UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2024

OR

☐ | 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 1 South, Suite 400, Iselin New Jersey 08830

(Address o f 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: | Name of each exchange on which registered:
Common Stock, No Par Value | MSEX | The NASDAQ Stock Market, LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

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 and posted on their corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such 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”, “smaller reporting company” and “emerging growth company” in Rule 12(b)-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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2024 was $906,502,416 based on the closing market price of $52.26 per share on the NASDAQ Global Select Market.

The number of shares outstanding for each of the registrant's classes of common stock, as of February 26, 2025:

Common Stock, No par Value 17,887,454 shares outstanding

Documents Incorporated by Reference

Proxy Statement to be filed in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 20, 2025, which will be filed with the Securities and Exchange Commission within 120 days of the end of our 2024 fiscal year, is incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.

MIDDLESEX WATER COMPANY

FORM 10-K

INDEX

|  | PAGE
PART II |  | 1
Item 8. | Financial Statements and Supplementary Data | 1
PART IV |  | 32
Item 15. | Exhibits and Financial Statement Schedules | 32
Signatures |
Exhibit Index |

Explanatory Note

Middlesex Water Company (the Company) is filing this Amendment No. 1 to the Annual Report on Form 10-K (this Form 10-K/A) for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the SEC) on February 28, 2025 (the 2024 Form 10-K) to make certain non-substantive changes described below.

Subsequent to the filing of the Company’s 2024 Form 10-K with the SEC, the Company identified a clerical error omitting the conformed electronic signature of Baker Tilly US, LLP (Baker Tilly) (PCAOB ID 23) in the Report of the Independent Registered Public Accounting Firm (the Report). Notwithstanding the inadvertent omission of the conformed electronic signature, the original Report was dated and signed by Baker Tilly, and received by the Company on February 28, 2025, prior to the filing of the Company’s 2024 Form 10-K with the SEC.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A is being filed to (i) replace the Report with the audit report included in Part II, Item 8 to include Baker Tilly’s conformed electronic signature and (ii) amend Part IV - Item 15 Exhibits and Financial Statement Schedules to replace Baker Tilly’s consent of independent registered public accounting firm dated February 28, 2025 with an updated consent of independent registered public accounting firm and include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

Please note that the only changes to the 2024 Form 10-K are those non-substantive changes described herein and only in the Items listed above. Except as described above, no changes have been made to the 2024 Form 10-K, and this Form 10-K/A does not modify, amend or update any of the other financial information or other information contained in the 2024 Form 10-K. In addition, in accordance with SEC rules, this Form 10-K/A includes an updated auditor consent as Exhibit 23.1 and updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31, 31.1, 32 and 32.1. Except for the foregoing changes, the information in this Form 10-K/A is as of February 28, 2025, the filing date of the original Form 10-K for the year ended December 31, 2024, and has not been updated for the events subsequent to that date other than as discussed above.

| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Middlesex Water Company:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets and consolidated statements of capital stock and long-term debt of Middlesex Water Company (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, common stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

1

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Baker Tilly US, LLP

Baker Tilly US, LLP

We have served as the Company's auditor since 2006.

Philadelphia, Pennsylvania

February 28, 2025

2

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

|  | Years Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Operating Revenues |  | $ | 191,877 |  |  | $ | 166,274 |  |  | $ | 162,434 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Operations and Maintenance |  |  | 92,363 |  |  |  | 83,113 |  |  |  | 79,096 |
Depreciation |  |  | 24,430 |  |  |  | 25,194 |  |  |  | 23,029 |
Other Taxes |  |  | 21,874 |  |  |  | 18,744 |  |  |  | 18,208 |
Total Operating Expenses |  |  | 138,667 |  |  |  | 127,051 |  |  |  | 120,333 |
Gain on Sale of Subsidiary |  |  | — |  |  |  | — |  |  |  | 5,232 |
Operating Income |  |  | 53,210 |  |  |  | 39,223 |  |  |  | 47,333 |
Other Income: |  |  |  |  |  |  |  |  |  |  |  |
Allowance for Funds Used During Construction |  |  | 1,254 |  |  |  | 2,433 |  |  |  | 2,314 |
Other Income, net |  |  | 10,815 |  |  |  | 4,052 |  |  |  | 5,389 |
Total Other Income, net |  |  | 12,069 |  |  |  | 6,485 |  |  |  | 7,703 |
Interest Charges |  |  | 14,023 |  |  |  | 13,143 |  |  |  | 9,367 |
Income before Income Taxes |  |  | 51,256 |  |  |  | 32,565 |  |  |  | 45,669 |
Income Taxes |  |  | 6,905 |  |  |  | 1,041 |  |  |  | 3,240 |
Net Income |  |  | 44,351 |  |  |  | 31,524 |  |  |  | 42,429 |
Preferred Stock Dividend Requirements |  |  | 112 |  |  |  | 120 |  |  |  | 120 |
Earnings Applicable to Common Stock |  | $ | 44,239 |  |  | $ | 31,404 |  |  | $ | 42,309 |
Earnings per share of Common Stock: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 2.48 |  |  | $ | 1.77 |  |  | $ | 2.40 |
Diluted |  | $ | 2.47 |  |  | $ | 1.76 |  |  | $ | 2.39 |
Average Number of |  |  |  |  |  |  |  |  |  |  |  |
Common Shares Outstanding : |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 17,842 |  |  |  | 17,732 |  |  |  | 17,597 |
Diluted |  |  | 17,946 |  |  |  | 17,847 |  |  |  | 17,712 |

See Notes to Consolidated Financial Statements.

3

MIDDLESEX WATER COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands)

|  |  |  | December 31, |  |  | December 31, |
ASSETS |  |  |  | 2024 |  |  | 2023 |
UTILITY PLANT: |  | Water Production |  | $ | 314,924 |  |  | $ | 303,791 |
|  | Transmission and Distribution |  |  | 855,497 |  |  |  | 809,862 |
|  | General |  |  | 105,167 |  |  |  | 100,593 |
|  | Construction Work in Progress |  |  | 34,209 |  |  |  | 19,636 |
|  | TOTAL |  |  | 1,309,797 |  |  |  | 1,233,882 |
|  | Less Accumulated Depreciation |  |  | 254,425 |  |  |  | 235,540 |
|  | UTILITY PLANT - NET |  |  | 1,055,372 |  |  |  | 998,342 |
CURRENT ASSETS: |  | Cash and Cash Equivalents |  |  | 4,226 |  |  |  | 2,390 |
|  | Accounts Receivable, net of allowance for credit losses of $2,695 and $2,137, respectively in 2024 and 2023 |  |  | 18,842 |  |  |  | 18,172 |
|  | Litigation Settlement Receivable |  |  | — |  |  |  | 69,872 |
|  | Unbilled Revenues |  |  | 10,764 |  |  |  | 9,297 |
|  | Materials and Supplies (at average cost) |  |  | 6,719 |  |  |  | 6,972 |
|  | Prepayments |  |  | 2,422 |  |  |  | 1,833 |
|  | TOTAL CURRENT ASSETS |  |  | 42,973 |  |  |  | 108,536 |
OTHER ASSETS: |  | Operating Lease Right of Use Asset |  |  | 2,567 |  |  |  | 3,185 |
|  | Regulatory Assets |  |  | 101,783 |  |  |  | 90,694 |
|  | Non-utility Assets - Net |  |  | 11,760 |  |  |  | 11,522 |
|  | Employee Benefit Plans |  |  | 36,856 |  |  |  | 21,779 |
|  | Other |  |  | 3,863 |  |  |  | 1,994 |
|  | TOTAL OTHER ASSETS |  |  | 156,829 |  |  |  | 129,174 |
|  | TOTAL ASSETS |  | $ | 1,255,174 |  |  | $ | 1,236,052 |
CAPITALIZATION AND LIABILITIES |  |  |  |  |  |  |  |
CAPITALIZATION: |  | Common Stock, No Par Value |  | $ | 248,202 |  |  | $ | 246,764 |
|  | Retained Earnings |  |  | 197,061 |  |  |  | 176,227 |
|  | TOTAL COMMON STOCKHOLDERS’ EQUITY |  |  | 445,263 |  |  |  | 422,991 |
|  | Preferred Stock |  |  | 1,635 |  |  |  | 2,084 |
|  | Long-term Debt |  |  | 352,822 |  |  |  | 358,153 |
|  | TOTAL CAPITALIZATION |  |  | 799,720 |  |  |  | 783,228 |
CURRENT |  | Current Portion of Long-term Debt |  |  | 7,711 |  |  |  | 7,740 |
LIABILITIES: |  | Notes Payable |  |  | 23,000 |  |  |  | 42,750 |
|  | Accounts Payable |  |  | 28,050 |  |  |  | 27,618 |
|  | Litigation Settlement Payable |  |  | — |  |  |  | 6,237 |
|  | Accrued Taxes |  |  | 11,976 |  |  |  | 10,535 |
|  | Accrued Interest |  |  | 2,916 |  |  |  | 3,138 |
|  | Unearned Revenues and Advanced Service Fees |  |  | 1,476 |  |  |  | 1,390 |
|  | Other |  |  | 7,759 |  |  |  | 4,421 |
|  | TOTAL CURRENT LIABILITIES |  |  | 82,888 |  |  |  | 103,829 |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 4) |  |  |  |  |  |  |  |
OTHER LIABILITIES: |  | Advances for Construction |  |  | 22,629 |  |  |  | 21,313 |
|  | Lease Obligations |  |  | 2,432 |  |  |  | 3,063 |
|  | Accumulated Deferred Income Taxes |  |  | 101,235 |  |  |  | 88,736 |
|  | Regulatory Liabilities |  |  | 64,557 |  |  |  | 113,021 |
|  | Other |  |  | 344 |  |  |  | 592 |
|  | TOTAL OTHER LIABILITIES |  |  | 191,197 |  |  |  | 226,725 |
CONTRIBUTIONS IN AID OF CONSTRUCTION |  |  | 181,369 |  |  |  | 122,270 |
|  | TOTAL CAPITALIZATION AND LIABILITIES |  | $ | 1,255,174 |  |  | $ | 1,236,052 |

See Notes to Consolidated Financial Statements.

4

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

|  | Years Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |
Net Income |  | $ | 44,351 |  |  | $ | 31,524 |  |  | $ | 42,429 |
Adjustments to Reconcile Net Income to |  |  |  |  |  |  |  |  |  |  |  |
Net Cash Provided by Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and Amortization |  |  | 28,038 |  |  |  | 29,442 |  |  |  | 27,475 |
Provision for Deferred Income Taxes and Investment Tax Credits |  |  | (1,605 | ) |  |  | (5,599 | ) |  |  | (5,334 | )
Equity Portion of Allowance for Funds Used During Construction (AFUDC) |  |  | (743 | ) |  |  | (1,458 | ) |  |  | (1,387 | )
Cash Surrender Value of Life Insurance |  |  | (308 | ) |  |  | (300 | ) |  |  | 401 |
Stock Compensation Expense |  |  | 1,537 |  |  |  | 2,214 |  |  |  | 1,630 |
Gain on Sale of Subsidiary |  |  | — |  |  |  | — |  |  |  | (5,232 | )
Changes in Assets and Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accounts Receivable |  |  | (670 | ) |  |  | (2,154 | ) |  |  | (707 | )
Unbilled Revenues |  |  | (1,467 | ) |  |  | (638 | ) |  |  | (1,386 | )
Materials and Supplies |  |  | 253 |  |  |  | (795 | ) |  |  | (819 | )
Prepayments |  |  | (589 | ) |  |  | 791 |  |  |  | 256 |
Accounts Payable |  |  | 2,574 |  |  |  | 2,771 |  |  |  | 3,722 |
Accrued Taxes |  |  | 1,441 |  |  |  | (1,627 | ) |  |  | 3,541 |
Accrued Interest |  |  | (222 | ) |  |  | 603 |  |  |  | 549 |
Employee Benefit Plans |  |  | (3,696 | ) |  |  | (1,340 | ) |  |  | (4,266 | )
Unearned Revenue and Advanced Service Fees |  |  | 86 |  |  |  | 25 |  |  |  | 35 |
Recovered Costs Litigation Settlement |  |  | (9,031 | ) |  |  | — |  |  |  | — |
Other Assets and Liabilities |  |  | (1,219 | ) |  |  | (677 | ) |  |  | 454 |
NET CASH PROVIDED BY OPERATING ACTIVITIES |  |  | 58,730 |  |  |  | 52,782 |  |  |  | 61,361 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |
Utility Plant Expenditures, Including AFUDC-Debt of $511 in 2024, $975 in 2023 and $927 in 2022 |  |  | (74,622 | ) |  |  | (90,179 | ) |  |  | (91,335 | )
Proceeds from Sale of Subsidiary |  |  | — |  |  |  | — |  |  |  | 3,122 |
NET CASH USED IN INVESTING ACTIVITIES |  |  | (74,622 | ) |  |  | (90,179 | ) |  |  | (88,213 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |  |  |  |  |
Redemption of Long-term Debt |  |  | (7,646 | ) |  |  | (17,463 | ) |  |  | (7,423 | )
Proceeds from Issuance of Long-term Debt |  |  | 2,296 |  |  |  | 75,812 |  |  |  | 2,662 |
Net Short-term Bank Borrowings |  |  | (19,750 | ) |  |  | (12,750 | ) |  |  | 42,500 |
Proceeds from Litigation Settlement, net |  |  | 63,635 |  |  |  | — |  |  |  | — |
Deferred Debt Issuance Expense |  |  | (54 | ) |  |  | (131 | ) |  |  | (624 | )
Common Stock Issuance Expense |  |  | — |  |  |  | (10 | ) |  |  | (32 | )
Payment of Grantee Withholding Taxes in Exchange for Restricted Stock |  |  | (1,468 | ) |  |  | (619 | ) |  |  | — |
Proceeds from Issuance of Common Stock |  |  | 974 |  |  |  | 12,115 |  |  |  | 10,335 |
Payment of Common Dividends |  |  | (23,408 | ) |  |  | (22,441 | ) |  |  | (20,810 | )
Payment of Preferred Dividends |  |  | (109 | ) |  |  | (120 | ) |  |  | (120 | )
Construction Advances and Contributions-Net |  |  | 3,258 |  |  |  | 1,566 |  |  |  | 659 |
NET CASH PROVIDED BY FINANCING ACTIVITIES |  |  | 17,728 |  |  |  | 35,959 |  |  |  | 27,147 |
NET CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH |  |  | 1,836 |  |  |  | (1,438 | ) |  |  | 295 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD |  |  | 2,390 |  |  |  | 3,828 |  |  |  | 3,533 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD |  | $ | 4,226 |  |  | $ | 2,390 |  |  | $ | 3,828 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY: |  |  |  |  |  |  |  |  |  |  |  |
Utility Plant received as Construction Advances and Contributions |  | $ | 8,968 |  |  | $ | 7,259 |  |  | $ | 6,252 |
Accrued Payables for Utility Plant |  | $ | 8,109 |  |  | $ | 10,251 |  |  | $ | 7,066 |
Non-Cash Consideration for Sale of Subsidiary |  | $ | — |  |  | $ | — |  |  | $ | 2,100 |
Litigation Settlement Receivable |  | $ | (6,237 | ) |  | $ | 69,872 |  |  | $ | — |
Litigation Settlement Payable |  | $ | (6,237 | ) |  | $ | 6,237 |  |  | $ | — |
Conversion of Preferred Stock Into Common Stock |  | $ | 449 |  |  | $ | — |  |  | $ | — |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: |  |  |  |  |  |  |  |  |  |  |  |
Cash Paid During the Year for: |  |  |  |  |  |  |  |  |  |  |  |
Interest |  | $ | 14,485 |  |  | $ | 12,762 |  |  | $ | 9,251 |
Interest Capitalized |  | $ | 511 |  |  | $ | 975 |  |  | $ | 927 |
Income Taxes |  | $ | 3,169 |  |  | $ | 2,962 |  |  | $ | 3,230 |

