Chesapeake Utils Corp SEC Filings

Chesapeake Utilities Corporation expanded its Board from seven to eight directors and appointed Elisabeth A. Eden as a Class II director, effective September 15, 2025. The Board expects Ms. Eden to stand for election at the company's 2026 Annual Meeting of Stockholders. The Board concluded Ms. Eden is independent under NYSE and SEC standards and designated her as an Audit Committee member and an "audit committee financial expert" under SEC rules.

Ms. Eden received pro‑rata portions of the annual non‑employee cash retainer of $90,000, the annual non‑employee equity retainer valued at $120,000 (shares issued based on the September 12, 2025 closing stock price), and the pro‑rata Audit Committee cash retainer of $8,500 for the September 2025–May 2026 term. The equity awards were issued under the 2023 Stock and Incentive Compensation Plan and were fully vested on issuance. A press release with biographical details was issued on September 16, 2025 and is filed as Exhibit 99.1.

Chesapeake Utilities Corporation (CPK) submitted an S-3ASR registration filing that includes its dividend reinvestment plan options, exhibit references to its amended and restated Certificate of Incorporation and Bylaws, consent and opinion exhibits from legal and audit advisors, and a filing fee table showing total fees of $127,847.58. The document is signed by the CEO, CFO and multiple directors with signatures dated August 25, 2025. The filing also lists DRIP election choices and related per-transaction fees.

Q2-25 results: Operating revenue grew 16% YoY to $192.8 mn, paced by Regulated Energy (+16%) and Unregulated Energy (+16%). Operating income rose 23% to $50.3 mn, expanding margin to 26.1%. Net income increased 31% to $23.9 mn; diluted EPS gained 25% to $1.02. First-half revenue reached $491.5 mn (+19%) and EPS climbed to $3.22 (+12%).

Cash & capital: Operating cash flow slipped 17% to $139.2 mn while capex accelerated to $213.9 mn. Funding came from $46.6 mn net revolver draws and $61.2 mn ATM equity, lifting short-term debt to $245.3 mn. Long-term debt held near $1.25 bn; equity improved to $1.50 bn. Cash ended at $1.5 mn.

Regulatory & growth drivers: New rate settlements add ~$18 mn of annual revenue (Delaware $6.1 mn, Maryland $3.5 mn, Florida electric $8.6 mn). Eastern Shore won FERC approval for revised rates on the Worcester Resiliency Upgrade. Multiple pipeline/extensions (Wildlight, Newberry, East/Central FL, Pioneer Header) and GUARD/SAFE infrastructure programs support long-term growth. Dividend increased to $0.685/sh; 23.54 mn shares outstanding (4-Aug-25).

This Form 4/A is an amendment to an insider trading report for Michael D. Galtman, Senior VP & CAO of Chesapeake Utilities (CPK), originally filed on February 28, 2025, for transactions occurring on February 26, 2025.

Key transaction details:

• Galtman earned 1,642 shares of common stock through a performance share agreement
• 1,166 shares were directly issued to Galtman
• 476 shares were withheld at $126.58 per share to cover tax liabilities
• Following the transaction, Galtman beneficially owns 2,473 shares directly and 200 shares indirectly through a 401k plan

The amendment was filed through Beth W. Cooper via Power of Attorney on June 23, 2025, clarifying the details of the performance share award and associated tax withholding.

This Form 4/A amends a previously filed insider trading report for Kevin J. Webber, Senior VP & Chief Development Officer of Chesapeake Utilities (CPK), correcting information about transactions that occurred on February 26, 2025.

Key transaction details:

• A performance share agreement resulted in 1,911 total shares being earned
• 1,866 deferred stock units were granted
• 45 shares were used to cover tax liability at $126.58 per share
• Following the transaction, Webber owns 11,217 shares directly (including 6,004 deferred stock units) and 492 shares indirectly through a 401k plan

The amendment was filed by Beth W. Cooper through power of attorney on June 23, 2025, clarifying that no actual shares were issued directly to Webber as part of this performance award.

This Form 4/A filing amends a previous insider trading report for Jeffery S. Sylvester, Senior VP & COO of Chesapeake Utilities (CPK), originally filed on February 28, 2025. The amendment provides clarification on transactions that occurred on February 26, 2025.

Key transaction details:

• 2,112 shares were earned through a performance share agreement
• Distribution breakdown: 359 shares issued directly, 1,584 deferred stock units granted, and 169 shares used for tax liability
• Current holdings include 12,717 shares held directly (including 9,918 deferred stock units) and 179 shares in 401k plan
• Previously unreported: 66 shares acquired through dividend reinvestment from October 2023 through January 2025

The amendment was signed by Beth W. Cooper via Power of Attorney on June 23, 2025, providing additional transparency on the executive's equity compensation and ownership structure.