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): February 25, 2026
CHESAPEAKE UTILITIES CORPORATION
(Exact name of registrant as specified in its charter)
| DE | 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.
☐
Explanatory Note
Item 2.02. Results of Operations and Financial Condition.
On February 25, 2026, Chesapeake Utilities Corporation issued a press release announcing its financial results for quarter and year ended December 31, 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 February 25, 2026, Chesapeake Utilities Corporation posted a presentation that will be used during its conference call on February 26, 2026, to discuss the Company’s financial results for the quarter and year ended December 31, 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 February 25, 2026.
Exhibit 99.2 - Fourth 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: February 25, 2026 |
Document
FOR IMMEDIATE RELEASE
February 25, 2026
NYSE Symbol: CPK
CHESAPEAKE UTILITIES CORPORATION REPORTS FISCAL YEAR 2025 RESULTS
•Earnings per share ("EPS")* was $5.97 for the full year 2025 and $1.93 for the fourth quarter of 2025
•Adjusted EPS**, which excludes transaction and transition-related expenses attributable to the acquisition of Florida City Gas ("FCG") in late 2023, was $6.01 for the full year 2025 and $1.94 for the fourth quarter of 2025, representing annual growth of 11.5 percent compared to the prior year
•Adjusted gross margin** increased by $71.1 million during the year driven primarily by regulatory initiatives and infrastructure programs, natural gas organic growth, transmission expansion projects, and increased demand for Marlin's services
•Record capital spending for 2025 of $470.4 million which included more than $100 million that will contribute to earnings beginning in 2026 and beyond
•Equity to total capitalization ratio approximated 50 percent at December 31, 2025; returning to the Company's target capital structure ahead of its projections at the time of the FCG acquisition and despite increased capital spending
•The Company is initiating 2026 capital expenditure guidance of $450-$500 million and continues to affirm its 2024-2028 capital expenditure guidance of $1.5 - $1.8 billion and 2028 EPS guidance of $7.75 - $8.00
Dover, Delaware — Chesapeake Utilities Corporation (NYSE: CPK) (“Chesapeake Utilities” or the “Company”) today announced financial results for the year and the fourth quarter ended December 31, 2025.
Net income was $140.3 million ($5.97 per share) in 2025 compared to $118.6 million ($5.26 per share) in 2024. Excluding transaction and transition-related expenses related to the acquisition of FCG, adjusted net income** was $141.1 million ($6.01 per share) compared with $121.5 million ($5.39 per share) in 2024.
In the fourth quarter of 2025, the Company's net income was $46.1 million ($1.93 per share) compared with $36.7 million ($1.60 per share) during the prior-year period. Excluding the transaction and transition-related expenses, adjusted net income was $46.2 million ($1.94 per share) compared with $37.3 million ($1.63 per share) during the fourth quarter of 2024.
2025 Highlights Driving Strong Growth and Performance**:
•Strong year-over-year residential customer growth of 4.1 percent in Delmarva and 2.8 percent in Florida
•10 transmission capital projects brought online throughout 2024 and 2025, driving $18.8 million of incremental adjusted gross margin or $0.58 of incremental EPS
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•$121.2 million of infrastructure capital investments, driving $13.8 million of incremental adjusted gross margin or $0.43 of incremental EPS
•Increased demand for CNG/LNG/RNG services driving $10.7 million of incremental adjusted gross margin or $0.33 of incremental EPS
•Completion of three rate cases in DE, MD and Florida Electric, driving $12.6 million of incremental adjusted gross margin or $0.39 of incremental EPS
•Higher customer consumption that added $9.5 million of incremental adjusted gross margin or $0.28 of incremental EPS
•Implemented the 1CX SAP Customer Billing Platform for FCG
“We started the year with a simple mission: deliver with purpose and reach new heights, so I’m proud that our full-year performance and results demonstrate exactly that: we provided safe and reliable energy to over 450 thousand customers, were active members of our communities, invested a record-breaking $470 million of capital and achieved nearly 12 percent year-over-year Adjusted EPS growth,” said Jeff Householder, the Company’s Chair of the Board, President and Chief Executive Officer. “These achievements demonstrate our ongoing commitment to the goals we set upon acquiring FCG two years ago and are a testament to our dedicated teammates who consistently strive to provide high-quality service for our valued customers."
"Looking forward to 2026, I am excited about the opportunities ahead as we build on the blueprint we’ve established and leverage the capabilities of our team to continually transform the Company for future growth. As we tackle larger-scale capital projects, improve FCG’s return profile and implement significant technology upgrades across our enterprise, we are positioning the Company for a new level of service, efficiency and growth, which will drive sustained value for all our stakeholders for years to come.”
