[8-K] Chesapeake Utilities Reports Material Event

Rhea-AI Filing Summary

Allegion plc (NYSE: ALLE) filed a Form 144 indicating an insider’s intent to sell 3,849 ordinary shares on or about 25 Jul 2025 through UBS Financial Services. The proposed sale has an aggregate market value of $634,653 versus ~85.8 million shares outstanding, representing only 0.0045% of total equity. The shares derive from multiple equity-based awards (option exercise, RSU and PSU vesting) acquired between 2021-2025 and will be sold for cash. No other sales by this person were reported in the past three months. By signing, the seller certifies no undisclosed material adverse information exists.

Positive

• Fractional size: Sale equals only ~0.005% of shares outstanding, implying minimal dilution or supply pressure.

Negative

• Insider selling can be perceived negatively, hinting at reduced confidence or personal liquidation, though context is limited.

Insights

Financial Analyst

TL;DR: Minor insider sale (0.005% float) — informational, not price-moving.

The Form 144 discloses a prospective divestiture of 3,849 ALLE shares worth roughly $0.63 million. Against an 85.8 million share base, dilution/float impact is <0.01%, so liquidity and control remain unaffected. The stock originates from routine incentive grants (options/RSUs/PSUs) and the seller reports no other recent transactions. While insider selling can signal caution, the small size and diversification purpose suggest neutral implications. No financial results, guidance changes or strategic events are included, so overall market impact is limited.

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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 25, 2025

 __________________

Chesapeake Utilities Corporation

(Exact name of registrant as specified in its charter)

  __________________

 

Delaware

001-11590

51-0064146

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

500 Energy Lane, Dover, Delaware 19901

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: 302.734.6799

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:

☐ 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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock - par value per share $0.4867

CPK

New York Stock Exchange

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.

(b) On July 25, 2025, the Board of Directors (the “Board”) of Chesapeake Utilities Corporation (the “Company”) accepted the resignation of Stephanie N. Gary as a Class I director of the Company and as a member of the Audit Committee of the Board. Ms. Gary offered her resignation in accordance with the Company’s Corporate Governance Guidelines in connection with a change in her employment. Ms. Gary’s resignation was not the result of any disagreement with the Company, its management or its operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

 

						Chesapeake Utilities Corporation
Date: July 25, 2025						/s/ Beth W. Cooper
						Beth W. Cooper
						Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary

FAQ

How many Allegion (ALLE) shares are being sold under this Form 144?

The notice covers 3,849 ordinary shares.

What is the market value of the proposed ALLE share sale?

The aggregate market value is $634,653.

When is the approximate sale date for the Allegion shares?

The shares are expected to be sold on or around July 25, 2025.

What percentage of Allegion's shares outstanding does this sale represent?

Roughly 0.0045% of the 85.8 million shares outstanding.

Which broker will execute the sale of ALLE shares?

The shares will be sold through UBS Financial Services Inc.

What was the source of the shares being sold?

They were acquired via option exercise and RSU/PSU vesting events between 2021-2025.