SEC Filing - Middlesex Water Company

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msex-20260930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to______________________

Commission File Number 0-422

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)


New Jersey			22-1114430
(State of incorporation)			(IRS employer identification no.)

485C Route One South, Iselin, New Jersey 08830

(Address of principal executive offices, including zip code)

(732) 634-1500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MSEX	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☑The number of shares outstanding of each of the registrant's classes of common stock, as of October 28, 2026: Common Stock, No Par Value: 19,129,679 shares outstanding.

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INDEX


PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025	1

	Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025	2

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025	3

	Condensed Consolidated Statements of Capital Stock and Long-Term Debt as of September 30, 2026 and December 31, 2025	4

	Condensed Consolidated Statements of Common Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures of Market Risk	25

Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited):

MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025

Operating Revenues	$	60,205	$	54,091	$	165,276	$	147,715

Operating Expenses:
Operations and Maintenance	24,871		23,738		73,282		67,913
Depreciation	6,865		6,941		20,662		20,171
Other Taxes	6,202		5,709		17,735		16,460

Total Operating Expenses	37,938		36,388		111,679		104,544

Operating Income	22,267		17,703		53,597		43,171

Other Income:
Allowance for Funds Used During Construction	860		432		2,194		1,218
Other Income, net	1,541		1,454		4,557		4,364

Total Other Income, net	2,401		1,886		6,751		5,582

Interest Charges	4,200		4,200		11,431		10,535

Income before Income Taxes	20,468		15,389		48,917		38,218

Income Taxes	2,440		1,431		5,514		4,001

Net Income	18,028		13,958		43,403		34,217

Preferred Stock Dividend Requirements	13		18		49		59

Earnings Applicable to Common Stock	$	18,015	$	13,940	$	43,354	$	34,158

Earnings per share of Common Stock:
Basic	$	0.95	$	0.77	$	2.31	$	1.90
Diluted	$	0.95	$	0.77	$	2.31	$	1.90

Average Number of
Common Shares Outstanding:
Basic	19,012		18,123		18,756		17,992
Diluted	19,026		18,154		18,778		18,023

See Accompanying Notes to Condensed Consolidated Financial Statements.

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MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


		September 30, 2026		December 31, 2025
ASSETS
UTILITY PLANT:	Water Production	$	338,744	$	328,496
	Transmission and Distribution	989,661		938,118
	General	107,133		111,325
	Construction Work in Progress	72,439		44,400
	TOTAL	1,507,977		1,422,339
	Less Accumulated Depreciation	283,781		275,132
	UTILITY PLANT - NET	1,224,196		1,147,207

CURRENT ASSETS:	Cash and Cash Equivalents	1,698		2,800
	Accounts Receivable, net of allowance for credit losses of $2,749 and $1,625 in 2026 and 2025, respectively	23,571		19,213
	Unbilled Revenues	12,358		9,361
	Materials and Supplies (at average cost)	9,333		7,549
	Prepayments	4,808		2,843
	Regulatory Assets	3,537		—
	TOTAL CURRENT ASSETS	55,305		41,766

OTHER ASSETS:	Operating Lease Right of Use Asset	1,550		1,972
	Restricted Cash	1,675		1,675
	Regulatory Assets	109,036		110,284
	Non-utility Assets - Net	12,315		12,354
	Employee Benefit Plans	47,346		44,328
	Other	6,213		6,151
	TOTAL OTHER ASSETS	178,135		176,764
	TOTAL ASSETS	$	1,457,636	$	1,365,737

CAPITALIZATION AND LIABILITIES
CAPITALIZATION:	Common Stock, No Par Value, authorized 40,000, 19,129 and 18,521 outstanding in 2026 and 2025, respectively	$	309,581	$	279,148
	Retained Earnings	238,036		214,883
	TOTAL COMMON EQUITY	547,617		494,031
	Preferred Stock, No Par Value; authorized 120; issued 11 and 13 in 2026 and 2025, respectively	1,092		1,343
	Long-term Debt	392,246		378,874
	TOTAL CAPITALIZATION	940,955		874,248

CURRENT	Current Portion of Long-term Debt	7,379		7,850
LIABILITIES:	Notes Payable	37,100		28,250
	Accounts Payable	34,150		31,326
	Accrued Taxes	18,361		15,992
	Accrued Interest	3,325		3,311
	Regulatory Liabilities	1,489		—
	Unearned Revenues and Advanced Service Fees	505		497
	Other	6,690		6,569
	TOTAL CURRENT LIABILITIES	108,999		93,795

COMMITMENTS AND CONTINGENT LIABILITIES (Note 7)

OTHER	Advances for Construction	27,379		25,519
LIABILITIES:	Lease Obligations	1,338		1,838
	Accumulated Deferred Income Taxes	118,164		110,475
	Regulatory Liabilities	64,057		68,437
	Other	153		229
	TOTAL OTHER LIABILITIES	211,091		206,498

CONTRIBUTIONS IN AID OF CONSTRUCTION		196,591		191,196
	TOTAL CAPITALIZATION AND LIABILITIES	$	1,457,636	$	1,365,737

See Accompanying Notes to Condensed Consolidated Financial Statements.

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MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	43,403	$	34,217
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization	22,838		23,988
Provision for Deferred Income Taxes and Investment Tax Credits	(5,665)		(4,361)
Equity Portion of Allowance for Funds Used During Construction (AFUDC)	(1,347)		(735)
Cash Surrender Value of Life Insurance	201		(134)
Stock Compensation Expense	1,514		1,119
Changes in Assets and Liabilities:
Accounts Receivable	(4,358)		(3,896)
Unbilled Revenues	(2,997)		(223)
Materials & Supplies	(1,784)		(590)
Prepayments	(1,965)		(2,762)
Accounts Payable	2,756		2,300
Accrued Taxes	2,369		3,564
Accrued Interest	14		(362)
Employee Benefit Plans	(3,948)		(4,024)
Other Assets and Liabilities	(18)		(3,967)

NET CASH PROVIDED BY OPERATING ACTIVITIES	51,013		44,134
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility Plant Expenditures, Including AFUDC-Debt of $847 in 2026 and $483 in 2025	(83,879)		(71,642)
Acquisition of Water Systems	(150)		(4,607)

NET CASH USED IN INVESTING ACTIVITIES	(84,029)		(76,249)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of Long-term Debt	(13,561)		(6,330)
Proceeds from Issuance of Long-term Debt	26,723		3,603
Net Short-term Bank Borrowings	8,850		32,000
Deferred Debt Issuance Expense	(310)		(36)
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock	(282)		(379)
Proceeds from Issuance of Common Stock	29,235		21,281
Common Stock Issuance Expense	(284)		(871)
Payment of Common Dividends	(20,204)		(18,307)
Payment of Preferred Dividends	(48)		(59)
Construction Advances and Contributions-Net	1,795		2,046

NET CASH PROVIDED BY FINANCING ACTIVITIES	31,914		32,948
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(1,102)		833
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	4,475		4,226
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	3,373	$	5,059

See Accompanying Notes to Condensed Consolidated Financial Statements.

