[8-K] Artesian Resources Corp Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Artesian Resources Corporation (NASDAQ: ARTNA) filed an 8-K announcing the election of Salvatore J. “Chip” Rossi, age 58, to its Board of Directors effective July 1, 2025. Rossi will fill the remainder of a three-year Class B term that ends at the 2027 annual meeting and will serve until a successor is elected and qualified.

Rossi’s 36-year career at Bank of America includes senior roles such as President of Bank of America Delaware (2010-2025), Global Compliance & Operational Risk Operations Executive, and Consumer & Global Wealth & Investment Management Chief Risk Officer. Most recently, he led the bank’s Prepaid Card Unemployment Programs (2021-2025). The Board cited his deep financial expertise, risk-management background, and familiarity with the Delaware community as key qualifications.

The new director will join four key board committees:

Audit Committee
Compensation Committee
Budget & Finance Committee
Governance & Nominating Committee

Rossi will receive standard non-employee director compensation. The company disclosed no related-party transactions involving Rossi.

No other material items, financial results, or strategic transactions were reported in this filing.

Insights

TL;DR: Seasoned Bank of America executive joins ARTNA board, strengthening risk and finance oversight; limited direct financial impact.

The appointment of Salvatore Rossi adds a director with decades of large-bank risk management and compliance experience. His presence should enhance board oversight of internal controls, audit quality, and strategic financing decisions—topics material for a regulated utility holding company. However, the filing contains no immediate capital allocation moves, earnings guidance, or regulatory developments. Governance upgrades are typically viewed positively by institutional investors but seldom move the share price in the near term. Therefore, the disclosure is governance-positive yet financially neutral.

07/01/2025 - 02:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 1, 2025

ARTESIAN RESOURCES CORP

(Exact name of registrant as specified in its charter)

DE		000-18516		51-0002090
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

664 Churchmans Road

Newark, DE 19702

(Address of principal executive offices, including zip code)

(302) 453-6900

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ARTNA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, the Board of Directors (the “Board”) of Artesian Resources Corporation (the “Company”) elected Salvatore J. “Chip” Rossi to serve as a director for the remainder of the three-year term class that expires at the Annual Meeting of the Class B Voting Common shareholders to be held in 2027 and until his respective successor shall be elected and qualified.

Mr. Rossi, age 58, most recently served as head of Prepaid Card Unemployment Programs at Bank of America, N.A. from September 2021 through June 2025 and president of Bank of America Delaware from April 2010 through June 2025. He joined Bank of America full-time in 1989 and prior to his most recent role, starting in 2018, he held the position of Global Compliance and Operational Risk Operations executive. Previously, he was also Bank of America’s Consumer and Global Wealth & Investment Management Chief Risk Officer. The Board determined that Mr. Rossi’s financial expertise, along with his extensive knowledge in risk management and understanding of the Delaware community, make him well qualified to serve on the Board.

Mr. Rossi will serve on the Company’s Audit Committee, the Compensation Committee, Budget and Finance Committee, and the Governance and Nominating Committee. He will be compensated for his service on the Board and its committees in a manner consistent with the Company’s existing compensation arrangements for non-employee directors.

There is no arrangement or understanding between Mr. Rossi and any other person pursuant to which he was selected as a director, and there are no transactions in which Mr. Rossi has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number:		Title:

99.1*		Press Release, issued on July 1, 2025, by Artesian Resources Corporation.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Exhibit 99.1 is intended to be deemed furnished rather than filed pursuant to General Instruction B.2. of Form 8-K.

SIGNATURES

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