Capital Investment and Earnings Guidance
The Company’s 2025 capital expenditures totaled $470.4 million which exceeded the top end of the 2025 capital guidance range by approximately $20 million.
The Company continues to re-affirm its five-year (2024-2028) capital guidance range of $1.5 billion to $1.8 billion and projects capital expenditures of $450 million to $500 million for 2026. Additionally, the Company continues to re-affirm its 2028 EPS guidance range of $7.75 to $8.00 per share.
* Unless otherwise noted, EPS and Adjusted EPS information is presented on a diluted basis.
** See "Non-GAAP Financial Measures" below for additional information and reconciliations.
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. 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.
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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's and the overall 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 our non-GAAP measures of Adjusted Gross Margin, Adjusted Net Income and Adjusted EPS for each of the periods presented.
Adjusted Gross Margin
| For the Year Ended December 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | Regulated Energy | Unregulated Energy | Other and Eliminations | Total | ||||
| Operating Revenues | $ | 687.8 | $ | 271.9 | $ | (29.7) | $ | 930.0 |
| Cost of Sales: | ||||||||
| Natural gas, propane and electric costs | (193.8) | (127.3) | 29.6 | (291.5) | ||||
| Depreciation & amortization | (70.9) | (20.8) | — | (91.7) | ||||
| Operations & maintenance expenses (1) | (54.7) | (39.1) | 0.1 | (93.7) | ||||
| Gross Margin (GAAP) | 368.4 | 84.7 | — | 453.1 | ||||
| Operations & maintenance expenses (1) | 54.7 | 39.1 | (0.1) | 93.7 | ||||
| Depreciation & amortization | 70.9 | 20.8 | — | 91.7 | ||||
| Adjusted Gross Margin (Non-GAAP) | $ | 494.0 | $ | 144.6 | $ | (0.1) | $ | 638.5 |
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| For the Year Ended December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | Regulated Energy | Unregulated Energy | Other and Eliminations | Total | ||||
| Operating Revenues | $ | 583.4 | $ | 228.4 | $ | (24.6) | $ | 787.2 |
| Cost of Sales: | ||||||||
| Natural gas, propane and electric costs | (144.2) | (100.2) | 24.6 | (219.8) | ||||
| Depreciation & amortization | (48.8) | (16.9) | — | (65.7) | ||||
| Operations & maintenance expenses (1) | (48.6) | (33.1) | — | (81.7) | ||||
| Gross Margin (GAAP) | 341.8 | 78.2 | — | 420.0 | ||||
| Operations & maintenance expenses (1) | 48.6 | 33.1 | — | 81.7 | ||||
| Depreciation & amortization | 48.8 | 16.9 | — | 65.7 | ||||
| Adjusted Gross Margin (Non-GAAP) | $ | 439.2 | $ | 128.2 | $ | — | $ | 567.4 |
| For the Three Months Ended December 31, 2025 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions) | Regulated Energy | Unregulated Energy | Other and Eliminations | Total | ||||
| Operating Revenues | $ | 190.0 | $ | 76.6 | $ | (7.7) | $ | 258.9 |
| Cost of Sales: | ||||||||
| Natural gas, propane and electric costs | (56.5) | (33.9) | 7.6 | (82.8) | ||||
| Depreciation & amortization | (18.3) | (5.7) | — | (24.0) | ||||
| Operations & maintenance expense (1) | (14.2) | (10.1) | 0.2 | (24.1) | ||||
| Gross Margin (GAAP) | 101.0 | 26.9 | 0.1 | 128.0 | ||||
| Operations & maintenance expenses (1) | 14.2 | 10.1 | (0.2) | 24.1 | ||||
| Depreciation & amortization | 18.3 | 5.7 | — | 24.0 | ||||
| Adjusted Gross Margin (Non-GAAP) | $ | 133.5 | $ | 42.7 | $ | (0.1) | $ | 176.1 |
| For the Three Months Ended December 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in millions) | Regulated Energy | Unregulated Energy | Other and Eliminations | Total | ||||
| Operating Revenues | $ | 153.7 | $ | 68.3 | $ | (7.0) | $ | 215.0 |
| Cost of Sales: | ||||||||
| Natural gas, propane and electric costs | (38.6) | (29.2) | 7.0 | (60.8) | ||||
| Depreciation & amortization | (9.3) | (4.6) | — | (13.9) | ||||
| Operations & maintenance expenses (1) | (12.9) | (8.8) | — | (21.7) | ||||
| Gross Margin (GAAP) | 92.9 | 25.7 | — | 118.6 | ||||
| Operations & maintenance expense (1) | 12.9 | 8.8 | — | 21.7 | ||||
| Depreciation & amortization | 9.3 | 4.6 | — | 13.9 | ||||
| Adjusted Gross Margin (Non-GAAP) | $ | 115.1 | $ | 39.1 | $ | — | $ | 154.2 |
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(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.
