

For the three months ended March 31, 2026, cash flows from financing activities increased $4.6 million to $8.2 million.

The increase in cash flows provided by financing activities is due to higher long-term and short-term debt borrowings and the proceeds from the issuance of common stock under Middlesex’s At-the-Market (ATM) equity offering program (for further information on Middlesex’s ATM equity offering program, see below under Capital Expenditures and Commitments) partially offset by increased redemption of long-term-debt.

Capital Expenditures and Commitments

To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and the At-the-Market equity offering program, and when market conditions are favorable, proceeds from sales to the public of our common stock.

To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and the ATM equity offering program, and when market conditions are favorable, proceeds from sales to the public of our common stock.

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.

Middlesex has received approval from the New Jersey Board of Public Utilities (NJBPU) to borrow up to $300.0 million from the New Jersey SRF Program, the New Jersey Economic Development Authority (NJEDA), private placement and other financial institutions as needed through December 31, 2025.

In September 2025, the NJBPU approved Middlesex's petition 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 order to fund portions of its capital program and other funding requirements.

In October 2025, Middlesex closed on a $30.0 million, 5.99% private placement of First Mortgage Bonds 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.

The Company expects to issue debt securities in a series of one or more transaction offerings over a multi-year period to help fund Middlesex’s multi-year capital construction program.

The NJBPU has approved Middlesex's petition 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 New Jersey Economic Development Authority, private placement and other financial institutions as needed.

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

This loan is for costs associated with Tidewater’s obligation, as required by federal law and Delaware regulations, to 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.

These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains

and construction of a water treatment facility.

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.

Tidewater also 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.

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.

Southern Shores has drawn down $0.2 million on these loans as of March 31, 2026 and does not anticipate any further draws.

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.

In April 2026, Tidewater filed a petition with the DEPSC seeking approval to issue up to $25 million of long-term debt through CoBank, ACB.

Proceeds will be used to reduce Tidewater's Notes Payable and finance Tidewater's on-going capital program.

In order to fully fund the ongoing investment program in our utility plant infrastructure and maintain a balanced capital structure consistent with regulators’ expectations for a regulated water utility, Middlesex may offer for sale additional shares of its common stock.

The amount, timing and method of sale of common stock is dependent on the timing of construction expenditures, the level of additional debt financing and financial market conditions.

As approved by the NJBPU, the Company is authorized to issue and sell up to 1.0 million shares of its common stock in one or more transactions through December 31, 2025.

In September 2025, the NJBPU approved Middlesex's petition to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028, in one or more offerings through a traditional underwritten public offering and/or an ATM offering.

On May 12, 2025, Middlesex entered into an 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.

The NJBPU has approved Middlesex's petition to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028, in one or more offerings through a traditional underwritten public offering and/or an ATM offering.

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

Incorporated, and Janney Montgomery Scott (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 317 thousand and 381 thousand 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 to issue and sell under the Equity Sales Agreement.

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 has $77.3 million of aggregate gross sales remaining under the Equity Sales Agreement.

Recent Accounting Pronouncements – See Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements and guidance.

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 2. Management’s Discussion and Analysis