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MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT

(Unaudited)

(In thousands)


	September 30, 2026		December 31, 2025
Common Stock, No Par Value
Shares Authorized - 40,000
Shares Outstanding - 2026 - 19,129; 2025 - 18,521	$	309,581	$	279,148
Retained Earnings	238,036		214,883
TOTAL COMMON EQUITY	$	547,617	$	494,031

Cumulative Preferred Stock, No Par Value:
Shares Authorized - 120
Shares Outstanding - 2026 - 11; 2025 - 13
Convertible:
Shares Outstanding, $7.00 Series - 2026 - —; 2025 - 2	$	13	$	264
Nonredeemable:
Shares Outstanding, $7.00 Series - 1	79		79
Shares Outstanding, $4.75 Series - 10	1,000		1,000
TOTAL PREFERRED STOCK	$	1,092	$	1,343

Long-term Debt:
First Mortgage Bonds, 0.00%-5.99%, due 2028-2059	$	297,803	$	301,172
Secured Notes, 3.94%-7.05%, due 2028-2048	79,812		63,971
State Revolving Trust Notes, 0.00%-4.03%, due 2026-2047	21,230		20,540
SUBTOTAL LONG-TERM DEBT	398,845		385,683
Add: Premium on Issuance of Long-term Debt	6,004		6,148
Less: Unamortized Debt Expense	(5,224)		(5,107)
Less: Current Portion of Long-term Debt	(7,379)		(7,850)
TOTAL LONG-TERM DEBT	$	392,246	$	378,874

See Accompanying Notes to Condensed Consolidated Financial Statements.

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MIDDLESEX WATER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(Unaudited)

(In thousands)


	Common Stock Shares	Common Stock Amount		Retained Earnings		Total

Balance at January 1, 2025	17,887	$248,202		$197,061		$445,263
Net Income	—	—		9,479		9,479
Dividend Reinvestment & Common Stock Purchase Plan	4	221		—		221
Restricted Stock Award -Net-Employees	1	167		—		167
Conversion of $7 Preferred Stock to Common Stock	2	21		—		21
Cash Dividends on Common Stock ($0.3400 Per Share)	—	—		(6,081)		(6,081)
Cash Dividends on Preferred Stock	—	—		(22)		(22)
Balance at March 31, 2025	17,894	$	248,611	$	200,437	$	449,048

Net Income	—	—		10,778		10,778
Dividend Reinvestment & Common Stock Purchase 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	30	262		—		262
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

Net Income	—	—		13,958		13,958
Middlesex Water Company Investment Plan	4	235		—		235
Restricted Stock Award - Net - Employees	—	161		—		161
At-The-Market Program Common Stock Issuance	317	16,992		—		16,992
Common Stock Issuance Expense	—	(440)		—		(440)
Cash Dividends on Common Stock ($0.3400 per share)	—	—		(6,125)		(6,125)
Cash Dividends on Preferred Stock	—	—		(18)		(18)
Balance at September 30, 2025	18,337	$	269,636	$	212,910	$	482,546

Balance at January 1, 2026	18,521	$279,148		$214,883		$494,031
Net Income	—	—		10,605		10,605
Dividend Reinvestment & Common Stock Purchase Plan	4	217		—		217
Restricted Stock Award -Net-Employees	3	276		—		276
At-The-Market Program Common Stock Issuance	49	2,662		—		2,662
Common Stock Issuance Expense	—	(60)		—		(60)
Cash Dividends on Common Stock ($0.3600 Per Share)	—	—		(6,667)		(6,667)
Cash Dividends on Preferred Stock	—	—		(18)		(18)
Balance at March 31, 2026	18,577	$	282,243	$	218,803	$	501,046

Net Income	—	—		14,772		14,772
Dividend Reinvestment & Common Stock Purchase Plan	4	218		—		218
Restricted Stock Award - Net - Employees	38	208		—		208
Restricted Stock Award - Board of Directors	8	405		—		405
Conversion of $7 Preferred Stock to Common Stock	—	—		—		—
At-The-Market Program Common Stock Issuance	216	11,327		—		11,327
Common Stock Issuance Expense	—	(158)		—		(158)
Cash Dividends on Common Stock ($0.3600 per share)	—	—		(6,709)		(6,709)
Cash Dividends on Preferred Stock	—	—		(17)		(17)
Balance at June 30, 2026	18,843	$	294,243	$	226,849	$	521,092

Net Income	—	—		18,028		18,028
Dividend Reinvestment & Common Stock Purchase Plan	4	227		—		227
Restricted Stock Award - Net - Employees	—	347		—		347
Conversion of $7 Preferred Stock to Common Stock	28	251		—		251
At-The-Market Program Common Stock Issuance	254	14,581		—		14,581
Common Stock Issuance Expense	—	(68)		—		(68)
Cash Dividends on Common Stock ($0.3600 per share)	—			(6,828)		(6,828)
Cash Dividends on Preferred Stock	—			(13)		(13)
Balance at September 30, 2026	19,129	$	309,581	$	238,036	$	547,617

See Accompanying Notes to Condensed Consolidated Financial Statements.

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MIDDLESEX WATER COMPANY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Recent Developments

Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Utility Service Affiliates, Inc. (USA), and Utility Service Affiliates (Perth Amboy) Inc. (USA-PA). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (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 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 September 30, 2026, the results of operations for the three and nine month periods ended September 30, 2026 and 2025 and cash flows for the nine month periods ended September 30, 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 Accounting Guidance

The recently issued accounting standards that have not yet been adopted or recently adopted by the Company as of September 30, 2026 are as follows:

Standard

Description

Date of Adoption

Application

Effect on the
Condensed
Consolidated
Financial Statements

Accounting Standards Update (ASU) 2024-03 “Disaggregation of Income Statement Expenses”
(ASU 2024-03)

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: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. Further, the standard requires disclosure of the total amount and the entity’s definition of selling expenses.

