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): ~~May~~July 301, 2025

ARTESIAN RESOURCES CORP

(Exact name of registrant as specified in its charter)

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

664 Churchmans Road

Newark, ~~Delaware~~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 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy a~~Election ~~Continued~~of ~~Listing~~Directors; ~~Rule~~Appointment orof ~~Standard~~Certain Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~May~~July 301, 2025, ~~Artesian~~the ~~Resources~~Board ~~Corporation~~of Directors (the “~~Company~~Board”) ~~received~~of aArtesian ~~written~~Resources ~~notice~~Corporation (the “~~Notice~~Company”) ~~from~~elected ~~the Nasdaq~~Salvatore ~~Stock~~J. ~~Market LLC (~~“~~Nasdaq~~Chip”) ~~indicating~~Rossi ~~that~~to ~~the~~serve ~~Company~~as ~~is no longer in compliance with Nasdaq Marketplace Rule 5605(b)(1), which requires that~~ a director ~~majority~~for of the ~~Company’s~~remainder ~~Board~~ of ~~Directors (~~the ~~“Board”)~~three-year beterm ~~“independent~~class ~~directors”~~that ~~as defined~~expires inat ~~Nasdaq~~the ~~Marketplace~~Annual ~~Rule~~Meeting ~~5605(a)(2)~~of (the ~~“Majority~~Class ~~Independent~~B ~~Board~~Voting ~~Requirement”)~~Common ~~and~~shareholders ~~Nasdaq Marketplace Rule 5605(c)(2), which requires the Company~~ to ~~have~~be anheld ~~audit~~in ~~committee~~2027 ~~composed~~and ofuntil athis ~~least~~respective ~~three~~successor ~~“independent~~shall ~~directors”~~be aselected ~~defined in~~and ~~Nasdaq Marketplace Rule 5605(a)(2) (the “Audit Committee Composition Requirement”)~~qualified.

~~The~~Mr. ~~Notice~~Rossi, ~~resulted~~age ~~from~~58, amost ~~director~~recently ~~resignation~~served ~~effective~~as head of Prepaid Card Unemployment Programs at ~~the~~Bank ~~conclusion~~of America, N.A. from September 2021 through June 2025 and president of ~~the~~Bank ~~Company’s~~of America Delaware from April 2010 through June 2025. ~~annual~~He ~~meeting~~joined Bank of America full-time in 1989 and prior to his most recent role, starting in 2018, he held the position of ~~stockholders~~Global onCompliance ~~May~~and 6,Operational ~~2025~~Risk ~~that~~Operations executive. Previously, he was ~~disclosed~~also byBank ~~the~~of ~~Company~~America’s inConsumer aand ~~Form~~Global ~~8-K~~Wealth ~~filed~~& Investment Management Chief Risk Officer. The Board determined that Mr. Rossi’s financial expertise, along with ~~the~~his ~~Securities~~extensive knowledge in risk management and ~~Exchange~~understanding ~~Commission~~of onthe ~~February~~Delaware 7community, ~~2025~~make him well qualified to serve on the Board.

~~The~~Mr. ~~Governance~~Rossi ~~and~~will ~~Nominating~~serve ~~Committee~~on of the ~~Board~~Company’s isAudit ~~conducting~~Committee, athe ~~search to identify and appoint a qualified~~Compensation ~~independent~~Committee, ~~director~~Budget ~~to fill the existing vacancy on the Board~~ and ~~the~~Finance ~~Audit~~ Committee, ofand the ~~Board~~Governance asand ~~expeditiously~~Nominating ~~as possible~~Committee. He Inwill ~~the~~be ~~meantime,~~compensated ~~the~~for ~~Company~~his isservice ~~relying~~ on the ~~cure~~Board ~~period~~and ~~set~~its ~~forth~~committees in ~~Nasdaq Marketplace Rule 5605(b)(1), with~~a ~~respect~~manner toconsistent ~~the Majority Independent Board Requirement and the cure period set forth in Nasdaq Marketplace Rule 5605(c)(4),~~ with ~~respect to~~ the ~~Audit Committee Composition Requirement, each of which gives the~~ Company’s ~~until~~existing ~~the~~compensation ~~earlier~~arrangements offor ~~its~~non-employee next annual meeting of stockholders or May 6, 2026 (or, if the next annual meeting of stockholders is held before November 3, 2025, then not later than November 3, 2025) to satisfy each of these Nasdaq requirementsdirectors.

There ~~can~~is be no ~~assurance~~arrangement ~~that~~or ~~the~~understanding ~~Company~~between ~~will~~Mr. beRossi ~~able~~and any other person pursuant to ~~regain~~which ~~compliance~~he ~~within~~was ~~the~~selected ~~specified~~as ~~cure~~a ~~period~~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.

		ARTESIAN RESOURCES CORPORATION
Date: June 5, 2025		By: /s/ David B. Spacht
Date: July 1, 2025		By: /s/ David B. Spacht
		David B. Spacht
		Chief Financial Officer

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