Artesian Resources (NASDAQ: ARTNA) amends annual report to fix filer status

Rhea-AI Filing Summary

Artesian Resources Corporation filed an amendment to its annual report for the year ended December 31, 2025 to correct its filer status on the cover page. The company clarifies that it is a Non-Accelerated Filer, after previously marking the Accelerated Filer box in error.

The amendment does not change any financial statements or other disclosures from the original annual report. It includes only the revised cover page, an explanatory note, an exhibit index, signatures, and updated CEO and CFO certifications under Section 302 of the Sarbanes-Oxley Act.

As additional context, the aggregate market value of Class A Non-Voting Common Stock held by non-affiliates was $305,477,587 and of Class B Common Stock was $8,714,838 as of June 30, 2025. As of March 10, 2026, 9,436,930 Class A shares and 881,452 Class B shares were outstanding.

Key Figures

Class A non-affiliate market value: $305,477,587 Class B non-affiliate market value: $8,714,838 Class A shares outstanding: 9,436,930 shares +2 more

5 metrics

Class A non-affiliate market value $305,477,587 Aggregate market value as of June 30, 2025

Class B non-affiliate market value $8,714,838 Aggregate market value as of June 30, 2025

Class A shares outstanding 9,436,930 shares Outstanding as of March 10, 2026

Class B shares outstanding 881,452 shares Outstanding as of March 10, 2026

Filer status Non-Accelerated Filer Corrected on the annual report cover page

Key Terms

Non-Accelerated Filer, Accelerated Filer, Section 302 of the Sarbanes-Oxley Act of 2002, Inline XBRL

4 terms

Non-Accelerated Filer regulatory

"The purpose of this Amendment is to check the box indicating the Company is a Non-Accelerated Filer."

A non-accelerated filer is a publicly traded company whose market value and regulatory status place it in the smaller reporting category, so it faces longer deadlines and fewer near-term compliance requirements for filing financial reports with regulators. For investors, that matters because smaller companies often provide financial updates on a slower timetable and are subject to lighter external audit rules, which can affect how quickly new information reaches the market.

Accelerated Filer regulatory

"Specifically, the Company erroneously checked the box indicating it is an Accelerated Filer."

An accelerated filer is a public company that meets regulatory size and reporting history thresholds and therefore must meet faster deadlines and stricter disclosure rules for periodic financial reports. For investors, that means financial statements arrive sooner and the company faces higher oversight and expectations for timely, accurate reporting—think of it as being placed in a faster highway lane that also has tighter traffic rules, which can reduce information lag and signal greater regulatory scrutiny.

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002."

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

How to Read a 10-K Annual Report →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2025

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 000-18516

ARTESIAN RESOURCES CORPORATION

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(Exact name of registrant as specified in its charter)

Delaware	51-0002090
--------------------------------------------------------------------	-------------------------------------------------
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

664 Churchmans Road, Newark, Delaware 19702

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Address of principal executive offices

(302) 453 – 6900

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Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock	ARTNA	The Nasdaq Stock Market

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 every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

1

☑ 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 report 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 Class A Non-Voting Common Stock and Class B Common Stock held by non-affiliates of the registrant at June 30, 2025 was $305,477,587 and $8,714,838, respectively.  The aggregate market value of Class A Non-Voting Common Stock was computed by reference to the closing price of such class as reported on the Nasdaq Global Select Market on June 30, 2025, which trade date was June 30, 2025.  The aggregate market value of Class B Common Stock was computed by reference to the last reported trade of such class as reported on the OTC Bulletin Board as of June 30, 2025, which trade date was June 25, 2025.

As of March 10, 2026, 9,436,930 shares of Class A Non-Voting Common Stock and 881,452 shares of Class B Common Stock were outstanding.

EXPLANATORY NOTE

Artesian Resources Corporation (the "Company") is filing this Amendment No. 1 (“Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2025 (the "Original 10-K"), which was filed with the Securities and Exchange Commission (the "SEC") on March 16, 2026, solely to correct an error on the cover page regarding the Company's filer status.

Specifically, the Company erroneously checked the box indicating it is an Accelerated Filer. The purpose of this Amendment is to check the box indicating the Company is a Non-Accelerated Filer.  This Amendment contains only the cover page, this explanatory note, the exhibit index, the signature page and the new certifications (as further explained in the last paragraph of this explanatory note).

Except for the foregoing, no other changes have been made to the Original 10-K, and this Amendment does not amend, update, or modify any other part of the Original 10-K, including the financial statements or disclosures therein. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original 10-K.

In accordance with SEC rules, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits 31.1 and 31.2 to this Amendment.  As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraph 3 of the certifications has been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.

2

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

We have filed the exhibits listed in the Exhibit Index below in this Form 10-K/A:

	EXHIBIT LIST
Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

  *Filed herewith.

SIGNATURES

ARTESIAN RESOURCES CORPORATION

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date April 1, 2026	By: /s/ DAVID B. SPACHT
	David B. Spacht
	Chief Financial Officer (Principal Financial Officer)

3

0000863110 false FY 0000863110 2025-01-01 2025-12-31 0000863110 us-gaap:CommonClassAMember 2025-06-30 0000863110 us-gaap:CommonClassBMember 2025-06-30 0000863110 us-gaap:CommonClassAMember 2026-03-10 0000863110 us-gaap:CommonClassBMember 2026-03-10 iso4217:USD xbrli:shares

FAQ

What change does Artesian Resources (ARTNA) make in this 10-K/A?

The amendment corrects Artesian Resources’ filer status from Accelerated Filer to Non-Accelerated Filer. No financial statements or other disclosures from the original annual report are revised in this amendment.

Does Artesian Resources (ARTNA) change any 2025 financial results in this filing?

No, the amendment does not change any 2025 financial statements or narrative disclosures. It only updates the cover page filer status and provides related CEO and CFO Section 302 certifications.

What is the aggregate market value of Artesian Resources’ Class A shares?

The aggregate market value of Class A Non-Voting Common Stock held by non-affiliates was $305,477,587 as of June 30, 2025, based on the Nasdaq Global Select Market closing price that day.

How many Artesian Resources (ARTNA) shares were outstanding in March 2026?

As of March 10, 2026, Artesian Resources had 9,436,930 shares of Class A Non-Voting Common Stock and 881,452 shares of Class B Common Stock outstanding, reflecting its dual-class share structure.

What certifications are included in this Artesian Resources amendment?

The amendment includes new Section 302 certifications from the principal executive and financial officers, filed as Exhibits 31.1 and 31.2. Section 1350 certifications are omitted because no financial statements are included.

Does this Artesian Resources 10-K/A involve error corrections or restatements?

The amendment corrects only an administrative error in filer status on the cover page. It does not restate or correct previously issued financial statements and does not trigger compensation recovery analysis.