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

Prospective, with retrospective application also permitted.

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

ASU 2025-06 "Internal-Use Software" (ASU 2025-06)

The 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: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. Further, the standard requires disclosure for all capitalized internal-use software costs and removes the requirement for intangibles disclosures for capitalized internal-use software.

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

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

The Company early adopted ASU 2025-06 during the quarter ended June 30, 2026, using the prospective transition approach. There was no material impact to the consolidated financial statements resulting from the adoption of ASU 2025-06.

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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 are receiving 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 September 2026, Middlesex filed a petition with the NJBPU requesting $0.8 million of additional annual revenues.

In February 2026, the NJBPU approved the joint petition filed by Middlesex and Pinelands Water for a Distribution System Improvement Charge (DSIC) Foundational Filing for the three-year period ending October 2028. DSIC programs allow for the recovery of investments in qualifying capital improvements to a public utility's water distribution system between rate cases. 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 September 2026, Middlesex filed a petition with the NJBPU requesting $1.7 million of additional annual revenues.

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 a Middlesex DSIC rate, effective December 1, 2025 that resulted in $0.9 million of annual revenues, which was 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 incurred between January 2025 through June 2025 were recovered between September 2025 and February 2026. Costs of $0.3 million incurred between July 2025 through December 2025 were recovered between March 2026 and August 2026. Costs of $0.5 million incurred between January 2026 through June 2026 are expected to be recovered between September 2026 and February 2027. The LSLR surcharge is required to be reset every six months over the life of the LSLR Plan. Costs for replacing Company-owned lead service lines are recoverable through traditional rate making in connection with general rate case filings.

Tidewater Rate Matters

In June 2026, the Delaware Public Service Commission (DEPSC) approved a Tidewater DSIC rate, effective July 1, 2026, which is expected to result in approximately $0.6 million of semi-annual revenues between July 2026 to December 2026. The previous DEPSC-approved Tidewater DSIC rate resulted in approximately $0.3 million of revenues between January 2026 and June 2026.

In February 2026, the 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. In September 2026, Tidewater

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issued a refund of $0.5 million to its customers resulting from additional proceeds of the MDL settlement agreement. For further information, refer to the 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 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%.

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. Through September 30, 2026, the Company has received $9.6 million of settlement payments, $6.0 million of which the Company expects to share 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%. Additionally, when there are unanticipated capital expenditures or regulatory related changes in operating expenses that exceed certain annual thresholds, rates are increased. Effective January 1, 2025, Southern Shores rates were increased $0.1 million or 6.51%. Effective January 1, 2026, Southern Shores rates were increased $0.1 million or 4.89%.

Note 3 – Capitalization

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.

Common Stock

During the nine months ended September 30, 2026 and 2025, there were 12,199 common shares (approximately $0.7 million) and 12,522 common shares (approximately $0.7 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. Baird & Co. 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, 2026, Middlesex issued and sold a total of 253,537 and 518,564 shares of common stock respectively, at a weighted average price of $58.32 and $55.90 per share, respectively, and received $14.6 million and $28.6 million in net proceeds, respectively, under the Equity Sales Agreement. As of September 30, 2026, the Company had $51.0 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

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(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.

In June 2026, Middlesex closed on a $17.8 million SRF construction loan. The proceeds will be used to fund the replacement of lead service lines under Middlesex's LSLR Plan. Middlesex has drawn down $0.2 million as of September 30, 2026 and the funding requisitions are expected to occur through December 2027.

In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB (CoBank) and borrowed $25.0 million at an interest rate of 6.72%. The loan matures in 2048. Proceeds from the loan were used to repay Tidewater’s outstanding short-term borrowings and for other general corporate purposes.

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 on both of these notes were 6.17% with due dates in 2043.

In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with a maturity date 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 $1.8 million as of September 30, 2026 and expects that the requisitions will continue through 2027.

In May 2024, December 2025 and October 2026, Tidewater closed on four Delaware SRF loans totaling $13.9 million, all at interest rates of 2.0% with maturity dates between 2045 through 2047. 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 $2.1 million on these loans as of September 30, 2026. Each project has its own construction timetable with the last spending set to occur in 2030.

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 Shores' 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 as of September 30, 2026, and does not expect any further draws.

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 certain First Mortgage Bonds (FMBs) 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 the FMBs in the table below are classified as Level 2 measurements. The carrying amount and fair value of the FMBs were as follows:


	(In Thousands)
	September 30, 2026				December 31, 2025
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
FMBs	$	122,802	$	111,144	$	126,172	$	120,430

It was not practicable to estimate the fair value on the outstanding long-term debt for which there is no quoted market price and there is not an active trading market. The carrying amount of these instruments was $276.0 million and $259.5 million at September 30, 2026 and December 31, 2025, respectively. Advances for construction have carrying amounts of $27.4 million and $25.5 million at September 30, 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.

Substantially all of the utility plant of the Company is subject to the lien of its mortgage, which includes debt service and capital ratio covenants. The Company is in compliance with all of its mortgage covenants and restrictions.

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Note 4 – Earnings Per Share

Basic earnings per share (EPS) are computed on the basis of the weighted average number of shares outstanding during the period presented. Diluted EPS assumes the conversion of the Convertible Preferred Stock $7.00 Series.


	(In Thousands Except per Share Amounts)
	Three Months Ended September 30,
	2026				2025
Basic:		Income		Shares	Income		Shares
Net Income		$	18,028	19,012	$	13,958	18,123
Preferred Dividend		(13)			(18)
Earnings Applicable to Common Stock		$	18,015	19,012	$	13,940	18,123

Basic EPS		$	0.95		$	0.77

Diluted:
Earnings Applicable to Common Stock		$	18,015	19,012	$	13,940	18,123
$7.00 Series Preferred Dividend		2		14	5		31
Adjusted Earnings Applicable to Common Stock		$	18,017	19,026	$	13,945	18,154

Diluted EPS		$	0.95		$	0.77


	(In Thousands Except per Share Amounts)
	Nine Months Ended September 30,
	2026				2025
Basic:		Income		Shares	Income		Shares
Net Income		$	43,403	18,756	$	34,217	17,992
Preferred Dividend		(49)			(59)
Earnings Applicable to Common Stock		$	43,354	18,756	$	34,158	17,992

Basic EPS		$	2.31		$	1.90

Diluted:
Earnings Applicable to Common Stock		$	43,354	18,756	$	34,158	17,992
$7.00 Series Preferred Dividend		11		22	19		31
Adjusted Earnings Applicable to Common Stock		$	43,365	18,778	$	34,177	18,023

Diluted EPS		$	2.31		$	1.90

Note 5 – Business Segment Data

The Company’s Chief Operating Decision Maker (CODM) consists of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer. The CODM evaluates segment performance and profitability using net income. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.