Adjusted Net Income and Adjusted EPS
| Year Ended | Three Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||
| (dollars in millions, shares in thousands (except per share data)) | 2025 | 2024 | 2025 | 2024 | ||||
| Net Income (GAAP) | $ | 140.3 | $ | 118.6 | $ | 46.1 | $ | 36.7 |
| FCG transaction and transition-related expenses, net (1) | 0.8 | 2.9 | 0.1 | 0.6 | ||||
| Adjusted Net Income (Non-GAAP) | $ | 141.1 | $ | 121.5 | $ | 46.2 | $ | 37.3 |
| Weighted average common shares outstanding - diluted | 23,488 | 22,531 | 23,867 | 22,914 | ||||
| Earnings Per Share - Diluted (GAAP) | $ | 5.97 | $ | 5.26 | $ | 1.93 | $ | 1.60 |
| FCG transaction and transition-related expenses, net (1) | 0.04 | 0.13 | 0.01 | 0.03 | ||||
| Adjusted Earnings Per Share - Diluted (Non-GAAP) | $ | 6.01 | $ | 5.39 | $ | 1.94 | $ | 1.63 |
(1) Transaction and transition-related expenses represent non-recurring costs 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 Years Ended December 31, 2025 and 2024
Consolidated Results
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 638.5 | $ | 567.4 | $ | 71.1 | 12.5 | % |
| Depreciation, amortization and property taxes (1) | 127.9 | 101.6 | (26.3) | (25.9) | % | |||
| Other operating expenses | 253.5 | 233.6 | (19.9) | (8.5) | % | |||
| FCG transaction and transition-related expenses | 1.2 | 4.0 | 2.8 | NMF | ||||
| Operating income | $ | 255.9 | $ | 228.2 | $ | 27.7 | 12.1 | % |
(1) Includes the absence of a reserve surplus amortization mechanism ("RSAM") adjustment from FCG which represented a $15.5 million benefit during the year ended December 31, 2024.
Operating income during 2025 was $255.9 million, an increase of $27.7 million compared to the prior year. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $24.9 million or 10.7 percent compared to the prior year. The increase in adjusted gross margin during 2025 was driven by incremental margin from regulatory initiatives and infrastructure programs, pipeline expansion projects and natural gas organic growth, increased Marlin CNG, RNG and LNG services, and increased customer consumption resulting from the year-over-year colder temperatures in the Company's Ohio, Delmarva and Florida service territories. Higher operating expenses were driven largely by increased depreciation expense attributable to growth projects and the absence of an RSAM adjustment from FCG (which represented a $15.5 million benefit
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during 2024). Increased facilities, maintenance and outside services costs; payroll, benefits and other employee-related expenses; insurance-related costs; and credit, collections and customer service costs also contributed to the increase in operating expenses compared to 2024.
Regulated Energy Segment
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 494.0 | $ | 439.2 | $ | 54.8 | 12.5 | % |
| Depreciation, amortization and property taxes (1) | 104.7 | 82.5 | (22.2) | (26.9) | % | |||
| Other operating expenses | 166.1 | 156.5 | (9.6) | (6.1) | % | |||
| FCG transaction and transition-related expenses | 1.2 | 4.0 | 2.8 | NMF | ||||
| Operating income | $ | 222.0 | $ | 196.2 | $ | 25.8 | 13.1 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented a $15.5 million benefit during the year ended December 31, 2024.
The key components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Natural gas transmission service expansions, including interim services | $ | 18.8 |
| Contributions from regulated infrastructure programs | 13.8 | |
| Rate changes associated with recent rate case activities (1) | 12.6 | |
| Natural gas growth including conversions (excluding service expansions) | 7.4 | |
| Increased customer consumption | 2.4 | |
| Other variances | (0.2) | |
| Year-over-year increase in adjusted gross margin** | $ | 54.8 |
(1) Includes adjusted gross margin contributions from both interim and permanent base rates. Refer to Major Projects and Initiatives discussion for additional information.
