[8-K] MIDDLESEX WATER CO Reports Material Event

Rhea-AI Filing Summary

Middlesex Water Company reported 2025 net income of $42.8 million, down from $44.4 million, with diluted EPS of $2.36 versus $2.47 in 2024. Operating revenues rose to $194.7 million from $191.9 million as rate increases and customer growth more than offset weather-driven lower consumption.

The company invested $96 million in water and wastewater infrastructure in 2025 and plans about $126 million in 2026, with $506 million of capital investment expected from 2026 through 2028, including $255 million for PFAS treatment at its Carl J. Olsen plant. New Jersey regulators approved a general rate case settlement authorizing a $14.5 million annual operating revenue increase, a 9.6% allowed return on equity and a 54.25% common equity ratio, plus RESIC/DSIC surcharge programs that allow recovery of up to $10.7 million in qualifying capital investments via semi-annual filings.

Middlesex’s Tidewater subsidiary acquired the Pinewood Acres water utility assets in Delaware for $0.2 million, adding about 350 customers. The board declared a quarterly cash dividend of $0.36 per share, payable March 2, 2026 to shareholders of record on February 17, 2026.

Insights

Utility sector equity analyst

Modest earnings decline offset by constructive rate case and large planned capital program.

Middlesex Water posted 2025 diluted EPS of $2.36, down from $2.47, as prior-year one-time cost recovery and weather-muted consumption weighed on results. Yet operating revenues increased to $194.7 million, supported by rate increases and customer growth across the Middlesex, Tidewater and Pinelands systems.

Looking ahead, the approved New Jersey rate case appears significant. Regulators granted a $14.5 million annual operating revenue increase, an authorized return on equity of 9.6% and a 54.25% common equity ratio. RESIC and DSIC mechanisms allow semi-annual surcharge filings for qualifying capital work, with recovery of up to $10.7 million in investments.

The company outlines an intensive capital plan, with about $96 million invested in 2025 and a projected $506 million from 2026–2028, including $255 million for PFAS treatment at the Carl J. Olsen plant. Execution, regulatory support and timely cost recovery will be key themes in future financial updates.

0000066004FALSE00000660042026-02-192026-02-19

+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: February 19, 2026

MIDDLESEX WATER COMPANY

(Exact name of registrant as specified in its charter)

New Jersey

0-422

22-1114430

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

485C Route 1 South, Suite 400, Iselin, New Jersey 08830

(Address of Principal Executive Offices) (Zip Code)

732-634-1500

(Registrant’s telephone number, including area code)

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:

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

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

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

o    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, No Par Value			MSEX			The NASDAQ Stock Market, LLC

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 o

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. o

Item 2.02 Results of Operations and Financial Condition.

On February 19, 2026, Middlesex Water Company announced its financial results for the fourth quarter and year ended 2025. A copy of the press release announcing these results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

The information in Item 2.02, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits

Exhibit Number			Description of Document
99.1			Press Release issued by Middlesex Water Company dated February 19, 2026 reporting 2025 Earnings
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 of the undersigned hereunto duly authorized.

MIDDLESEX WATER COMPANY

(Registrant)

/s/ Mohammed G. Zerhouni

Sr. Vice President, Chief Financial Officer

and Treasurer

Dated: February 19, 2026

2

Middlesex Water Company Reports 2025 Earnings

•Diluted earnings per share (“EPS”) of $2.36

•Invested $96 million in water and wastewater utility infrastructure during 2025, successfully delivering the planned 2025 capital investments

•Utility infrastructure investment of $506 million planned from 2026 through 2028

•Constructive outcome of regulatory proceedings in New Jersey

•Declared $0.36 per share common stock dividend

ISELIN, N.J., February 19, 2026 -- Middlesex Water Company (“Middlesex” or the “Company”) (NASDAQ: MSEX) today announced financial results for the fourth quarter and year end 2025.

“We appreciate the diligence and commitment of the New Jersey Board of Public Utilities Staff and the Division of Rate Counsel throughout the review of our general rate case,” said Nadine Leslie, Chair, President and Chief Executive Officer of Middlesex Water Company. “This constructive outcome supports our selective and sustainable growth strategy, enabling continued prudent investment in the Middlesex System to provide safe and reliable water utility service, while maintaining affordability and strengthening long‑term value for our customers and shareholders.”

2025 Results

Net income for 2025 was $42.8 million, a $1.5 million decrease when compared to 2024. Diluted earnings per share were $2.36 and $2.47 for 2025 and 2024, respectively. The decrease is attributable to the one-time recovery in 2024 of previously incurred depreciation, operating and carrying costs of $4.3 million (net of tax) associated with the construction and operation of the water treatment facilities at Middlesex’s Park Avenue water treatment plant and lower consumption driven by unfavorable weather, offset by rate increases and customer growth.

Operating revenues for 2025 were $194.7 million, an increase of approximately $2.8 million over the same period in 2024. Operating revenues increased $1.5 million in the Middlesex System, $1.6 million in the Tidewater System and $0.2 million in the Pinelands System, largely driven by rate increases and customer growth, partially offset by lower consumption driven by unfavorable weather and a $0.6 million decrease primarily due to lower supplemental contract services revenue in our non-regulated businesses.

