# Middlesex Water Co: Form 10-Q for the period ended Sep 30, 2025

- Company: [Middlesex Water Co](/companies/msex.md) (CIK 66004)
- Form: 10-Q
- Filed: 2025-10-31
- Accepted by EDGAR: Oct 31, 2025, 16:15 ET
- Period: 2025-09-30
- Accession: 0001628280-25-047821
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/66004/000162828025047821/msex-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/66004/000162828025047821/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $54.1m | us-gaap:Revenues |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $147.7m | us-gaap:Revenues |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $17.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $43.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $4.2m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $10.5m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $1.4m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $4.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $14.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $34.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.77 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $1.90 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.77 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $1.90 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 18,154,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 18,023,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $44.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2025-01-01 to 2025-09-30 | $18.3m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-09-30 | $3.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $49.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $1.34bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $118.3m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-09-30 | $350.2m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-09-30 | $7.6m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-09-30 | $482.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 30,150 characters.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Middlesex Water Company (Middlesex or the Company) included elsewhere herein and with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

### Forward-Looking Statements

Certain statements contained in this periodic report and in the documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. The Company intends that these statements be covered by the safe harbors created under those laws. They include, but are not limited to statements as to:

- expected financial condition, performance, prospects and earnings of the Company;
- strategic plans for growth;
- the amount and timing of rate increases and other regulatory matters, including the recovery of certain costs recorded as regulatory assets;
- the Company’s expected liquidity needs during the upcoming fiscal year and beyond and the sources and availability of funds to meet its liquidity needs;
- expected customer rates, consumption volumes, service fees, revenues, margins, expenses and operating results;
- financial projections;
- the expected amount of cash contributions to fund the Company’s retirement benefit plans, anticipated discount rates and rates of return on plan assets;
- the ability of the Company to pay dividends;
- 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;
- the Company’s plans to renew municipal franchises and consents in the territories it serves;
- trends; and
- the availability and quality of our water supply.

These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. 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;
- 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;
- availability of adequate supplies of quality water;
- actions taken by government regulators, including decisions on rate increase requests;
- new or modified water quality standards and compliance with related legal and regulatory requirements;
- weather variations, including climate variability, and other natural phenomena impacting utility operations;
- financial and operating risks associated with acquisitions and/or privatizations;
- acts of war or terrorism;
- cyber-attacks;
- changes in the pace of new housing development;
- availability and cost of capital resources;
- timely availability of materials and supplies for operations and critical infrastructure projects;
- effectiveness of internal control over financial reporting; and
- other factors discussed elsewhere in this report.

Many of these factors are beyond the Company’s ability to control or predict. 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.

For an additional discussion of factors that may affect the Company’s business and results of operations, see Item 1A. - Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

### Overview

Middlesex Water Company (Middlesex or the Company) has operated as a water utility in New Jersey since 1897 and in Delaware through our wholly-owned subsidiary, Tidewater Utilities, Inc. (Tidewater), since 1992. We are in the business of collecting, treating and distributing water 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. We are regulated by state public utility commissions as to rates charged to customers for water and wastewater services, as to the quality of water and wastewater service we provide and as to certain other matters in the states in which our regulated subsidiaries operate. Only our Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy), Inc. (USA-PA) and White Marsh Environmental Services, Inc. (White Marsh) subsidiaries are not regulated public utilities as related to rates and services quality. All municipal or commercial entities whose utility operations are managed by these entities, however, are subject to environmental regulation at the federal and state levels.

Our principal New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail customers, primarily in central New Jersey. 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.

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 64,000 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.

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. In addition to performing day-to day operations, USA-PA is also responsible for emergency response and management of capital projects funded by Perth Amboy.

USA operates the Borough of Avalon, New Jersey’s (Avalon) water utility, sewer utility and storm water system under a ten-year operations and maintenance contract expiring in 2032. USA also operates the Borough of Highland Park, New Jersey’s (Highland Park) water and wastewater systems under a 10-year operations and maintenance contract expiring in 2030. In addition to performing day-to-day service operations, USA is responsible for emergency response and management of capital projects funded by Avalon and Highland Park.

Under a marketing agreement with HomeServe USA Corp. (HomeServe) expiring in 2031, USA offers residential customers in New Jersey and Delaware water and wastewater related services and home maintenance programs. HomeServe is a leading national provider of such home maintenance service programs. USA receives a service fee for the billing, cash collection and other administrative matters associated with HomeServe’s service contracts. USA also provides unregulated water and wastewater services under contract with several New Jersey municipalities.

### 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 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. 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, 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. The Company plans to invest approximately $93 million in 2025 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; and
- 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.

### Outlook

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.

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

- Invest in our utility infrastructure to build system resiliency and meet compliance requirements;
- Timely and adequate recovery of infrastructure investments and other costs to maintain and continually improve service quality;
- Selective acquisitions of investor and municipally-owned water and wastewater utilities; and
- Operation of municipal and industrial water and wastewater systems on a contract basis which meet our risk profile.