Resource allocation to the Company’s regulated and non-regulated segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. 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

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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.

The segments follow the same accounting policies as described in Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments of the 2025 Form 10-K. Segment profit or loss is based on Net Income. Expenses used to determine operating income before taxes are charged directly to each segment or are allocated based on the applicable cost allocation factors. Assets allocated to each segment are based upon specific identification of such assets provided by Company records. The effects of all intra-segment and/or intercompany transactions are eliminated in the consolidated financial statements.

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 and Southern Shores. This segment also includes a regulated wastewater system in New Jersey. The Company is subject to regulations as to its rates, services and other matters by the states of New Jersey and Delaware with respect to utility service within these states. The other segment is primarily comprised of non-regulated contract services for the operation and maintenance of municipal and private water and wastewater systems in New Jersey and Delaware and includes USA, USA-PA, and White Marsh.


	(In Thousands)
	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Operation by Segments
Operating Revenues:
Regulated	$	57,267	$	51,209	$	156,507	$	138,973
Non – Regulated	3,461		3,305		9,786		9,509
Total Reportable Segments	60,728		54,514		166,293		148,482
Inter-segment Elimination	(523)		(423)		(1,017)		(767)
Consolidated Operating Revenues	$	60,205	$	54,091	$	165,276	$	147,715

Operating Expenses
Purchased Water:
Regulated	$	2,497	$	2,353	$	6,572	$	6,339
Non – Regulated	—		—				—
Total Reportable Segments	2,497		2,353		6,572		6,339
Inter-segment Elimination	(399)		(303)		(645)		(406)
Consolidated Purchased Water	$	2,098	$	2,050	$	5,927	$	5,933

Other Operations and Maintenance Expenses:
Regulated	$	20,270	$	19,624	$	60,671	$	56,269
Non – Regulated	2,627		2,184		7,055		6,072
Total Reportable Segments	22,897		21,808		67,726		62,341
Inter-segment Elimination	(124)		(120)		(371)		(361)
Consolidated Other Operations and Maintenance Expenses	$	22,773	$	21,688	$	67,355	$	61,980

Other Taxes:
Regulated	$	6,136	$	5,656	$	17,527	$	16,283
Non – Regulated	66		$	53	208		$	177
Consolidated Other Taxes	$	6,202	$	5,709	$	17,735	$	16,460

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	(In Thousands)
	Three months ended September 30,				Nine months ended September 30,
Operation by Segments (continued)	2026		2025		2026		2025
Depreciation:
Regulated	$	6,805	$	6,871	$	20,454	$	19,973
Non – Regulated	60		70		208		198
Consolidated Depreciation	$	6,865	$	6,941	$	20,662	$	20,171

Operating Income:
Regulated	$	21,684	$	16,826	$	51,654	$	40,470
Non – Regulated	583		877		1,943		2,701
Consolidated Operating Income	$	22,267	$	17,703	$	53,597	$	43,171

Other Income:
Regulated	$	2,503	$	2,002	$	7,220	$	5,924
Non – Regulated	40		61		83		154
Total Reportable Segments	2,543		2,063		7,303		6,078
Inter-segment Elimination	(142)		(177)		(552)		(496)
Consolidated Other Income, Net	$	2,401	$	1,886	$	6,751	$	5,582

Income Taxes:
Regulated	$	2,229	$	1,116	$	4,828	$	3,074
Non – Regulated	211		$	315	686		$	927
Consolidated Income Taxes	$	2,440	$	1,431	$	5,514	$	4,001

Net Income:
Regulated	$	17,616	$	13,335	$	42,063	$	32,289
Non – Regulated	412		$	623	1,340		$	1,928
Consolidated Net Income	$	18,028	$	13,958	$	43,403	$	34,217

Capital Expenditures:
Regulated	$	30,303	$	20,785	$	83,627	$	71,334
Non – Regulated	109		$	222	252		$	308
Total Capital Expenditures	$	30,412	$	21,007	$	83,879	$	71,642


	(In Thousands)
	As of September 30, 2026		As of December 31, 2025
Assets:
Regulated	$	1,470,519	$	1,377,391
Non – Regulated	8,830		9,076
Total Reportable Segments	1,479,349		1,386,467
Inter-segment Elimination	(21,713)		(20,730)
Consolidated Assets	$	1,457,636	$	1,365,737

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Note 6 – Short-term Borrowings

The Company maintains lines of credit aggregating $180.0 million.


	(In Millions)
	As of September 30, 2026							Line of Credit
	Outstanding		Available		Maximum		Credit Type	Expiration Date
Bank of America	$	15.0	$	45.0	$	60.0	Uncommitted	July 31, 2027
PNC Bank	13.1		86.9		100.0		Committed	January 31, 2029
CoBank	9.0		11.0		20.0		Committed	May 20, 2029
	$	37.1	$	142.9	$	180.0

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.

In May 2026, Tidewater amended its line of credit with CoBank. Under the terms of the amendment, the expiration date was extended to May 20, 2029.

In July 2026, the Company amended its line of credit with Bank of America. Under the terms of the amendment, the expiration date was extended to July 31, 2027.

The maturity dates for the Notes Payable as of September 30, 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) plus a credit spread. The interest rate for borrowings under the CoBank line of credit is set weekly using CoBank’s internal cost of funds index that is similar to the SOFR plus a credit spread. 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, 2026 under these credit lines is 5.07%.