See Notes to Consolidated Financial Statements.

5

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF CAPITAL STOCK AND LONG-TERM DEBT

(In thousands)

|  | December 31, |  |  | December 31, |
|  | 2024 |  |  | 2023 |
Common Stock, No Par Value |  |  |  |  |  |  |  |
Shares Authorized - 40,000 |  |  |  |  |  |  |  |
Shares Outstanding - 2024 - 17,887; 2023 - 17,821 |  | $ | 248,202 |  |  | $ | 246,764 |
Retained Earnings |  |  | 197,061 |  |  |  | 176,227 |
TOTAL COMMON STOCKHOLDERS’ EQUITY |  | $ | 445,263 |  |  | $ | 422,991 |
Cumulative Preferred Stock, No Par Value: |  |  |  |  |  |  |  |
Shares Authorized - 120 |  |  |  |  |  |  |  |
Shares Outstanding - 2024 - 16; 2023 - 20 |  |  |  |  |  |  |  |
Convertible: |  |  |  |  |  |  |  |
Shares Outstanding, $7.00 Series - 2024 - 5; 2023 - 10 |  | $ | 556 |  |  | $ | 1,005 |
Nonredeemable: |  |  |  |  |  |  |  |
Shares Outstanding, $7.00 Series - 1 |  |  | 79 |  |  |  | 79 |
Shares Outstanding, $4.75 Series - 10 |  |  | 1,000 |  |  |  | 1,000 |
TOTAL PREFERRED STOCK |  | $ | 1,635 |  |  | $ | 2,084 |
Long-term Debt: |  |  |  |  |  |  |  |
First Mortgage Bonds, 0.00%-5.50%, due 2026-2059 |  | $ | 274,602 |  |  | $ | 278,374 |
Amortizing Secured Notes, 3.94%-7.05%, due 2028-2046 |  |  | 66,889 |  |  |  | 69,724 |
State Revolving Trust Notes, 0.00%-4.03%, due 2025-2047 |  |  | 17,895 |  |  |  | 16,638 |
SUBTOTAL LONG-TERM DEBT |  |  | 359,386 |  |  |  | 364,736 |
Add: Premium on Issuance of Long-term Debt |  |  | 6,339 |  |  |  | 6,529 |
Less: Unamortized Debt Expense |  |  | (5,192 | ) |  |  | (5,372 | )
Less: Current Portion of Long-term Debt |  |  | (7,711 | ) |  |  | (7,740 | )
TOTAL LONG-TERM DEBT |  | $ | 352,822 |  |  | $ | 358,153 |

See Notes to Consolidated Financial Statements.

6

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY

(In thousands)

|  | Common |  |  | Common |  |  |  |  |  |  |
|  | Stock |  |  | Stock |  |  | Retained |  |  |  |
|  | Shares |  |  | Amount |  |  | Earnings |  |  | Total |
Balance at January 1, 2022 |  |  | 17,522 |  |  | $ | 221,919 |  |  | $ | 145,807 |  |  | $ | 367,726 |
Net Income |  |  | — |  |  | $ | — |  |  | $ | 42,429 |  |  | $ | 42,429 |
Dividend Reinvestment & Common Stock Purchase Plan |  |  | 114 |  |  |  | 10,335 |  |  |  | — |  |  |  | 10,335 |
Restricted Stock Award - Net - Employees |  |  | 3 |  |  |  | 520 |  |  |  | — |  |  |  | 520 |
Stock Award - Board Of Directors |  |  | 3 |  |  |  | 280 |  |  |  | — |  |  |  | 280 |
Cash Dividends on Common Stock ($1.1825 per share) |  |  | — |  |  |  | — |  |  |  | (20,810 | ) |  |  | (20,810 | )
Cash Dividends on Preferred Stock |  |  | — |  |  |  | — |  |  |  | (120 | ) |  |  | (120 | )
Common Stock Issuance Expenses |  |  | — |  |  |  | — |  |  |  | (32 | ) |  |  | (32 | )
Balance at December 31, 2022 |  |  | 17,642 |  |  | $ | 233,054 |  |  | $ | 167,274 |  |  | $ | 400,328 |
Net Income |  |  | — |  |  | $ | — |  |  | $ | 31,524 |  |  | $ | 31,524 |
Dividend Reinvestment & Common Stock Purchase Plan |  |  | 167 |  |  |  | 12,115 |  |  |  | — |  |  |  | 12,115 |
Restricted Stock Award - Net - Employees |  |  | 7 |  |  |  | 1,235 |  |  |  | — |  |  |  | 1,235 |
Stock Award - Board Of Directors |  |  | 5 |  |  |  | 360 |  |  |  | — |  |  |  | 360 |
Cash Dividends on Common Stock ($1.2625 per share) |  |  | — |  |  |  | — |  |  |  | (22,441 | ) |  |  | (22,441 | )
Cash Dividends on Preferred Stock |  |  | — |  |  |  | — |  |  |  | (120 | ) |  |  | (120 | )
Common Stock Issuance Expenses |  |  | — |  |  |  | — |  |  |  | (10 | ) |  |  | (10 | )
Balance at December 31, 2023 |  |  | 17,821 |  |  | $ | 246,764 |  |  | $ | 176,227 |  |  | $ | 422,991 |
Net Income |  |  | — |  |  | $ | — |  |  | $ | 44,351 |  |  | $ | 44,351 |
Dividend Reinvestment & Common Stock Purchase Plan |  |  | 17 |  |  |  | 974 |  |  |  | — |  |  |  | 974 |
Restricted Stock Award - Net - Employees |  |  | (10 | ) |  |  | (383 | ) |  |  | — |  |  |  | (383 | )
Stock Award - Board Of Directors |  |  | 8 |  |  |  | 398 |  |  |  | — |  |  |  | 398 |
Cash Dividends on Common Stock ($1.3150 per share) |  |  | — |  |  |  | — |  |  |  | (23,408 | ) |  |  | (23,408 | )
Cash Dividends on Preferred Stock |  |  | — |  |  |  | — |  |  |  | (109 | ) |  |  | (109 | )
Conversion of $7 Preferred Stock to Common Stock |  |  | 51 |  |  |  | 449 |  |  |  | — |  |  |  | 449 |
Balance at December 31, 2024 |  |  | 17,887 |  |  | $ | 248,202 |  |  | $ | 197,061 |  |  | $ | 445,263 |

See Notes to Consolidated Financial Statements.

7

MIDDLESEX WATER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization, Summary of Significant Accounting Policies and Recent Developments

(a) Organization - Middlesex Water Company (Middlesex or the Company) is the parent company and sole shareholder of Tidewater Utilities, Inc. (Tidewater), Pinelands Water Company (Pinelands Water) and Pinelands Wastewater Company (Pinelands Wastewater) (collectively, Pinelands), Utility Service Affiliates, Inc. (USA), Utility Service Affiliates (Perth Amboy) Inc. (USA-PA) and Twin Lakes Utilities, Inc. (Twin Lakes). Southern Shores Water Company, LLC (Southern Shores) and White Marsh Environmental Systems, Inc. (White Marsh) are wholly-owned subsidiaries of Tidewater. The terms “we,” “our,” and “us” collectively refer to Middlesex and its subsidiaries,

Middlesex has operated as a water utility in New Jersey since 1897 and in Delaware, through our wholly-owned subsidiary, 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 also operate New Jersey municipal water, wastewater and storm water systems under contract and provide unregulated water and wastewater services in New Jersey and Delaware through our subsidiaries. Our rates charged to customers for water and wastewater services, the quality of services we provide and certain other matters are regulated in New Jersey and Delaware by the New Jersey Board of Public Utilities (NJBPU) and the Delaware Public Service Commission (DEPSC), respectively. Our USA, USA-PA and White Marsh subsidiaries are not regulated utilities.

(b) Principles of Consolidation – The financial statements for Middlesex and its wholly-owned subsidiaries (the Company) are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated. Other financial investments in which the Company holds a 50% or less voting interest and cannot exercise control over the operation and policies of the investments are accounted for under the equity method of accounting. Under the equity method of accounting, the Company records its investment interests in Non-Utility Assets and its percentage share of the earnings or losses of the investees in Other Income.

(c) System of Accounts – The Company’s regulated utilities maintain their accounts in accordance with the Uniform System of Accounts prescribed by the NJBPU and DEPSC.

(d) Regulatory Accounting - We maintain our books and records in accordance with accounting principles generally accepted in the United States of America (GAAP). Middlesex and certain of its subsidiaries, which account for 93% of Operating Revenues and 99% of Total Assets, are subject to regulation in the state in which they operate. Those companies are required to maintain their accounts in accordance with regulatory authorities’ rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance provided in Accounting Standards Codification (ASC) 980, Regulated Operations.

In accordance with ASC 980, Regulated Operations, costs and obligations are deferred if it is probable that these items will be recognized for rate-making purposes in future rates. Accordingly, we have recorded costs and obligations, which will be amortized over various future periods. Any change in the assessment of the probability of rate-making treatment will require us to change the accounting treatment of the deferred item. We have no reason to believe any of the deferred items that are recorded will be treated differently by the regulators in the future. For additional information, see Note 2 – Rate and Regulatory Matters.

(e) Retirement Benefit Plans - We maintain a noncontributory defined benefit pension plan (Pension Plan), which covers all active employees who were hired prior to April 1, 2007, as well as a defined contribution plan in which all employees are eligible to participate. In addition, the Company maintains an unfunded supplemental plan for certain of its executive officers. The Company has a retirement benefit plan other than pensions (Other Benefits Plan) for substantially all of its retired employees. Employees hired after March 31, 2007 are not eligible to participate in this plan. Coverage includes healthcare and life insurance.

8

The Company’s costs for providing retirement benefits are dependent upon numerous factors, including actual plan experience and assumptions of future experience. Retirement benefit plan obligations and expense are determined based on investment performance, discount rates and various other demographic factors related to the population participating in the Company’s retirement benefit plans, all of which can change significantly in future years. For more information on the Company’s Retirement Benefit Plans, see Note 7 – Employee Benefit Plans.

(f) Utility Plant – Utility Plant is stated at original cost as defined for regulatory purposes. Property accounts are charged with the cost of betterments and major replacements of property. Cost includes direct material, labor and indirect charges for pension benefits and payroll taxes. The cost of labor, materials, supervision and other expenses incurred in making repairs and maintenance of the properties is charged to the appropriate expense accounts. At December 31, 2024, there was no event or change in circumstance that would indicate that the carrying amount of any long-lived asset was not recoverable.