The key components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Facilities expenses, maintenance costs and outside services | $ | (4.7) |
| Insurance-related costs | (1.7) | |
| Credit, collections and customer service costs | (1.3) | |
| Payroll, benefits and other employee-related expenses | (1.2) | |
| Other variances | (0.7) | |
| Year-over-year increase in other operating expenses | $ | (9.6) |
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Unregulated Energy Segment
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 144.6 | $ | 128.2 | $ | 16.4 | 12.8 | % |
| Depreciation, amortization and property taxes | 23.1 | 19.1 | (4.0) | (20.9) | % | |||
| Other operating expenses | 87.9 | 77.4 | (10.5) | (13.6) | % | |||
| Operating income | $ | 33.6 | $ | 31.7 | $ | 1.9 | 6.0 | % |
The key components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Propane Operations | ||
| Increased propane customer consumption | $ | 4.5 |
| Change in propane margins and service fees | (1.4) | |
| CNG/RNG/LNG Transportation and Infrastructure | ||
| Increased demand for CNG/RNG/LNG services | 10.7 | |
| Aspire Energy | ||
| Increased customer consumption | 2.6 | |
| Year-over-year increase in adjusted gross margin** | $ | 16.4 |
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Payroll, benefits and other employee-related expenses | $ | (5.5) |
| Facilities, maintenance costs, and outside services | (4.5) | |
| Other variances | (0.5) | |
| Year-over-year increase in other operating expenses | $ | (10.5) |
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Operating Results for the Quarters Ended December 31, 2025 and 2024
Consolidated Results
| Three Months Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 176.1 | $ | 154.2 | $ | 21.9 | 14.2 | % |
| Depreciation, amortization and property taxes (1) | 32.7 | 23.8 | (8.9) | (37.4) | % | |||
| Other operating expenses | 69.4 | 62.6 | (6.8) | (10.9) | % | |||
| FCG transaction and transition-related expenses | 0.2 | 0.9 | 0.7 | NMF | ||||
| Operating income | $ | 73.8 | $ | 66.9 | $ | 6.9 | 10.3 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented a $6.6 million benefit during the quarter ended December 31, 2024.
Operating income for the fourth quarter of 2025 was $73.8 million, an increase of $6.9 million compared to the same period in 2024. Excluding transaction and transition-related expenses associated with the acquisition and integration of FCG, operating income increased $6.2 million or 9.1 percent compared to the same period in 2024. The increase in adjusted gross margin during the quarter was driven largely by pipeline expansion projects and organic growth, incremental margin from regulatory initiatives and infrastructure programs, increased customer consumption resulting from the period-over-period colder temperatures in the Company's Ohio, Delmarva and Florida service territories and increased Marlin CNG, RNG and LNG services. Higher operating expenses were driven largely by increased depreciation expense attributable to growth projects and the absence of an RSAM adjustment from FCG (which represented a $6.6 million benefit during the fourth quarter of 2024). Higher payroll, benefits and other employee-related expenses, credit, collections and customer service costs, and facilities, maintenance and outside services costs also contributed to the increase in operating expenses.
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Regulated Energy Segment
| Three Months Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 133.5 | $ | 115.1 | $ | 18.4 | 16.0 | % |
| Depreciation, amortization and property taxes (1) | 26.4 | 18.8 | (7.6) | (40.4) | % | |||
| Other operating expenses | 46.1 | 41.8 | (4.3) | (10.3) | % | |||
| FCG transaction and transition-related expenses | 0.2 | 0.9 | 0.7 | NMF | ||||
| Operating income | $ | 60.8 | $ | 53.6 | $ | 7.2 | 13.4 | % |
(1) Includes the absence of an RSAM adjustment from FCG which represented a $6.6 million benefit during the quarter ended December 31, 2024.
The key components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Natural gas transmission service expansions, including interim services | $ | 7.1 |
| Rate changes associated with recent rate case activities (1) | 3.4 | |
| Margin from regulated infrastructure programs | 2.8 | |
| Natural gas growth including conversions (excluding service expansions) | 1.9 | |
| Increased customer consumption | 1.5 | |
| Florida Electric growth | 0.7 | |
| Eastern Shore contracted rate adjustments | 0.4 | |
| Other variances | 0.6 | |
| Period-over-period increase in adjusted gross margin** | $ | 18.4 |
(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) | ||
|---|---|---|
| Credit, collections and customer service costs | $ | (1.6) |
| Payroll, benefits and other employee-related expenses | (1.3) | |
| Insurance-related costs | (0.6) | |
| Other variances | (0.8) | |
| Period-over-period increase in other operating expenses | $ | (4.3) |
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Unregulated Energy Segment
| Three Months Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | Percent Change | ||||
| Adjusted gross margin** | $ | 42.7 | $ | 39.1 | $ | 3.6 | 9.2 | % |
| Depreciation, amortization and property taxes | 6.3 | 5.0 | (1.3) | (26.0) | % | |||
| Other operating expenses | 23.7 | 21.0 | (2.7) | (12.9) | % | |||
| Operating income | $ | 12.7 | $ | 13.1 | $ | (0.4) | (3.1) | % |
The major components of the increase in adjusted gross margin** are shown below:
| (in millions) | ||
|---|---|---|
| Propane Operations | ||
| Increased propane customer consumption | $ | 1.7 |
| Changes in propane margins and service fees | (0.1) | |
| CNG/RNG/LNG Transportation and Infrastructure | ||
| Increased CNG/RNG/LNG services | 0.6 | |
| Aspire Energy | ||
| Increased customer consumption | 1.5 | |
| Other variances | (0.1) | |
| Quarter-over-quarter increase in adjusted gross margin** | $ | 3.6 |
The major components of the increase in other operating expenses are as follows:
| (in millions) | ||
|---|---|---|
| Payroll, benefits and other employee-related expenses | $ | (1.7) |
| Facilities expenses, maintenance costs and outside services | (0.8) | |
| Other variances | (0.2) | |
| Quarter-over-quarter increase in other operating expenses | $ | (2.7) |
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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 2025 Annual Report on Form 10-K for further information on the risks and uncertainties related to the Company’s forward-looking statements.