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,
	2026			2025			2026			2025
Average Daily Amounts Outstanding	$	38,231		$	61,664		$	42,822		$	46,205
Weighted Average Interest Rates	4.80		%	5.46		%	4.78		%	5.44		%

Note 7 – Commitments and Contingent Liabilities

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. The agreement has provisions for additional pricing in the event Middlesex overdrafts or exceeds certain monthly and annual thresholds.

Middlesex also has an agreement with a non-affiliated NJBPU-regulated water utility for the purchase of treated water. This agreement, which expires February 27, 2031, provides for the minimum purchase of 3.0 mgd of treated water with provisions for additional purchases if needed.

Tidewater contracts with the City of Dover in Delaware to purchase treated water of up to 75.0 million gallons annually.

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Purchased water costs are shown below:


	(In Thousands)
	Three months ended September 30,					Nine months ended September 30,
		2026		2025			2026		2025
Treated		$	1,191	$	1,143		$	3,236	$	3,242
Untreated		907		907			2,691		2,691
Total Costs		$	2,098	$	2,050		$	5,927	$	5,933

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 $68.9 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 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. In addition, the Company maintains business insurance coverage that may mitigate the effect of any current or future loss contingencies.

Change in Control Agreements – The Company has Change in Control Agreements with its executive officers that provide compensation and benefits in the event of termination of employment under certain conditions in connection with a change in control of the Company.

Note 8 – Employee Benefit Plans

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, 2026 and 2025, the Company did not make cash contributions to the Pension Plan. The Company does not expect to make any Pension Plan cash contributions over the remainder of the current year.

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-month periods ended September 30, 2026 and 2025, the Company did not make cash contributions to its Other Benefits Plan. The Company does not expect to make any Other Benefits Plan cash contributions over the remainder of the current year.

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The following tables set forth information relating to the Company’s periodic costs (benefit) for its employee retirement benefit plans:


	(In Thousands)
	Pension Benefits				Other Benefits

	Three Months Ended September 30,
	2026		2025		2026		2025
Service Cost	$	286	$	242	$	86	$	85
Interest Cost	1,209		1,159		441		430
Expected Return on Assets	(1,591)		(1,687)		(1,021)		(928)
Amortization of Unrecognized Losses (Gains)	18		12		(214)		(153)
Net Periodic Benefit*	$	(78)	$	(274)	$	(708)	$	(566)


	(In Thousands)
	Pension Benefits				Other Benefits

	Nine Months Ended September 30,
	2026		2025		2026		2025
Service Cost	$	857	$	725	$	257	$	255
Interest Cost	3,627		3,476		1,324		1,289
Expected Return on Assets	(4,772)		(5,061)		(3,063)		(2,784)
Amortization of Unrecognized Losses (Gains)	55		37		(642)		(460)
Net Periodic Benefit*	$	(233)	$	(823)	$	(2,124)	$	(1,700)

*Service cost is included in Operations and Maintenance expense on the consolidated statements of income; all other amounts are included in Other Income, net.

Note 9 – Revenue Recognition from Contracts with Customers

The Company’s revenues are primarily generated from regulated tariff-based water and wastewater utility services and non-regulated operation and maintenance contracts for services on water and wastewater systems owned by others. Revenue from contracts with customers is recognized when control of a promised good or service is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services.

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 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.

Non-regulated service contract revenues consist of base service fees, as well as fees for additional billable services provided to customers. Fees are billed monthly and are due within 30 days after the invoice date. The Company considers the amounts billed to represent the value of these services provided to customers. 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.

Substantially all of the amounts included in operating revenues and accounts receivable are from contracts with customers.

The Company’s contracts do not contain any significant financing components.

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The Company’s operating revenues are comprised of the following:


	(In Thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Regulated Tariff Sales
Residential	$	31,496	$	29,149	$	84,589	$	78,511
Commercial	10,393		9,120		25,997		23,169
Industrial	3,807		3,454		11,455		9,856
Fire Protection	4,184		3,729		12,174		11,449
Wholesale	6,956		5,423		21,549		15,484
Non-Regulated Contract Operations	3,336		3,184		9,414		9,148
Total Revenue from Contracts with Customers	$	60,172	$	54,059	$	165,178	$	147,617
Other Regulated Revenues	432		334		744		504
Other Non-Regulated Revenues	124		121		371		361
Inter-segment Elimination	(523)		(423)		(1,017)		(767)
Total Revenue	$	60,205	$	54,091	$	165,276	$	147,715

Note 10 – Income Taxes

The statutory Federal tax rate is 21.0% for each of the three and nine months ended September 30, 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 and nine months ended September 30, 2026 and 2025. The Company’s effective tax rate was 12.0% and 11.3% for three and nine months ended September 30, 2026 respectively, compared to 9.3% and 10.5% for the same periods, respectively, in 2025. The Company evaluates and updates the annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Income Taxes for the three and nine months ended September 30, 2026 increased by $1.0 million and $1.5 million, respectively, from the same periods in 2025, primarily due to higher pre-tax income partially offset by higher flow-through benefit from increased estimated annual deductions on repair expenditures on tangible property in Middlesex.

Note 11 - Supplemental Cash Flows Information


	(In Thousands)
	Nine Months Ended September 30,
	2026	2025
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
Utility Plant received as Construction Advances and Contributions	$5,461	$7,676
Accrued Payables for Utility Plant	10,722	4,401
Conversion of Preferred Stock into Common Stock	251	283

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash Paid During the Nine Months for:
Interest	11,564	11,070
Interest Capitalized	847	483
Income Taxes	4,472	946

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2025.

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;

-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;

-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 real estate development;

-availability and cost of capital resources;

-timely availability of materials and supplies for operations and for 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

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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, 2025.

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 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. 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, Middlesex, provides water services to approximately 61,000 retail customers in central New Jersey, and also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. 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 (Middlesex and the Pinelands are collectively referred to as the "Middlesex System").

Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 66,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. 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. 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 - 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.

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The settlement payments received by the Company will ultimately be refunded to customers. Through September 30, 2026, the Company received $9.6 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; and

•A Distribution System Improvement 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 September 2026, Middlesex filed RESIC and DSIC petitions with the NJBPU requesting $0.8 million and $1.7 million of additional annual revenues, respectively.

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

Tidewater - In October 2026, the DEPSC approved a joint application by Tidewater and Mount Pleasant MHP, LLC (Mount Pleasant) regarding Tidewater’s purchase of all of the rights, title, and interest in the water utility assets of Mount Pleasant for $25 thousand. Mount Pleasant serves 39 customers in New Castle County, Delaware. Closing on this purchase is expected by December 2026.