(g) Depreciation – Depreciation is computed by each regulated member of the Company utilizing a rate approved by the applicable regulatory authority. The accumulated provision for depreciation is charged with the cost of property retired, less salvage. The following table sets forth the range of depreciation rates for the major utility plant categories used to calculate depreciation for the years ended December 31, 2024, 2023, and 2022. These rates have been approved by the NJBPU or DEPSC:

Source of Supply | 1.15% - 3.44% | Transmission and Distribution (T&D):
Pumping | 2.00% - 5.39% | T&D – Mains | 1.10% - 3.13%
Water Treatment | 1.65% - 7.09% | T&D – Services | 2.12% - 3.16%
General Plant | 2.08% - 17.84% | T&D – Other | 1.61% - 4.63%
Wastewater Collection | 1.42% - 1.81% |  |

Non-regulated fixed assets consist primarily of office buildings, furniture and fixtures, and transportation equipment. These assets are recorded at original cost and depreciation is calculated based on the estimated useful lives, ranging from 3 to 42 years.

(i) Advances for Construction– Cash advances are provided to the Company by customers, real estate developers and builders in order to extend utility service to their properties. These transactions are recorded as Advances for Construction. Contractual Refunds of Advances for Construction in the form of cash are made by the Company and are based on either additional operating revenues generated from new customers or, as new customers are connected to the respective system. After all refunds are made and/or contract terms have expired, any remaining balance is transferred to Contributions in Aid of Construction (CIAC).

CIAC – CIAC include direct non-refundable contributions of utility plant and/or cash and the portion of Advances for Construction that becomes non-refundable.

In accordance with regulatory requirements, Advances for Construction and CIAC are not depreciated. In addition, these amounts reduce the investment base for purposes of setting rates.

(j) Allowance for Funds Used During Construction (AFUDC) - Middlesex and its regulated subsidiaries capitalize AFUDC, which represents the cost of financing projects during construction. AFUDC is added to the construction costs of individual projects exceeding specific cost and construction period thresholds established for each company and then depreciated with the utility plant direct costs over the underlying assets’ estimated useful life. AFUDC is calculated using each company’s weighted cost of debt and equity as approved in their most recent respective regulatory rate order. The AFUDC rates for the years ended December 31, 2024, 2023 and 2022 for Middlesex and Tidewater are as follows:

|  | 2024 |  |  | 2023 |  |  | 2022 |
Middlesex |  |  | 6.64% |  |  |  | 6.35% |  |  |  | 6.35% |
Tidewater |  |  | 7.92% |  |  |  | 7.92% |  |  |  | 7.92% |

9

(k) Accounts Receivable – We record bad debt expense based on a variety of factors such as our customers’ payment history, current economic conditions and trending reasonable and supportable forecasts on expected collectability of accounts receivable. The allowance for credit losses was $2.7 million and $2.1 million as of December 31, 2024 and 2023, respectively. For the years ended December 31, 2024, 2023 and 2022, bad debt expense was $1.6 million, $1.0 million and $0.5 million, respectively. For the years ended December 31, 2024, 2023 and 2022, write-offs were $1.0 million, $1.2 million and $0.7 million, respectively.

(l) Revenues - 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 utility services to residential, industrial, commercial, fire-protection and wholesale customers. Residential customers are billed quarterly while most industrial, commercial, fire-protection and wholesale customers are billed monthly. Payments by customers are due between 15 to 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 customary 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.

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

|  | (In Thousands)
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2022
Regulated Tariff Sales |  |  |  |  |  |  |  |  |  |  |  |
Residential |  | $ | 97,802 |  |  | $ | 86,581 |  |  | $ | 84,950 |
Commercial |  |  | 31,833 |  |  |  | 23,945 |  |  |  | 22,689 |
Industrial |  |  | 13,842 |  |  |  | 11,586 |  |  |  | 11,152 |
Fire Protection |  |  | 14,188 |  |  |  | 12,582 |  |  |  | 12,726 |
Wholesale |  |  | 21,003 |  |  |  | 19,117 |  |  |  | 18,769 |
Non-Regulated Contract Operations |  |  | 13,085 |  |  |  | 12,320 |  |  |  | 12,006 |
Total Revenue from Contracts with Customers |  | $ | 191,753 |  |  | $ | 166,131 |  |  | $ | 162,292 |
Other Regulated Revenues |  |  | 691 |  |  |  | 806 |  |  |  | 831 |
Other Non-Regulated Revenues |  |  | 467 |  |  |  | 453 |  |  |  | 440 |
Inter-segment Elimination |  |  | (1,034 | ) |  |  | (1,116 | ) |  |  | (1,129 | )
Total Revenue |  | $ | 191,877 |  |  | $ | 166,274 |  |  | $ | 162,434 |

10

(m) Unamortized Debt Expense and Premiums on Long-Term Debt - Unamortized Debt Expense and Premiums on Long-Term Debt, included on the consolidated balance sheet in long-term debt, are amortized over the lives of the related debt.

(n) Income Taxes - Middlesex files a consolidated federal income tax return for the Company and income taxes are allocated based on the separate return method. Certain income and expense items are accounted for in different time periods for financial reporting than for income tax reporting purposes. Deferred income taxes are provided on differences between the tax basis of assets and liabilities and the amounts at which they are carried in the consolidated financial statements. Investment tax credits have been deferred and are amortized over the estimated useful life of the related property. In the event there are interest and penalties associated with income tax adjustments from income tax authority examinations, these amounts will be reported under interest charges and other expense, respectively. For more information on income taxes, see Note 3 – Income Taxes.

(o) Cash and Cash Equivalents - For purposes of reporting cash flows, the Company considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents represent bank balances and money market funds with investments maturing in less than 90 days.

(p) Use of Estimates - Conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates.

(q) Recent Accounting Pronouncements - The recently issued accounting standards and their impact on the Company as of December 31, 2024 are as follows:

Standard |  | Description |  | Date of Adoption |  | Application |  | Effect on the Consolidated Financial Statements
Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures” |  | The ASU requires disclosure of significant segment expenses, extends certain annual disclosures to interim periods, and additional qualitative disclosures regarding the chief operating decision maker. |  | The ASU is effective for the Company beginning with its annual financial statements for the year ended December 31, 2024. |  | Retrospective |  | The Company adopted ASU 2023-07, including a recast of 2023 and 2022 information, by including additional required disclosures within the Notes to the Consolidated Financial Statements -see Note 8- Reportable Segments.
ASU 2023-09 “Improvements to Income Tax Disclosures” |  | The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid. Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months. |  | The ASU is effective for the Company beginning with its annual financial statements for the year ending December 31, 2025. Early adoption is permitted. |  | Prospective, with retrospective application also permitted. |  | The Company is currently evaluating the requirements of ASU 2023-09.
ASU 2024-03 “Disaggregation of Income Statement Expenses” |  | The ASU enhances disclosures related to income statement expenses to further disaggregate expenses in the footnotes to the financial statements. The standard requires disaggregation of any relevant expense caption presented on the face of the income statement that contains the following expense categories: 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 ended December 31, 2027. |  | Prospective, with retrospective application also permitted. |  | The Company is currently evaluating the requirements of ASU 2024-03.

(r) Reclassifications – Certain reclassifications have been made to prior periods in the Consolidated Financial Statements and Notes to conform to the current presentation.

11

Note 2 - Rate and Regulatory Matters

Rate Matters

Middlesex – The approval by the NJBPU in February 2024 of the negotiated settlement of the Middlesex 2023 base rate case is expected to increase annual operating revenues by $15.4 million, effective March 1, 2024. The approved tariff rates were designed to recover increased operating costs as well as a return on invested capital of $563.1 million, based on an authorized return on common equity of 9.6%. Middlesex has made capital infrastructure investments to ensure prudent upgrade and replacement of its utility assets to support continued regulatory compliance, resilience and overall quality of service. In August 2023, Middlesex and 3M Company (3M) executed a settlement agreement (Settlement Agreement) to resolve a lawsuit Middlesex previously initiated claiming 3M introduced Perfluoroalkyl Substances (PFAS) into the Company’s water supply for its Park Avenue Wellfield Treatment Plant (Park Avenue Plant). The rate case settlement provided that the net proceeds from the 3M Settlement Agreement were to be used to mitigate the increase in customer rates and reimburse Middlesex for previously incurred costs for the construction of the Park Avenue Plant PFAS treatment upgrades, including depreciation and carrying costs. This resulted in the reclassification of $48.3 million from Regulatory Liabilities to Contributions in Aid of Construction from the December 31, 2023 balance sheet. In 2024, the Company also recognized the recovery of $0.9 million for depreciation and $4.1 million for carrying costs associated with the Park Avenue Plant PFAS treatment upgrades, as well as the recovery of $2.6 million of previously incurred operating treatment costs while the Park Avenue Plant PFAS treatment upgrades were in process.

The Middlesex Lead Service Line Replacement (LSLR) Plan, which was approved by the NJBPU in January 2024, has commenced and Middlesex is currently recovering $1.2 million of costs for replacing customer-owned lead service lines incurred through June 2024, which are being recovered between September 2024 and February 2025. Costs of $0.6 million for replacing customer-owned lead service lines incurred between July 2024 through December 2024 will be recovered beginning in March 2025 through August 2025. The LSLR surcharge is required to be reset every six months over the life of the LSLR Plan. Cost recovery for replacing Company-owned lead service lines are recoverable through traditional rate making in connection with general rate case filings.

In October 2023, the NJBPU approved Middlesex’s petition for a Distribution System Improvement Charge (DSIC) Foundation Filing, which is a prerequisite to implementing a DSIC rate that allows water utilities to recover investments in, and generate a return on, qualifying capital improvements to their water distribution system made between base rate proceedings. Middlesex is authorized to recover DSIC revenues up to five percent (5%) of total revenues established in Middlesex’s 2021 base rate proceeding, or approximately $5.5 million. Semi-annually, beginning in April 2024, the Company must file for a change in its DSIC rate seeking recovery for DSIC-eligible investments made during the period. DSIC rates remain in effect until Middlesex’s next base rate case increase subsequent to the March 1, 2024 increase. Under the terms of the Foundational Filing, the Company is required to file a base rate petition before November 2026.

In May 2024, the NJBPU approved a DSIC rate, effective May 26, 2024, that is expected to result in $0.5 million of annual revenue. In November 2024, the NJBPU approved a DSIC rate, effective November 26, 2024, that is expected to result in an additional $0.6 million of annual revenue. Middlesex expects to file for an additional DSIC rate increase in April 2025.

In February 2025, the NJBPU approved Middlesex’s petition to reset its Purchased Water Adjustment Clause (PWAC) tariff rate to recover additional annual costs of $0.5 million, primarily for the purchase of treated water from a non-affiliated water utility regulated by the NJBPU. A PWAC is a rate mechanism that allows for the recovery of increased purchased water costs between base rate case filings. The PWAC is reset to zero once those increased costs are included in base rates. The new PWAC rate will be effective March 1, 2025.

12

Tidewater – In August 2024, Tidewater filed an application with the DEPSC to increase its general rates for water service. In the application, Tidewater seeks an overall increase in annual operating revenue of $10.3 million or 25.66% over current revenue. The request for rate increases will allow Tidewater to recover prudently incurred investments made in the last ten years to support continued regulatory compliance, enhanced water quality, service reliability, security and resiliency of the water utility infrastructure assets. Effective October 30, 2024, Tidewater received approval of the DEPSC to suspend its DSIC rate and implement an interim rate increase, which is expected to result in approximately $2.5 million of annual revenues, subject to refund pending the outcome of the rate case application.

In September 2024, the DEPSC approved Tidewater’s petition to recover up to $2.1 million of costs associated with Tidewater’s obligation to identify and inventory lead service lines throughout Tidewater’s service area, as required by federal law and Delaware regulations. Recovery of these costs began February 1, 2025 and is expected to continue through January 2028. Through December 31, 2024, Tidewater has spent $1.8 million, which is included in Regulatory Assets.

Tidewater Acquisition of the Water Utility Assets of the Town of Ocean View, Delaware – In February 2025, Tidewater and the Town of Ocean View, Delaware’s (Ocean View) joint application for Tidewater’s purchase of all of the rights, title, and interest in the water utility assets of Ocean View for $4.6 million was approved by the DEPSC. Ocean View serves approximately 900 customers in Sussex County, Delaware. Tidewater currently provides water service to most residents of Ocean View other than the 900 customers currently served by Ocean View. Closing on this purchase is expected by April 2025.

Southern Shores - Southern Shores provides water service to a 2,200 unit condominium community in Sussex County, Delaware under a DEPSC-approved agreement expiring December 31, 2029. Under the agreement, rates are increased when there are unanticipated capital expenditures or regulatory related changes in operating expenses exceed certain thresholds. In 2024, capital expenditures did exceed the established threshold. In addition, rates are increased annually by the lesser of the regional Consumer Price Index or 3%. Effective January 1, 2025, Southern Shores rates were increased $0.1 million or 6.51%.