Conference Call
Chesapeake Utilities (NYSE: CPK) will host a conference call on Thursday, February 26, 2026 at 8:30 a.m. Eastern Time to discuss the Company’s financial results for the fourth quarter and year ended December 31, 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: 800.245.3047
International: 203.518.9765
Conference ID: CPKQ425
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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Financial Summary Highlights
Key variances in operations between 2024 and 2025 included:
| (in millions, except per share data) | Pre-tax<br>Income | Net<br>Income | Earnings<br>Per Share | |||
|---|---|---|---|---|---|---|
| Year ended December 31, 2024 Adjusted Results (1) | $ | 165.8 | $ | 121.5 | $ | 5.39 |
| Increased (Decreased) Adjusted Gross Margins: | ||||||
| Natural gas transmission service expansions, including interim services (2) | 18.8 | 13.7 | 0.58 | |||
| Contributions from regulated infrastructure programs (2) | 13.8 | 10.0 | 0.43 | |||
| Rate changes associated with recent rate case activities (2) | 12.6 | 9.1 | 0.39 | |||
| Increased CNG/RNG/LNG services (2) | 10.7 | 7.8 | 0.33 | |||
| Increased customer consumption | 9.5 | 6.9 | 0.28 | |||
| Natural gas growth (excluding service expansions) | 7.4 | 5.4 | 0.23 | |||
| Change in propane margins and service fees | (1.4) | (1.0) | (0.04) | |||
| 71.4 | 51.9 | 2.20 | ||||
| Increased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs): | ||||||
| Depreciation, amortization and property taxes | (26.3) | (19.1) | (0.82) | |||
| Facilities expenses, maintenance costs and outside services | (9.2) | (6.7) | (0.28) | |||
| Payroll, benefits and other employee-related expenses | (6.7) | (4.9) | (0.21) | |||
| Credit, collections and customer service costs | (1.5) | (1.1) | (0.05) | |||
| Insurance-related costs | (1.1) | (0.8) | (0.03) | |||
| Regulatory expenses | (0.9) | (0.7) | (0.03) | |||
| Vehicle expenses | (0.8) | (0.6) | (0.02) | |||
| (46.5) | (33.9) | (1.44) | ||||
| Changes in other income | 7.6 | 5.5 | 0.24 | |||
| Interest charges | (4.2) | (3.0) | (0.13) | |||
| Increase in shares outstanding due to 2024 and 2025 equity issuances (3) | — | — | (0.22) | |||
| Net other changes | — | (0.9) | (0.03) | |||
| 3.4 | 1.6 | (0.14) | ||||
| Year ended December 31, 2025 Adjusted Results (1) | $ | 194.1 | $ | 141.1 | $ | 6.01 |
(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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Key variances between the fourth quarter of 2024 and the fourth quarter of 2025 included:
| (in millions, except per share data) | Pre-tax<br>Income | Net<br>Income | Earnings<br>Per Share | |||
|---|---|---|---|---|---|---|
| Fourth quarter 2024 Adjusted Results (1) | $ | 50.5 | $ | 37.3 | $ | 1.63 |
| Increased Adjusted Gross Margins: | ||||||
| Natural gas transmission service expansions, including interim services (2) | 7.1 | 5.1 | 0.22 | |||
| Increased customer consumption | 4.7 | 3.4 | 0.14 | |||
| Rate changes associated with recent rate case activities (2) | 3.4 | 2.4 | 0.10 | |||
| Margins from regulated infrastructure programs (2) | 2.8 | 2.0 | 0.08 | |||
| Natural gas growth including conversions (excluding service expansions) | 1.9 | 1.4 | 0.06 | |||
| Florida Electric growth | 0.7 | 0.5 | 0.02 | |||
| Increased CNG/RNG/LNG services (2) | 0.6 | 0.4 | 0.02 | |||
| 21.2 | 15.2 | 0.64 | ||||
| Increased Operating Expenses (Excluding Natural Gas, Propane, and Electric Costs): | ||||||
