UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 1222, 2025

MIDDLESEX WATER COMPANY

(Exact Name of Registrant as Specified in Charter)

New Jersey	0-422	22-1114430
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

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

(Address of Principal Executive Offices, and 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 (see General Instruction A.2. below):

¨☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders

~~On May 12, 2025,~~ Middlesex Water Company (~~“Middlesex”) entered into an ATM Equity OfferingSM Sales Agreement (~~the “~~Equity Sales Agreement~~Company”) ~~with BofA Securities,~~ ~~Inc.,~~held ~~Robert~~its W.Annual ~~Baird~~Meeting &of ~~Co.~~Shareholders ~~Incorporated,~~on ~~and Janney Montgomery Scott LLC~~Tuesday, asMay ~~sales agents and/or principal (each~~20, ~~a “Sales Agent” and collectively~~2025, ~~the~~via ~~“Sales~~virtual ~~Agents”),~~audio towebcast. ~~sell~~Management’s ~~shares~~presentation ofat ~~Middlesex common stock, no par value (~~the Annual Meeting ~~“Common~~of ~~Stock”),~~Shareholders ~~from~~is ~~time~~available toon ~~time at~~ the ~~then~~Company’s ~~prevailing~~website ~~market~~www.middlesexwater.com ~~prices~~ in anthe ~~amount~~Investors ~~not~~section tounder ~~exceed $110,000,000, (the~~Financials/Annual Meeting ~~“Shares”),~~and ~~through~~also “at~~-the-market”~~ ~~offerings (the “Offering”)~~www.virtualshareholdermeeting.com/MSEX2025. ~~Middlesex~~The ~~intends~~presentation ~~to use~~is ~~the~~also ~~net~~filed ~~proceeds~~herewith ~~from~~as ~~the~~Exhibit ~~sale~~99.1 ~~of any Shares to fund our capital expenditures, to purchase~~ and ~~maintain~~is ~~plant equipment, as well as~~hereby ~~other~~incorporated ~~general~~by ~~corporate purposes~~reference.

~~Upon~~The ~~instruction~~Company’s ~~by Middlesex to a Sales Agent,~~shareholders ~~and~~voted ~~subject~~on to the ~~terms~~following ~~and~~proposals ~~conditions~~set offorth ~~the~~in Equity Sales Agreement, such Sales Agent will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal laws, rules and regulations, and the ~~rules of the Nasdaq Global Select Market to sell Shares based upon Middlesex~~Company’s ~~instructions~~Definitive ~~for~~Proxy ~~the~~Statement ~~sales,~~on ~~including~~Schedule ~~any price~~14A, ~~time~~(2025 orProxy ~~size~~Statement) ~~limits specified~~which bywas ~~Middlesex.~~filed ~~Under~~with the ~~Equity~~Securities ~~Sales~~and ~~Agreement,~~Exchange ~~the~~Commission ~~Sales Agents may sell the Shares by means of ordinary brokers’ transactions~~ on ~~Nasdaq~~April or10, ~~otherwise at market prices prevailing at the time of sale~~2025, atand ~~prices~~mailed ~~related~~ to prevailing market prices or at negotiated prices. The Sales Agents’ obligations to sell the Shares under the Equity Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions.shareholders:

~~The~~1) ~~Equity~~A ~~Sales~~proposal ~~Agreement~~to ~~provides~~elect ~~that the~~two ~~Sales~~nominees ~~Agents will be entitled~~ to ~~compensation for their services in~~ the ~~form~~Board of– aDirectors ~~commission~~Steven ~~of up to 2~~M.0% ofKlein ~~the~~and ~~aggregate~~Amy ~~gross proceeds~~B. ~~from~~Mansue ~~each~~(Class ~~sale~~II ~~of the Shares~~Directors), ~~and Middlesex has agreed~~ to ~~reimburse~~a ~~the~~three-year ~~Sales~~term ~~Agents~~and ~~for~~one ~~certain specified expenses~~director, ~~subject to~~Walter ~~such limitations set forth in the Equity Sales Agreement~~G. ~~Middlesex~~Reinhard is(Class ~~not~~III ~~obligated~~Director), to ~~sell~~a ~~any~~one-year ~~Shares under the Equity Sales Agreement~~term. The ~~Equity~~directors ~~Sales~~were ~~Agreement~~elected ~~may~~and bereceived ~~terminated by Middlesex at any time by giving advance written notice to~~ the ~~Sales~~following Agents for any reason or by each Sales Agent at any time, with respect to such Sales Agent only, by giving advance written notice to Middlesex for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change with respect to Middlesex.votes:

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) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2025. On the date hereof, Middlesex filed a prospectus supplement with the SEC in connection with the offer and sale of Shares pursuant to the Equity Sales Agreement.

Director (Class II)	For	Withheld	Broker Non-Votes
Steven M. Klein	11,875,955	1,310,883	2,596,411
Amy B. Mansue	12,360,879	825,959	2,596,411
Director (Class III)
Walter G. Reinhard	10,360,922	2,825,916	2,596,411

~~The~~2) ~~foregoing~~A ~~description~~proposal ofto ~~the~~approve ~~Equity Sales~~a ~~Agreement~~non-binding isadvisory ~~not~~resolution ~~complete~~approving ~~and is qualified in its entirety by reference to~~ the ~~full~~compensation ~~text~~ of ~~such~~the ~~agreement,~~Company’s anamed ~~copy~~executive ofofficers ~~which is filed herewith~~ as ~~Exhibit~~disclosed ~~1.1~~in tothe ~~this~~2025 ~~Current~~Proxy ~~Report~~Statement. onThe ~~Form~~proposal ~~8-K~~was approved and isreceived ~~incorporated~~the ~~herein~~following ~~by reference.~~votes:

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.

For	Against	Abstain	Broker Non-Votes
11,303,565	1,780,684	102,589	2,596,411

3) ~~Item~~A ~~8.01~~proposal ~~Other~~to ~~Events~~ratify the appointment by the Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved and received the following votes:

In connection with the Offering, the legal opinion as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.

For	Against	Abstain	Broker Non-Votes
15,600,751	106,216	76,282	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.		Description of Document
99.1		Management presentation at the Annual Meeting of Shareholders held May 20, 2025
104		The cover page interactive data file, formatted in Inline XBRL

Exhibit
No.		Description of Document
1.1		ATM Equity Offering Sales Agreement, dated May 12, 2025, by and among Middlesex Water Company and BofA Securities, Inc., Robert W. Baird & Co. Incorporated, and Janney Montgomery Scott LLC
5.1		Opinion of Saul Ewing LLP
23.1		Consent of Saul Ewing LLP (included in Exhibit 5.1)
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

	MIDDLESEX WATER COMPANY

	By:	/s/ Mohammed G. Zerhouni
		Senior Vice President, Chief Financial Officer, and Treasurer

Date: May 1222, 2025

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