In June 2026, the DEPSC approved Tidewater’s DSIC rate, effective July 1, 2026. Tidewater is expected to recover approximately $0.6 million of semi-annual revenues from July 2026 to December 2026.

In January 2026, Tidewater completed the acquisition of the water utility assets of Pinewood Acres, LLC, as authorized by the 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. 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 allowing utilities to extend 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 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

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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:

•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

Delaware; and

•Various water main replacements and improvements.

Strategy for 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.

Outlook

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.

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

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 (through March 31, 2026, when Pinelands was merged into Middlesex - see Note 2 – Rates and Regulatory Matters, Middlesex Rate Matters for more details) and Southern Shores; Non-Regulated - USA, USA-PA, and White Marsh.

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Results of Operations – Three months ended September 30, 2026


	(In Thousands)
	Three Months Ended September 30,
	2026						2025
	Regulated		Non- Regulated		Total		Regulated		Non- Regulated		Total
Operating Revenues	$	56,869	$	3,336	$	60,205	$	50,907	$	3,184	$	54,091
Operations and Maintenance Expense	22,244		2,627		24,871		21,554		2,184		23,738
Depreciation	6,805		60		6,865		6,871		70		6,941
Other Taxes	6,136		66		6,202		5,656		53		5,709
Operating Income	$	21,684	$	583	$	22,267	$	16,826	$	877	$	17,703

Other Income, net	2,361		40		2,401		1,825		61		1,886
Interest Charges	4,200		—		4,200		4,200		—		4,200
Income Taxes	2,229		211		2,440		1,116		315		1,431
Net Income	$	17,616	$	412	$	18,028	$	13,335	$	623	$	13,958

Operating Revenues

Operating revenues for the three months ended September 30, 2026 increased $6.1 million from the same period in 2025 due to the following factors:

•Middlesex revenues increased $4.7 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);

•Tidewater revenues increased $1.2 million due to increased customer consumption, customer growth and rate increases (see Note 2, Rates and Regulatory Matters); and

•Non-regulated revenues increased $0.2 million, primarily due to higher supplemental contract services.

Operations and Maintenance Expense

Operations and Maintenance Expense for the three months ended September 30, 2026 increased $1.1 million from the same period in 2025 primarily due to increases in variable production costs from higher customer demand and employee related costs, partially offset by higher capitalizable costs.

Depreciation

Depreciation expense for the three months ended September 30, 2026 decreased $0.1 million from the same period in 2025 due to the implementation of depreciation rates from the study approved by the NJBPU partially offset by higher average utility plant in service.

Other Taxes

Other Taxes for the three months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher gross receipts taxes on higher revenues in our Middlesex System.

Other Income, net

Other Income, net for the three months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher Allowance for Funds Used During Construction (AFUDC) from increased capital expenditures.

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Interest Charges

Interest Charges for the three months ended September 30, 2026 were consistent with the same period in 2025 primarily due to higher average debt outstanding offset by lower interest rates.

Income Taxes

Income Taxes for the three months ended September 30, 2026 increased by $1.0 million from the same period in 2025, primarily due to higher pre-tax income partially offset by higher flow-through benefit from increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.

Results of Operations – Nine months ended September 30, 2026


	(In Thousands)
	Nine Months Ended September 30,
	2026						2025
	Regulated		Non- Regulated		Total		Regulated		Non- Regulated		Total
Operating Revenues	$	155,862	$	9,414	$	165,276	$	138,567	$	9,148	$	147,715
Operations and Maintenance Expense	66,227		7,055		73,282		61,841		6,072		67,913
Depreciation	20,454		208		20,662		19,973		198		20,171
Other Taxes	17,527		208		17,735		16,283		177		16,460
Operating Income	$	51,654	$	1,943	$	53,597	$	40,470	$	2,701	$	43,171

Other Income, net	6,668		83		6,751		5,428		154		5,582
Interest Charges	11,431		—		11,431		10,535		—		10,535
Income Taxes	4,828		686		5,514		3,074		927		4,001
Net Income	$	42,063	$	1,340	$	43,403	$	32,289	$	1,928	$	34,217

Operating Revenues

Operating revenues for the nine months ended September 30, 2026 increased $17.6 million from the same period in 2025 due to the following factors:

•Middlesex revenues increased $13.5 million due to increased wholesale demand, customer consumption and base rate increases effective February 23, 2026 (see Note 2, Rates and Regulatory Matters);

•Tidewater revenues increased $3.8 million due to increased customer consumption, customer growth, and rate increases (see Note 2, Rates and Regulatory Matters); and

•Non-regulated revenues increased $0.3 million, primarily due to higher supplemental contract services.

Operations and Maintenance Expense

Operations and Maintenance Expense for the nine months ended September 30, 2026 increased $5.4 million from the same period in 2025 primarily due to increases in allowance for credit loss reserve, employee related costs and variable production costs from higher customer demand, partially offset by higher capitalizable costs.

Depreciation

Depreciation expense for the nine months ended September 30, 2026 increased $0.5 million from the same period in 2025 due to higher average utility plant in service, partially offset by the implementation of depreciation rates from the study approved by the NJBPU.

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Other Taxes

Other Taxes for the nine months ended September 30, 2026 increased $1.3 million from the same period in 2025 due to higher gross receipts taxes on higher revenue in our Middlesex System.

Other Income, net

Other Income, net for the nine months ended September 30, 2026 increased $1.2 million from the same period in 2025 due to higher AFUDC from increased capital expenditures.

Interest Charges

Interest Charges for the nine months ended September 30, 2026 increased $0.9 million from the same period in 2025 due to higher average debt outstanding.

Income Taxes

Income Taxes for the nine months ended September 30, 2026 increased by $1.5 million from the same period in 2025, primarily due to higher pre-tax income partially offset by higher flow-through benefit from increased estimated annual deductions on repair expenditures on tangible property in the Middlesex System. Income tax benefits from the deduction of repair expenditures on tangible property in the Middlesex System are recognized immediately as a reduction to income tax expense in accordance with a previously issued NJBPU order.

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 above.

For the nine months ended September 30, 2026, cash flows from operating activities increased $6.9 million to $51.0 million. The increase in cash flows from operating activities primarily resulted from the impact of Middlesex’s and Tidewater's approved base rate increases effective February 2026 and July 2025, respectively, and lower vendor payments offset by higher income tax payments.