| Depreciation, amortization and property tax costs | (8.9) | (6.4) | (0.27) | |||
| Payroll, benefits and other employee-related expenses | (2.9) | (2.1) | (0.09) | |||
| Credit, collections and customer service costs | (1.6) | (1.1) | (0.05) | |||
| Facilities expenses, maintenance costs and outside services | (1.0) | (0.7) | (0.03) | |||
| (14.4) | (10.3) | (0.44) | ||||
| Changes in other income | 8.2 | 5.9 | 0.25 | |||
| Interest charges | (0.9) | (0.6) | (0.03) | |||
| Increase in shares outstanding due to 2025 and 2024 equity issuances (3) | — | — | (0.06) | |||
| Net other changes | (0.6) | (1.3) | (0.05) | |||
| 6.7 | 4.0 | 0.11 | ||||
| Fourth quarter 2025 Adjusted Results (1) | $ | 64.0 | $ | 46.2 | $ | 1.94 |
(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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14-14-14-14
Recently Completed and Ongoing Major Projects and Initiatives
The Company continuously pursues and develops additional projects and consummates regulatory initiatives that support service to existing and new customers, grow its businesses and earnings, and drive shareholder value. The following table includes the 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 prior year. A comprehensive discussion of all projects and initiatives reflected in the table below can be found in the Company's 2025 Annual Report on Form 10-K.
| Year Ended December 31, | Estimate for Calendar Year | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2025 | 2026 | 2027 | ||||
| Pipeline Expansions: | ||||||||
| St. Cloud / Twin Lakes Expansion | $ | 0.6 | $ | 2.9 | $ | 3.8 | $ | 3.8 |
| Wildlight | 1.5 | 2.6 | 4.3 | 4.3 | ||||
| Newberry | 1.4 | 2.6 | 2.6 | 2.6 | ||||
| Worcester Resiliency Upgrade | — | 0.3 | 10.6 | 17.1 | ||||
| Boynton Beach | — | 3.0 | 3.4 | 3.4 | ||||
| New Smyrna Beach | — | 1.6 | 2.6 | 2.6 | ||||
| Central Florida Reinforcement | 0.1 | 2.6 | 4.3 | 4.3 | ||||
| Warwick | 0.4 | 1.9 | 1.9 | 1.9 | ||||
| Renewable Natural Gas Supply Projects | — | 2.5 | 5.4 | 6.4 | ||||
| Miami Inner Loop | — | 2.8 | 7.6 | 7.6 | ||||
| Duncan Plains | — | — | — | 1.5 | ||||
| Total Pipeline Expansions | 4.0 | 22.8 | 46.5 | 55.5 | ||||
| CNG/RNG/LNG Transportation and Infrastructure | 16.4 | 27.3 | 28.5 | 29.7 | ||||
| Regulatory Initiatives: | ||||||||
| Florida GUARD Program | 3.6 | 7.1 | 10.1 | 13.0 | ||||
| FCG SAFE Program | 3.8 | 8.4 | 12.7 | 16.4 | ||||
| Capital Cost Surcharge Programs | 3.2 | 5.7 | 9.0 | 10.1 | ||||
| Electric Storm Protection Plan | 3.2 | 6.4 | 9.1 | 11.4 | ||||
| Maryland Rate Case | — | 1.5 | 3.5 | 3.5 | ||||
| Delaware Rate Case (1) | 0.6 | 4.7 | 6.1 | 6.1 | ||||
| Electric Rate Case (1) | 0.3 | 7.3 | 8.6 | 9.1 | ||||
| Florida Mandatory Relocates | — | — | 1.5 | 1.5 | ||||
| Florida City Gas Rate Case | — | — | TBD | TBD | ||||
| Total Regulatory Initiatives | 14.7 | 41.1 | 60.6 | 71.1 | ||||
| Total | $ | 35.1 | $ | 91.2 | $ | 135.6 | $ | 156.3 |
(1) Includes adjusted gross margin attributable to interim rates during 2024 and 2025. See additional information provided below.
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15-15-15-15
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.
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. Construction is underway and the project is expected to be placed into service in mid-2026.
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 second quarter of 2026.
