8-K
CHESAPEAKE UTILITIES CORP (CPK)
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): November 6, 2025
CHESAPEAKE UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-11590 | 51-0064146 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
500 Energy Lane, Dover, DE 19901
(Address of principal executive offices, including Zip Code)
(302) 734-6799
(Registrant's Telephone Number, including Area Code)
(Former name, former address and former fiscal year, if changed since last report.)
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 - par value per share $0.4867 | CPK | New York Stock Exchange, Inc. |
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)) | | --- | --- |
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 2.02. Results of Operations and Financial Condition.
On November 6, 2025, Chesapeake Utilities Corporation issued a press release announcing its financial results for the quarter and the nine months ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On November 6, 2025, Chesapeake Utilities Corporation posted a presentation that will be used during its conference call on November 7, 2025, to discuss the Company’s financial results for the quarter and the nine months ended September 30, 2025, on its website (www.chpk.com) under the “Investors” section. This presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 - Press Release of Chesapeake Utilities Corporation, dated November 6, 2025.
Exhibit 99.2 - Third Quarter 2025 Earnings Call Presentation.
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 by the undersigned hereunto duly authorized.
| CHESAPEAKE UTILITIES CORPORATION |
|---|
| /s/ Beth W. Cooper |
| Beth W. Cooper |
| Executive Vice President, Chief Financial Officer, Treasurer, and Assistant Corporate Secretary |
| Date: November 6, 2025 |
Document
FOR IMMEDIATE RELEASE
November 6, 2025
NYSE Symbol: CPK
CHESAPEAKE UTILITIES CORPORATION REPORTS
THIRD QUARTER 2025 RESULTS
•Net income and earnings per share ("EPS")* were $19.4 million and $0.82, respectively, for the third quarter of 2025 and $94.2 million and $4.03, respectively, for the nine months ended September 30, 2025
•Adjusted net income and Adjusted EPS**, which exclude transaction and transition-related expenses attributable to the acquisition and integration of Florida City Gas ("FCG"), were $19.5 million and $0.82, respectively, for the third quarter of 2025 and $94.9 million and $4.06, respectively, for the nine months ended September 30, 2025
•Adjusted gross margin** growth of $15.2 million and $49.3 million, respectively, for the three- and nine-month periods ended September 30, 2025 driven primarily by natural gas organic growth and transmission expansion projects, regulatory initiatives and infrastructure programs, and increased compressed natural gas, renewable natural gas and liquified natural gas services
•2025 Adjusted EPS guidance of $6.15 - $6.35 re-affirmed, assuming a successful outcome on the FCG Depreciation Study
•The Company is increasing its 2025 capital guidance range to $425-$450 million
•The Company continues to affirm 2028 EPS and 2024-2028 capital expenditure guidance
Dover, Delaware — Chesapeake Utilities Corporation (NYSE: CPK) (“Chesapeake Utilities” or the “Company”) today announced financial results for the three and nine months ended September 30, 2025.
Net income for the third quarter of 2025 was $19.4 million ($0.82 per share) compared to $17.5 million ($0.78 per share) in the third quarter of 2024. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, adjusted net income was $19.5 million ($0.82 per share) compared to $18.1 million ($0.80 per share) in the prior-year period. The adjusted EPS growth reflects a $0.04 per share impact from $92.0 million of equity issued over the last twelve months to restore the Company’s equity to total capitalization ratio closer to the target ratio.
Adjusted earnings for the third quarter of 2025 were largely driven by contributions from regulatory initiatives and infrastructure programs, organic growth in the natural gas distribution businesses and pipeline expansion projects driven by natural gas demand, and increased compressed natural gas (CNG), renewable natural gas (RNG) and liquified natural gas (LNG) services.
During the first nine months of 2025, net income was $94.2 million ($4.03 per share) compared to $81.9 million ($3.66 per share) in the prior-year period. Excluding the transaction and transition-related expenses, adjusted net income was $94.9 million ($4.06 per share) compared to $84.2 million ($3.76 per share) in the prior-year period. This resulted in EPS and adjusted EPS growth of 10.1 percent and 8.0 percent, respectively, compared to the prior-year period.
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Year-to-date adjusted earnings for 2025 were primarily impacted by the factors discussed for the third quarter as well as additional adjusted gross margin from increased customer consumption experienced earlier in the year.
“Our performance in the third quarter of 2025 demonstrated continued operational excellence across our businesses to serve our customers and communities. In both the quarter and the year-to-date periods, we delivered double-digit growth in Adjusted Gross Margin and Operating Income relative to the prior year and we continued to strengthen our balance sheet with incremental long-term debt and equity issuances during the quarter,” said Jeff Householder, the Company’s Chair of the Board, President and Chief Executive Officer.
“These results demonstrate that we continue to deliver on our three growth pillars. Within the third quarter, we invested $123 million of capital and generated over $20 million of gross margin from transmission, infrastructure, and transportation projects. We also reached final completion of our Delaware rate case, with a settlement on tariff-related changes, including rate design. And finally, we took the next pivotal step in our continuous business transformation efforts, including officially kicking off our multi-year Enterprise Resource Plan (ERP) process, which was a primary driver in the increase and extension of our 2025 capital guidance to $425-$450 million. We remain focused on achieving our earnings and increased capital guidance in 2025, demonstrating record performance and reaching new heights of growth for the Company.”
Earnings and Capital Investment Guidance
The Company continues to re-affirm its 2025 EPS guidance range of $6.15 to $6.35 per share, pending a successful outcome of the FCG excess depreciation filing. Given the Company’s progress on a multitude of capital projects, the Company is further increasing and refining its 2025 capital guidance range to $425 million to $450 million.
Looking to the future, the Company also continues to re-affirm its 2028 EPS guidance range of $7.75 to $8.00 per share, as well as its capital expenditure guidance range for the five-year period ending 2028 of $1.5 billion to $1.8 billion.
*Unless otherwise noted, EPS and Adjusted EPS information are presented on a diluted basis.
Non-GAAP Financial Measures
**This press release including the tables herein, include references to both Generally Accepted Accounting Principles ("GAAP") and non-GAAP financial measures, including Adjusted Gross Margin, Adjusted Net Income and Adjusted EPS. A "non-GAAP financial measure" is generally defined as a numerical measure of a company's historical or future performance that includes or excludes amounts, or that is subject to adjustments, so as to be different from the most directly comparable measure calculated or presented in accordance with GAAP. The Company's management believes certain non-GAAP financial measures, when considered together with GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period.
The Company calculates Adjusted Gross Margin 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. The Company calculates Adjusted Net Income and Adjusted EPS by deducting costs and expenses associated with significant acquisitions that may affect the comparison of period-over-period results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should
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be considered in addition to, and not as a substitute for, the comparable GAAP measures. The Company believes that these non-GAAP measures are useful and meaningful to investors as a basis for making investment decisions, and provide investors with information that demonstrates the profitability achieved by the Company under allowed rates for regulated energy operations and under the Company's competitive pricing structures for unregulated energy operations. The Company's management uses these non-GAAP financial measures in assessing a business unit and Company performance. Other companies may calculate these non-GAAP financial measures in a different manner.
The following tables reconcile Gross Margin, Net Income, and EPS, all as defined under GAAP, to the Company's non-GAAP measures of Adjusted Gross Margin, Adjusted Net Income and Adjusted EPS for each of the periods presented.
Adjusted Gross Margin
| For the Three Months Ended September 30, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Regulated Energy | Unregulated Energy | Other Businesses and Eliminations | Total | ||||||||||||||
| Operating Revenues | $ | 146.4 | $ | 40.7 | $ | (7.5) | $ | 179.6 | ||||||||||
| Cost of Sales: | ||||||||||||||||||
| Natural gas, propane and electric costs | (31.7) | (18.3) | 7.6 | (42.4) | ||||||||||||||
| Depreciation & amortization | (18.2) | (5.1) | — | (23.3) | ||||||||||||||
| Operations & maintenance expenses (1) | (12.6) | (9.5) | — | (22.1) | ||||||||||||||
| Gross Margin (GAAP) | 83.9 | 7.8 | 0.1 | 91.8 | ||||||||||||||
| Operations & maintenance expenses (1) | 12.6 | 9.5 | — | 22.1 | ||||||||||||||
| Depreciation & amortization | 18.2 | 5.1 | — | 23.3 | ||||||||||||||
| Adjusted Gross Margin (Non-GAAP) | $ | 114.7 | $ | 22.4 | $ | 0.1 | $ | 137.2 | For the Three Months Ended September 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| (in millions) | Regulated Energy | Unregulated Energy | Other Businesses and Eliminations | Total | ||||||||||||||
| Operating Revenues | $ | 130.6 | $ | 35.6 | $ | (6.0) | $ | 160.2 | ||||||||||
| Cost of Sales: | ||||||||||||||||||
| Natural gas, propane and electric costs | (28.4) | (15.8) | 6.0 | (38.2) | ||||||||||||||
| Depreciation & amortization | (12.3) | (4.5) | — | (16.8) | ||||||||||||||
| Operations & maintenance expenses (1) | (10.7) | (8.1) | — | (18.8) | ||||||||||||||
| Gross Margin (GAAP) | 79.2 | 7.2 | — | 86.4 | ||||||||||||||
| Operations & maintenance expenses (1) | 10.7 | 8.1 | — | 18.8 | ||||||||||||||
| Depreciation & amortization | 12.3 | 4.5 | — | 16.8 | ||||||||||||||
| Adjusted Gross Margin (Non-GAAP) | $ | 102.2 | $ | 19.8 | $ | — | $ | 122.0 |
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| For the Nine Months Ended September 30, 2025 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Regulated Energy | Unregulated Energy | Other Businesses and Eliminations | Total | ||||||||||||||
| Operating Revenues | $ | 497.8 | $ | 195.3 | $ | (22.0) | $ | 671.1 | ||||||||||
| Cost of Sales: | ||||||||||||||||||
| Natural gas, propane and electric costs | (137.3) | (93.4) | 22.0 | (208.7) | ||||||||||||||
| Depreciation & amortization | (52.6) | (15.1) | — | (67.7) | ||||||||||||||
| Operations & maintenance expenses (1) | (40.5) | (29.0) | (0.1) | (69.6) | ||||||||||||||
| Gross Margin (GAAP) | 267.4 | 57.8 | (0.1) | 325.1 | ||||||||||||||
| Operations & maintenance expenses (1) | 40.5 | 29.0 | 0.1 | 69.6 | ||||||||||||||
| Depreciation & amortization | 52.6 | 15.1 | — | 67.7 | ||||||||||||||
| Adjusted Gross Margin (Non-GAAP) | $ | 360.5 | $ | 101.9 | $ | — | $ | 462.4 | For the Nine Months Ended September 30, 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| (in millions) | Regulated Energy | Unregulated Energy | Other Businesses and Eliminations | Total | ||||||||||||||
| Operating Revenues | $ | 429.7 | $ | 160.1 | $ | (17.6) | $ | 572.2 | ||||||||||
| Cost of Sales: | ||||||||||||||||||
| Natural gas, propane and electric costs | (105.7) | (70.9) | 17.5 | (159.1) | ||||||||||||||
| Depreciation & amortization | (39.5) | (12.2) | — | (51.7) | ||||||||||||||
| Operations & maintenance expenses (1) | (35.7) | (24.4) | — | (60.1) | ||||||||||||||
| Gross Margin (GAAP) | 248.8 | 52.6 | (0.1) | 301.3 | ||||||||||||||
| Operations & maintenance expenses (1) | 35.7 | 24.4 | — | 60.1 | ||||||||||||||
| Depreciation & amortization | 39.5 | 12.2 | — | 51.7 | ||||||||||||||
| Adjusted Gross Margin (Non-GAAP) | $ | 324.0 | $ | 89.2 | $ | (0.1) | $ | 413.1 |
(1) Operations & maintenance expenses within the condensed consolidated statements of income are presented in accordance with regulatory requirements and to provide comparability within the industry. Operations & maintenance expenses which are deemed to be directly attributable to revenue producing activities have been separately presented above in order to calculate Gross Margin as defined under GAAP.
