MIDDLESEX WATER CO

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

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-effects of general economic conditions;

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

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

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-changes in the pace of new housing development;

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-changes in the pace of real estate development;

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

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

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

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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.

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Our principal New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. Our other New Jersey subsidiaries, Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands) provide water and wastewater services to approximately 2,500 customers in Southampton Township, New Jersey.

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Our principal New Jersey water utility system (the Middlesex System) provides water services to approximately 61,000 retail customers, primarily in central New Jersey. The Middlesex System also provides water sales under contract to municipalities in central New Jersey with a total population of over 0.2 million. 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.

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Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 64,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, services approximately 3,300 households in Kent and Sussex Counties through various operations and maintenance contracts.

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Our Delaware subsidiaries, Tidewater and Southern Shores Water Company, LLC, provide water services to approximately 65,000 retail customers in New Castle, Kent and Sussex Counties, Delaware. Tidewater’s subsidiary, White Marsh, serves approximately 3,700 households in Kent and Sussex Counties through various operations and maintenance contracts.

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Perfluoroalkyl Substances (PFAS) Multi-District Litigation Settlement -Several of the Company’s utility subsidiaries are parties to a multi-district litigation (MDL) lawsuit against manufacturers of certain PFAS for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS in public water supply systems owned and operated by these utility subsidiaries and throughout their service areas. Settlements with several defendants in the MDL have received final approval by the MDL court. The Company timely submitted to the MDL court its Phase One claim forms under settlement agreements with defendants 3M Company, DuPont de Nemours, Inc., Tyco Fire Products LP and BASF Corporation.

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

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

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Rates and Regulatory Activity – In July 2025, Tidewater received a Delaware Public Service Commission (DEPSC) order approving the settlement agreement in our general base rate application between Tidewater, DEPSC Staff and the Delaware Division of the Public Advocate. In addition, in June 2025, Middlesex and Pinelands filed a Joint Application for general base rate increase. See Note 2, Rate and Regulatory Matters for more details about our rates and regulatory activity in Delaware and New Jersey.

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

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United States Environmental Protection Agency (USEPA) Issues Final PFAS Regulations - In April 2024, the USEPA finalized drinking water regulations for PFAS, establishing maximum contaminant levels (MCLs) for three PFAS compounds (Regulated PFAS) that are lower than the current New Jersey Department of Environmental Protection MCLs adhered to by the Company. Under the new USEPA regulations, effective April 2024, water systems must monitor for Regulated PFAS and have three years to complete initial monitoring (by April 2027), followed by ongoing compliance monitoring. Water systems must also provide the public with information on the levels of Regulated PFAS in their drinking water beginning in 2027. Water systems have five years (by April 2029) to implement solutions that reduce Regulated PFAS if monitoring shows that drinking water levels exceed these MCLs. The USEPA has announced its plans to issue a proposed rule in Fall 2025 extending the compliance date to 2031.

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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 extending the compliance date to 2031.

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In anticipation of these new USEPA standards, in 2023, the Company began, and continues, implementing its strategy to meet these lower MCLs for Regulated PFAS and is finalizing the preliminary engineering studies and has began preliminary design of for PFAS treatment at the Company's largest water treatment facility in New Jersey to ensure that effective PFAS treatment approaches are implemented.

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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.

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Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to maintain and improve service for the current and future generations of water and wastewater customers. The Company plans to invest approximately $93 million in 2025 in connection with this plan for projects that include, but are not limited to:

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Capital Construction Program - The Company’s multi-year capital construction program encompasses numerous projects designed to upgrade and replace utility infrastructure as well as enhance the integrity and reliability of assets to better serve current and future generations of water and wastewater customers. The Company plans to invest approximately $126 million in 2026 in connection with this plan for projects that include, but are not limited to:

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Overall, organic residential customer growth continues in our Tidewater system (approximately 3.5% in 2024). However, current and evolving economic market conditions may challenge that growth.

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Overall, organic residential customer growth continues in our Tidewater system (approximately 3.0% in 2025) through expansion of our franchise area. However, current and evolving market conditions may challenge that growth.

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Tidewater Acquisition of the Water Utility Assets of the Town of Ocean View, Delaware - In April 2025, Tidewater completed the acquisition of the water utility assets of the Town of Ocean View, Delaware (Ocean View) for approximately $4.6 million. Ocean View serves approximately 900 customers in Sussex County, Delaware, who have been receiving water supply from Tidewater since the system was constructed in 2008.

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

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Our ability to increase operating income and net income is based significantly on four factors: weather, adequate and timely rate relief, effective cost management and customer growth. Weather patterns which can result in lower customer demand for water may occur at any time. As operating costs are anticipated to increase in 2025 in a variety of categories, we continue to implement plans to further streamline operations and further reduce and mitigate increases in operating costs. Changes in customer water usage habits, as well as increases in capital expenditures and operating costs, are significant factors in determining the timing and extent of rate increase requests.

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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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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.”

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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.