Twin Lakes – Twin Lakes provides water services to approximately 115 residential customers in Shohola, Pennsylvania. In January 2021, the Pennsylvania Public Utility Commission (PAPUC) appointed a large Pennsylvania based investor-owned utility as the receiver (the Receiver Utility) of the Twin Lakes system. In November 2021, the PAPUC issued an Order ordering the Receiver Utility to acquire the Twin Lakes water system and for Middlesex, the parent company of Twin Lakes, to submit $1.7 million into an escrow account within 30 days. In January 2025, the United States Court of Appeals for the Third Circuit (Third Circuit Court) upheld the PAPUC Order. Following the Third Circuit Court’s decision, Middlesex will not pursue further litigation in the federal courts and intends to submit the required escrow payment to complete the Receiver Utility’s acquisition of the Twin Lakes system. The estimated loss recorded by the Company related to this matter, and the financial results, total assets and financial obligations of Twin Lakes are not material to Middlesex.

Regulatory Matters

We have recorded certain costs as regulatory assets because we expect full recovery of, or are currently recovering, these costs in the rates we charge customers. These deferred costs have been excluded from rate base and, therefore, we are not earning a return on the unamortized balances. We record regulatory liabilities for amounts expected to be refunded to customers in the rate making process. These items are detailed as follows:

13

|  | (In Thousands)
|  | December 31,
Regulatory Assets |  | 2024 |  | 2023
Income Taxes (a) |  | $ | 89,825 |  |  | $ | 84,419 |
Other (b) |  |  | 11,958 |  |  |  | 6,275 |
Total |  | $ | 101,783 |  |  | $ | 90,694 |
Regulatory Liabilities |  |  |  |  |  |  |  |
Income Taxes (c) |  | $ | 27,380 |  |  | $ | 28,188 |
Cost of Removal (d) |  |  | 20,595 |  |  |  | 19,727 |
Employee Benefit Plans (e) |  |  | 9,435 |  |  |  | 1,471 |
Lawsuit Settlement (f) |  |  | 5,334 |  |  |  | 63,635 |
New Jersey Revenue Taxes (g) |  |  | 1,813 |  |  |  | — |
Total |  | $ | 64,557 |  |  | $ | 113,021 |

(a) The recovery period for income taxes is dependent upon when the temporary differences between the tax and book treatment of various items reverse.

(b) Other primarily includes deferred costs for rate cases and tank painting.

(c) The 2017 Tax Act reduced the statutory corporate federal income tax rate from 35% to 21%. The tariff rates charged to customers effective prior to 2018 in the Company’s regulated companies include recovery of income taxes at the statutory rate in effect at the time those rates were approved by the respective state public utility commissions. The Company has recorded regulatory liabilities for excess income taxes collected through rates due to the lower income tax rate under the 2017 Tax Act. These regulatory liabilities are overwhelmingly related to utility plant depreciation deduction timing differences, which are subject to Internal Revenue Service (IRS) normalization rules. The IRS rules limit how quickly the excess taxes attributable to accelerated taxes can be returned to customers. The current base rates for Middlesex and Pinelands customers became effective after 2017 and reflect the impact of the 2017 Tax Act.

(d) The Company uses composite depreciation rates for its regulated utility assets, which is currently an acceptable method under GAAP and is widely used in the utility industry. Historically, under the composite depreciation method, the anticipated costs of removing assets upon retirement are provided for over the life of those assets as a component of depreciation expense. The Company recovers certain asset retirement costs through rates charged to customers as an approved component of depreciation expense.

(e) Retirement benefits include pension and other retirement benefits that have been recorded on the Consolidated Balance Sheet in accordance with the guidance provided in ASC 715, Compensation – Retirement Benefits. These amounts represent obligations less than current funding.

(f) The net proceeds available to Middlesex from the 3M Settlement Agreement were recorded as a regulatory liability and are being used for future related operating and maintenance costs.

(g) Revenue related taxes paid by the Company's New Jersey Regulated subsidiaries, and reflected in those subsidiaries current base rates, were above enacted rates and will be refunded back to customers in a future rate proceeding.

14

Note 3 – Income Taxes

Income tax expense (benefit) differs from the amount computed by applying the statutory rate on book income subject to tax for the following reasons:

|  | (In Thousands)
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2022
Income Tax at Statutory Rate |  | $ | 10,764 |  |  | $ | 6,839 |  |  | $ | 9,590 |
Tax Effect of: |  |  |  |  |  |  |  |  |  |  |  |
Utility Plant Related |  |  | (659 | ) |  |  | (1,495 | ) |  |  | (1,106 | )
Tangible Property Repairs |  |  | (4,535 | ) |  |  | (5,475 | ) |  |  | (6,767 | )
State Income Taxes – Net |  |  | 1,270 |  |  |  | 1,117 |  |  |  | 1,296 |
Other |  |  | 65 |  |  |  | 55 |  |  |  | 227 |
Total Income Tax Expense |  | $ | 6,905 |  |  | $ | 1,041 |  |  | $ | 3,240 |

Income tax expense (benefit) is comprised of the following:

|  | (In Thousands)
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2022
Current: |  |  |  |  |  |
Federal |  | $ | 1,554 |  |  | $ | 2,952 |  |  | $ | 425 |
State |  |  | 1,126 |  |  |  | 1,066 |  |  |  | 1,381 |
Deferred: |  |  |  |  |  |  |  |  |  |  |  |
Federal |  |  | 3,802 |  |  |  | (3,261 | ) |  |  | 1,242 |
State |  |  | 482 |  |  |  | 348 |  |  |  | 260 |
Investment Tax Credits |  |  | (59 | ) |  |  | (64 | ) |  |  | (68 | )
Total Income Tax Expense |  | $ | 6,905 |  |  | $ | 1,041 |  |  | $ | 3,240 |

As part of Middlesex’s March 2018 general rate case settlement with the NJBPU, Middlesex received approval for regulatory accounting treatment of income tax benefits associated with the adoption of tangible property regulations issued by the IRS (fully amortized as of March 31, 2022) as well as prospective recognition of the income tax benefits for the immediate deduction of repair costs on tangible property. This results in significant reductions in the Company’s effective income tax rate, current income tax expense and deferred income tax expense (benefit).

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes. The components of the net deferred tax liability are as follows:

|  | (In Thousands)
|  | December 31,
|  | 2024 |  | 2023
Utility Plant Related |  | $ | 95,877 |  |  | $ | 84,330 |
Customer Advances |  |  | (3,525 | ) |  |  | (3,546 | )
Employee Benefits |  |  | 7,888 |  |  |  | 7,100 |
Investment Tax Credits |  |  | 181 |  |  |  | 240 |
Other |  |  | 814 |  |  |  | 612 |
Total Accumulated Deferred Income Taxes |  | $ | 101,235 |  |  | $ | 88,736 |

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The determination of our provision for income taxes requires the use of estimates and the interpretation and application of tax laws. Judgment is required in assessing the deductibility and recoverability of certain tax benefits. We use the asset and liability method to determine and record deferred tax assets and liabilities, representing future tax benefits and taxes payable, which result from the differences in basis recorded in GAAP financial statements and amounts recorded in the income tax returns. The deferred tax assets and liabilities are recorded utilizing the statutorily enacted tax rates expected to be in effect at the time the assets are realized and/or the liabilities settled. An offsetting valuation allowance is recorded when it is more likely than not that some or all of the deferred income tax assets won’t be realized. Any significant changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a material change to earnings and cash flows.

Occasionally, federal and state taxing authorities determine that it is necessary to make certain changes to the income tax laws. These changes may include but are not limited to changes in the tax rates and/or the treatment of certain items of income or expense. Accounting guidance requires that the Company reflect the effect of changes in tax laws or tax rates at the date of enactment. Additionally, the Company is required to re-measure its deferred tax assets and liabilities as of the date of enactment. For non-regulated entities, the effects of changes in tax laws or tax rates are required to be included in income from continuing operations for the period that includes the enactment date. For regulated entities, if as the result of an action by a regulator it is probable that the future increase or decrease in taxes payable for items such as changes in tax laws or rates will be recovered from or returned to customers through future rates, an asset or liability shall be recognized for that probable increase or decrease in future revenue. Accounting guidance also requires that regulatory liabilities and/or assets be considered a temporary difference for which a related deferred tax asset and/or liability shall be recognized.

Accounting guidance requires that we establish reserves for uncertain tax positions, if any, when it is more likely than not that the positions will not be sustained when challenged by taxing authorities. Any changes to the estimates and judgments with respect to the interpretations, timing or deductibility could result in a change to earnings and cash flows.

Interest and penalties related to unrecognized tax benefits, if any, are recognized within interest charges and other expense, respectively.

Note 4 - 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. NJSWA 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, 2026, 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, Delaware to purchase treated water of up to 75.0 million gallons annually.

Purchased water costs are shown below:

|  | (In Millions)
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2022
Untreated |  | $ | 3.5 |  |  | $ | 3.2 |  |  | $ | 3.2 |
Treated |  |  | 4.0 |  |  |  | 5.3 |  |  |  | 3.9 |
Total Costs |  | $ | 7.5 |  |  | $ | 8.5 |  |  | $ | 7.1 |

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

The Company has entered into an operating lease of office space for administrative purposes, expiring in December 2029. The Company has not entered into any finance leases. The exercise of a lease renewal option for the Company’s administrative offices is solely at the discretion of the Company.

The right-of-use (ROU) asset recorded represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s operating lease does not provide an implicit discount rate and as such the Company used an estimated incremental borrowing rate (4.03%) based on the information available at commencement date in determining the present value of lease payments.

Given the impacts of accounting for regulated operations, and the resulting recognition of expense at the amounts recovered in customer rates, expenditures for operating leases are consistent with lease expense and was $0.8 million for each of the years ended December 31, 2024, 2023 and 2022.

Information related to operating lease ROU assets is as follows:

|  | (In Millions)
|  | December 31,
|  | 2024 |  | 2023
ROU Asset at Lease Inception |  | $ | 7.3 |  |  | $ | 7.3 |
Accumulated Amortization |  |  | (4.7 | ) |  |  | (4.1 | )
Current ROU Asset |  | $ | 2.6 |  |  | $ | 3.2 |

The Company’s future minimum operating lease commitments as of December 31, 2024 are as follows:

|  | (In Millions)
|  | December 31, 2024
2025 |  | $ | 0.8 |
2026 |  |  | 0.8 |
2027 |  |  | 0.9 |
2028 |  |  | 0.9 |
2029 |  |  | 0.9 |
Total Lease Payments |  | $ | 4.3 |
Imputed Interest |  |  | (1.3 | )
Present Value of Lease Payments |  |  | 3.0 |
Less Current Portion* |  |  | (0.6 | )
Non-Current Lease Liability |  | $ | 2.4 |
*Included in Other Current Liabilities

Construction – In connection with the Company’s planned capital expenditures, the Company has entered into several contractual construction agreements that in total obligate it to expend an estimated $9.6 million in the future. The actual amount and timing of capital expenditures is dependent on the need for replacement of existing infrastructure, customer growth, residential new home construction and sales, project scheduling, supply chain issues and continued refinement of project scope and costs.

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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 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 in connection with a change in control of the Company.

Note 5 – Short-term Borrowings

Information regarding the Company’s short-term borrowings for the years ended December 31, 2024 and 2023 is summarized below:

|  | ($ In Millions)
|  | 2024 |  | 2023
Average Amount Outstanding |  | $ | 38.7 |  |  | $ | 35.7 |
Weighted Average Interest Rate |  |  | 6.33% |  |  |  | 6.13% |
Notes Payable at Year-End |  | $ | 23.0 |  |  | $ | 42.8 |
Weighted Average Interest Rate at Year-End |  |  | 5.63% |  |  |  | 6.50% |

The Company maintains bank lines of credit aggregating $140.0 million.

|  | (In Millions) |  |  |  |
|  | As of December 31, 2024 |  |  |  | Line of Credit
|  | Outstanding |  | Available |  | Maximum |  | Credit Type |  | Expiration Date
Bank of America |  | $ | — |  |  | $ | 60.0 |  |  | $ | 60.0 |  |  | Uncommitted |  | January 23, 2026
PNC Bank |  |  | 23.0 |  |  |  | 45.0 |  |  |  | 68.0 |  |  | Committed |  | January 31, 2027
CoBank, ACB (CoBank) |  |  | — |  |  |  | 12.0 |  |  |  | 12.0 |  |  | Committed |  | May 20, 2026
|  | $ | 23.0 |  |  | $ | 117.0 |  |  | $ | 140.0 |  |  |  |  |

The maturity dates for the Notes Payable as of December 31, 2024 are extendable at the discretion of the Company.

The interest rates are set for borrowings under the Bank of America and PNC Bank lines of credit using the Secured Overnight Financing Rate (SOFR) and then adding a specific financial institution credit spread. The interest rate for borrowings under the CoBank line of credit are set weekly using CoBank’s internal cost of funds index that is similar to the SOFR and adding a credit spread. There is no requirement for a compensating balance under any of the established lines of credit.

Note 6 - Capitalization

All the transactions discussed below related to the issuance of securities were approved by either the NJBPU or DEPSC, except where otherwise noted.

Common Stock

The Company issues shares of its common stock in connection with its Middlesex Water Company Investment Plan (the Investment Plan), a direct share purchase and dividend reinvestment plan for the Company’s common stock. The Company raised approximately $1.0 million under the Investment Plan during 2024. Currently, 0.7 million

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shares remain registered with the United States Securities and Exchange Commission and available for issuance to participants under the Investment Plan.