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's extensions 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. 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. The projects are underway and are estimated to be completed in the second half of 2026.
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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 gas infrastructure in Miami-Dade County. The proposed expansion consists of the development of several pipeline projects to support growth and FCG's distribution system, 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 Maryland natural gas distribution businesses filed a joint petition for approval of their proposed unified depreciation rates with the Maryland PSC. A settlement agreement between the Company, PSC staff and the OPC was reached and the final order approving the 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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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 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. This settlement, which was approved by the Florida PSC in July 2025, provides for a total base rate 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 to be completed in December 2026.
Florida Mandatory Relocates
In October 2025, FPU and FCG filed a joint petition for approval to establish a recovery surcharge for actual, estimated and projected relocation costs pursuant to the Florida Administrative Code which enables companies to recover the costs associated with relocating or reconstructing facilities that have been required by governmental entities. The projected revenue requirement for 2026 is $0.5 million for FPU and $1.0 million for FCG. The Florida PSC approved the petition in February 2026, with the surcharge effective in March 2026.
Florida City Gas Rate Case
In February 2026, FCG provided notice to the Florida PSC of its intent to file a petition seeking a general rate base increase based on a 2027 projected test year. The rate case filing is expected to be submitted in April 2026 and the outcome of the application will be subject to review and approval by the Florida PSC.
FCG Depreciation Study
In February 2025, FCG filed a depreciation study with the Florida PSC. The application requested 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 was subject to review and approval by the Florida PSC. In February 2026, the Florida PSC approved a $6.8 million reserve imbalance to be amortized over the remaining life of the assets, with the revised depreciation rates effective as of January 1, 2025.
Other Major Factors Influencing Adjusted Gross Margin
Weather and Consumption
In 2025, increased customer consumption, which includes the effects of colder weather compared to the prior year, largely in the Company's Ohio, Delmarva and Florida service areas resulted in a $9.5 million increase in adjusted gross margin. The following table summarizes HDD and CDD variances from the 10-
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year average HDD/CDD ("Normal") for the year and quarter-to-date periods ended December 31, 2025 compared to the respective 2024 periods.
| Year Ended | Three Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| 2025 | 2024 | Variance | 2025 | 2024 | Variance | |
| Delmarva | ||||||
| Actual HDD | 4,107 | 3,634 | 473 | 1,602 | 1,347 | 255 |
| 10-Year Average HDD ("Normal") | 3,919 | 4,039 | (120) | 1,381 | 1,404 | (23) |
| Variance from Normal | 188 | (405) | 221 | (57) | ||
| Florida | ||||||
| Actual HDD | 951 | 796 | 155 | 340 | 285 | 55 |
| 10-Year Average HDD ("Normal") | 781 | 794 | (13) | 255 | 282 | (27) |
| Variance from Normal | 170 | 2 | 85 | 3 | ||
| Florida City Gas | ||||||
| Actual HDD | 429 | 351 | 78 | 119 | 120 | (1) |
| 10-Year Average HDD ("Normal") | 340 | 348 | (8) | 106 | 109 | (3) |
| Variance from Normal | 89 | 3 | 13 | 11 | ||
| Ohio | ||||||
| Actual HDD | 6,120 | 5,014 | 1,106 | 2,239 | 1,834 | 405 |
| 10-Year Average HDD ("Normal") | 5,357 | 5,594 | (237) | 1,877 | 1,933 | (56) |
| Variance from Normal | 763 | (580) | 362 | (99) | ||
| Florida | ||||||
| Actual CDD | 2,951 | 3,299 | (348) | 349 | 475 | (126) |
| 10-Year Average CDD ("Normal") | 3,037 | 3,009 | 28 | 413 | 394 | 19 |
| Variance from Normal | (86) | 290 | (64) | 81 |
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19-19-19-19
Natural Gas Distribution Growth
The average number of residential customers served by the Company on the Delmarva Peninsula, by FPU and by FCG increased by approximately 4.1 percent, 3.6 percent and 2.2 percent, respectively, during 2025.