### Operating Results by Segment

The discussion of the Company’s operating results is on a consolidated basis and includes significant factors by subsidiary. The Company has two operating segments, Regulated and Non-Regulated. The operations of the Regulated segment are subject to regulations promulgated by state public utility commissions as to rates and level of service. Rates and level of service in the Non-Regulated segment are subject to the terms of individually-negotiated and executed contracts with municipal, industrial and other clients. Both segments are subject to federal and state environmental, water and wastewater quality and other associated legal and regulatory requirements.

The segments in the tables included below are comprised of the following companies: Regulated-Middlesex, Tidewater, Pinelands and Southern Shores; Non-Regulated-USA, USA-PA, and White Marsh.

### Results of Operations – Three Months Ended September 30, 2025

*(In Thousands)*

|  | Three Months Ended September 30, 2025 Regulated | Non- Regulated | Total | 2024 Regulated | Non- Regulated | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating Revenues | $50,907 | $3,184 | $54,091 | $51,892 | $3,208 | $55,100 |
| Operations and Maintenance Expense | 21,554 | 2,184 | 23,738 | 23,092 | 2,267 | 25,359 |
| Depreciation | 6,871 | 70 | 6,941 | 6,245 | 64 | 6,309 |
| Other Taxes | 5,656 | 53 | 5,709 | 5,882 | 49 | 5,931 |
| **Operating Income** | $16,826 | $877 | $17,703 | $16,673 | $828 | $17,501 |
| Other Income, net | 1,825 | 61 | 1,886 | 1,892 | 76 | 1,968 |
| Interest Charges | 4,200 | — | 4,200 | 3,411 | — | 3,411 |
| Income Taxes | 1,116 | 315 | 1,431 | 1,457 | 282 | 1,739 |
| **Net Income** | $13,335 | $623 | $13,958 | $13,697 | $622 | $14,319 |

#### 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*); and
- 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

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

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

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, 2025 Regulated | Non- Regulated | Total | 2024 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 |
| Income Taxes | 3,074 | 927 | 4,001 | 5,497 | 905 | 6,402 |
| **Net Income** | $32,289 | $1,928 | $34,217 | $33,576 | $1,971 | $35,547 |

24

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

#### 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

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

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

#### 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.

#### 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

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.

### Liquidity and Capital Resources

#### Operating Cash Flows

Cash flows from operations are largely based on four factors: 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.

#### 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 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.

#### 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 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.

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.

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. 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 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. Baird & Co. 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 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.

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

## Market risk

As filed, 2,951 characters.

We are exposed to market risk associated with changes in interest rates and commodity prices. The Company is subject to the risk of fluctuating interest rates in the normal course of business. Our policy is to manage interest rates through the use of fixed rate long-term debt and, to a lesser extent, short-term debt. The Company’s interest rate risk related to existing fixed rate, long-term debt is not material due to the term of the majority of our First Mortgage Bonds, which have final maturity dates ranging from 2026 to 2059. Over the next twelve months, approximately $7.6 million of existing long-term debt instruments will mature. Applying a hypothetical change in the rate of interest charged by 10% on those borrowings would not have a material effect on our earnings. Fixed rate long-term debt and variable rate short-term debt agreements were not entered into for trading purposes.

Our risks associated with commodity price increases for chemicals, electricity and other commodities are reduced through contractual arrangements and the ability to recover price increases through rates. Non-performance by these commodity suppliers could have a material adverse impact on our results of operations, financial position and cash flows.

We are exposed to credit risk for both our Regulated and Non-Regulated business segments. Our Regulated operations serve residential, commercial, industrial and municipal customers while our Non-Regulated operations engage in business activities with developers, government entities and other customers. Our primary credit risk is exposure to customer default on contractual obligations and the associated loss that may be incurred due to the non-payment of customer accounts receivable balances. Our credit risk is managed through established credit and collection policies which are in compliance with applicable regulatory requirements and involve monitoring of customer exposure and the use of credit risk mitigation measures such as letters of credit or prepayment arrangements. Our credit portfolio is diversified with no significant customer or industry concentrations. In addition, our Regulated businesses are generally able to recover all prudently incurred costs including uncollectible customer accounts receivable expenses and collection costs through customers’ rates.

The Company's retirement benefit plan assets are exposed to the market prices variations of debt and equity securities. Changes to the Company's retirement benefit plan asset values can impact the Company's retirement benefit plan expense, funded status and future minimum funding requirements. Our exposure to market price risk in our retirement benefit plan assets is managed through our ability to recover retirement benefit plan costs through customer rates. There were no material changes to our primary market risk exposures or how such exposures are managed in 2025 nor are there expected to be in the future.

## Controls and procedures

As filed, 1,566 characters.

#### Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities and Exchange Act of 1934 (the Exchange Act), an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure.

## Risk factors

As filed, 184 characters.

The information about risk factors does not differ materially from those set forth in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Oct 31, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-047821. Last ingested by Listed: Oct 29, 2026, 16:49 ET. No prices; not investment advice.