In April 2023, Middlesex received approval from the NJBPU to issue and sell up to 1.0 million shares of its common stock, without par value, through December 31, 2025. Sales of additional shares of common stock are part of the Company’s comprehensive financing plan to fund its multi-year utility plant infrastructure investment program. As described below in “Long-term Debt”, the NJBPU also approved the debt funding component of the financing plan.

The Company issues common shares under a restricted stock plan for certain management employees, which is described in Note 7 – Employee Benefit Plans.

The Company maintains a stock plan for its independent Directors as a component of outside members of the Board of Directors compensation. For the years ended December 31, 2024, 2023 and 2022, 7,570, 4,608 and 2,664 shares, respectively, of Middlesex common stock were granted and issued to the Company’s independent Directors under the plan. The maximum number of shares authorized for grant under the plan is 100,000, of which 34,283 shares remain available for future awards.

In the event dividends on the preferred stock are in arrears, no dividends may be declared or paid on the common stock of the Company.

Preferred Stock

At December 31, 2024 and 2023, there were 120,000 shares of preferred stock authorized and less than 16,000 shares of preferred stock outstanding. There were no preferred stock dividends in arrears.

The Company may not pay any dividends on its common stock unless full cumulative dividends to the preceding dividend date for all outstanding shares of preferred stock have been paid or set aside for payment. If four or more quarterly dividends are in arrears, the preferred shareholders, as a class, are entitled to elect two members to the Board of Directors in addition to Directors elected by holders of the common stock. In addition, if Middlesex were to liquidate, holders of preferred stock would be paid back the stated value of their preferred shares before any distributions could be made to common stockholders.

The conversion feature of the no par $7.00 Series Cumulative and Convertible Preferred Stock allows the security holders to convert one convertible preferred share for twelve shares of the Company's common stock. In 2024, 4,275 shares of the Company’s no par $7.00 Series Cumulative and Convertible Preferred Stock were converted into 51,300 shares (approximately $0.4 million) of the Company’s common stock. In addition, the Company may redeem up to 10% of the outstanding convertible stock in any calendar year at a price equal to the fair value of twelve shares of the Company's common stock for each share of convertible stock redeemed.

Long-term Debt

Subject to regulatory approval, the Company periodically issues long-term debt to fund its investments in utility plant. To the extent possible and fiscally prudent, the Company finances qualifying capital projects under State Revolving Fund (SRF) loan programs in New Jersey and Delaware. These government programs provide financing at interest rates typically below rates available in the broader financial markets.

Middlesex has received approval from the NJBPU to borrow up to $300.0 million from the New Jersey SRF Program, the New Jersey Economic Development Authority, private placement and other financial institutions as needed through December 31, 2025. The Company expects to issue debt securities in a series of one or more transaction offerings over a multi-year period to help fund Middlesex’s multi-year capital construction program.

In September 2024, Tidewater closed on a $2.2 million Delaware SRF loan with a 0.0% interest rate with an expected 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 $1.7 million as of December 31, 2024.

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In May 2024, Tidewater closed on four DEPSC-approved Delaware SRF loans totaling $5.6 million, all at interest rates of 2.0% with expected 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 less than $0.1 million on these loans as of December 31, 2024. Each project has its own construction timetable with the last spending set to occur in 2026.

Separately, Tidewater has two active construction projects funded by prior year Delaware SRF loans totaling $8.3 million with remaining availability of funds for borrowing. These loans are for the construction of a one million gallon elevated storage tank and construction, relocation, improvement, and interconnection of transmission mains. Tidewater has drawn a total of $4.9 million through December 31, 2024 and expects that the requisitions will continue through the second quarter of 2025.

In July 2023, Pinelands Water and Pinelands Wastewater closed on $3.9 million and $3.6 million CoBank amortizing mortgage type loans, respectively, with an interest rate of 6.17% and a final maturity date of 2043 for each loan. Proceeds were used to pay off outstanding intercompany loans with Middlesex and for ongoing capital projects.

In May 2023, Tidewater closed on a $20.0 million loan from CoBank with an interest rate of 5.71% and a 2033 maturity date and fully drew all funds by June 30, 2023. Proceeds from the loan were used to pay off Tidewater’s outstanding balances under its bank lines of credit and for other general corporate purposes.

In April 2023, Tidewater closed on two DEPSC-approved Delaware SRF loans totaling $6.9 million, all at interest rates of 2.0% with maturity dates in 2043 and 2044. These loans are for the construction, relocation, improvement, and/or interconnection of transmission mains. Tidewater has fully drawn on these loans.

In March 2023, Middlesex closed on a $40.0 million, 5.24% private placement of First Mortgage Bonds (FMBs) with a 2043 maturity date designated as Series 2023A. Proceeds were used to reduce the Company’s outstanding balances under its bank lines of credit.

In May 2022, Middlesex repaid its two outstanding New Jersey Infrastructure Bank (NJIB) construction loans by issuing FMBs to the NJIB under two loan agreements. The total amount of FMBs issued is $52.2 million and designated as Series 2022A ($16.2 million) and Series 2022B ($36.0 million). The interest rate on the Series 2022A bond is zero and the interest rate on the Series 2022B bond ranges between 2.7% and 3.0%. The final maturity date for both FMBs is August 1, 2056, with scheduled debt service payments over the life of these loans.

The aggregate annual principal repayment obligations as of December 31, 2024 for all long-term debt over the next five years and thereafter are shown below:

Year |  | (In Millions) Annual Maturities
2025 |  | $ | 7.7 |
2026 |  |  | 7.5 |
2027 |  |  | 7.3 |
2028 |  |  | 7.0 |
2029 |  |  | 6.5 |
Thereafter |  |  | 323.4 |

The weighted average interest rate on all long-term debt at December 31, 2024 and 2023 was 3.64% and 3.65%, respectively.

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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Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (EPS) of common stock for the years ended December 31, 2024, 2023 and 2022. Basic EPS is computed on the basis of the weighted average number of shares outstanding. Diluted EPS assumes the conversion of the Convertible Preferred Stock $7.00 Series.

|  | (In Thousands, Except Per Share Amounts)
|  | 2024 |  | 2023 |  | 2022 |  |
Basic: |  | Income |  | Shares |  | Income |  | Shares |  | Income |  | Shares
Net Income |  | $ | 44,351 |  |  |  | 17,842 |  |  | $ | 31,524 |  |  |  | 17,732 |  |  | $ | 42,429 |  |  |  | 17,597 |
Preferred Dividend |  |  | (112 | ) |  |  |  |  |  |  | (120 | ) |  |  |  |  |  |  | (120 | ) |  |  |  |
Earnings Applicable to Common Stock |  | $ | 44,239 |  |  |  | 17,842 |  |  | $ | 31,404 |  |  |  | 17,732 |  |  | $ | 42,309 |  |  |  | 17,597 |
Basic EPS |  | $ | 2.48 |  |  |  |  |  |  | $ | 1.77 |  |  |  |  |  |  | $ | 2.40 |  |  |  |  |
Diluted: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Earnings Applicable to Common Stock |  | $ | 44,239 |  |  |  | 17,842 |  |  | $ | 31,404 |  |  |  | 17,732 |  |  | $ | 42,309 |  |  |  | 17,597 |
Convertible Preferred $7.00 Series Dividend |  |  | 46 |  |  |  | 104 |  |  |  | 67 |  |  |  | 115 |  |  |  | 67 |  |  |  | 115 |
Adjusted Earnings Applicable to Common Stock |  | $ | 44,285 |  |  |  | 17,946 |  |  | $ | 31,471 |  |  |  | 17,847 |  |  | $ | 42,376 |  |  |  | 17,712 |
Diluted EPS |  | $ | 2.47 |  |  |  |  |  |  | $ | 1.76 |  |  |  |  |  |  | $ | 2.39 |  |  |  |  |

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 consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their respective fair values due to the short-term maturities of these instruments. The fair value of FMBs and SRF Bonds (collectively, the Bonds) issued by Middlesex is based on quoted market prices for similar issues. Under the fair value hierarchy, the fair value of cash and cash equivalents is classified as a Level 1 measurement and the fair value of notes payable and the Bonds in the table below are classified as Level 2 measurements. The carrying amount and fair value of the Bonds were as follows:

|  | (In Thousands)
|  | At December 31,
|  | 2024 |  | 2023
|  | Carrying |  | Fair |  | Carrying |  | Fair
|  | Amount |  | Value |  | Amount |  | Value
FMBs |  | $ | 129,602 |  |  | $ | 125,067 |  |  | $ | 133,374 |  |  | $ | 131,745 |

It was not practicable to estimate the fair value on our outstanding long-term debt for which there is no quoted market price and there is not an active trading market. For details, including carrying value, interest rate and due date on these series of long-term debt, please refer to those series of long-term debt titled “Amortizing Secured Notes” and “State Revolving Trust Notes” on the Consolidated Statements of Capital Stock and Long-Term Debt. The carrying amount of these instruments was $229.8 million and $231.3 million at December 31, 2024 and 2023, respectively. Advances for construction have carrying amounts of $22.6 million and $21.3 million at December 31, 2024 and 2023, 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.

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Note 7 - 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. In order to be eligible for contribution, the eligible employee must be employed by the Company on December 31st of the year to which the contribution relates. The Company maintains an unfunded supplemental plan for a limited number of its executive officers. The Accumulated Benefit Obligation for the Company’s Pension Plan at December 31, 2024 and 2023 was $80.8 million and $83.7 million, respectively.

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.

Regulatory Treatment of Over/Underfunded Retirement Obligations

Because the Company is subject to rate regulation in the states in which it operates, it is required to maintain its accounts in accordance with the regulatory authority’s rules and guidelines, which may differ from other authoritative accounting pronouncements. In those instances, the Company follows the guidance of ASC 980, Regulated Operations. Based on prior regulatory practice, and in accordance with the guidance in ASC 980, Regulated Operations, the Company records underfunded Pension Plan and Other Benefits Plan obligation costs, which otherwise would be recognized in Other Comprehensive Income under ASC 715, Compensation – Retirement Benefits, as a Regulatory Asset, and expects to recover those costs in rates charged to customers.

The Company uses a December 31 measurement date for all of its employee benefit plans. The tables below set forth information relating to the Company’s Pension Plan and Other Benefits Plan for 2024 and 2023.

|  | (In Thousands)
|  | Pension Plan |  | Other Benefits Plan
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Change in Projected Benefit Obligation: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning Balance |  | $ | 91,853 |  |  | $ | 87,788 |  |  | $ | 28,000 |  |  | $ | 32,909 |
Service Cost |  |  | 1,270 |  |  |  | 1,551 |  |  |  | 320 |  |  |  | 391 |
Interest Cost |  |  | 4,280 |  |  |  | 4,270 |  |  |  | 1,313 |  |  |  | 1,608 |
Actuarial (Gain) Loss |  |  | (5,478 | ) |  |  | 1,966 |  |  |  | (486 | ) |  |  | (5,968 | )
Benefits Paid |  |  | (4,424 | ) |  |  | (3,722 | ) |  |  | (946 | ) |  |  | (940 | )
Ending Balance |  | $ | 87,501 |  |  | $ | 91,853 |  |  | $ | 28,201 |  |  | $ | 28,000 |

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|  | (In Thousands)
|  | Pension Plan |  | Other Benefits Plan
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Change in Fair Value of Plan Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning Balance |  | $ | 92,346 |  |  | $ | 84,828 |  |  | $ | 48,352 |  |  | $ | 44,029 |
Actual Return on Plan Assets |  |  | 7,976 |  |  |  | 10,840 |  |  |  | 4,675 |  |  |  | 4,323 |
Employer Contributions |  |  | 2,750 |  |  |  | 400 |  |  |  | 946 |  |  |  | 940 |
Benefits Paid |  |  | (4,424 | ) |  |  | (3,722 | ) |  |  | (946 | ) |  |  | (940 | )
Ending Balance |  | $ | 98,648 |  |  | $ | 92,346 |  |  | $ | 53,027 |  |  | $ | 48,352 |
Funded Status |  | $ | 11,147 |  |  | $ | 494 |  |  | $ | 24,826 |  |  | $ | 20,352 |

|  | (In Thousands)
|  | Pension Plan |  | Other Benefits Plan
|  | As of December 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Amounts Recognized in the Consolidated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance Sheets consist of: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liability |  | $ | 883 |  |  | $ | 933 |  |  | $ | — |  |  | $ | — |
Noncurrent Asset |  |  | (12,030 | ) |  |  | (1,427 | ) |  |  | (24,826 | ) |  |  | (20,352 | )
Net Asset Recognized |  | $ | (11,147 | ) |  | $ | (494 | ) |  | $ | (24,826 | ) |  | $ | (20,352 | )

|  | (InThousands)
|  | Pension Plan |  | Other Benefits Plan
|  | Years Ended December 31,
|  | 2024 |  | 2023 |  | 2022 |  | 2024 |  | 2023 |  | 2022
Components of Net Periodic Benefit Cost |  |  |  |  |  |  |  |  |  |  |  |
Service Cost |  | $ | 1,270 |  |  | $ | 1,551 |  |  | $ | 2,362 |  |  | $ | 320 |  |  | $ | 391 |  |  | $ | 799 |
Interest Cost |  |  | 4,280 |  |  |  | 4,270 |  |  |  | 3,042 |  |  |  | 1,313 |  |  |  | 1,608 |  |  |  | 1,325 |
Expected Return on Plan Assets |  |  | (6,322 | ) |  |  | (5,865 | ) |  |  | (7,041 | ) |  |  | (3,384 | ) |  |  | (3,082 | ) |  |  | (3,547 | )
Amortization of Net Actuarial Loss (Gain) |  |  | 153 |  |  |  | 658 |  |  |  | 1,674 |  |  |  | (1,098 | ) |  |  | (191 | ) |  |  | — |
Net Periodic Benefit Cost* |  | $ | (619 | ) |  | $ | 614 |  |  | $ | 37 |  |  | $ | (2,849 | ) |  | $ | (1,274 | ) |  | $ | (1,423 | )