Investing Cash Flows

For the nine months ended September 30, 2026, cash flows used in investing activities increased $7.8 million to $84.0 million due to increased utility plant expenditures offset by lower expenditures on tuck-in acquisitions.

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, 2026, cash flows from financing activities decreased $1.0 million to $31.9 million. The decrease in cash flows provided by financing activities is due to higher long-term debt repayments and lower short-term debt borrowings offset by higher long-term-debt borrowings and higher 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).

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 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

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

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 June 2026, Middlesex closed on a $17.8 million SRF construction loan. The proceeds will be used to fund the replacement of lead service lines under Middlesex's Lead Service Line Replacement Plan. Middlesex has drawn down $0.2 million as of September 30, 2026 and the funding requisitions are expected to occur through December 2027.

In June 2026, Tidewater entered into a term loan agreement with CoBank, ACB and borrowed $25.0 million at an interest rate of 6.72%. The loan matures in 2048. Proceeds from the loan were used to repay Tidewater’s outstanding short-term borrowings and for other general corporate purposes.

In May 2024, December 2025 and October 2026, Tidewater closed on four Delaware SRF loans totaling $13.9 million, all at interest rates of 2% with maturity dates in 2045. 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 $2.1 million on these loans as of September 30, 2026. Each project has its own construction timetable with the last spending set to occur in 2030.

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.

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. Baird & Co. 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. In February 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, 2026, Middlesex issued and sold a total of 253,537 and 518,564 shares of common stock respectively, at a weighted average price of $58.32 and $55.90 per share, respectively, and received $14.6 million and $28.6 million in net proceeds, respectively, under the Equity Sales Agreement. As of September 30, 2026, the Company had $51.0 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.

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Item 3. Quantitative and Qualitative Disclosures of Market Risk

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 2028 to 2059. Over the next twelve months, approximately $7.4 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 2026 nor are there expected to be in the future.

Item 4. Controls and Procedures

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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information updates and amends the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 in Part I, Item 3—Legal Proceedings. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Company’s Form 10-K.

The Company is a defendant in lawsuits in the normal course of business. We believe the resolution of pending claims and legal proceedings will not have a material adverse effect on the Company’s consolidated financial statements.

Item 1A. Risk Factors

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, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)None.

(b)None.

(c)Insider Trading Arrangements and Policies - During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


10.24(g)			Amendment No. 6 ($60,000,000) to Uncommitted Loan Agreement, dated July 24, 2026, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Middlesex Water Maryland, Inc; Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc. and Bank of America, N.A., filed as Exhibit 10.24(g) of the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2026
10.57(a)			Financing Agreement (Supplemental Kendale Road Interconnection Project), dated October 6, 2026, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health and Social Services, Division of Public Health and Tidewater Utilities, Inc.
31.1			Section 302 Certification by Nadine Leslie pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

31.2			Section 302 Certification by Mohammed G. Zerhouni pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

32.1			Section 906 Certification by Nadine Leslie pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.2			Section 906 Certification by Mohammed G. Zerhouni pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101.INS			XBRL Instance Document

101.SCH			XBRL Schema Document

101.CAL			XBRL Calculation Linkbase Document

101.LAB			XBRL Labels Linkbase Document

101.PRE			XBRL Presentation Linkbase Document

101.DEF			XBRL Definition Linkbase Document

104			Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			MIDDLESEX WATER COMPANY

			By:			/s/ Nadine Leslie
						Nadine Leslie
						Chair, President and Chief Executive Officer

						(Principal Executive Officer)

			By:			/s/ Mohammed G. Zerhouni
						Mohammed G. Zerhouni
						Senior Vice President, Chief Financial Officer and Treasurer

						(Principal Financial Officer)

Date: October 29, 2026

Document

Exhibit 10.57(a)

BEFORE THE PUBLIC SERVICE COMMISSION
OF
THE STATE OF DELAWARE

IN THE MATTER OF THE APPLICATION
TIDEWATER UTILITIES, INC.
FOR APPROVAL PURSUANT TO                 PSC DOCKET NO.
26 Del. C. § 215 OF THE ISSUANCE OF
A LONG-TERM DEBT OBLIGATION
(FILED AUGUST 10, 2026)

2.TIDEWATER UTILITIES, INC. APPLICATION FOR

3.APPROVAL OF THE ISSUANCE OF A LONG-TERM DEBT OBLIGATION

Pursuant to Section 215(a) (2) of Title 26 of the Delaware Code, Tidewater Utilities, Inc., a Delaware corporation ("Tidewater"), respectfully requests that the Public Service Commission of the State of Delaware (the "Commission") approve the issuance of a long-term debt obligation in the principal amount of up to $7,290,000.00 with a fixed interest rate from the Delaware Drinking Water State Revolving Fund (the "Supplemental SRF Loan"). The Supplemental SRF Loan is incremental to the long-term debt obligation in the principal amount of $2,610,000.00 (DWSRF State Loan #22000038) approved by Order 10419.

APPLICANT'S NAME AND ADDRESS

1.The name and address of Applicant is:

Tidewater Utilities, Inc.

1100 South Little Creek Road

Dover, DE 19901

RLF1 36306662v.3

Exhibit 10.57(a)

Mailing Address:

Tatyana Kaplan

Tidewater Utilities, Inc.

c/o Middlesex Water Company

485C Route One South

Iselin, NJ 08830

RLF1 36306662v.3

Exhibit 10.57(a)

2.Tidewater, a Delaware corporation, has provided water service to the public since 1964. Tidewater is presently providing public water service to approximately 64,000 customers in New Castle, Kent and Sussex Counties. Tidewater has large concentrations of its existing and future customer base throughout its service territory, which are defined as water service districts by Tidewater.

3.Tidewater serves certain sections of the Town of Ocean View with a number of groundwater facilities, including a facility located at the Bethany Bay community. Construction of the original existing Bethany Bay facility included two (2) wells. Water from these wells met existing applicable water quality standards. The existing treatment facility provides only chemical addition.

