CHESAPEAKE UTILITIES CORP
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Table of Contents
CHESAPEAKE UTILITIES CORPORATION
FORM 10-K
YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Part I | 1 |
| Item 1. Business | 3 |
| Item 1A. Risk Factors | 15 |
| Item 1B. Unresolved Staff Comments | 24 |
| Item 1C. Cybersecurity | 24 |
| Item 2. Properties | 25 |
| Item 3. Legal Proceedings | 26 |
| Item 4. Mine Safety Disclosures | 26 |
| Part II | 26 |
| Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26 |
| Item 6. Reserved | 29 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 54 |
| Item 8. Financial Statements and Supplementary Data | 56 |
| Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | 104 |
| Item 9A. Controls and Procedures | 104 |
| Item 9B. Other Information | 104 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | 105 |
| Part III | 105 |
| Item 10. Directors, Executive Officers of the Registrant and Corporate Governance | 105 |
| Item 11. Executive Compensation | 105 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 105 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 105 |
| Item 14. Principal Accounting Fees and Services | 105 |
| Part IV | 106 |
| Item 15. Exhibits, Financial Statement Schedules | 106 |
| Signatures | 111 |
GLOSSARY OFDEFINITIONS
ASC: Accounting Standards Codification issued by the FASB
Adjusted Gross Margin: A non-GAAP measure calculated by deducting the purchased cost of natural gas, propane and electricity and the cost of labor spent on direct revenue-producing activities from operating revenues. The costs included in Adjusted Gross Margin exclude depreciation and amortization and certain costs presented in operations and maintenance expenses in accordance with regulatory requirements
Aspire Energy: Aspire Energy of Ohio, LLC, a wholly-owned subsidiary of Chesapeake Utilities
Aspire Energy Express: Aspire Energy Express, LLC, a wholly-owned subsidiary of Chesapeake Utilities
ASU: Accounting Standards Update issued by the FASB
ATM: At-the-market
BOD: Chesapeake Utilities Corporation's Board of Directors
CDD: Cooling Degree-Day
CFG: Central Florida Gas Company, a division of Chesapeake Utilities
Chesapeake, Chesapeake Utilities or Company: Chesapeake Utilities Corporation, individually or collectively with its divisions and subsidiaries, as appropriate in the context of the disclosure
CHP: Combined Heat and Power Plant
CNG: Compressed natural gas
Degree-day: Measure of the variation in the weather based on the extent to which the average daily temperature (from 10:00 am to 10:00 am) falls above (CDD) or below (HDD) 65 degrees Fahrenheit
Delmarva Peninsula: A peninsula on the east coast of the U.S. occupied by Delaware and portions of Maryland and Virginia
Diversified Energy: An entity from whom we acquired certain propane operating assets in North Carolina, South Carolina, Virginia, and Pennsylvania
DRIP: Dividend Reinvestment and Direct Stock Purchase Plan
Dt(s): Dekatherm(s), which is a natural gas unit of measurement that includes a standard measure for heating value
Dts/d: Dekatherms per day
Eastern Shore: Eastern Shore Natural Gas Company, a wholly-owned subsidiary of Chesapeake Utilities
Eight Flags: Eight Flags Energy, LLC, a wholly-owned subsidiary of Chesapeake Utilities
Elkton Gas: Elkton Gas Company, a wholly-owned subsidiary of Chesapeake Utilities
FASB: Financial Accounting Standards Board
FCG or Florida City Gas: Pivotal Utility Holdings, Inc., doing business as Florida City Gas, a wholly-owned subsidiary of Chesapeake Utilities that was acquired from Florida Power & Light Company on November 30, 2023
FERC: Federal Energy Regulatory Commission
FGT: Florida Gas Transmission Company, an unaffiliated pipeline network that supplies natural gas to FPU
Florida Natural Gas: Refers to the Company’s legacy Florida natural gas distribution operations (excluding FCG) that were consolidated under FPU, for both rate-making and operations purposes
Florida OPC: The Office of Public Counsel, an agency established by the Florida legislature who advocates on behalf of Florida's utility consumers prior to actions or rule changes
FPU: Florida Public Utilities Company, a wholly-owned subsidiary of Chesapeake Utilities
GAAP: Generally Accepted Accounting Principles
Gross Margin: A term which is the excess of sales over costs of goods sold
GUARD: Gas Utility Access and Replacement Directive, a PSC approved capital infrastructure program to enhance the safety, reliability and accessibility of portions of FPU's natural gas distribution system
Gulfstream: Gulfstream Natural Gas System, LLC, an unaffiliated pipeline network that supplies natural gas to FPU
HDD: Heating Degree-Day
LNG: Liquefied natural gas
Marlin Gas Services: Marlin Gas Services, LLC, a wholly-owned subsidiary of Chesapeake Utilities
Maryland OPC: The Office of People's Counsel, an agency established by the Maryland legislature who advocates on behalf of Maryland's utility consumers prior to actions or rule changes
MetLife: MetLife Investment Advisors, an institutional debt investment management firm, with which we have previously issued Senior Notes and which is a party to the current MetLife Shelf Agreement, as amended
MGP: Manufactured gas plant, which is a site where coal was previously used to manufacture gaseous fuel for industrial, commercial and residential use
MW: Megawatt, which is a unit of measurement for electric power or capacity
NOL: Net operating loss(es)
Peninsula Pipeline: Peninsula Pipeline Company, Inc., a wholly-owned subsidiary of Chesapeake Utilities
PHMSA: United States Department of Transportation Pipeline and Hazardous Materials Safety Administration
Prudential: Prudential Investment Management Inc., an institutional investment management firm, with which we have previously issued Senior Notes and which is a party to the current Prudential Shelf Agreement, as amended
PSC: Public Service Commission, which is the state agency that regulates utility rates and/or services in certain of our jurisdictions
Revolver: Our $450.0 million unsecured revolving credit facility with certain lenders
RNG: Renewable natural gas
ROE: Return on equity
RSAM: Reserve surplus amortization mechanism which was approved by the Florida PSC and was applicable to FCG prior to being completely utilized by December 31, 2024.
Sandpiper Energy: Sandpiper Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities
SAFE: Safety, Access, and Facility Enhancement, a PSC approved capital infrastructure program to enhance the safety, reliability and accessibility of portions of FCG’s natural gas distribution system
SEC: Securities and Exchange Commission
Senior Notes or Uncollateralized Senior Notes: Our unsecured long-term debt issued primarily to insurance companies on various dates
Sharp: Sharp Energy, Inc., a wholly-owned subsidiary of Chesapeake Utilities
Shelf Agreement: An agreement entered into by Chesapeake Utilities and a counterparty pursuant to which Chesapeake Utilities may request that the counterparty purchase our unsecured senior debt with a fixed interest rate and a maturity date not to exceed 20 years from the date of issuance
SICP: Stock and Incentive Compensation Plan pursuant to which we grant stock-based compensation awards
SOFR: Secured Overnight Financing Rate, a secured interbank overnight interest rate established as an alternative to LIBOR
TCJA: Tax Cuts and Jobs Act enacted on December 22, 2017
TETLP: Texas Eastern Transmission, LP, an interstate pipeline interconnected with Eastern Shore's pipeline
Transco: Transcontinental Gas Pipe Line Company, LLC, an interstate pipeline interconnected with Eastern Shore's pipeline
U.S.: The United States of America
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.