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

Amounts that are expected to be amortized from Regulatory Assets into Net Periodic Benefit Cost in 2025 are as follows:

|  | (In Thousands)
|  | Pension Plan |  | Other Benefits Plan
Actuarial Loss (Gain) |  | $ | 50 |  |  | $ | (1,127 | )

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The discount rate and compensation increase rate for determining our postretirement benefit plans’ benefit obligations and costs as of and for the years ended December 31, 2024, 2023 and 2022, respectively, are as follows:

|  | Pension Plan |  |  | Other Benefits Plan |
|  | 2024 |  |  | 2023 |  |  | 2022 |  |  | 2024 |  |  | 2023 |  |  | 2022 |
Weighted Average Assumptions: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expected Return on Plan Assets |  |  | 7.00% |  |  |  | 7.00% |  |  |  | 7.00% |  |  |  | 7.00% |  |  |  | 7.00% |  |  |  | 7.00% |
Discount Rate for: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Benefit Obligation |  |  | 5.47% |  |  |  | 4.79% |  |  |  | 4.98% |  |  |  | 5.49% |  |  |  | 4.79% |  |  |  | 4.98% |
Benefit Cost |  |  | 4.79% |  |  |  | 4.98% |  |  |  | 2.72% |  |  |  | 4.79% |  |  |  | 4.98% |  |  |  | 2.72% |
Compensation Increase for: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Benefit Obligation |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |
Benefit Cost |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |  |  |  | 3.00% |

The compensation increase assumption for the Other Benefits Plan is attributable to life insurance provided to qualifying employees upon their retirement. The insurance coverage will be determined based on the employee’s base compensation as of their retirement date.

The Company utilizes the Society of Actuaries’ mortality table (Pri-2012) (Mortality Improvement Scale MP2021).

For the 2024 valuation, costs and obligations for our Other Benefits Plan assumed a 8.0% annual rate of increase in the per capita cost of covered healthcare benefits in 2024 with the annual rate of increase declining 0.15% per year for 2025-2044, resulting in an annual rate of increase in the per capita cost of covered healthcare benefits of 5.0% by year 2045.

A one-percentage point change in assumed healthcare cost trend rates would have the following effects on the Other Benefits Plan:

|  | (In Thousands)
|  | 1 Percentage Point
|  | Increase |  | Decrease
Effect on Current Year Service and Interest Costs |  | $ | 228 |  |  | $ | (184 | )
Effect on Projected Benefit Obligation |  | $ | 3,434 |  |  | $ | (2,824 | )

The following benefit payments, which reflect expected future service, are expected to be paid:

|  | (In Thousands)
Year |  | Pension Plan |  | Other Benefits Plan
2025 |  | $ | 5,412 |  |  | $ | 1,303 |
2026 |  |  | 5,399 |  |  |  | 1,368 |
2027 |  |  | 5,479 |  |  |  | 1,410 |
2028 |  |  | 5,595 |  |  |  | 1,444 |
2029 |  |  | 5,581 |  |  |  | 1,541 |
2030-2034 |  |  | 29,746 |  |  |  | 8,682 |
Totals |  | $ | 57,212 |  |  | $ | 15,748 |

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Benefit Plans Assets

The allocation of plan assets at December 31, 2024 and 2023 by asset category is as follows:

|  | Pension Plan |  |  | Other Benefits Plan |
Asset Category |  | 2024 |  |  | 2023 |  |  | Target |  |  | 2024 |  |  | 2023 |  |  | Target |
Equity Securities |  |  | 31.8% |  |  |  | 58.1% |  |  |  | 30% |  |  |  | 65.2% |  |  |  | 60.9% |  |  |  | 43% |
Debt Securities |  |  | 67.9% |  |  |  | 39.6% |  |  |  | 68% |  |  |  | 33.0% |  |  |  | 36.1% |  |  |  | 50% |
Cash |  |  | 0.3% |  |  |  | 0.7% |  |  |  | 2% |  |  |  | 1.8% |  |  |  | 3.0% |  |  |  | 2% |
Real Estate/Commodities |  |  | 0.0% |  |  |  | 1.6% |  |  |  | 0% |  |  |  | 0.0% |  |  |  | 0.0% |  |  |  | 5% |
Total |  |  | 100.0% |  |  |  | 100.0% |  |  |  |  |  |  |  | 100.0% |  |  |  | 100.0% |  |  |  |  |

Two outside investment firms each manage a portion of the Pension Plan asset portfolio. One of those investment firms also manages the Other Benefits Plan asset portfolio. Quarterly meetings are held between the Company’s Pension Committee of the Board of Directors and the investment managers to review their performance and asset allocation. If the actual asset allocation is outside the targeted range, the Pension Committee reviews current market conditions and advice provided by the investment managers to determine the appropriateness of rebalancing the portfolio.

The objective of the Company is to maximize the long-term return on retirement plan assets, relative to a reasonable level of risk, maintain a diversified investment portfolio and maintain compliance with the Employee Retirement Income Security Act of 1974. The expected long-term rate of return is based on the various asset categories in which plan assets are invested and the current expectations and historical performance for these categories.

Fair Value Measurements

Accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

● | Level 1 – Inputs to the valuation methodology are unadjusted quoted market prices for identical assets or liabilities in accessible active markets.
● | Level 2 – Inputs to the valuation methodology that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. If the asset or liability has a specified contractual term, the Level 2 input must be observable for substantially the full term of the asset or liability.
● | Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Certain investments in cash and cash equivalents, equity securities, and commodities are valued based on quoted market prices in active markets and are classified as Level 1 investments. Certain investments in cash and cash equivalents, equity securities and fixed income securities are valued using prices received from pricing vendors that utilize observable inputs and are therefore classified as Level 2 investments.

25

The following tables present Middlesex’s Pension Plan assets measured and recorded at fair value within the fair value hierarchy:

|  | (In Thousands) |
|  | As of December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Mutual Funds |  | $ | 31,187 |  |  | $ | — |  |  | $ | — |  |  | $ | 31,187 |
Money Market Funds |  |  | 293 |  |  |  | — |  |  |  | — |  |  |  | 293 |
Common Equity Securities |  |  | 195 |  |  |  | — |  |  |  | — |  |  |  | 195 |
Corporate Bonds |  |  | 42,974 |  |  |  | — |  |  |  | — |  |  |  | 42,974 |
Agency/US Debt |  |  | 19,041 |  |  |  | — |  |  |  | — |  |  |  | 19,041 |
Sovereign/Non-US Debt |  |  | 4,958 |  |  |  | — |  |  |  | — |  |  |  | 4,958 |
Total Investments |  | $ | 98,648 |  |  | $ | — |  |  | $ | — |  |  | $ | 98,648 |

|  | (In Thousands) |
|  | As of December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Mutual Funds |  | $ | 71,236 |  |  | $ | — |  |  | $ | — |  |  | $ | 71,236 |
Money Market Funds |  |  | 663 |  |  |  | — |  |  |  | — |  |  |  | 663 |
Common Equity Securities |  |  | 12,544 |  |  |  | — |  |  |  | — |  |  |  | 12,544 |
Corporate Bonds |  |  | 5,091 |  |  |  | — |  |  |  | — |  |  |  | 5,091 |
Agency/US Debt |  |  | 1,854 |  |  |  | — |  |  |  | — |  |  |  | 1,854 |
Sovereign/Non-US Debt |  |  | 958 |  |  |  | — |  |  |  | — |  |  |  | 958 |
Total Investments |  | $ | 92,346 |  |  | $ | — |  |  | $ | — |  |  | $ | 92,346 |

The following tables present Middlesex’s Other Benefits Plan assets measured and recorded at fair value within the fair value hierarchy:

|  | (In Thousands) |
|  | As of December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Mutual Funds |  | $ | 34,545 |  |  | $ | — |  |  | $ | — |  |  | $ | 34,545 |
Money Market Funds |  |  | 977 |  |  |  | — |  |  |  | — |  |  |  | 977 |
Agency/US/State/Municipal Debt |  |  | — |  |  |  | 17,505 |  |  |  | — |  |  |  | 17,505 |
Total Investments |  | $ | 35,522 |  |  | $ | 17,505 |  |  | $ | — |  |  | $ | 53,027 |

|  | (In Thousands) |
|  | As of December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Mutual Funds |  | $ | 29,437 |  |  | $ | — |  |  | $ | — |  |  | $ | 29,437 |
Money Market Funds |  |  | 1,429 |  |  |  | — |  |  |  | — |  |  |  | 1,429 |
Agency/US/State/Municipal Debt |  |  | — |  |  |  | 17,486 |  |  |  | — |  |  |  | 17,486 |
Total Investments |  | $ | 30,866 |  |  | $ | 17,486 |  |  | $ | — |  |  | $ | 48,352 |

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Benefit Plans Contributions

For the Pension Plan, Middlesex made total cash contributions of $2.8 million in 2024 and expects to make approximately $0.9 million of cash contributions in 2025.

For the Other Benefits Plan, Middlesex made total cash contributions of $0.9 million in 2024 and expects to make approximately $1.0 million of cash contributions in 2025.

401(k) Plan

The Company maintains a 401(k) defined contribution plan, which covers substantially all employees (temporary employee needs to complete at least 1,000 hours of service to be eligible). Under the terms of the plan, the Company matches 100% of a participant’s contributions, which do not exceed 1% of a participant’s compensation, plus 50% of a participant’s contributions exceeding 1%, but not more than 6%. The Company’s matching contribution was $0.8 million, $0.8 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Employees hired after March 31, 2007 are not eligible to participate in the Pension Plan and are generally eligible to participate in a discretionary profit sharing plan administered through the 401(k) plan. In December each year, the Board of Directors may approve that a stated percentage of eligible compensation be contributed to the account of the employee participant in the first quarter of the following year. For those employees still actively employed on December 31, 2024 or retired during the current year, the Company will fund a discretionary contribution of $1.1 million before April 1, 2025, which represents 5.0% of eligible 2024 compensation. For the years ended December 31, 2023 and 2022, the Company made qualifying discretionary contributions of $0.9 million for each year.

Stock-Based Compensation

The Company maintains a long-term incentive compensation plan for certain management employees where awards are made in the form of restricted common stock. Shares of restricted stock issued under the plan are subject to forfeiture by the employee in the event of termination of employment for any reason within three or five years of the award, as applicable, other than as a result of retirement at normal retirement age, death, disability or change in control. The maximum number of shares authorized for award under the plan is 300,000 shares, of which approximately 70% remain available for issuance.

The Company recognizes compensation expense at fair value for the plan awards in accordance with ASC 718, Compensation – Stock Compensation. Compensation expense is determined by the market value of the stock on the date of the award and is being amortized over the expected vesting period.

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The following table presents awarded but not yet vested share information for the plan:

|  | Shares(thousands) |  |  | Unearned Compensation (thousands) |  |  | Weighted Average Granted Price |
Balance, January 1, 2022 |  |  | 83 |  |  | $ | 1,931 |  |  |  |  |
Granted |  |  | 11 |  |  |  | 1,151 |  |  | $ | 105.17 |
Vested |  |  | (17 | ) |  |  |  |  |  |  |  |
Amortization of Compensation expense |  |  | — |  |  |  | (1,350 | ) |  |  |  |
Balance, December 31, 2022 |  |  | 77 |  |  |  | 1,732 |  |  |  |  |
Granted |  |  | 15 |  |  |  | 1,165 |  |  | $ | 77.63 |
Vested |  |  | (18 | ) |  |  | — |  |  |  |  |
Amortization of Compensation expense |  |  | — |  |  |  | (1,854 | ) |  |  |  |
Balance, December 31, 2023 |  |  | 74 |  |  |  | 1,043 |  |  |  |  |
Granted |  |  | 19 |  |  |  | 1,003 |  |  | $ | 52.50 |
Vested |  |  | (58 | ) |  |  | — |  |  |  |  |
Amortization of Compensation expense |  |  | — |  |  |  | (1,140 | ) |  |  |  |
Balance, December 31, 2024 |  |  | 35 |  |  | $ | 906 |  |  |  |  |

Unearned compensation is recognized over a period of 4 years.