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Adjusted Net Income and Adjusted EPS
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| (dollars in millions, shares in thousands (except per share data)) | 2025 | 2024 | 2025 | 2024 | ||||
| Net Income (GAAP) | $ | 19.4 | $ | 17.5 | $ | 94.2 | $ | 81.9 |
| FCG transaction and transition-related expenses, net (1) | 0.1 | 0.6 | 0.7 | 2.3 | ||||
| Adjusted Net Income (Non-GAAP) | $ | 19.5 | $ | 18.1 | $ | 94.9 | $ | 84.2 |
| Weighted average common shares outstanding - diluted | 23,629 | 22,564 | 23,360 | 22,402 | ||||
| Earnings Per Share - Diluted (GAAP) | $ | 0.82 | $ | 0.78 | $ | 4.03 | $ | 3.66 |
| FCG transaction and transition-related expenses, net (1) | — | 0.02 | 0.03 | 0.10 | ||||
| Adjusted Earnings Per Share - Diluted (Non-GAAP) | $ | 0.82 | $ | 0.80 | $ | 4.06 | $ | 3.76 |
(1) Transaction and transition-related expenses represent non-recurring costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding, and legal fees.
Operating Results for the Quarters Ended September 30, 2025 and 2024
Consolidated Results
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 137.2 | $ | 122.0 | $ | 15.2 | 12.5 | % |
| Depreciation, amortization and property taxes (1) | 32.7 | 25.0 | (7.7) | (30.8) | % | |||
| Other operating expenses | 59.3 | 55.3 | (4.0) | (7.2) | % | |||
| FCG transaction and transition-related expenses | 0.2 | 0.8 | 0.6 | NMF | ||||
| Operating income | $ | 45.0 | $ | 40.9 | $ | 4.1 | 10.0 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented a $3.2 million benefit in the third quarter of 2024.
Operating income for the third quarter of 2025 was $45.0 million, an increase of $4.1 million or 10.0 percent compared to the same period in 2024. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $3.5 million or 8.4 percent compared to the prior-year period. The increase in adjusted gross margin in the third quarter of 2025 was driven by incremental margin from regulatory initiatives and infrastructure programs, pipeline expansion projects, increased CNG, RNG and LNG services and natural gas organic growth. The increase in operating expenses was driven largely by higher depreciation attributable to growth projects and the absence of a reserve surplus amortization mechanism ("RSAM") adjustment from FCG (which represented a $3.2 million benefit in the third quarter of 2024). Higher expenses associated with facilities, maintenance and outside services compared to the prior-year period also contributed to the increase.
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Regulated Energy Segment
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 114.7 | $ | 102.2 | $ | 12.5 | 12.2 | % |
| Depreciation, amortization and property taxes (1) | 26.9 | 19.8 | (7.1) | (35.9) | % | |||
| Other operating expenses | 38.7 | 37.6 | (1.1) | (2.9) | % | |||
| FCG transaction and transition-related expenses | 0.2 | 0.8 | 0.6 | NMF | ||||
| Operating income | $ | 48.9 | $ | 44.0 | $ | 4.9 | 11.1 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented a $3.2 million benefit in the third quarter of 2024.
The key components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Natural gas transmission service expansions, including interim services | $ | 5.6 |
| Contributions from regulated infrastructure programs | 3.9 | |
| Rate changes associated with recent rate case activities (1) | 3.6 | |
| Natural gas growth including conversions (excluding service expansions) | 1.5 | |
| Changes in customer consumption | (0.9) | |
| Other variances | (1.2) | |
| Quarter-over-quarter increase in adjusted gross margin** | $ | 12.5 |
(1) Includes adjusted gross margin contributions from both interim and permanent base rates. Refer to Major Projects and Initiatives discussion for additional information.
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Facilities expenses, maintenance costs and outside services | $ | (2.1) |
| Payroll, benefits and other employee-related expenses | 0.9 | |
| Other variances | 0.1 | |
| Quarter-over-quarter increase in other operating expenses | $ | (1.1) |
Unregulated Energy Segment
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 22.4 | $ | 19.8 | $ | 2.6 | 13.1 | % |
| Depreciation, amortization and property taxes | 5.8 | 5.1 | (0.7) | (13.7) | % | |||
| Other operating expenses | 20.5 | 17.8 | (2.7) | (15.2) | % | |||
| Operating income (loss) | $ | (3.9) | $ | (3.1) | $ | (0.8) | 25.8 | % |
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Operating results for the second and third quarters historically have been lower due to reduced customer demand during warmer periods of the year. The impact to operating income may not align with the seasonal variations in adjusted gross margin as many of the operating expenses are recognized ratably over the course of the year.
The major components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Propane Operations | ||
| Change in propane margins and service fees | $ | (0.7) |
| CNG/RNG/LNG Transportation and Infrastructure | ||
| Increased CNG/RNG/LNG services | 3.1 | |
| Aspire Energy | ||
| Increased performance from Aspire Energy | 0.4 | |
| Other variances | (0.2) | |
| Quarter-over-quarter increase in adjusted gross margin** | $ | 2.6 |
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Payroll, benefits and other employee-related expenses | $ | (1.5) |
| Facilities expenses, maintenance costs and outside services | (1.3) | |
| Other variances | 0.1 | |
| Quarter-over-quarter increase in other operating expenses | $ | (2.7) |
Operating Results for the Nine Months Ended September 30, 2025 and 2024
Consolidated Results
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 462.4 | $ | 413.1 | $ | 49.3 | 11.9 | % |
| Depreciation, amortization and property taxes (1) | 95.2 | 77.8 | (17.4) | (22.4) | % | |||
| Other operating expenses | 184.1 | 170.9 | (13.2) | (7.7) | % | |||
| FCG transaction and transition-related expenses | 1.0 | 3.1 | 2.1 | NMF | ||||
| Operating income | $ | 182.1 | $ | 161.3 | $ | 20.8 | 12.9 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented an $8.9 million benefit during the nine months ended September 30, 2024.
Operating income for the nine months ended September 30, 2025 was $182.1 million, an increase of $20.8 million or 12.9 percent compared to the same period in 2024. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $18.7 million or 11.4 percent compared to the prior-year period. The increase in adjusted gross margin in the first nine months of 2025 was driven by incremental margin from regulatory initiatives and
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infrastructure programs, increased CNG, RNG and LNG services, pipeline expansion projects and natural gas organic growth, and increased customer consumption resulting from year-over-year colder temperatures in the Company's Mid-Atlantic and Ohio service territories. These increases were partially offset by lower margins per gallon and related fees in the Company's propane distribution business and a reduced volume of off-system sales and service fees in its natural gas business. Higher operating expenses were driven largely by the absence of an RSAM adjustment from FCG (which represented an $8.9 million benefit during the nine months ended September 30, 2024) and higher depreciation attributable to growth projects. Higher facilities, maintenance and outside services, insurance, and payroll, benefits and other employee-related expenses compared to the prior-year period also contributed to the increase.
Regulated Energy Segment
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | ||||||||
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 360.5 | $ | 324.0 | $ | 36.5 | 11.3 | % |
| Depreciation, amortization and property taxes (1) | 78.3 | 63.6 | (14.7) | (23.1) | % | |||
| Other operating expenses | 120.0 | 114.7 | (5.3) | (4.6) | % | |||
| FCG transaction and transition-related expenses | 1.0 | 3.1 | 2.1 | NMF | ||||
| Operating income | $ | 161.2 | $ | 142.6 | $ | 18.6 | 13.0 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented an $8.9 million benefit during the nine months ended September 30, 2024.
The key components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Natural gas transmission service expansions, including interim services | $ | 11.7 |
| Contributions from regulated infrastructure programs | 11.0 | |
| Rate changes associated with recent rate case activities (1) | 9.2 | |
| Natural gas growth including conversions (excluding service expansions) | 5.5 | |
| Changes in customer consumption | 0.9 | |
| Change in off-system natural gas capacity sales | (0.7) | |
| Other variances | (1.1) | |
| Period-over-period increase in adjusted gross margin** | $ | 36.5 |
(1) Includes adjusted gross margin contributions from both interim and permanent base rates. Refer to Major Projects and Initiatives discussion for additional information.
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Facilities expenses, maintenance costs and outside services | $ | (4.5) |
| Insurance related costs | (1.1) | |
| Other variances | 0.3 | |
| Period-over-period increase in other operating expenses | $ | (5.3) |
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Unregulated Energy Segment
| Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 101.9 | $ | 89.2 | $ | 12.7 | 14.2 | % |
| Depreciation, amortization and property taxes | 16.8 | 14.1 | (2.7) | (19.1) | % | |||
| Other operating expenses | 64.2 | 56.4 | (7.8) | (13.8) | % | |||
| Operating income | $ | 20.9 | $ | 18.7 | $ | 2.2 | 11.8 | % |
The major components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Propane Operations | ||
| Increased propane customer consumption | $ | 2.8 |
| Change in propane margins and service fees | (1.3) | |
| CNG/RNG/LNG Transportation and Infrastructure | ||
| Increased CNG/RNG/LNG services | 10.1 | |
| Aspire Energy | ||
| Increased customer consumption | 1.1 | |
| Period-over-period increase in adjusted gross margin** | $ | 12.7 |
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Payroll, benefits and other employee-related expenses | $ | (3.9) |
| Facilities expenses, maintenance costs and outside services | (3.7) | |
| Other variances | (0.2) | |
| Period-over-period increase in other operating expenses | $ | (7.8) |
Forward-Looking Statements
Matters included in this release may include forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements. Please refer to the Safe Harbor for Forward-Looking Statements in the Company’s 2024 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2025 for further information on the risks and uncertainties related to the Company’s forward-looking statements.