Operating expenses for 2025 increased $1.7 million over the same period in 2024, primarily due to higher depreciation expense, partially offset by lower operating and maintenance expenses. Operating and maintenance expenses decreased due to higher capitalizable costs and lower legal, financial and regulatory matter costs, partially offset by increased production costs from weather-driven lower water quality, increased weather-driven main break repair costs, higher labor cost due to wage and employee headcount increases and the one-time recovery in 2024 of previously incurred water treatment operating costs at Middlesex’s Park Avenue Plant. Depreciation expense increased due to higher average utility plant in service and the one-time recovery in 2024 of previous depreciation costs related to the Perfluoroalkyl Substances (“PFAS”) treatment upgrades at Middlesex’s Park Avenue water treatment plant.

Fourth Quarter 2025 Results

Middlesex reported net income of $8.6 million and diluted EPS of $0.46 for the fourth quarter of 2025, compared to net income of $8.8 million and diluted EPS of $0.49 for the same quarter in 2024. The decrease is driven by higher interest expense and income taxes offset in part by higher operating income.

Selective and Sustainable Growth

Middlesex invested approximately $96 million to upgrade, replace and enhance the resiliency of its water and wastewater utility infrastructure during 2025.

In 2026, the Company plans to invest approximately $126 million in infrastructure investments, including our RENEW program to replace water mains in our Middlesex System, installation of hydrants and meters, and various water main and services replacements and improvements. From 2026 through 2028, the Company expects to invest $506 million in infrastructure investments, which includes approximately $255 million to install treatment for PFAS at our Carl J. Olsen surface water treatment plant in Edison, New Jersey.

In February 2026, the New Jersey Board of Public Utilities ("NJBPU") approved the settlement agreement in our general base rate application between Middlesex and Pinelands, NJBPU Staff and the New Jersey Division of Rate Counsel, with new rates effective February 23, 2026. The NJBPU order approved an increase in our annual operating revenues by $14.5 million, an authorized return on common equity of 9.6% and a common equity ratio of 54.25%.

In addition, in February 2026, the NJBPU approved a Resiliency and Environmental System Improvement Charge ("RESIC") and a Distribution System Improvement Charge ("DSIC") Foundational Filing for the three- year period ending October 28, 2028. Under the approved combined RESIC and DSIC programs, our New Jersey regulated utilities will submit semi-annual surcharge filings to the NJBPU for qualifying capital investments completed every six-month period to be recovered up to $10.7 million.

In January 2026, Tidewater Utilities, Inc., a wholly owned subsidiary of Middlesex, completed the acquisition of the water utility assets of the Pinewood Acres' water utility assets, as approved by the Delaware Public Service Commission, for $0.2 million. Pinewood Acres serves approximately 350 customers in Kent County, Delaware.

Dividend Declared

On January 27, 2026, the Company’s Board of Directors declared a first quarter cash dividend of $0.36 per common share. Dividends on common shares will be paid on March 2, 2026, to shareholders of record as of February 17, 2026. Middlesex has paid cash dividends in varying amounts continually since 1912.

About Middlesex Water Company

Middlesex Water Company (“Middlesex”) is one of the nation’s premier investor-owned water and wastewater utilities. Established in 1897, Middlesex is a trusted provider of life-sustaining services to more than half a million people in New Jersey and Delaware. The company focuses on employee engagement, operational excellence, superior customer experience, investment in infrastructure, and selective and sustainable growth to deliver value to our customers, investors, and the communities we serve.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX” or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results of operations as well as any other statements that do not directly relate to any historical or current facts. These

statements reflect the Company’s current views and information currently available. This information is based on estimates, assumptions, and analysis that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees,” or the negative of those words or other comparable terminology. The Company intends that these statements be covered by the safe harbors created under those laws. Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, whether as a result of new information, future events or otherwise.

Media Contact:

Summer DeFEO, Director of Communications

sdefeo@middlesexwater.com

(732) 638-7510

Investor Relations Contact:

Jennifer Ketschke, Director of Investor Relations & Treasury

InvestorRelations@middlesexwater.com

(732) 638-7523

MIDDLESEX WATER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

			Years Ended December 31,												Three Months Ended December 31,
			2025						2024						2025						2024
Operating Revenues			$194,694						$191,877						$46,979						$47,107
Operating Expenses:
Operations and Maintenance			91,291						92,363						23,378						24,714
Depreciation			27,113						24,430						6,942						6,420
Other Taxes			21,914						21,874						5,454						5,444
Total Operating Expenses			140,318						138,667						35,774						36,578
Operating Income			54,376						53,210						11,205						10,529
Other Income (Expense):
Allowance for Funds Used During Construction			1,618						1,254						400						467
Other Income (Expense), net			5,944						10,815						1,580						1,613
Total Other Income, net			7,562						12,069						1,980						2,080
Interest Charges			14,295						14,023						3,760						3,302
Income before Income Taxes			47,643						51,256						9,425						9,307
Income Taxes			4,821						6,905						820						503
Net Income			42,822						44,351						8,605						8,804
Preferred Stock Dividend Requirements			76						112						17						23
Earnings Applicable to Common Stock			$42,746						$44,239						$8,588						$8,781
Earnings per share of Common Stock:
Basic			$2.36						$2.48						$0.46						$0.49
Diluted			$2.36						$2.47						$0.46						$0.49
Average Number of
Common Shares Outstanding:
Basic			18,096						17,842						18,404						17,881
Diluted			18,137						17,946						18,435						17,954

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 75.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB