米德尔赛克斯水务公司美股招股说明书(2025-05-12版)

Middlesex Common Stock is listed on the NASDAQ Global Select Market under the symbol “MSEX.” On May9, 2025 the closing price of Middlesex Common Stock on the NASDAQ Global Select Market was $60.09 per share.Sales, if any, of common stock under the ATM Equity Offering Sales Agreement may be made in ordinary brokers’transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where our We will designate the maximum amount of common stock to be sold through the sales agents on a daily basis or otherwise aswe and the sales agents agree and the minimum price per share at which such common stock may be sold. Subject to the terms and sales and trading practices to sell on our behalf all of the designated shares of common stock. We may instruct the sales agents not tosell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or any salesagent, with respect to itself only, may suspend the offering of our common stock by notifying the other party. within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and the compensation paid to each of the Agentsmay be deemed to be underwriting commissions or discounts. See “Plan of Distribution.”Settlement of any sales of common stock will occur on the first business day following the date on which such sales weremade. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock ascontemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other Neitherthe Securities and Exchange Commission(“SEC”)nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the relatedprospectus. Any representation to the contrary is a criminal offense. This Prospectus Supplement is dated May12, 2025 DESCRIPTION OF OUR CAPITAL STOCK PLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to“Middlesex,” “Company,” “we,” “us,” “our” or similar references mean Middlesex Water Company, and its subsidiaries, includingTidewater Utilities,Inc. (“Tidewater”) and Tidewater’s wholly-owned subsidiaries, Southern Shores Water Company, LLC (“SouthernShores”) and White Marsh Environmental Systems,Inc. (“White Marsh”). The Company’s other subsidiaries are Pinelands WaterCompany (“Pinelands Water”) and Pinelands Wastewater Company (“Pinelands Wastewater”) (collectively, “Pinelands”), UtilityService Affiliates,Inc. (“USA”) and Utility Service Affiliates (Perth Amboy) Inc. (“USA-PA”). In this prospectus supplementreferences to “$” or “dollars” are to the lawful currency of the United States. incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanyingprospectus dated May12, 2025, including the documents incorporated by reference therein, provides more general information, someof which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this documentcombined. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of thisprospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one ofthese documents is inconsistent with a statement in another document having a later date (for example, a document incorporated byreference in this prospectus supplement or in the accompanying prospectus) the statement in the document having the later date S-i between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectussupplement. been no change in the affairs of the Company since the date of this prospectus supplement or that the information herein is correct asof any time subsequent to its date. This prospectus supplement relates only to the Middlesex Common Stock offered hereby and is notto be relied upon in connection with the purchase or sale of any other securities in the Company.S-ii contain forward-looking statements within the meaning of Section27A of the Securities Act and Section21E of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, objectives,assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but arenot always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,”