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10-10-10-10
Conference Call
Chesapeake Utilities (NYSE: CPK) will host a conference call on Friday, November 7, 2025, at 8:30 a.m. Eastern Time to discuss the Company’s financial results for the three and nine months ended September 30, 2025. To listen to the Company’s conference call via live webcast, please visit the Events & Presentations section of the Investors page on www.chpk.com. For investors and analysts that wish to participate by phone for the question and answer portion of the call, please use the following dial-in information:
Toll-free: 800.579.2543
International: 785.424.1789
Conference ID: CPKQ325
A replay of the presentation will be made available on the previously noted website following the conclusion of the call.
About Chesapeake Utilities Corporation
Chesapeake Utilities Corporation is a diversified energy delivery company, listed on the New York Stock Exchange. Chesapeake Utilities Corporation offers sustainable energy solutions through its natural gas transmission and distribution, electricity generation and distribution, propane gas distribution, mobile compressed natural gas utility services and solutions, and other businesses.
For more information, contact:
Beth W. Cooper
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary
302.363.2467
Michael D. Galtman
Senior Vice President and Chief Accounting Officer
302.217.7036
Lucia M. Dempsey
Head of Investor Relations
347.804.9067
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11-11-11-11
Financial Summary Highlights
Key variances between the third quarter of 2024 and 2025 included:
| (in millions, except per share data) | Pre-tax<br>Income | Net<br>Income | Earnings<br>Per Share | |||
|---|---|---|---|---|---|---|
| Third Quarter of 2024 Adjusted Results (1) | $ | 25.1 | $ | 18.1 | $ | 0.80 |
| Change in Adjusted Gross Margins: | ||||||
| Natural gas transmission service expansions, including interim services (2) | 5.6 | 4.0 | 0.17 | |||
| Contributions from regulated infrastructure programs (2) | 3.9 | 2.8 | 0.12 | |||
| Rate changes associated with recent rate case activities (2) | 3.6 | 2.6 | 0.11 | |||
| Increased CNG/RNG/LNG services (2) | 3.1 | 2.2 | 0.09 | |||
| Natural gas growth (excluding service expansions) | 1.5 | 1.1 | 0.05 | |||
| Increased Aspire Energy performance - rate changes and gathering fees | 0.4 | 0.3 | 0.01 | |||
| Changes in customer consumption | (0.9) | (0.6) | (0.03) | |||
| Change in propane margins and service fees | (0.7) | (0.5) | (0.02) | |||
| 16.5 | 11.9 | 0.50 | ||||
| Increased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs): | ||||||
| Depreciation, amortization and property tax costs | (7.7) | (5.6) | (0.24) | |||
| Facilities expenses, maintenance costs and outside services | (3.4) | (2.5) | (0.10) | |||
| Payroll, benefits and other employee-related expenses | (0.6) | (0.4) | (0.01) | |||
| Insurance related costs | (0.4) | (0.3) | (0.01) | |||
| (12.1) | (8.8) | (0.36) | ||||
| Interest charges | (1.1) | (0.8) | (0.03) | |||
| Increase in shares outstanding due to 2024 and 2025 equity offerings (3) | — | — | (0.04) | |||
| Net other changes | (1.3) | (0.9) | (0.05) | |||
| (2.4) | (1.7) | (0.12) | ||||
| Third Quarter of 2025 Adjusted Results (1) | $ | 27.1 | $ | 19.5 | $ | 0.82 |
(1) Transaction and transition-related expenses attributable to the acquisition and integration of FCG have been excluded from the Company’s
non-GAAP measures of adjusted net income and adjusted EPS. See reconciliations above for a detailed comparison to the related GAAP measures.
(2) Refer to Major Projects and Initiatives table for additional information.
(3) Reflects the impact of common shares issued under the Dividend Reinvestment and Direct Stock Purchase Plan ("DRIP") and At-the-market
("ATM") program.
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12-12-12-12
Key variances between the nine months ended September 30, 2024 and September 30, 2025 included:
| (in millions, except per share data) | Pre-tax<br>Income | Net<br>Income | Earnings<br>Per Share | |||
|---|---|---|---|---|---|---|
| Nine months ended September 30, 2024 Adjusted Results (1) | $ | 115.2 | $ | 84.2 | $ | 3.76 |
| Change in Adjusted Gross Margins: | ||||||
| Natural gas transmission service expansions, including interim services (2) | 11.7 | 8.5 | 0.37 | |||
| Contributions from regulated infrastructure programs (2) | 11.0 | 8.0 | 0.34 | |||
| Increased CNG/RNG/LNG services (2) | 10.1 | 7.3 | 0.31 | |||
| Rate changes associated with recent rate case activities (2) | 9.2 | 6.7 | 0.29 | |||
| Natural gas growth including conversions (excluding service expansions) | 5.5 | 4.0 | 0.17 | |||
| Changes in customer consumption | 4.8 | 3.5 | 0.15 | |||
| Increased Aspire Energy performance - rate changes and gathering fees | 0.2 | 0.2 | 0.01 | |||
| Change in propane margins and service fees | (1.3) | (0.9) | (0.04) | |||
| Change in service fees and off-system sales | (0.7) | (0.5) | (0.02) | |||
| 50.5 | 36.8 | 1.58 | ||||
| Increased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs): | ||||||
| Depreciation, amortization and property taxes | (17.4) | (12.7) | (0.54) | |||
| Facilities expenses, maintenance costs and outside services | (8.2) | (6.0) | (0.26) | |||
| Payroll, benefits and other employee-related expenses | (3.8) | (2.8) | (0.12) | |||
| Insurance related costs | (0.7) | (0.5) | (0.02) | |||
| (30.1) | (22.0) | (0.94) | ||||
| Interest charges | (3.2) | (2.4) | (0.10) | |||
| Increase in shares outstanding due to 2024 and 2025 equity offerings (3) | — | — | (0.17) | |||
| Net other changes | (2.3) | (1.7) | (0.07) | |||
| (5.5) | (4.1) | (0.34) | ||||
| Nine months ended September 30, 2025 Adjusted Results (1) | $ | 130.1 | $ | 94.9 | $ | 4.06 |
(1) Transaction and transition-related expenses attributable to the acquisition and integration of FCG have been excluded from the Company’s
non-GAAP measures of adjusted net income and adjusted EPS. See reconciliations above for a detailed comparison to the related GAAP measures.
(2) Refer to Major Projects and Initiatives table for additional information.
(3) Reflects the impact of common shares issued under the DRIP and ATM program.
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13-13-13-13
Recently Completed and Ongoing Major Projects and Initiatives
The Company continuously pursues and develops additional projects and regulatory initiatives to serve existing and new customers, further grow its businesses and earnings, and increase shareholder value. The following table includes all major projects and initiatives that are currently underway or recently completed. The Company's practice is to add incremental margin associated with new projects and regulatory initiatives to this table once negotiations or details are substantially final and/or the associated earnings can be estimated. Major projects and initiatives that have generated consistent year-over-year adjusted gross margin contributions are removed from the table at the beginning of the next calendar year.
The related descriptions of projects and initiatives that accompany the table include only new items and/or items where there have been significant developments, as compared to the Company's prior quarterly filings. A comprehensive discussion of all projects and initiatives reflected in the table below can be found in the Company's third quarter 2025 Quarterly Report on Form 10-Q.
| Adjusted Gross Margin | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | Year Ended | Estimate for | |||||||||||
| September 30, | September 30, | December 31, | Fiscal | |||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | 2024 | 2025 | 2026 | |||||||
| Pipeline Expansions: | ||||||||||||||
| St. Cloud / Twin Lakes Expansion | $ | 1.0 | $ | 0.1 | $ | 1.9 | $ | 0.4 | $ | 0.6 | $ | 2.8 | $ | 3.8 |
| Wildlight | 0.5 | 0.6 | 1.5 | 1.0 | 1.5 | 3.0 | 4.3 | |||||||
| Newberry | 0.6 | 0.6 | 1.8 | 0.7 | 1.4 | 2.6 | 2.6 | |||||||
| Worcester Resiliency Upgrade | — | — | — | — | — | — | 10.2 | |||||||
| Boynton Beach | 0.9 | — | 2.3 | — | — | 3.0 | 3.4 | |||||||
| New Smyrna Beach | 0.6 | — | 0.9 | — | — | 1.6 | 2.6 | |||||||
| Central Florida Reinforcement | 0.9 | — | 1.5 | — | 0.1 | 2.6 | 4.3 | |||||||
| Warwick | 0.5 | — | 1.5 | — | 0.4 | 1.9 | 1.9 | |||||||
| Renewable Natural Gas Supply Projects | 1.0 | — | 1.5 | — | — | 2.5 | 5.4 | |||||||
| Miami Inner Loop | 0.9 | — | 0.9 | — | — | 2.8 | 7.6 | |||||||
| Duncan Plains | — | — | — | — | — | — | — | |||||||
| Total Pipeline Expansions | 6.9 | 1.3 | 13.8 | 2.1 | 4.0 | 22.8 | 46.1 | |||||||
| CNG/RNG/LNG Transportation and Infrastructure | 6.6 | 3.5 | 20.5 | 10.4 | 16.4 | 25.5 | 26.5 | |||||||
| Regulatory Initiatives: | ||||||||||||||
| Florida GUARD program | 1.9 | 0.9 | 5.1 | 2.4 | 3.6 | 6.9 | 9.9 | |||||||
| FCG SAFE Program | 2.3 | 1.1 | 6.2 | 2.2 | 3.8 | 8.5 | 12.0 | |||||||
| Capital Cost Surcharge Programs | 1.4 | 0.8 | 4.3 | 2.4 | 3.2 | 5.7 | 7.1 | |||||||
| Electric Storm Protection Plan | 1.8 | 0.7 | 4.4 | 2.0 | 3.2 | 5.9 | 8.8 | |||||||
| Maryland Rate Case | 0.5 | — | 1.1 | — | — | 1.5 | 3.5 | |||||||
| Delaware Rate Case (1) | 0.7 | — | 2.9 | — | 0.6 | 4.5 | 6.1 | |||||||
| Electric Rate Case (1) | 2.4 | — | 5.2 | — | 0.3 | 7.1 | 8.6 | |||||||
| Total Regulatory Initiatives | 11.0 | 3.5 | 29.2 | 9.0 | 14.7 | 40.1 | 56.0 | |||||||
| Total | $ | 24.5 | $ | 8.3 | $ | 63.5 | $ | 21.5 | $ | 35.1 | $ | 88.4 | $ | 128.6 |
(1) Includes adjusted gross margin attributable to interim rates during 2024 and 2025. See additional information provided below.
