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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: December 22, 2025
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 On December 19, 2025, the Board of Directors of Middlesex Water Company (the “Company”) elected Robert Hoglund as a member of the Board, effective January 1, 2026.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Hoglund was appointed to the Board’s Audit Committee and Enterprise Risk Committee, effective January 1, 2026. Mr. Hoglund will participate in the compensation arrangements described under “Director Compensation” in the Company’s proxy statement for its 2025 annual meeting of stockholders (filed with the Securities and Exchange Commission on April 10, 2025). Mr. Hoglund is an independent director with no material relationships with the Company.

In addition, on December 19, 2025, the Company entered into an agreement to amend the current employment agreements with each of the following executives: Senior Vice President, Chief Financial Officer and Treasurer Mohammed G. Zerhouni and Vice President and Chief Operating Officer Gregory Sorensen (each agreement the " Employment Agreement Amendment"). Each agreement specifies (a) that the executive will receive compensation, including a lump sum payment and continuation of certain benefits, if their employment is terminated without cause or if they resign for good reason, and (b) eligibility for annual short-term incentive compensation. A copy of each 2025 Employment Agreement Amendment is filed herein.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number		 Description of Document
99.1
10.1
10.2
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: December 22, 2025
2
EX-10.1 2 zerhouni-amendmentexx101.htm EX-10.1 Document

AMENDMENT TO EMPLOYMENT AGREEMENT Effective as of January 1, 2026
WHEREAS, the Company and the Executive entered into the Agreement, which contains certain provisions regarding Change in Control Severance Benefits; and
WHEREAS the parties desire to amend the Agreement to modify the provisions related to the Executive’s Employment Agreement in the event of:
Amendment:
1.Amendment to Section 9 (Payments Upon Termination of Employment): a. Section 9.b (termination without cause) and (Executive terminates for Good Reason) of the Agreement is hereby amended and restated in its entirety as follows:
    (b) If the Company terminates Executive's employment without Cause, or if Executive terminates Executive's employment for Good Reason, Executive shall receive any accrued but unpaid Base Salary earned through Executive's separation date, which shall be paid in a lump sum according to the Company's regular payroll schedule and applicable law. Additionally, provided that Executive signs and complies with a general release agreement in a form provided by the Company containing customary terms and conditions, the Executive shall also receive: (i) a lump sum severance payment equal to twelve (12) months of the Executive's annual base salary, payable within thirty (30) days following the effective date of the release; (ii) a pro-rated amount of the annual target short term incentive; (iii) and a pro-rated amount of the annual target long-term equity incentive under this Agreement, all in a lump sum cash payment, within thirty (30) days of the effective date of the release referenced in clause (iv) and eighteen (18) months of the Consolidated Omnibus Budget Reconciliation Act (COBRA) at the Executive's termination of employment or until Executive becomes eligible under another employer's plan, whichever occurs first. Such payments shall be made consistent with the Company’s payroll practice during the period that begins on the effective date of the release described herein. All payments, benefits, and timing described herein shall comply with Section 409A of the Internal Revenue Code.
2.Addition of Annual Short-Term Incentive Compensation:
During the term of the Agreement, Executive shall be eligible for annual cash compensation based on performance criteria developed and evaluated by the Compensation Committee of the Board of Directors in consultation with the Executive. The target annual cash incentive compensation shall be 30% of Executive Base Salary (“Bonus”).

3.No Other Changes: Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4.Governing Law: This Amendment shall be governed by and construed in accordance with the laws of the State of New Jersey.



5.Counterparts: This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.




MIDDLESEX WATER COMPANY



By: /s/ Nadine Duchemin-Leslie _
                             Nadine Duchemin-Leslie
President and CEO

ATTEST:

/s/_Jay L. Kooper_________
Jay L. Kooper, Vice President,
General Counsel & Secretary

/s/ Mohammed G. Zerhouni___
Mohammed G. Zerhouni
Sr. Vice President, CFO & Treasurer
                    
        
EX-10.2 3 sorensen-amendmentexx102.htm EX-10.2 Document

AMENDMENT TO EMPLOYMENT AGREEMENT Effective as of January 1, 2026

WHEREAS, the Company and the Executive entered into the Agreement, which contains certain provisions: and