Note 8 – 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 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. 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, Pinelands Water and Southern Shores. This segment also includes a regulated wastewater system in New Jersey, Pinelands Wastewater. 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

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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) |
|  | Years Ended December 31, |
Operation by Segments |  | 2024 |  |  | 2023 |  |  | 2022 |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 179,359 |  |  | $ | 154,617 |  |  | $ | 151,117 |
Non – Regulated |  |  | 13,552 |  |  |  | 12,773 |  |  |  | 12,446 |
Inter-segment Elimination |  |  | (1,034 | ) |  |  | (1,116 | ) |  |  | (1,129 | )
Consolidated Revenues |  | $ | 191,877 |  |  | $ | 166,274 |  |  | $ | 162,434 |
Operating Expenses |  |  |  |  |  |  |  |  |  |  |  |
Purchased Water: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 8,064 |  |  | $ | 9,144 |  |  | $ | 7,777 |
Non – Regulated |  |  | — |  |  |  | — |  |  |  | — |
Inter-segment Elimination |  |  | (567 | ) |  |  | (663 | ) |  |  | (688 | )
Consolidated Purchased Water |  | $ | 7,497 |  |  | $ | 8,481 |  |  | $ | 7,089 |
Other Operations and Maintenance Expenses: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 76,483 |  |  | $ | 66,670 |  |  | $ | 64,170 |
Non – Regulated |  |  | 8,850 |  |  |  | 8,415 |  |  |  | 8,278 |
Inter-segment Elimination |  |  | (467 | ) |  |  | (453 | ) |  |  | (441 | )
Consolidated Other Operations and Maintenance Expenses |  | $ | 84,866 |  |  | $ | 74,632 |  |  | $ | 72,007 |
Other Taxes: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 21,644 |  |  | $ | 18,504 |  |  | $ | 17,963 |
Non – Regulated |  |  | 230 |  |  |  | 240 |  |  |  | 245 |
Consolidated Other Taxes |  | $ | 21,874 |  |  | $ | 18,744 |  |  | $ | 18,208 |
Depreciation: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 24,173 |  |  | $ | 24,931 |  |  | $ | 22,783 |
Non – Regulated |  |  | 257 |  |  |  | 263 |  |  |  | 246 |
Consolidated Depreciation |  | $ | 24,430 |  |  | $ | 25,194 |  |  | $ | 23,029 |
Operating Income: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 49,462 |  |  | $ | 35,820 |  |  | $ | 44,257 |
Non – Regulated |  |  | 3,748 |  |  |  | 3,403 |  |  |  | 3,076 |
Consolidated Operating Income |  | $ | 53,210 |  |  | $ | 39,223 |  |  | $ | 47,333 |
Other Income (Expense), Net: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 12,195 |  |  | $ | 6,637 |  |  | $ | 7,898 |
Non – Regulated |  |  | 281 |  |  |  | 214 |  |  |  | 279 |
Inter-segment Elimination |  |  | (407 | ) |  |  | (366 | ) |  |  | (474 | )
Consolidated Other Income (Expense), Net |  | $ | 12,069 |  |  | $ | 6,485 |  |  | $ | 7,703 |

29

|  | (In Thousands) |
|  | Years Ended December 31, |
Operation by Segments (continued) |  | 2024 |  |  | 2023 |  |  | 2022 |
Interest Expense: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 14,430 |  |  | $ | 13,508 |  |  | $ | 9,833 |
Non – Regulated |  |  | — |  |  |  | — |  |  |  | 7 |
Inter-segment Elimination |  |  | (407 | ) |  |  | (365 | ) |  |  | (473 | )
Consolidated Interest Expense |  | $ | 14,023 |  |  | $ | 13,143 |  |  | $ | 9,367 |
Income Taxes: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 5,653 |  |  | $ | (146 | ) |  | $ | 2,084 |
Non – Regulated |  |  | 1,252 |  |  |  | 1,187 |  |  |  | 1,156 |
Consolidated Income Taxes |  | $ | 6,905 |  |  | $ | 1,041 |  |  | $ | 3,240 |
Net Income: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 41,575 |  |  | $ | 29,094 |  |  | $ | 40,229 |
Non – Regulated |  |  | 2,776 |  |  |  | 2,430 |  |  |  | 2,200 |
Consolidated Net Income |  |  | 44,351 |  |  |  | 31,524 |  |  |  | 42,429 |
Capital Expenditures: |  |  |  |  |  |  |  |  |  |  |  |
Regulated |  | $ | 74,584 |  |  | $ | 90,047 |  |  | $ | 91,054 |
Non – Regulated |  |  | 38 |  |  |  | 132 |  |  |  | 281 |
Total Capital Expenditures |  | $ | 74,622 |  |  | $ | 90,179 |  |  | $ | 91,335 |

|  | (In Thousands) |
|  | As of |  |  | As of |
|  | December 31, 2024 |  |  | December 31, 2023 |
Assets: |  |  |  |  |  |  |  |
Regulated |  | $ | 1,264,472 |  |  | $ | 1,235,549 |
Non – Regulated |  |  | 7,671 |  |  |  | 8,068 |
Inter-segment Elimination |  |  | (16,969 | ) |  |  | (7,565 | )
Consolidated Assets |  | $ | 1,255,174 |  |  | $ | 1,236,052 |

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Note 9 - Quarterly Data - Unaudited

Financial information for each quarter of 2024 and 2023 is as follows:

|  | (In Thousands of Dollars, Except Per Share Data) |
2024 |  | 1st |  |  | 2nd |  |  | 3rd |  |  | 4th |  |  | Total |
Operating Revenues |  | $ | 40,524 |  |  | $ | 49,146 |  |  | $ | 55,100 |  |  | $ | 47,107 |  |  | $ | 191,877 |
Operating Income |  |  | 9,865 |  |  |  | 15,315 |  |  |  | 17,501 |  |  |  | 10,529 |  |  |  | 53,210 |
Net Income |  |  | 10,682 |  |  |  | 10,546 |  |  |  | 14,319 |  |  |  | 8,804 |  |  |  | 44,351 |
Basic Earnings per Share |  | $ | 0.60 |  |  | $ | 0.59 |  |  | $ | 0.80 |  |  | $ | 0.49 |  |  | $ | 2.48 |
Diluted Earnings per Share |  | $ | 0.59 |  |  | $ | 0.59 |  |  | $ | 0.80 |  |  | $ | 0.49 |  |  | $ | 2.47 |
Common Dividend Per Share |  | $ | 0.3250 |  |  | $ | 0.3250 |  |  | $ | 0.3250 |  |  | $ | 0.3400 |  |  | $ | 1.3150 |
High/Low Common Stock Price |  |  | $50.33/$64.71 |  |  |  | $45.84/$58.02 |  |  |  | $52.74/$67.59 |  |  |  | $52.62/$69.70 |  |  |  |  |

2023 |  | 1st |  |  | 2nd |  |  | 3rd |  |  | 4th |  |  | Total |
Operating Revenues |  | $ | 38,156 |  |  | $ | 42,801 |  |  | $ | 46,715 |  |  | $ | 38,602 |  |  | $ | 166,274 |
Operating Income |  |  | 7,490 |  |  |  | 10,669 |  |  |  | 12,822 |  |  |  | 8,242 |  |  |  | 39,223 |
Net Income |  |  | 5,868 |  |  |  | 9,901 |  |  |  | 9,990 |  |  |  | 5,765 |  |  |  | 31,524 |
Basic Earnings per Share |  | $ | 0.33 |  |  | $ | 0.56 |  |  | $ | 0.56 |  |  | $ | 0.32 |  |  | $ | 1.77 |
Diluted Earnings per Share |  | $ | 0.33 |  |  | $ | 0.55 |  |  | $ | 0.56 |  |  | $ | 0.32 |  |  | $ | 1.76 |
Common Dividend Per Share |  | $ | 0.3125 |  |  | $ | 0.3125 |  |  | $ | 0.3125 |  |  | $ | 0.3250 |  |  | $ | 1.2625 |
High/Low Common Stock Price |  |  | $72.64/$90.56 |  |  |  | $66.51/$84.38 |  |  |  | $65.37/$84.35 |  |  |  | $61.34/$73.47 |  |  |  |  |

The information above, in the opinion of the Company, includes all adjustments consisting only of normal recurring accruals necessary for a fair presentation of such amounts. The business of the Company is subject to seasonal fluctuation with the peak period usually occurring during the summer months. The quarterly earnings per share amounts above may differ slightly from previous filings due to the effects of rounding.

31

PART IV

| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

| 1. | The following Financial Statements and Supplementary Data are included in Part II- Item 8. of this Annual Report:

Consolidated Balance Sheets at December 31, 2024 and 2023.

Consolidated Statements of Income for each of the three years in the period ended December 31, 2024.

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024.

Consolidated Statements of Capital Stock and Long-term Debt as of December 31, 2024 and 2023.

Consolidated Statements of Common Stockholders’ Equity for each of the three years in the period ended December 31, 2024.

Notes to Consolidated Financial Statements.

2. | Financial Statement Schedules

All Schedules are omitted because of the absence of the conditions under which they are required or because the required information is shown in the financial statements or notes thereto.

| 3. | Exhibits

See Exhibit listing immediately following the signature page.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, 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 |
| President and Chief Executive Officer |
Date: | March 11, 2025 |

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2025.

By: | /s/ Mohammed G. Zerhouni |
| Mohammed G. Zerhouni |
| Senior Vice President, Chief Financial Officer and Treasurer |
| (Principal Financial Officer) |
By: | /s/ Robert J. Capko |
| Robert J. Capko |
| Corporate Controller |
| (Principal Accounting Officer) |
By: | /s/ Nadine Leslie |
| Nadine Leslie |
| President, Chief Executive Officer and Director |
| (Principal Executive Officer) |
By: | /s/ Joshua Bershad, M.D. |
| Joshua Bershad, M.D. |
| Director |
By: | /s/ James F. Cosgrove Jr. |
| James F. Cosgrove Jr. |
| Director |
By: | /s/ Dennis W. Doll |
| Dennis W. Doll |
| Chairman of the Board and Director |
By: | /s/ Kim C. Hanemann |
| Kim C. Hanemann |
| Director |
By: | /s/ Steven M. Klein |
| Steven M. Klein |
| Director |
By: | /s/ Amy B. Mansue |
| Amy B. Mansue |
| Director |
By: | /s/ Vaughn L. McKoy |
| Vaughn L. McKoy |
| Director |
By: | /s/ Ann L. Noble |
| Ann L. Noble |
| Director |
By: | /s/ Walter G. Reinhard |
| Walter G. Reinhard |
| Director |

33

EXHIBIT INDEX

Exhibits designated with an asterisk (*) are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and are incorporated herein by reference to the documents indicated in the previous filing columns following the description of such exhibits. Exhibits designated with a dagger (t) are management contracts or compensatory plans.

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
3.1 | The Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the Year ended December 31, 1998. |  |
3.2 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 20, 1997, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997. |  |
3.3 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on May 27, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. |  |
3.4 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 10, 1998, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998. |  |
3.5 | Certificate of Correction of Middlesex Water Company filed with the State of New Jersey on April 30, 1999, filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003. |  |
3.6 | Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on February 17, 2000, filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003. |  |
3.7 | Certificate of Amendment to the Restated Certificate of Incorporation of Middlesex Water Company, filed with the State of New Jersey on June 5, 2002, filed as Exhibit 3.5 to the Company’s Annual Report on Form 10-K/A-2 for the year ended December 31, 2003. |  |
3.8 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on June 19, 2007, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 30, 2010. |  |
3.9 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 4, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 6, 2019. |  |
3.10 | Certificate of Amendment to the Restated Certificate of Incorporation, filed with the State of New Jersey on September 19, 2019, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 23, 2019. |  |

34

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
3.11 | By-laws of the Company, as amended, filed as Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. |  |
3.12 | Amendments to the by-laws of the Company, included as Exhibit 3(ii) to the Company’s Current Report on Form 8-K dated November 22, 2017. |  |
4.1 | Form of Common Stock Certificate. | 2-55058 | 2(a)
10.1 | Water Service Agreement, dated February 28, 2006, between the Company and Elizabethtown Water Company, filed as Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. |  |
10.2 | Mortgage, dated April 1, 1927, between the Company and Union County Trust Company, as Trustee, as supplemented by Supplemental Indentures, dated as of October 1, 1939 and April 1, 1949. | 2-15795 | 4(a)-4(f)
10.3 | Supplemental Indenture, dated as of July 1, 1964 and June 15, 1991, between the Company and Union County Trust Company, as Trustee. | 33-54922 | 10.4-10.9
10.4 | Agreement for a Supply of Water, dated as of July 27, 2011, between the Company and the Old Bridge Municipal Utilities Authority, filed as Exhibit No. 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011. |  |
10.5 | Water Supply Agreement, dated as of July 14, 1987, between the Company and the Marlboro Township Municipal Utilities Authority, as amended. | 33-31476 | 10.13
10.6 | Water Purchase Contract, dated as of October 24, 2023, between the Company and the New Jersey Water Supply Authority, filed as Exhibit No. 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |  |
10.7 | Treatment and Pumping Agreement, dated October 1, 2014, between the Company and the Township of East Brunswick, filed as Exhibit No. 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |  |
10.8 | Water Supply Agreement, dated June 4, 1990, between the Company and Edison Township. | 33-54922 | 10.24
10.9 | Agreement for a Supply of Water, dated January 1, 2006, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. |  |
10.9(a) | Amendment to Agreement for a Supply of Water, dated as of December 1, 2015, between the Company and the Borough of Highland Park, filed as Exhibit No. 10.9(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. |  |