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14-14-14-14
Detailed Discussion of Major Projects and Initiatives
Pipeline Expansions
Worcester Resiliency Upgrade
In August 2023, Eastern Shore filed an application with the Federal Energy Regulatory Commission ("FERC") requesting authorization to construct the Worcester Resiliency Upgrade, which consists of a mixture of storage and transmission facilities in Sussex County, Delaware and Wicomico, Worcester, and Somerset Counties in Maryland. The project will provide long-term incremental supply necessary to support the growing demand of the participating shippers. In January 2025, the FERC approved the project. Construction has commenced and the project is expected to be placed into service in mid-2026 dependent on final FERC approval.
In June 2025, Eastern Shore filed a limited amended application with the FERC requesting revised initial transportation rates for the project. The revised rates reflected increased capital costs associated with unanticipated changes in global markets and supply chains, including the availability of skilled laborers with the requisite certifications to work on this project. Eastern Shore requested expedited action by the FERC in relation to this matter and an approved order was issued in July 2025. The project is expected to generate $10.2 million in adjusted gross margin in 2026 and $17.6 million in 2027 and thereafter.
East Coast Reinforcement Projects (Boynton Beach and New Smyrna Beach)
In December 2023, Peninsula Pipeline filed a petition with the Florida Public Service Commission ("PSC") for approval of its Transportation Service Agreements with Florida Public Utilities Company ("FPU") for projects that will provide additional supply to coastal communities on the East Coast of Florida, which are experiencing significant population growth. Peninsula Pipeline proposed several pipeline extensions to support FPU’s distribution system in the areas of Boynton Beach and New Smyrna Beach with an additional 15,000 Dts/day and 3,400 Dts/day, respectively. The Florida PSC approved the projects in March 2024. New Smyrna Beach was placed into service during May 2025 and construction is projected to be complete for Boynton Beach in the fourth quarter of 2025.
Central Florida Reinforcement Projects (Plant City and Lake Mattie)
In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of its Transportation Service Agreements with FPU for projects that will support additional supply to communities located in Central Florida which are also experiencing significant population growth. Peninsula Pipeline proposed to construct several pipeline extensions which will support FPU’s distribution system around the Plant City and Lake Mattie areas of Florida with an additional 5,000 Dts/day and 8,700 Dts/day, respectively. The Florida PSC approved the projects in May 2024. The Plant City project was completed in the fourth quarter of 2024, and the Lake Mattie project went into service in July 2025.
Renewable Natural Gas Supply Projects
In February 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of Transportation Service Agreements with FCG for projects that will support the transportation of additional renewable energy supply to FCG. The projects, located in Florida’s Brevard, Indian River and Miami-Dade counties, will bring renewable natural gas produced from local landfills into FCG’s natural gas distribution system. Peninsula Pipeline will construct several pipeline extensions which will support FCG's distribution system in Brevard County, Indian River County, and Miami-Dade County. Benefits of these projects include increased gas supply to serve expected FCG growth, strengthened system reliability and additional system flexibility. The Florida PSC approved the petition at its July 2024 meeting with the projects estimated to be completed in the first half of 2026. In October 2025, the Florida PSC approved amendments to the Transportation Service Agreements that were filed to include Peninsula Pipeline as a party to the related interconnection agreements.
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15-15-15-15
Miami Inner Loop Pipeline Projects
In September 2024, Peninsula Pipeline filed a petition with the Florida PSC for approval of the Transportation Service Agreement with FCG for a series of projects that will enhance the infrastructure in Miami-Dade County. The proposed expansion consists of the development of several pipeline projects to support growth and FCG's distribution system in the area, as well as enhance FCG's access to obtain gas from various points in the Miami-Dade County area. The expansion was approved in February 2025 and interim services began in August 2025 with permanent facilities expected to be in service by the second quarter of 2026.
Duncan Plains Pipeline Project
In July 2025, Aspire Energy Express entered into an agreement with American Electric Power to construct and operate an intrastate natural gas pipeline in central Ohio to serve a new fuel-cell facility, which will provide on-site electric power to a data center. This new transmission infrastructure is expected to be in service in the first half of 2027.
Regulatory Initiatives
Maryland Natural Gas Rate Case
In January 2024, the Company's natural gas distribution businesses in Maryland, CUC-Maryland Division, Sandpiper Energy, Inc., and Elkton Gas Company (collectively, the “Maryland natural gas distribution businesses”) filed a joint application for a natural gas rate case with the Maryland PSC. In connection with the application, the Company sought approval of the following: (i) permanent rate relief of approximately $6.9 million with a return on equity ("ROE") of 11.5 percent; (ii) authorization to make certain changes to tariffs to include a unified rate structure and to consolidate the Maryland natural gas distribution businesses; and (iii) authorization to establish a rider for recovery of the costs associated with the Company's new technology systems. In August 2024, the Maryland natural gas distribution businesses, the Maryland Office of People's Counsel (the "Maryland OPC") and PSC staff reached a settlement which provided for, among other things, an increase in annual base rates of $2.6 million. In September 2024, the Maryland Public Utility Judge issued an order approving the related settlement agreement in part. The $2.6 million increase in annual base rates was approved and the Company filed a Phase II filing in November 2024 to determine rate design across the Maryland natural gas distribution businesses, consolidation of the applicable tariffs and recovery of technology costs. The hearing was held in March 2025, during which Phase II was approved, including an additional $0.9 million in revenue requirement, for a total cumulative increase of $3.5 million. A final order was issued in April 2025 and included approval of the consolidation of the operations and the assets of CUC-Maryland Division, Sandpiper Energy, and Elkton Gas into one entity which was renamed and will operate as Chesapeake Utilities of Maryland, Inc.
Maryland Natural Gas Depreciation Study
In January 2024, the Company's natural gas distribution businesses in Maryland filed a joint petition for approval of its proposed unified depreciation rates with the Maryland PSC. A settlement among the Company, PSC staff and the Maryland OPC was reached and the final order approving the related settlement agreement went into effect in July 2024, with new depreciation rates effective as of January 1, 2023. The approved depreciation rates resulted in an annual reduction in depreciation expense of approximately $1.2 million.
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16-16-16-16
Delaware Natural Gas Rate Case
In August 2024, the Company's Delaware natural gas division filed an application for a natural gas rate case with the Delaware PSC seeking approval of the following: (i) permanent rate relief of approximately $12.1 million with a ROE of 11.5 percent; (ii) proposed changes to depreciation rates which were part of a depreciation study also submitted with the filing; and (iii) authorization to make certain changes to tariffs. Annualized interim rates were approved by the Delaware PSC in the amount of $2.5 million and became effective in October 2024. A settlement among the Company, PSC staff and the Delaware Division of the Public Advocate was reached and approved by the Delaware PSC in June 2025 providing an annual revenue increase of $6.1 million, as well as dividing the rate case into two phases. Rates set to recover the approved components of the increase were effective in March 2025. In October 2025, a settlement among the Company, PSC staff and the Delaware Division of the Public Advocate was reached for Phase II of the rate case addressing tariff-related changes including rate design and approved by the Delaware Public Service Commission with rates effective as of October 15, 2025.
FPU Electric Rate Case
In August 2024, the Company's Florida Electric division filed a petition with the Florida PSC seeking a general base rate increase of $12.6 million with a ROE of 11.3 percent based on a 2025 projected test year. Annualized interim rates of approximately $1.8 million were approved with an effective date of November 1, 2024. In March 2025, the Florida PSC approved the permanent rate increase, but the order was subsequently protested. In May 2025, the Company reached a settlement agreement with the interested parties to resolve all outstanding issues in its current base rate case, which was filed as a joint motion for approval with the Florida PSC. This settlement which was approved by the Florida PSC in July 2025, provides for a total revenue increase of approximately $8.6 million on an annual basis, with $1.0 million of the increase deferred from the first year's base rate increase and recovered over three years. A step-up rate increase was also approved for up to $0.7 million, upon completion of the purchase and refurbishment of certain substations, which is expected in December 2026.
FCG Depreciation Study
In February 2025, FCG filed a depreciation study with the Florida PSC. The application is requesting approval of revised annual depreciation rates, as well as a reduction related to a reserve imbalance that would be amortized over a two-year period. The outcome of the application is subject to review and approval by the Florida PSC. The Florida OPC filed a motion to hold this filing in abeyance, which was denied in April 2025. The OPC has since filed motions to reconsider and dismiss the docket, which were denied by the Florida PSC in September 2025. At this time, the docket is set for hearing in December 2025.
Other Major Factors Influencing Adjusted Gross Margin
Weather and Consumption
For the nine months ended September 30, 2025, increased customer consumption, which includes the effects of colder weather conditions, largely in the Company's Ohio and Delmarva service areas, compared to the prior-year period resulted in a $4.8 million increase in adjusted gross margin.
The following table summarizes heating degree-day (HDD) and cooling degree-day (CDD) variances from the 10-year average HDD/CDD ("Normal") for the three and nine months ended September 30, 2025 and 2024.
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17-17-17-17
| Three Months Ended | Nine Months Ended | |||||
|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||
| 2025 | 2024 | Variance | 2025 | 2024 | Variance | |
| Delmarva Peninsula | ||||||
| Actual HDD | 4 | 6 | (2) | 2,505 | 2,287 | 218 |
| 10-Year Average HDD ("Normal") | 19 | 27 | (8) | 2,538 | 2,635 | (97) |
| Variance from Normal | (15) | (21) | (33) | (348) | ||
| Florida | ||||||
| Actual HDD | 1 | — | 1 | 611 | 511 | 100 |
| 10-Year Average HDD ("Normal") | 1 | 1 | — | 526 | 512 | 14 |
| Variance from Normal | — | (1) | 85 | (1) | ||
| Florida City Gas | ||||||
| Actual HDD | — | — | — | 310 | 231 | 79 |
| 10-Year Average HDD ("Normal") | — | — | — | 234 | 239 | (5) |
| Variance from Normal | — | — | 76 | (8) | ||
| Ohio | ||||||
| Actual HDD | 107 | 43 | 64 | 3,881 | 3,180 | 701 |
| 10-Year Average HDD ("Normal") | 55 | 65 | (10) | 3,480 | 3,661 | (181) |
| Variance from Normal | 52 | (22) | 401 | (481) | ||
| Florida | ||||||
| Actual CDD | 1,298 | 1,528 | (230) | 2,602 | 2,824 | (222) |
| 10-Year Average CDD ("Normal") | 1,429 | 1,420 | 9 | 2,624 | 2,615 | 9 |
| Variance from Normal | (131) | 108 | (22) | 209 |
Natural Gas Distribution Growth
The average number of residential customers served on the Delmarva Peninsula increased by approximately 4.3 percent for both the three and nine months ended September 30, 2025. The average number of residential customers served by Florida Public Utilities Company increased by approximately 3.5 percent and 3.9 percent for the three and nine months ended September 30, 2025, respectively, while the average number of residential customers served by Florida City Gas increased by approximately 2.2 percent and 2.1 percent for the three and nine months ended September 30, 2025, respectively.