WHEREAS the parties desire to amend the Agreement to modify the provisions related to the Executive’s Employment Agreement in the event of:

Amendment:

1.Amendment to Section 9 (Payments Upon Termination of Employment): a. Section 9.b (termination without cause) and (Executive terminates for Good Reason) of the Agreement is hereby amended and restated in its entirety as follows:
(b) If the Company terminates Executive's employment without Cause, or if Executive terminates Executive's employment for Good Reason, Executive shall receive any accrued but unpaid Base Salary earned through Executive's separation date, which shall be paid in a lump sum according to the Company's regular payroll schedule and applicable law. Additionally, provided that Executive signs and complies with a general release agreement in a form provided by the Company containing customary terms and conditions, the Executive shall also receive: (i) a lump sum severance payment equal to twelve (12) months of the Executive's annual base salary, payable within thirty (30) days following the effective date of the release; (ii) a pro-rated amount of the annual target short term incentive; (iii) and a pro-rated amount of the annual target long-term equity incentive under this Agreement, all in a lump sum cash payment, within thirty (30) days of the effective date of the release referenced in clause (iv) and eighteen (18) months of the Consolidated Omnibus Budget Reconciliation Act (COBRA) at the Executive's termination of employment or until Executive becomes eligible under another employer's plan, whichever occurs first. Such payments shall be made consistent with the Company’s payroll practice during the period that begins on the effective date of the release described herein. All payments, benefits, and timing described herein shall comply with Section 409A of the Internal Revenue Code.


2. Addition of Annual Short-Term Incentive Compensation:

During the term of the Agreement, Executive shall be eligible for annual cash     compensation based on performance criteria developed and evaluated by the Compensation Committee of the Board of Directors in consultation with the Executive. The target annual cash incentive compensation shall be 30% of Executive Base Salary (“Bonus”).

3. No Other Changes: Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4. Governing Law: This Amendment shall be governed by and construed in accordance with the laws of the State of New Jersey.



5. Counterparts: This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.




MIDDLESEX WATER COMPANY



By: /s/ Nadine Duchemin-Leslie _
Nadine Duchemin-Leslie
President and CEO

ATTEST:

/s/_Jay L. Kooper_________
Jay L. Kooper, Vice President,
General Counsel & Secretary

/s/ Gregory Sorensen____
Gregory Sorensen
Vice President and COO
EX-99.1 4 msex-20251222exx991.htm EX-99.1 Document



Middlesex Water Company Appoints Robert Hoglund to Board of Directors

ISELIN, N.J., December 22, 2025 -- Middlesex Water Company, (“Middlesex” or the “Company) (NASDAQ:MSEX), announced today the appointment of Robert Hoglund to its Board of Directors, effective January 1, 2026.

Over his career, Mr. Hoglund has held several senior financial leadership roles, including more than 18 years as Chief Financial Officer of Consolidated Edison, Inc. He previously served as a Managing Director in Citigroup’s Mergers & Acquisitions Group, advising Fortune 500 utilities and energy companies on mergers, acquisitions, divestitures, restructurings, and multi-billion-dollar equity and debt financings.

Mr. Hoglund remains actively engaged in corporate governance, serving on boards and advising on finance modernization, enterprise risk management, and investor engagement. His current work reflects a continued commitment to strengthening financial resilience and guiding organizations through complex utility, energy transition, and capital markets challenges.

His professional background is complemented by service in the nonprofit sector, long-standing involvement in executive development programs, and a personal commitment to supporting the next generation of leaders in the utility and financial industries.

“We are excited to announce the addition of Robert to our Board,” said Nadine Leslie, Chair, President, and Chief Executive Officer of Middlesex Water Company. “His distinguished career, marked by significant expertise in governance, complex utility finance, and operational strategy will strengthen the future we are building for our company, customers, and communities.”

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:
Brian Hague, Vice President of Communications & Corporate Affairs
bhague@middlesexwater.com
(732) 638-7549
Investor Relations Contact:
Jennifer Ketschke, Director of Investor Relations & Treasury
jketschke@middlesexwater.com
(732) 638-7523