4.Tidewater constructed two (2) additional wells to expand the capacity of the Bethany Bay facility. Concurrent with the construction of the two (2) new wells, the State of Delaware issued proposed maximum contaminant levels ("MCL") for perfluoroalkyl substances (commonly known as "PFAS"). In anticipation that the MCL will be finalized as proposed by Delaware, Tidewater conducted sampling of all four wells. One of the older wells was found to exceed the proposed MCL. PFAS was also detected in one of the new wells, but at less than the proposed MCL.

5.In addition to the PFAS MCL concerns, one of the older wells has observed nitrates at just over 50% of the MCL for nitrates and testing for one of the new wells has identified iron and manganese at levels that exceed the Delaware Secondary MCL for iron and manganese.

6.Tidewater plans to construct a new water treatment facility at the same location as the existing facility within the Bethany Bay community with the capability to provide treatment for iron and manganese, nitrates and PFAS as necessary for the four (4) supply wells.

APPLICANT CONTACT

RLF1 36306662v.3

Exhibit 10.57(a)

7.For purposes of this Application, the contact for the Applicant is:

Tatyana Kaplan, Treasurer

Tidewater Utilities, Inc.

1100 South Little Creek Road

Dover, DE 19901

Telephone: (908) 661-8010

E-Mail: tkaplan@middlesexwater.com

OWNERSHIP OF VOTING STOCK OF APPLICANT

8.One hundred percent of the voting stock of Tidewater is owned by Middlesex Water Company, a New Jersey corporation, which is an investor-owned, regulated water utility traded on NASDAQ.

DETAILED DESCRIPTION OF THE DELAWARE DRINKING WATER STATE REVOLVING FUND ("SRF") PROGRAM DEBT TO BE ISSUED AND PROPOSED USE OF PROCEEDS

9.Upon approval of a qualifying SRF project, the Delaware Department of Health and Social Services issues a binding commitment letter at an approved estimated construction cost. A copy of the Fund Binding Commitment Letter for this project is attached to this Application and marked as Exhibit A.

10.The Supplemental SRF Loan will be for up to $7,290,000.00 and will carry a fixed annual interest rate of 2.0%. The term of the loan is twenty (20) years. Tidewater will be obligated to pay the principal of, and interest on, the loan, as prescribed by the Fund Binding Commitment Letter.

11.The proceeds from the SRF Loan will be used to finance the construction of the water treatment facility at the Bethany Bay community as described in paragraph 6 above.

SELECTION OF TRANSACTION

RLF1 36306662v.3

Exhibit 10.57(a)

12.Part of Tidewater's financing strategy is to obtain long-term debt financing, when necessary, with a minimum final maturity of 20 years at a favorable interest rate.

13.The Fund offers low-interest, attractive long-term debt financing for qualifying projects.

SECURITIES AND EXCHANGE COMMISSION FILINGS

14.Tidewater is not required to submit filings with the Securities and Exchange Commission (the "SEC"). Middlesex Water Company is an SEC registrant and is required to file periodic financial information with the SEC. The latest Form 10-K and Form 10-Q filings of Middlesex Water Company are included under the Exhibit B tab of this Application.

REGISTRATION STATEMENT

15.No Registration Statement or Prospectus will be issued.

OPINION OF COUNSEL

16.Exhibit C contains the proposed Opinion of Counsel. A signed opinion will be provided when available. Exhibit D contains Counsel's comments to Tidewater's Supplemental SRF Loan application.

OTHER DOCUMENTS

17.Exhibit E contains the unanimous consent of the Tidewater Directors authorizing obtaining the Supplemental SRF Loan from the SRF.

EXHIBIT LISTING

A.Binding Commitment Letter.

B.Middlesex Water Company's 2025 Form 10-K and 2026 Second Quarter Form 10-Q.

C.Proposed Opinion of Counsel.

D.Application Review Letter of Counsel.

RLF1 36306662v.3

Exhibit 10.57(a)

E.Tidewater Unanimous Consent of Directors pursuant to Section 141(F) of the Delaware Corporation Law.

F.Schedules:

1.Capitalization Ratios, Actual and Pro Forma, as of June 30, 2026.

2.Rate of Return, Actual, Pro Forma, and Annualized, as of June 30, 2026.

3.Fixed Charge Coverage Ratios for the Twelve Months Ended June 30, 2026.

18.Tidewater respectfully requests that the Commission approve the SRF Loan.

/s/

Sara T. Wagner, Esquire

Richards, Layton & Finger, P.A.

One Rodney Square

920 North King Street

Wilmington, DE 19801

E-mail: Wagner@rlf.com

Telephone: (302) 651-7646

Facsimile: (302) 498-7646

Bar Id. 4770

Counsel for Applicant

RLF1 36306662v.3

Exhibit 10.57(a)

EXHIBIT A

Binding Commitment Letter

EXHIBIT B

Middlesex Water Company's 2025 Form 10-K and 2026 First Quarter Form 10-Q

EXHIBIT C

Proposed Opinion of Counsel

EXHIBIT D

Application Review Letter of Counsel

EXHIBIT E

Tidewater Unanimous Consent of Directors pursuant to Section 141(F) of the Delaware Corporation Law

EXHIBIT F

Schedules

RLF1 36306662v.3

Document

Exhibit 31.1

SECTION 302 CERTIFICATION PURSUANT TO RULES 13a-14

AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Nadine Leslie, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Middlesex Water Company (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Nadine Leslie

Nadine Leslie

President and Chief Executive Officer

Date: October 29, 2026

Document

Exhibit 31.2

SECTION 302 CERTIFICATION PURSUANT TO RULES 13a-14

AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Mohammed G. Zerhouni, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Middlesex Water Company (the “registrant”);

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Mohammed G. Zerhouni

Mohammed G. Zerhouni

Senior Vice President, Chief Financial Officer and Treasurer

Date: October 29, 2026

Document

Exhibit 32.1

SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. §1350

I, Nadine Leslie, hereby certify that, to the best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the period covered by said periodic report.

/s/ Nadine Leslie

Nadine Leslie

President and Chief Executive Officer

Date: October 29, 2026

A signed original of this written statement required by Section 906 has been provided to Middlesex Water Company and will be retained by Middlesex Water Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. §1350

I, Mohammed G. Zerhouni, hereby certify that, to the best of my knowledge, the periodic report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of Middlesex Water Company for the period covered by said periodic report.

/s/ Mohammed G. Zerhouni

Mohammed G. Zerhouni

Senior Vice President, Chief Financial Officer and Treasurer

Date: October 29, 2026