The details of the adjusted gross margin increase are provided in the following table:
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2025 | |||||||
| (in millions) | Delmarva Peninsula | Florida | Delmarva Peninsula | Florida | ||||
| Customer Growth: | ||||||||
| Residential | $ | 0.3 | $ | 0.6 | $ | 1.2 | $ | 2.4 |
| Commercial and industrial | — | 0.6 | 0.2 | 1.7 | ||||
| Total Customer Growth | $ | 0.3 | $ | 1.2 | $ | 1.4 | $ | 4.1 |
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18-18-18-18
Capital Investment Growth and Capital Structure Updates
The Company's capital expenditures were $335.6 million for the nine months ended September 30, 2025. The following table shows a range of the forecasted 2025 capital expenditures by segment and by business line:
| 2025 | ||||
|---|---|---|---|---|
| (in millions) | Low | High | ||
| Regulated Energy: | ||||
| Natural gas distribution | $ | 170.0 | $ | 175.0 |
| Natural gas transmission | 170.0 | 175.0 | ||
| Electric distribution | 35.0 | 40.0 | ||
| Total Regulated Energy | 375.0 | 390.0 | ||
| Unregulated Energy: | ||||
| Propane distribution | 12.0 | 15.0 | ||
| Energy transmission | 8.0 | 10.0 | ||
| Other unregulated energy | 12.0 | 15.0 | ||
| Total Unregulated Energy | 32.0 | 40.0 | ||
| Other: | ||||
| Corporate and other businesses | 18.0 | 20.0 | ||
| Total 2025 Forecasted Capital Expenditures | $ | 425.0 | $ | 450.0 |
The capital expenditure projection is subject to continuous review and modification. Actual capital requirements may vary from the above estimates due to a number of factors, including changing political and economic conditions, supply chain disruptions, capital delays that are greater than currently anticipated, customer growth in existing areas, regulation, new growth or acquisition opportunities and availability of capital. At September 30, 2025, the Company further increased and refined its 2025 capital guidance range to $425 million to $450 million given progress on its capital projects.
The Company's target ratio of equity to total capitalization, including short-term borrowings, is between 50 and 60 percent. The Company's equity to total capitalization ratio, including short-term borrowings, was approximately 49 percent as of September 30, 2025, as the Company continues to remain focused on moving back closer to this target ratio. In the last twelve months, the Company has issued $92.0 million of new equity via its DRIP and ATM program, representing 729 thousand incremental shares.
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19-19-19-19
Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| (in millions, except shares (thousands) and per share data) | ||||||||
| Operating Revenues | ||||||||
| Regulated Energy | $ | 146.4 | $ | 130.6 | $ | 497.8 | $ | 429.7 |
| Unregulated Energy | 40.7 | 35.6 | 195.3 | 160.1 | ||||
| Other Businesses and Eliminations | (7.5) | (6.0) | (22.0) | (17.6) | ||||
| Total Operating Revenues | 179.6 | 160.2 | 671.1 | 572.2 | ||||
| Operating Expenses | ||||||||
| Regulated natural gas and electricity costs | 31.7 | 28.4 | 137.3 | 105.7 | ||||
| Unregulated propane and natural gas costs | 10.7 | 9.8 | 71.4 | 53.4 | ||||
| Operations | 53.6 | 49.5 | 166.5 | 153.4 | ||||
| Maintenance | 6.1 | 5.1 | 17.5 | 16.6 | ||||
| Depreciation and amortization | 23.3 | 16.8 | 67.7 | 51.7 | ||||
| Other taxes | 9.0 | 8.9 | 27.6 | 27.0 | ||||
| FCG transaction and transition-related expenses | 0.2 | 0.8 | 1.0 | 3.1 | ||||
| Total Operating Expenses | 134.6 | 119.3 | 489.0 | 410.9 | ||||
| Operating Income | 45.0 | 40.9 | 182.1 | 161.3 | ||||
| Other income, net | 0.2 | 0.5 | 1.2 | 1.7 | ||||
| Interest charges | 18.2 | 17.1 | 54.1 | 50.9 | ||||
| Income Before Income Taxes | 27.0 | 24.3 | 129.2 | 112.1 | ||||
| Income taxes | 7.6 | 6.8 | 35.0 | 30.2 | ||||
| Net Income | $ | 19.4 | $ | 17.5 | $ | 94.2 | $ | 81.9 |
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | 23,526 | 22,501 | 23,265 | 22,346 | ||||
| Diluted | 23,629 | 22,564 | 23,360 | 22,402 | ||||
| Earnings Per Share of Common Stock: | ||||||||
| Basic | $ | 0.82 | $ | 0.78 | $ | 4.05 | $ | 3.67 |
| Diluted | $ | 0.82 | $ | 0.78 | $ | 4.03 | $ | 3.66 |
| Adjusted Net Income and Adjusted Earnings Per Share | ||||||||
| Net Income (GAAP) | $ | 19.4 | $ | 17.5 | $ | 94.2 | $ | 81.9 |
| FCG transaction and transition-related expenses, net (1) | 0.1 | 0.6 | 0.7 | 2.3 | ||||
| Adjusted Net Income (Non-GAAP)** | $ | 19.5 | $ | 18.1 | $ | 94.9 | $ | 84.2 |
| Earnings Per Share - Diluted (GAAP) | $ | 0.82 | $ | 0.78 | $ | 4.03 | $ | 3.66 |
| FCG transaction and transition-related expenses, net (1) | — | 0.02 | 0.03 | 0.10 | ||||
| Adjusted Earnings Per Share - Diluted (Non-GAAP)** | $ | 0.82 | $ | 0.80 | $ | 4.06 | $ | 3.76 |
(1) Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding and legal fees.
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20-20-20-20
Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
| Assets | September 30,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| (in millions, except shares and per share data) | ||||
| Property, Plant and Equipment | ||||
| Regulated Energy | $ | 2,848.6 | $ | 2,661.8 |
| Unregulated Energy | 481.8 | 463.7 | ||
| Other Businesses and Eliminations | 38.4 | 29.9 | ||
| Total property, plant and equipment | 3,368.8 | 3,155.4 | ||
| Less: Accumulated depreciation and amortization | (617.7) | (567.6) | ||
| Plus: Construction work in progress | 254.4 | 148.1 | ||
| Net property, plant and equipment | 3,005.5 | 2,735.9 | ||
| Current Assets | ||||
| Cash and cash equivalents | 1.8 | 7.9 | ||
| Trade and other receivables | 82.3 | 80.0 | ||
| Less: Allowance for credit losses | (4.2) | (3.3) | ||
| Trade and other receivables, net | 78.1 | 76.7 | ||
| Accrued revenue | 25.2 | 37.8 | ||
| Propane inventory, at average cost | 6.7 | 8.9 | ||
| Other inventory, at average cost | 18.2 | 18.0 | ||
| Regulatory assets | 30.0 | 23.9 | ||
| Storage gas prepayments | 5.6 | 3.8 | ||
| Income taxes receivable | 28.7 | 6.8 | ||
| Prepaid expenses | 21.4 | 17.3 | ||
| Derivative assets, at fair value | 0.1 | 0.6 | ||
| Other current assets | 3.0 | 2.6 | ||
| Total current assets | 218.8 | 204.3 | ||
| Deferred Charges and Other Assets | ||||
| Goodwill | 507.5 | 507.7 | ||
| Other intangible assets, net | 13.7 | 15.0 | ||
| Investments, at fair value | 16.8 | 14.4 | ||
| Derivative assets, at fair value | — | 0.1 | ||
| Operating lease right-of-use assets | 9.6 | 10.5 | ||
| Regulatory assets | 75.3 | 77.4 | ||
| Receivables and other deferred charges | 14.2 | 11.7 | ||
| Total deferred charges and other assets | 637.1 | 636.8 | ||
| Total Assets | $ | 3,861.4 | $ | 3,577.0 |
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21-21-21-21
Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
| Capitalization and Liabilities | September 30,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| (in millions, except shares and per share data) | ||||
| Capitalization | ||||
| Stockholders’ equity | ||||
| Preferred stock, par value $0.01 per share (authorized 2,000,000 shares), no shares issued and outstanding | $ | — | $ | — |
| Common stock, par value $0.4867 per share (authorized 50,000,000 shares) | 11.5 | 11.1 | ||
| Additional paid-in capital | 913.2 | 830.5 | ||
| Retained earnings | 597.2 | 550.3 | ||
| Accumulated other comprehensive loss | (3.2) | (1.7) | ||
| Deferred compensation obligation | 12.5 | 9.8 | ||
| Treasury stock | (12.5) | (9.8) | ||
| Total stockholders’ equity | 1,518.7 | 1,390.2 | ||
| Long-term debt, net of current maturities | 1,437.9 | 1,261.7 | ||
| Total capitalization | 2,956.6 | 2,651.9 | ||
| Current Liabilities | ||||
| Current portion of long-term debt | 34.5 | 25.5 | ||
| Short-term borrowing | 95.8 | 196.5 | ||
| Accounts payable | 89.2 | 78.3 | ||
| Customer deposits and refunds | 44.9 | 45.7 | ||
| Accrued interest | 17.4 | 4.8 | ||
| Dividends payable | 16.1 | 14.7 | ||
| Accrued compensation | 12.1 | 23.9 | ||
| Regulatory liabilities | 13.1 | 16.1 | ||
| Derivative liabilities, at fair value | 0.5 | — | ||
| Other accrued liabilities | 27.6 | 13.9 | ||
| Total current liabilities | 351.2 | 419.4 | ||
| Deferred Credits and Other Liabilities | ||||
| Deferred income taxes | 338.8 | 296.1 | ||
| Regulatory liabilities | 186.4 | 184.0 | ||
| Environmental liabilities | 2.8 | 2.2 | ||
| Other pension and benefit costs | 15.0 | 13.2 | ||
| Derivative liabilities, at fair value | 1.3 | 0.1 | ||
| Operating lease - liabilities | 8.0 | 8.7 | ||
| Deferred investment tax credits and other liabilities | 1.3 | 1.4 | ||
| Total deferred credits and other liabilities | 553.6 | 505.7 | ||
| Environmental and other commitments and contingencies (1) | ||||
| Total Capitalization and Liabilities | $ | 3,861.4 | $ | 3,577.0 |
(1) Refer to Note 6 and 7 in the Company's Quarterly Report on Form 10-Q for further information.