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For the nine months ended September 30, 2025, cash flows from operating activities increased $6.8 million to $44.1 million. The increase in cash flows from operating activities primarily resulted from the impact of Middlesex’s approved base rate increase effective March 1, 2024, Tidewater's base rate increase effective July 3, 2025, Middlesex's increased DSIC and lower vendor and federal income tax payments.

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For the three months ended March 31, 2026, cash flows from operating activities decreased $2.1 million to $11.7 million. The decrease in cash flows from operating activities primarily resulted from higher vendor payments offset by the impact of Middlesex’s approved base rate increase effective February 23, 2026 and Tidewater's base rate increase effective July 3, 2025.

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

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

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For the nine months ended September 30, 2025, cash flows from financing activities increased $16.8 million to $32.9 million. The increase in cash flows provided by financing activities is due to higher borrowings under the Company’s lines of credit and higher proceeds from the issuance of common stock under Middlesex’s new At -the-Market (ATM) equity offering program (for further information on Middlesex’s At-the-Market equity offering program, see below under Capital Expenditures and Commitments)partially offset by proceeds received from a litigation settlement in 2024.

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For the three months ended March 31, 2026, cash flows from financing activities increased $4.6 million to $8.2 million. The increase in cash flows provided by financing activities is due to higher long-term and short-term debt borrowings and the proceeds from the issuance of common stock under Middlesex’s At-the-Market (ATM) equity offering program (for further information on Middlesex’s ATM equity offering program, see below under Capital Expenditures and Commitments)partially offset by increased redemption of long-term-debt.

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To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and the At-the-Market equity offering program, and when market conditions are favorable, proceeds from sales to the public of our common stock. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.

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To fund our capital program, we use internally generated funds, short-term and long-term debt borrowings, proceeds from sales of common stock under the Middlesex Water Company Investment Plan and the ATM equity offering program, and when market conditions are favorable, proceeds from sales to the public of our common stock. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.

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In September 2025, the NJBPU approved Middlesex's petition to borrow up to $260.0 million during the period January 2026 through December 2028, in one or more negotiated transactions in the form of notes and/or first mortgage bonds through loans from the New Jersey SRF Program, the NJEDA, private placement and other financial institutions as needed in order to fund portions of its capital program and other funding requirements.

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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.

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In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with maturity dates in 2044. This loan is for costs associated with Tidewater’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines throughout Tidewater’s service area. Tidewater has drawn down $1.7 million as of September 30, 2025, and expects that the requisitions will continue through the fourth quarter of 2025.

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In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with maturity dates in 2044. This loan is for costs associated with Tidewater’s obligation, as required by federal law and Delaware regulations, to identify and inventory lead service lines throughout Tidewater’s service area. Tidewater has drawn down $1.8 million as of March 31, 2026 and expects that the requisitions will continue through 2026.

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In May 2024, Tidewater closed on four Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with maturity dates in 2044. These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains and construction of a water treatment facility. Tidewater has drawn down $0.9 million on these loans as of September 30, 2025. Each project has its own construction timetable with the last spending set to occur in 2027.

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In May 2024, Tidewater closed on four Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with maturity dates in 2044. These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains and construction of a water treatment facility. In December 2025, Tidewater closed on an additional $1.0 million, 2.0% SRF loan with a maturity date of 2045 related to these projects. Tidewater has drawn down $2.1 million on these loans as of March 31, 2026. Each project has its own construction timetable with the last spending set to occur in 2027.

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As approved by the NJBPU, the Company is authorized to issue and sell up to 1.0 million shares of its common stock in one or more transactions through December 31, 2025. In September 2025, the NJBPU approved Middlesex's petition to issue and sell up to 2.5 million shares of its common stock during the period January 2026 through December 2028, in one or more offerings through a traditional underwritten public offering and/or an ATM offering.

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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.

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On May 12, 2025, Middlesex entered into an ATM Equity Offering Sales Agreement (Equity Sales Agreement) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott LLC, pursuant to which Middlesex may offer and sell shares of its common stock, no par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $110.0 million. The Company intends to use the net proceeds from these sales, after deducting commissions and offering expenses, to fund our capital expenditures, to purchase and maintain plant equipment, as well as for other general corporate purposes. For the three and nine months ended September 30, 2025, Middlesex issued and sold a total of 317 thousand and 381 thousand shares of common stock, respectively, at a weighted average price of $53.47 and $54.10 per share, respectively, and received $16.7 million and $20.3 million in net proceeds, respectively, under the Equity Sales Agreement. As of September 30, 2025, the Company has $89.4 million of aggregate gross sales remaining to issue and sell under the Equity Sales Agreement.

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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. 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 months ended March 31, 2026, Middlesex issued and sold a total of 49,305 shares of common stock, at a weighted average price of $54.82 per share, and received $2.7 million in net proceeds, under the Equity Sales Agreement. As of March 31, 2026, the Company has $77.3 million of aggregate gross sales remaining under the Equity Sales Agreement.