35

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
(t)10.10 | Middlesex Water Company Supplemental Executive Retirement Plan, filed as Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. |  |
(t)10.11(a) | Middlesex Water Company 2018 Restricted Stock Plan, filed as Appendix A to the Company’s Definitive Proxy Statement, dated and filed April 12, 2018. |  |
(t)10.11(b) | Registration Statement, Form S-8, under the Securities Act of 1933, filed December 18, 2008, relating to the Middlesex Water Company Outside Director Stock Compensation Stock Plan. | 333-156269 |
(t)10.12 | Employment Agreement, dated as of March 1, 2024, between the Company and Nadine Duchemin-Leslie, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated January 23, 2024. |  |
(t)10.12(a) | Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Nadine Leslie, filed as Exhibit 10.6 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |
(t)10.12(b) | Employment Agreement, dated as of June 24, 2024, between the Company and Mohammed G. Zerhouni, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated June 10, 2024. |  |
(t)10.12(c) | Change in Control Termination Agreement, , dated as of June 24, 2024, between the Company and Mohammed G. Zerhouni, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated June 10, 2024. |  |
(t)10.12(d) | Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Lorrie B. Ginegaw, filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |
(t)10.12(e) | Employment Agreement, dated as of December 16, 2024, between the Company and Gregory Sorenson, filed as Exhibit 99.2 of the Company’s Current Report on Form 8-K dated November 26, 2024. |  |
(t)10.12(f) | Change in Control Termination Agreement, dated as of December 16, 2024, between the Company and Gregory Sorenson, filed as Exhibit 99.3 of the Company’s Current Report on Form 8-K dated November 26, 2024. |  |
(t)10.12(g) | Change in Control Termination Agreement, dated as of Novmeber 1, 2024, between the Company and Jay L. Kooper, filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |
(t)10.12(h) | Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Robert K. Fullagar, filed as Exhibit 10.3 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |

36

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
(t)10.12(i) | Change in Control Termination Agreement, dated as of November 1, 2024, between the Company and Georgia M. Simpson, filed as Exhibit 10.4 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |
(t)10.12(j) | Change in Control Termination Agreement, dated as of November 1, 2024 between the Company and Robert J. Capko, filed as Exhibit 10.5 of the Company’s Current Report on Form 8-K dated November 5, 2024. |  |
10.13 | Transmission Agreement, dated October 16, 1992, between the Company and the Township of East Brunswick. | 33-54922 | 10.23
10.13(a) | Amendment, dated November 28, 2016, to Transmission Agreement between the Company and the Township of East Brunswick, filed as Exhibit No. 10.13(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |  |
10.14 | Contract, dated August 20, 2018, between the City of Perth Amboy and Utility Service Affiliates (Perth Amboy), Inc., filed as Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |  |
10.15 | Thirtieth Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated November 1, 2004, between the State of New Jersey and the Company (Series EE), filed as Exhibit No. 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. |  |
10.16 | Thirty-First Supplemental Indenture, dated October 15, 2004, between the Company and Wachovia Bank, National Association; Loan Agreement, dated November 1, 2004, between the New Jersey Environmental Infrastructure Trust and the Company (Series FF), filed as Exhibit No. 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. |  |
10.17(a) | Promissory Note and Supplement, dated October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective October 15, 2014, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |  |

37

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.17(b) | Promissory Note and Supplement, dated March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB; Amendment to Combination Water Utility Real Estate Mortgage and Security Agreement, effective March 29, 2021, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.19(b) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. |  |
10.17(c) | Promissory Note and Supplement, dated May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB; Amendments to Combination Water Utility Real Estate Mortgage and Security Agreement, effective May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(c) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. |  |
10.17(d) | Sixth Amendment to Promissory Note and Supplement, dated as of May 11, 2023, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.17(d) of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. |  |
10.18 | Agreement for a Supply of Water, dated April 1, 2006, between the Company and the City of Rahway, filed as Exhibit No. 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. |  |
10.19 | Loan Agreement, dated November 1, 2006, between the State of New Jersey and the Company (Series GG), filed as Exhibit No. 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. |  |
10.20 | Loan Agreement, dated November 1, 2006, between the New Jersey Environmental Infrastructure Trust and the Company (Series HH), filed as Exhibit No. 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. |  |
10.21 | Loan Agreement, dated November 1, 2007, between New Jersey Environmental Infrastructure Trust and the Company (Series II), filed as Exhibit No. 10.32 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. |  |
10.22 | Loan Agreement, dated November 1, 2007, between the State of New Jersey and the Company (Series JJ), filed as Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007. |  |
10.23 | Loan Agreement, dated November 1, 2008, between New Jersey Environmental Infrastructure Trust and the Company dated as of (Series KK), filed as Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. |  |

38

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.24 | Loan Agreement, dated November 1, 2008, between the State of New Jersey and the Company (Series LL), filed as Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. |  |
10.25 | Prospectus Supplement, filed August 3, 2022, relating to the Middlesex Water Company Investment Plan. | 333-266482 |
10.25(a) | Prospectus Supplement, filed July 25, 2023, relating to the Middlesex Water Company Investment Plan. | 333-266482 |
10.26(a) | Amended and Restated $68,000,000 Revolving Line of Credit Note, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |  |
10.26(b) | Waiver and Amendment to Loan Documents, dated February 9, 2022, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |  |
10.26(c) | Amendment to Loan Documents, dated March 17, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A. filed as Exhibit 10.26(c) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |
10.26(d) | Amendment to Loan Documents, dated April 5, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A, filed as Exhibit 10.26(d) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |

39

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.26(e) | Amendment to Loan Documents, dated June 15, 2023, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A, filed as Exhibit 10.26(e) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023. |  |
10.26(f) | Amendment to Loan Documents, dated January 29, 2024, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(f) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |  |
10.26(g) | Amendment to Loan Documents, dated January 24, 2025, between the Company, Pinelands Wastewater Company, Pinelands Water Company, Tidewater Utilities, Inc., Utility Service Affiliates (Perth Amboy) Inc., Utility Service Affiliates Inc. and While Marsh Environmental Systems, Inc., and PNC Bank, N.A., filed as Exhibit 10.26(g) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |  |
10.27(a) | Uncommitted ($30,000,000) Loan Agreement, dated January 28, 2021, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., Tidewater Environmental Services, Inc., and Bank of America, N.A. filed as Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |  |
10.27(b) | Amendment No. 1 ($60,000,000) to Uncommitted Loan Agreement, dated January 27, 2022, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |  |
10.27(c) | Amendment No. 2 ($60,000,000) to Uncommitted Loan Agreement, dated January 26, 2023, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A. filed as Exhibit 10.27(c) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |  |

40

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.27(d) | Amendment No. 3 ($60,000,000) to Uncommitted Loan Agreement, dated January 25, 2024, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A., filed as Exhibit 10.27(d) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |  |
10.27(e) | Amendment No. 4 ($60,000,000) to Uncommitted Loan Agreement, dated January 24, 2025, between the Company, Tidewater Utilities, Inc., White Marsh Environmental Systems, Inc., Pinelands Water Company, Pinelands Wastewater Company, Utility Service Affiliates, Inc., Utility Service Affiliates (Perth Amboy) Inc., and Bank of America, N.A. , filed as Exhibit 10.27(e) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |  |
10.28 | Fourth Amendment to Promissory Note and Supplement, dated as of August 19, 2020, between Tidewater Utilities, Inc. and CoBank, ACB, filed as Exhibit 10.34 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. |  |
10.29 | Loan Agreement, dated December 1, 2010, between the State of New Jersey and the Company (Series MM), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. |  |
10.30 | Loan Agreement, dated December 1, 2010, between New Jersey Environmental Infrastructure Trust and the Company (Series NN), filed as Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. |  |
10.31 | Loan Agreement, dated May 1, 2012, between the State of New Jersey and the Company, (Series OO), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. |  |
10.32 | Loan Agreement, dated May 1, 2012, between New Jersey Environmental Infrastructure Trust and the Company (Series PP), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. |  |
10.33 | Loan Agreement, dated November 1, 2012, between the New Jersey Economic Development Authority and the Company (Series QQ]), filed as Exhibit 10.41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. |  |
10.34 | Loan Agreement, dated May 1, 2013, between the State of New Jersey and the Company (Series TT), filed as Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. |  |

41

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.35 | Loan Agreement, dated May 1, 2013, between New Jersey Environmental Infrastructure Trust and the Company (Series UU), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. |  |
10.36 | Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series VV), filed as Exhibit 10.43 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |  |
10.37 | Loan Agreement, dated May 1, 2014, between New Jersey Environmental Infrastructure Trust and the Company (Series WW), filed as Exhibit 10.44 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |  |
10.38 | Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series XX), filed as Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |  |
10.39 | Loan Agreement, dated November 1, 2017, between New Jersey Environmental Infrastructure Trust and the Company (Series YY), filed as Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |  |
10.40 | Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018A), filed as Exhibit 10.46 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. |  |
10.41 | Loan Agreement, dated May 1, 2018, between New Jersey Environmental Infrastructure Trust and the Company (Series 2018B), filed as Exhibit 10.47 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. |  |
10.42 | Loan Agreement, dated August 1, 2019, between New Jersey Economic Development Authority and the Company (Series 2019A and Series 2019B), filed as Exhibit 10.50 to the Company’s Current Report on Form 8-K filed September 6, 2019. |  |
10.43 | Bond Purchase Agreement, dated November 16, 2020, between New York Life Insurance Company and Affiliates and the Company (Series 2020A), filed as Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |  |
10.44 | Bond Purchase Agreement, dated November 5, 2021, between New York Life Insurance Company and Affiliates and the Company (Series 2021A and Series 2021B), filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |  |

42

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.45 | Financing Agreement, dated December 16, 2021, between the Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, and Tidewater Utilities, Inc, filed as Exhibit 10.46 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |  |
10.46 | Loan Agreement, dated May 1, 2022, between New Jersey Infrastructure Bank and the Company (Series 2022A), filed as Exhibit 10.40 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. |  |
10.47 | Loan Agreement, dated May 1, 2022, between the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection, and the Company (Series 2022B) filed as Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022. |  |
10.48 | Bond Purchase Agreement, dated March 2, 2023, between New York Life Insurance Company and Affiliates and the Company (Series 2023A) filed as Exhibit 10.48 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |
10.49 | Financing Agreement, dated April 5, 2023, 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., filed as Exhibit 10.49 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |
10.50 | Financing Agreement, dated April 5, 2023, 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, filed as Exhibit 10.50 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |
10.51 | Financing Agreement, dated April 5, 2023, 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, filed as Exhibit 10.51 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. |  |
10.52 | Multiple Advance Term Promissory Note, dated May 22, 2023, between Pinelands Water Company and CoBank, ACB, filed as Exhibit 10.53 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023. |  |
10.53 | Multiple Advance Term Promissory Note, dated May 22, 2023, between Pinelands Wastewater Company and CoBank, ACB, filed as Exhibit 10.54 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023. |  |

43

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
10.54 | Settlement Agreement, dated as of August 28, 2023, between Middlesex Water Company and 3M Company, filed as Exhibit 10.55 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023. |  |
10.55 | Consulting Agreement, dated March 1, 2024, between the Company and Dennis W. Doll, filed as Exhibit 99.4 of the Company’s Current Report on Form 8-K dated January 23, 2024. |  |
10.56 | Financing Agreement (Minos Conaway Project), dated May 17, 2024, 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, filed as Exhibit 10.55 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. |  |
10.57 | Financing Agreement (Kendale Road Project), dated May 17, 2024, 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., filed as Exhibit 10.56 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. |  |
10.58 | Financing Agreement (Bethany Bay Project), dated May 17, 2024, 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, filed as Exhibit 10.57 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. |  |
10.59 | Financing Agreement (DelDOT – Lochmeath), dated May 17, 2024, 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; filed as Exhibit 10.58 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. |  |
10.60 | Financing Agreement (Lead and Copper Rule Service Lines Field Verifications Project), dated September 27, 2024, 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, filed as Exhibit 10.59 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. |  |

44

EXHIBIT INDEX

Exhibit No. | Document Description | Previous Registration No. | Filing’s Exhibit No.
19 | Middlesex Water Company Insider Trading Policy, filed as Exhibit 19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |  |
21 | Middlesex Water Company Subsidiaries, filed as Exhibit 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |  |
*23.1 | Consent of Independent Registered Public Accounting Firm, Baker Tilly US, LLP. |  |
*31 | Section 302 Certification by Nadine Leslie pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. |  |
*31.1 | Section 302 Certification by Mohammed G. Zerhouni pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. |  |
*32 | Section 906 Certification by Nadine Leslie pursuant to 18 U.S.C.§1350. |  |
*32.1 | Section 906 Certification by Mohammed G. Zerhouni pursuant to 18 U.S.C.§1350. |  |
97 | Middlesex Water Company Incentive-Based Award Clawback Policy, filed as Exhibit 97 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |  |
101.INS | XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |  |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |  |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |  |

45

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