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22-22-22-22
Chesapeake Utilities Corporation and Subsidiaries
Distribution Utility Statistical Data (Unaudited)
| For the Three Months Ended September 30, 2025 | For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Delmarva NG Distribution | Florida Natural Gas Distribution | FPU Electric Distribution | Delmarva NG Distribution | Florida Natural Gas Distribution | FPU Electric Distribution | |||||||||||||||||||||
| Operating Revenues <br>(in millions) | ||||||||||||||||||||||||||
| Residential | $ | 9.3 | $ | 23.2 | $ | 15.4 | $ | 8.3 | $ | 21.6 | $ | 16.0 | ||||||||||||||
| Commercial and Industrial | 8.6 | 46.0 | 12.9 | 7.1 | 38.6 | 14.4 | ||||||||||||||||||||
| Other (1) | 1.6 | 13.9 | 2.4 | 2.4 | 10.1 | (0.5) | ||||||||||||||||||||
| Total Operating Revenues | $ | 19.5 | $ | 83.1 | $ | 30.7 | $ | 17.8 | $ | 70.3 | $ | 29.9 | ||||||||||||||
| Volumes (in Dts for natural gas and MWHs for electric) | ||||||||||||||||||||||||||
| Residential | 254,152 | 705,262 | 99,088 | 237,744 | 689,005 | 100,207 | ||||||||||||||||||||
| Commercial and Industrial | 1,900,478 | 11,068,460 | 110,078 | 1,913,091 | 11,757,062 | 118,214 | ||||||||||||||||||||
| Other | 70,386 | 1,772,152 | — | 59,512 | 2,156,255 | — | ||||||||||||||||||||
| Total | 2,225,016 | 13,545,874 | 209,166 | 2,210,347 | 14,602,322 | 218,421 | ||||||||||||||||||||
| Average Customers | ||||||||||||||||||||||||||
| Residential | 106,028 | 212,061 | 26,067 | 101,635 | 206,325 | 25,776 | ||||||||||||||||||||
| Commercial and Industrial | 8,445 | 17,331 | 7,504 | 8,322 | 17,061 | 7,354 | ||||||||||||||||||||
| Other | 27 | 131 | — | 27 | 118 | — | ||||||||||||||||||||
| Total | 114,500 | 229,523 | 33,571 | 109,984 | 223,504 | 33,130 | For the Nine Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2024 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Delmarva NG Distribution | Florida Natural Gas Distribution | FPU Electric Distribution | Delmarva NG Distribution | Florida Natural Gas Distribution | FPU Electric Distribution | |||||||||||||||||||||
| Operating Revenues <br>(in millions) | ||||||||||||||||||||||||||
| Residential | $ | 74.2 | $ | 84.0 | $ | 39.5 | $ | 60.0 | $ | 76.2 | $ | 38.7 | ||||||||||||||
| Commercial and Industrial | 40.8 | 145.4 | 32.7 | 35.0 | 132.8 | 37.3 | ||||||||||||||||||||
| Other (1) | (1.7) | 34.7 | 7.9 | (2.2) | 17.6 | (3.6) | ||||||||||||||||||||
| Total Operating Revenues | $ | 113.3 | $ | 264.1 | $ | 80.1 | $ | 92.8 | $ | 226.6 | $ | 72.4 | ||||||||||||||
| Volumes (in Dts for natural gas and MWHs for electric) | ||||||||||||||||||||||||||
| Residential | 4,142,289 | 3,158,849 | 253,347 | 3,499,276 | 3,082,323 | 243,454 | ||||||||||||||||||||
| Commercial and Industrial | 7,906,328 | 35,529,998 | 281,913 | 7,588,547 | 37,774,530 | 301,687 | ||||||||||||||||||||
| Other | 223,124 | 5,038,164 | — | 207,213 | 6,528,899 | — | ||||||||||||||||||||
| Total | 12,271,741 | 43,727,011 | 535,260 | 11,295,036 | 47,385,752 | 545,141 | ||||||||||||||||||||
| Average Customers | ||||||||||||||||||||||||||
| Residential | 105,344 | 210,928 | 26,031 | 101,045 | 204,978 | 25,747 | ||||||||||||||||||||
| Commercial and Industrial | 8,480 | 17,315 | 7,493 | 8,361 | 17,029 | 7,361 | ||||||||||||||||||||
| Other | 26 | 129 | — | 26 | 109 | — | ||||||||||||||||||||
| Total | 113,850 | 228,372 | 33,524 | 109,432 | 222,116 | 33,108 |
(1) Operating Revenues from "Other" sources include unbilled revenue, under (over) recoveries of fuel cost, conservation revenue, other miscellaneous charges, fees for billing services provided to third parties and adjustments for pass-through taxes.
q32025ep
Q3 2025 Earnings Call Presentation Friday, November 7, 2025
Safe Harbor for Forward-Looking Statements 2 Safe Harbor Statement Some of the statements in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable law. Such forward-looking statements may be identified by the use of words, such as “project,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” “potential,” “forecast” or other similar words, or future or conditional verbs such as “may,” “will,” “should,” “would” or “could.” These statements represent our intentions, plans, expectations, assumptions and beliefs about our future financial performance, business strategy, projected plans and objectives. These statements are subject to many risks and uncertainties and actual results may materially differ from those expressed in these forward-looking statements. Please refer to Chesapeake Utilities' Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent quarterly reports on Form 10-Q filed with the SEC and other SEC filings concerning factors that could cause those results to be different than contemplated in this presentation. Non-GAAP Financial Information This presentation includes non-GAAP financial measures including Adjusted Gross Margin, Adjusted Net Income and Adjusted Earnings Per Share (“EPS*”). A "non-GAAP financial measure" is generally defined as a numerical measure of a company's historical or future performance that includes or excludes amounts, or that is subject to adjustments, so as to be different from the most directly comparable measure calculated or presented in accordance with GAAP. Our management believes certain non- GAAP financial measures, when considered together with GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. The Company calculates Adjusted Gross Margin 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. The Company calculates Adjusted Net Income and Adjusted EPS by deducting costs and expenses associated with significant acquisitions that may affect the comparison of period-over-period results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. The Company believes that these non-GAAP measures are useful and meaningful to investors as a basis for making investment decisions and provide investors with information that demonstrates the profitability achieved by the Company under allowed rates for regulated energy operations and under the Company's competitive pricing structures for unregulated energy operations. The Company's management uses these non-GAAP financial measures in assessing a business unit and Company performance. Other companies may calculate these non-GAAP financial measures in a different manner. See Appendix for a reconciliation of Gross Margin, Net Income and EPS, all as defined under GAAP, to our non-GAAP measures of Adjusted Gross Margin, Adjusted Net Income, and Adjusted EPS for each of the periods presented. *Unless otherwise noted, EPS and Adjusted EPS information is presented on a diluted basis.
• Enact a system to ensure kids and pets remain away from hot surfaces, open flames, knives • Keep things away from the edges of counters, including dangling cords, pots and anything that can tip / spill / break • Know how to manage flames and fire: keep a fire extinguisher and/or fire blanket in or near the kitchen • Keep floors & walkways free of spills, cords and trash to prevent slips, trips and falls Q3 2025 Safety Moment: Kitchen & Fire Safety 3 KITCHEN FIRE SAFETY TIPS:
Titles Should Be Font Size 40 – 44 4 Jeff Householder Chair of the Board, President & Chief Executive Officer Beth Cooper Executive Vice President, Chief Financial Officer, Treasurer & Asst. Corporate Secretary Lucia Dempsey Head of Investor Relations Jim Moriarty Executive Vice President, General Counsel, Corporate Secretary & Chief Policy and Risk Officer oday's Presenters
Delivering With Purpose INCREASING CAPEX GUIDANCE 2025 investment forecast now $425 - $450M $8.7M OF CAPITAL PROJECT MARGIN Incremental Adj. Gross Margin2 relative to Q3'24 $123M OF CAPITAL INVESTMENT Up 27% from $97M in Q3'24 CUSTOMER GROWTH OF 3.2% Increase in avg. natural gas residential customers $200M OF LONG- TERM DEBT ISSUED Maintaining balance sheet strength and flexibility AFFIRMING 2025E EPS GUIDANCE3 $6.15 - $6.35 represents growth of 14% - 18% ADJ. GROSS MARGIN1: $137M Up 12% from Q3'24 Adj. Gross Margin of $122M INFRASTRUCTURE MARGIN OF $3.9M Incremental Adj. Gross Margin relative to Q3'24 DELAWARE CASE FINALIZED Final settlement reached for tariff / rate design 5 1 See appendix for a reconciliation of non-GAAP metrics. 2 Includes pipeline expansions and CNG / RNG / LNG transportation and infrastructure. 3 Subject to a successful outcome on the FCG Depreciation Study.
Growth Trajectory Continues in Q3 2025 6 $3.76 $4.08 $2.10 $2.22 $0.86 $1.04 $0.80 $0.82 YTD 2024 YTD 2025 • Adjusted Gross Margin1: $137.2M, up 12% from Q3 2024 • Adjusted Net Income1: $19.5M, up 8% from Q3 2024 • Adjusted EPS1: $0.82, up 3% from Q3 2024 Q3 2025 Financial HighlightsYTD Adjusted Diluted EPS1 1 See appendix for a reconciliation of non-GAAP metrics. 2 May not equal the sum of quarterly Adj. EPS due to differences between quarter-end and year-to-date weighted average share count. +8% • Adjusted Gross Margin1: $462.4M, up 12% from YTD 2024 • Adjusted Net Income1: $94.9M, up 13% from YTD 2024 • Adjusted EPS1: $4.06, up 8% from YTD 2024 YTD 2025 Financial Highlights Q1 Q2 . 62 Q3
2025 Guidance: Reaffirming EPS, Increasing CapEx • YTD 2025 CapEx of $336 million • New 2025 CapEx Guidance: $425 - $450 million ◦ $25 million increase from top end of prior range 2025 Capital Expenditure Guidance • Reaffirming 2025 Adj. EPS1 range of $6.15 - $6.35 ◦ Assumes a successful outcome on the FCG Depreciation Study this year 2025 Adj. EPS1 Guidance $425 $450 $113 $113 $100 $100 $123 $123 Previous Guidance Updated Guidance $425 Q1 Q2 7 $5.39 $6.35 $2.10 $2.22 $0.86 $1.04 $0.80 $0.82 $1.63 FY 2024 FY 2025 $6.15 Q1 Q2 Q3 Q4 Q1 Q2 +14-18% +$25M 1 See appendix for a reconciliation of non-GAAP metrics. Q3 $375 Q3
Natural Gas Demand Growth Remains Strong Average Residential Customer Growth: 2025 vs 2024 Q ua rt er ly G ro w th 8 4.3% 3.5% 2.2% DELMARVA FPU 4.3% 3.9% 2.1%YT D G ro w th FCG DELMARVA FPU FCG
Executing on Our Long-Term Growth Plan 9 Earnings growth to support increased shareholder value Foundation of operational excellence across the organization Continually execute on business transformation Proactively manage regulatory agenda Prudently deploy investment capital
Capital Deployment Highlights … plus new projects and incremental capital investment driving an additional ~$25M increase in full-year 2025 capital expenditures. Capital Expenditures Total Margin Q3 2025 YTD 2025 Q3 2025 YTD 2025 FY 2024 FY 2025 FY 2026 Transmission $108.1M $295.7M $6.9M $13.8M $4.0M $22.8M $46.1M Infrastructure $7.4M $20.0M $13.8M $27.0M $37.8M Total $108.1M $295.7M $14.3M $33.8M $17.8M $49.8M $83.9M Incremental Investments in 2025 CapEx Project ~$15M Initial ERP Kickoff Investment ~$10M ESNG System Improvements ~$25M Overall Guidance Increase Major capital projects are on track and on budget and 400+ small-scale projects completed YTD 2025... Diggers at work on an Eastern Shore Natural Gas reliability project in Salisbury, MD 10
11 Worcester Resiliency Upgrade (WRU) Project RECENT PROJECT UPDATES: • June 2025: ◦ Tank transportation was completed successfully; all five tanks now on-site and ready for construction • July 2025: ◦ Formally mobilized construction contractor to begin site work ◦ Received an initial Notice to Proceed from FERC to begin site preparation and construction and received approval of updated rates, resulting in $3.9M of additional full-year margin • August 2025: ◦ Received full FERC Notice to Proceed and began full project construction, including civil foundation work • October 2025: ◦ Successfully completed first PHMSA inspection ◦ Majority of equipment on site and control building erected $100 million FERC-approved LNG storage facility in Bishopville, MD: 500K gallons of storage across five tanks to meet incremental natural gas demand in Southern Delaware, Maryland and beyond CPK's Regulatory Team visits the WRU Construction Site.
