Middlesex Water Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$MSEX
Water Supply
Utilities
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): February 20, 2026
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Item 1.01 Entry into a Material Definitive Agreement.
On February 20, 2026, Middlesex Water Company (“Middlesex”) entered into an Amendment (the “Amendment”) to the ATM Equity OfferingSM Sales Agreement (as amended, the “Equity Sales Agreement”) with BofA Securities, Inc., Robert W. Baird & Co. Incorporated, Huntington Securities, Inc. (“Huntington”), and Janney Montgomery Scott LLC (“Janney”), relating to Middlesex’s ongoing sale of shares of Middlesex common stock, no par value, from time to time at the then prevailing market prices in an amount not to exceed $110,000,000, (the “Shares”), through “at-the-market” offerings (the “Offering”).
Pursuant to the Amendment, Janney ceased to act as a sales agent under the Equity Sales Agreement and Huntington was added as a sales agent thereunder. Except as expressly set forth in the Amendment, the Equity Sales Agreement remains in full force and effect and the terms of the Offering, including the manner of sale, commissions, and maximum aggregate offering amount, were not modified.
On February 20, 2026, Middlesex filed a supplement to the prospectus supplement, dated as of May 12, 2025, with the Securities and Exchange Commission primarily updating the prospectus supplement to reflect Middlesex's entry into the Amendment. Any sales and issuances of Shares under the Equity Sales Agreement will be made pursuant to Middlesex’s effective shelf registration statement on Form S-3 (File No. 333-287177) and the prospectus supplement, as supplemented by the supplement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities under the Equity Sales Agreement, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number | Description of Document | ||||
| 1.1 | |||||
| 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 by the undersigned hereunto duly authorized.
| MIDDLESEX WATER COMPANY | |||||
By: /s/ Mohammed G. Zerhouni | |||||
| Senior Vice President, Chief Financial Officer and Treasurer | |||||
Date: February 24, 2026