Transmission Projects Advance to Meet Demand 12 # Project Name Status1 In-Service Total CapEx Adj. Gross Margin ($M) 2025E 2026E 1 St. Cloud / Twin Lakes In-Service Q3 2023 ~$4M $0.6 $0.6 2 Newberry Expansion In-Service Q2 2024 ~$15M $2.6 $2.6 3 Warwick Extension In-Service Q4 2024 ~$9M $1.9 $1.9 4 Plant City In-Service Q4 2024 ~$4M $1.2 $1.2 5 Boynton Beach In-Service Q1 2025 ~$21M $3.0 $3.4 6 Indian River RNG In-Service Q1-Q2 2025 ~$18M $2.5 $5.47 Brevard RNG In-Service ~$6M 8 Medley RNG In-Service ~$22M 9 New Smyrna Beach In-Service Q2 2025 ~$15M $1.6 $2.6 10 St. Cloud Expansion In-Service Q2 2025 ~$20M $2.2 $3.2 11 Wildlight Phase 1 & 2 In-Progress 2023-2025 ~$25M $3.0 $4.3 12 Miami Inner Loop In-Progress 2H 2025 ~$40M $2.8 $7.6 13 Lake Mattie In-Progress Q4 2025 ~$18M $1.4 $3.1 14 Worcester Resiliency Upgrade (WRU) In-Progress Q2 2026 ~$100M — $10.2 15 AEX Duncan Plains In-Progress 2027 $10M — — Totals: $327M $22.8 $46.1 1 May reflect interim in-service status using Marlin Virtual Pipeline Services while construction is being completed.
Strong Progress on 5-Year CapEx Guidance ~$1.4 billion of identified capital projects support our 5-year CapEx guidance of $1.5 - $1.8 billion >70% capital spend with existing regulatory approvals or recovery mechanisms Identified CapEx 5-Year Spend Natural Gas LDC Organic Growth $625M Worcester Resiliency Upgrade $100M Newberry, Wildlight Phase 2 $28M Boynton Beach, New Smyrna $36M Lake Mattie, St. Cloud, Plant City $42M Miami Inner Loop Projects $40M Other Approved Pipeline Projects $49M GUARD / SAFE Programs $230M Eastern Shore Capital Surcharge $75M Florida Electric Storm Protection Plan $50M Unregulated Businesses $20M Technology Transformation $90M Total Identified & Ongoing Capital ~$1.4B Segment 5-Year Guidance Regulated Distribution $600 - $645M Regulated Transmission $435 - $590M Regulated Infrastructure $325 - $375M Unregulated Businesses $100 - $140M Technology $70 - $90M Total $1.5 - $1.8B 13
Potential Projects on the Horizon 14 • Natural gas transmission expansions to support demand in Delaware and Cecil County, MD along I-95 expansions to serve growth in retail warehouse and distribution centers • Expansions in the southern end of the Delmarva system, including to Virginia’s Eastern Shore space and agricultural industries • Natural gas expansion for Florida’s Space Coast to serve cruise, space and port industries • Natural gas expansion in South Florida to add capacity and resiliency in the greater Miami area • Additional RNG and Marlin virtual pipeline transportation opportunities across our service areas • Additional natural gas transmission expansions in Ohio to serve data centers and serve population growth
Final Orders Reached on All Rate Cases 15 Active Filings 2025 Margin 2026 Margin Status Maryland Rate Case Docket #9722 $1.5 $3.5 April 2025: Received Final Order approving annual revenue increase of $3.5M Delaware Rate Case Docket #24-0906 $4.5 $6.1 June 2025: Received Final Order approving annual revenue increase of $6.1M October 2025: Reached final approved settlement on issues related to rate design and tariffs FPU Electric Rate Case Docket #20240099 $7.1 $8.6 July 2025: Received Final Order approving annual revenue increase of $8.6M Total $13.1 $18.2 39% growth in 2026 over FY 2025 $ millions
Recovery of Excess Depreciation 16 February 2025 • Updated depreciation study filed; requested effective back to January 1, 2025 September 2025 • Commission Hearing Dismisses OPC Motions for Reconsideration & Dismissal September 2025 • Filing was amended from a Proposed Agency Action (PAA) to a Hearing Oct. / Nov. 2025 • CPK files Testimony re-requesting 2-year amortization of $19.2M excess reserve November 2025 • Intervener and Staff Testimony submitted December 2025 • Commission Prehearing and Hearing Dec 2025 - Feb 2026 • Expected final resolution of filing Docket # 20250035 • February 2025: Requested a reduction in depreciation expense of ~$1M based on updated asset lives and a 2-year amortization of the remaining excess depreciation reserve • September 2025: Filing updated from a Proposed Agency Action (PAA) to a Hearing, generating a revised schedule that allows for completion of the process by February 2026 Updated Procedural Schedule
Business Transformation Supports Growth 17 CUSTOMER EXPERIENCE: Improve billing process, streamline service requests, modernize customer interactions through automation and digital platforms. OPERATIONAL EXCELLENCE: Enhance operations, asset management and field service efficiency using SAP, GIS and AI-enabled tools. DIGITAL AGILITY: Strengthen cybersecurity, modernize IT infrastructure and automate workflows with AI to boost productivity and resilience. EMPLOYEE EXPERIENCE: Elevate engagement, talent planning and training while improving internal service delivery and change management. FINANCIAL MODERNIZATION: Automate key processes, optimize supply chain operations and modernize analytics. Strategic Themes for Transformation
Engaging with All Stakeholders 18 FPU and FCG team members support a lighthouse cleanup in Jupiter, Florida. YTD Community Investment >1,500 hours volunteered by ~670 team members (54% of the company) ~$488,000 of charitable donations & sponsorships We were pleased to welcome Lisa Eden to our Board of Directors in September. Following her 20-year tenure at TXNM Energy, Inc., Lisa brings a wealth of knowledge and experience in finance, strategic planning, talent management and information technology. Delaware team members accept the Stars of Delaware award at a ceremony hosted by the Daily State News.
$0.80 $0.82 Q3 2024 Q3 2025 +3% $122.0 $137.2 Q3 2024 Q3 2025 $18.1 $19.5 Q3 2024 Q3 2025 +8% 1 See appendix for a reconciliation of non-GAAP metrics. Incremental growth in Adjusted Gross Margin, Adjusted Net Income & Adjusted Earnings Per Share1 Adjusted Gross Margin1 Adjusted Earnings Per Share1Adjusted Net Income1 +12% 19 Consistent Growth in Q3 2025 $ millions except per share amounts
$0.80 0.17 0.12 0.11 0.09 0.05 (0.03) (0.14) (0.12) (0.10) (0.03) (0.04) (0.06) $0.82 Q3 2024 Adj. EPS Natural Gas Transmission Expansions Infrastructure Program Growth Regulatory Rate Increases CNG / LNG / RNG Transportation Natural Gas Distribution Growth Changes in Customer Consumption D&A, Property Tax Increased O&M Expense Absence of RSAM Benefit Interest Expense Share Dilution Other Q3 2025 Adj. EPS 1 See appendix for a reconciliation of non-GAAP metrics. Adjusted EPS for the third quarter benefited from natural gas transmission, distribution and infrastructure growth, approved rate cases and virtual pipeline transportation Adjusted Earnings Per Share1 20 Q3 2025 Key Performance Drivers
$102.2 $114.7 Q3 2024 Q3 2025 Adjusted Gross Margin1 Operating Income $44.0 $48.9 Q3 2024 Q3 2025 + 12% +11% Investments in transmission, distribution & infrastructure drive double-digit Regulated Operations growth 21 Regulated Operations Margin Growth Continues Note: Dollars in millions. 1See appendix for a reconciliation of non-GAAP metrics.
$19.8 $22.4 Q3 2024 Q3 2025 $2.6M of Adj. Gross Margin Growth driven by Marlin Virtual Pipeline and Full Circle Dairy Operations Adjusted Gross Margin1 +13% Note: Dollars in millions. 1See appendix for a reconciliation of non-GAAP metrics. 2 Operating results for the second and third quarters historically have been lower due to reduced customer demand during warmer periods of the year. The impact to operating income may not align with the seasonal variations in adjusted gross margin as many of the operating expenses are recognized ratably over the course of the year. • $2.6 million of increased margin from: ◦ Continued growth in our Marlin Virtual Pipeline Services ◦ Incremental contribution from Full Circle Dairy operations ◦ Increased performance from Aspire Energy ◦ Partially offset by propane margins and service fees • Q3 2025 Operating Loss2 of $3.9 million driven by typical seasonality patterns22 Unregulated Adj. Gross Margin Growth of 13%
Total Capitalization Equity Short-Term Debt1 Long-Term Debt 48% 8% 44% 49% 4% 47% 1 Short-term debt for both periods includes short-term borrowing as well as the current portion of long-term debt. 2 Total liquidity includes the upsized $450M Revolver and $305M of Private Placement Shelf Agreements. Equity Issuances & Shares Outstanding • 125,590 shares issued throughout Q3 2025 • $83.1M equity issued YTD through 9/30/2025 • 104,871 shares issued in October 2025 • 23,650,684 shares outstanding as of 11/3/2025 $ in millions Executing on Our Financing Strategy $2,874 $3,087 $1,262 $1,438 $222 $130 $1,390 $1,519 12/31/2024 9/30/202523 • $200M of new long-term debt issued in Q3 2025 ◦ $60.0M at 4.88% due August 2028 ◦ $50.0M at 5.02% due September 2030 ◦ $90.0M at 5.16% due August 2031 • 87% of total liquidity available as of 9/30/2025 ◦ Out of total capacity of $755 million2 Debt & Liquidity Update
$1.15 $1.22 $1.32 $1.48 $1.62 $1.76 $1.92 $2.14 $2.36 $2.56 $2.74 $1.15 $1.22 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 1 Calculated through 12/31/2024. 10-Year Dividend CAGR of 9% Dividend Increases in 30 of the last 32 Years – Since 1994 65 Consecutive Years of Dividend Payments – Since 1961 22 Consecutive Years of Dividend Increases – Since 2004 Industry-Leading Annual Shareholder Return ~12%+ 10-Year CAGR1 2025 Reflects 7% Annual Increase Retained Earnings enables CPK to reinvest to support growth plan 24 Dividend Policy Drives Increased Shareholder Value Annualized Dividend Per ShareGrowth Plan drives Earnings Growth ~8.5% 10-Year CAGR 45-50% Target Payout Ratio Dividend Growth aligned with EPS Growth
$3.47 $3.72 $4.21 $4.73 $5.04 $5.31 $5.39 $6.35 $8.00 $3.47 $3.72 2018 2019 2020 2021 2022 2023 2024 2025 2028 Guidance Adjusted Earnings Per Share1 • YTD 2025 Adjusted EPS1 of $4.06 ◦ 2025 Guidance of $6.15 to $6.35 ◦ 2028 Guidance of $7.75 to $8.00 • Annual shareholder return >75th percentile among peer group2 during the past 1, 10, 15 & 20 year periods • >300% increase in stock price over the past 15 years 1 See appendix for a reconciliation of non-GAAP metrics. 2 Peer Group includes select group of 10 CPK peer companies. Details can be found in the Annual Report on Form 10-K. Earnings Growth Driven by Capital Investment... … Leading to Best in Class Shareholder Return $6.15 $7.75 +8.4 – 8.7% 10-Year CAGR +14% – 18% 25 Industry-Leading Adj. EPS Growth Drives Value
Reaching New Heights in 2025 26 Top-Quartile Growth & Total Shareholder Return Maintaining Our Financial Discipline Delivering on Our Promises Focusing on the Three Pillars of Growth Achieving EPS & Capital Guidance
Chesapeake Utilities Corporation Confidential 2025 Additional InformationAPPENDIX
Significant Growth & Infrastructure Investment 28 RELIABILITY INFRASTRUCTURE: system upgrades and replacements Margin growth driven by multiple streams of capital investment opportunities Adjusted Gross Margin ($M) Jurisdiction Program Capital Investment 2024A 2025E 2026E Q3'24 Q3'25 FPU GUARD $205M1 $3.6 $6.9 $9.9 $0.9 $1.9 FCG SAFE $255M1 $3.8 $8.5 $12.0 $1.1 $2.3 ESNG Capital Cost Surcharge $50-75M2 $3.2 $5.7 $7.1 $0.8 $1.4 FPU Electric Storm Protection Plan $50-75M2 $3.2 $5.9 $8.8 $0.7 $1.8 Reliability Infrastructure Adj. Gross Margin Total $13.8 $27.0 $37.8 $3.5 $7.4 TRANSMISSION INFRASTRUCTURE: new investments to meet growth & demand 1 Reflects PSC-approved 10-year capital investment. 2 Reflects 5-year capital investment range. Adjusted Gross Margin ($M) Project Type Capital Investment 2024A 2025E 2026E Q3'24 Q3'25 Approved Transmission Expansions ~$327M $4.0 $22.8 $46.1 $1.3 $6.9
Year Q1 Q2 Q3 Q4 2024 39% 16% 15% 30% 2023 38% 17% 13% 31% 2022 41% 19% 11% 29% 2021 41% 16% 15% 27% 2020 42% 15% 13% 29% 5-Year Average 39% 17% 14% 31% 1Adjusted EPS starting in Q3 2023, which excludes transaction and transition-related expenses incurred attributable to the acquisition of FCG. See appendix for a reconciliation of non-GAAP metrics. 29 Quarterly Earnings Cadence Historical Actual EPS Quarterly Distribution There are several factors that shift the cadence of our quarterly earnings profile in 2025. 1 2025 Actual EPS Cadence 1 Quarterly Adj. EPS divided by low & high end of 2025 EPS guidance range 36% 17% 13% 31%35% 16% 13% 27% Q1 Q2 Q3 Q4 Shift in earnings cadence driven by: • Timing of in- service dates for major capital projects, which is more heavily weighted in Q4 2025 • Timing of RSAM Adjustments versus timing and outcome of FCG Depreciation Study
$11 $135 $132 $197 $157 $212 $152 $58 $159 $59 $206 $60 $50 $90 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035+ Q3 2025 LONG-TERM DEBT ISSUANCE • $200M Private Placement issuance of unsecured Senior Notes with an average rate of 5.04% ◦ $150M funded on August 1, 2025 ◦ $50M funded on September 15, 2025 $ in millions 30 Long-Term Debt Maturity Profile 1 Reflects long-term debt balance as of September 30, 2025. 1 August 2025 New Debt Issuance
Third Quarter Results Year-to-Date Results Consolidated Reconciliation Q3 2025 Q3 2024 $ % YTD 2025 YTD 2024 $ % GAAP Operating Revenues $ 179.6 $ 160.2 $ 19.4 12% $ 671.1 $ 572.2 $ 98.9 17% Cost of Sales Nat Gas, Propane, & Electric (42.4) (38.2) (4.2) 11% (208.7) (159.1) (49.6) 31% Operating Expense1 (22.1) (18.8) (3.3) 18% (69.6) (60.1) (9.5) 16% D&A (23.3) (16.8) (6.5) 39% (67.7) (51.7) (16.0) 31% GAAP Gross Margin $ 91.8 $ 86.4 $ 5.4 6% $ 325.1 $ 301.3 $ 23.8 8% Add Back: Operating Expense1 22.1 18.8 3.3 18% 69.6 60.1 9.5 16% Add Back: D&A 23.3 16.8 6.5 39% 67.7 51.7 16.0 31% Adjusted Gross Margin $ 137.2 $ 122.0 $ 15.2 12% $ 462.4 $ 413.1 $ 49.3 12% $ in millions 31 GAAP to Non-GAAP Reconciliation: Consolidated Note: D&A refers to Depreciation and Amortization Expense. 1 Operations & maintenance expenses within the Consolidated Statements of Income are presented in accordance with regulatory requirements and to provide comparability within the industry. Operations & maintenance expenses which are deemed to be directly attributable to revenue producing activities have been separately presented above in order to calculate Gross Margin as defined under US GAAP. See Chesapeake Utilities’ Annual Report on Form 10-K for the year ended December 31, 2024 for additional details.
Note: D&A refers to Depreciation and Amortization Expense. 1 Operations & maintenance expenses within the Consolidated Statements of Income are presented in accordance with regulatory requirements and to provide comparability within the industry. Operations & maintenance expenses which are deemed to be directly attributable to revenue producing activities have been separately presented above in order to calculate Gross Margin as defined under US GAAP. See Chesapeake Utilities’ Annual Report on Form 10-K for the year ended December 31, 2024 for additional details. Third Quarter Results Year-to-Date Results Regulated Segment Q3 2025 Q3 2024 $ % YTD 2025 YTD 2024 $ % GAAP Operating Revenues $ 146.4 $ 130.6 $ 15.8 12% $ 497.8 $ 429.7 $ 68.1 16% Cost of Sales Nat Gas, Propane, & Electric (31.7) (28.4) (3.3) 12% (137.3) (105.7) (31.6) 30% Operating Expense1 (12.6) (10.7) (1.9) 18% (40.5) (35.7) (4.8) 13% D&A (18.2) (12.3) (5.9) 48% (52.6) (39.5) (13.1) 33% GAAP Gross Margin $ 83.9 $ 79.2 $ 4.7 6% $ 267.4 $ 248.8 $ 18.6 7% Add Back: Operating Expense1 12.6 10.7 1.9 18% 40.5 35.7 4.8 13% Add Back: D&A 18.2 12.3 5.9 48% 52.6 39.5 13.1 33% Adjusted Gross Margin $ 114.7 $ 102.2 $ 12.5 12% $ 360.5 $ 324.0 $ 36.5 11% Unregulated Segment Q3 2025 Q3 2024 $ % YTD 2025 YTD 2024 $ % GAAP Operating Revenues $ 40.7 $ 35.6 $ 5.1 14% $ 195.3 $ 160.1 $ 35.2 22% Cost of Sales Nat Gas, Propane, & Electric (18.3) (15.8) (2.5) 16% (93.4) (70.9) (22.5) 32% Operating Expense1 (9.5) (8.1) (1.4) 17% (29.0) (24.4) (4.6) 19% D&A (5.1) (4.5) (0.6) 13% (15.1) (12.2) (2.9) 24% GAAP Gross Margin $ 7.8 $ 7.2 $ 0.6 8% $ 57.8 $ 52.6 $ 5.2 10% Add Back: Operating Expense1 9.5 8.1 1.4 17% 29.0 24.4 4.6 19% Add Back: D&A 5.1 4.5 0.6 13% 15.1 12.2 2.9 24% Adjusted Gross Margin $ 22.4 $ 19.8 $ 2.6 13% $ 101.9 $ 89.2 $ 12.7 14%32 GAAP to Non-GAAP Reconciliation: Segment Results $ in millions
1 Transaction and transition-related expenses represent costs incurred attributable to the acquisition and integration of FCG including, but not limited to, transition services, consulting, system integration, rebranding and legal fees. Third Quarter Results Year-to-Date Results Non-GAAP Reconciliation: Net Income /EPS Q3 2025 Q3 2024 $ % YTD 2025 YTD 2024 $ % GAAP Net Income $ 19.4 $ 17.5 $ 1.9 11% $ 94.2 $ 81.9 $ 12.3 15% FCG Transaction+Transition Expenses1 $ 0.1 $ 0.6 $ (0.5) (83)% $ 0.7 $ 2.3 $ (1.6) (70)% Adjusted Net Income $ 19.5 $ 18.1 $ 1.4 8% $ 94.9 $ 84.2 $ 10.7 13% Diluted Weighted Avg. Common Shares Outstanding 23,629 22,564 23,360 22,402 GAAP Diluted EPS $0.82 $0.78 $ 0.04 5% $4.03 $3.66 $ 0.37 10% FCG Transaction+Transition Expenses1 — 0.02 (0.02) (100)% 0.03 0.10 (0.07) (70)% Adjusted Diluted EPS $0.82 $0.80 $ 0.02 3% $4.06 $3.76 $ 0.30 8% $ in millions except per-share amounts shares in thousands 33 GAAP to Non-GAAP Reconciliation: Adj. Net Income & EPS