The increase in adjusted gross margin resulting from customer growth is provided in the following table:
| Adjusted Gross Margin Increase | |||||
|---|---|---|---|---|---|
| For the Year Ended December 31, 2025 | |||||
| (in millions) | Delmarva Peninsula | Florida | |||
| Customer growth: | |||||
| Residential | $ | 1.5 | $ | 3.1 | |
| Commercial and industrial | 0.3 | 2.5 | |||
| Total customer growth | $ | 1.8 | $ | 5.6 |
Capital Investment Growth and Capital Structure Updates
The Company's capital expenditures were $470.4 million for the year ended December 31, 2025 and are provided by type in the following table:
| For the Year Ended | ||
|---|---|---|
| (in millions) | December 31, 2025 | |
| Regulated distribution | $ | 124.4 |
| Regulated transmission | 140.0 | |
| Regulated infrastructure | 121.2 | |
| Unregulated businesses | 49.9 | |
| Technology | 34.9 | |
| Total 2025 Capital Expenditures | $ | 470.4 |
The following table shows a range of the forecasted 2026 capital expenditures by type:
| 2026 | ||||
|---|---|---|---|---|
| (in millions) | Low | High | ||
| Regulated distribution | $ | 110.0 | $ | 120.0 |
| Regulated transmission | 135.0 | 145.0 | ||
| Regulated infrastructure | 90.0 | 100.0 | ||
| Unregulated businesses | 25.0 | 35.0 | ||
| Technology | 90.0 | 100.0 | ||
| Total 2026 Forecasted Capital Expenditures | $ | 450.0 | $ | 500.0 |
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 economic conditions, supply chain disruptions, capital delays that are greater than currently anticipated, customer growth in existing areas, regulation, new growth and availability of capital. See “Capital Investment and Earnings Guidance” discussed above for additional information on our capital expenditure forecast.
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20-20-20-20
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 50 percent as of December 31, 2025. The Company may, from time to time, allow its capital structure to fall below the target range to align the completion of large capital projects with the respective permanent financing.
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21-21-21-21
Chesapeake Utilities Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
| Year Ended | Three months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| (dollars in millions, shares in thousands (except per share data)) | ||||||||
| Operating Revenues | ||||||||
| Regulated Energy | $ | 687.8 | $ | 583.4 | $ | 190.0 | $ | 153.7 |
| Unregulated Energy | 271.9 | 228.4 | 76.6 | 68.3 | ||||
| Other businesses and eliminations | (29.7) | (24.6) | (7.7) | (7.0) | ||||
| Total Operating Revenues | 930.0 | 787.2 | 258.9 | 215.0 | ||||
| Operating Expenses | ||||||||
| Natural gas and electricity costs | 193.8 | 144.2 | 56.5 | 38.6 | ||||
| Propane and natural gas costs | 97.7 | 75.6 | 26.3 | 22.2 | ||||
| Operations | 229.3 | 210.1 | 62.8 | 56.7 | ||||
| FCG transaction and transition-related expenses | 1.2 | 4.0 | 0.2 | 0.9 | ||||
| Maintenance | 23.9 | 22.5 | 6.4 | 5.9 | ||||
| Depreciation and amortization | 91.7 | 65.7 | 24.0 | 13.9 | ||||
| Other taxes | 36.5 | 36.9 | 8.9 | 9.9 | ||||
| Total operating expenses | 674.1 | 559.0 | 185.1 | 148.1 | ||||
| Operating Income | 255.9 | 228.2 | 73.8 | 66.9 | ||||
| Other income, net | 9.6 | 2.0 | 8.4 | 0.3 | ||||
| Interest charges | 72.5 | 68.4 | 18.4 | 17.5 | ||||
| Income Before Income Taxes | 193.0 | 161.8 | 63.8 | 49.7 | ||||
| Income Taxes | 52.7 | 43.2 | 17.7 | 13.0 | ||||
| Net Income | $ | 140.3 | $ | 118.6 | $ | 46.1 | $ | 36.7 |
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | 23,389 | 22,469 | 23,754 | 22,838 | ||||
| Diluted | 23,488 | 22,531 | 23,867 | 22,914 | ||||
| Earnings Per Share of Common Stock: | ||||||||
| Basic | $ | 6.00 | $ | 5.28 | $ | 1.94 | $ | 1.60 |
| Diluted | $ | 5.97 | $ | 5.26 | $ | 1.93 | $ | 1.60 |
| Adjusted Net Income and Adjusted Earnings Per Share | ||||||||
| Net Income (GAAP) | $ | 140.3 | $ | 118.6 | $ | 46.1 | $ | 36.7 |
| FCG transaction and transition-related expenses, net (1) | 0.8 | 2.9 | 0.1 | 0.6 | ||||
| Adjusted Net Income (Non-GAAP)** | $ | 141.1 | $ | 121.5 | $ | 46.2 | $ | 37.3 |
| Earnings Per Share - Diluted (GAAP) | $ | 5.97 | $ | 5.26 | $ | 1.93 | $ | 1.60 |
| FCG transaction and transition-related expenses, net (1) | 0.04 | 0.13 | 0.01 | 0.03 | ||||
| Adjusted Earnings Per Share - Diluted (Non-GAAP)** | $ | 6.01 | $ | 5.39 | $ | 1.94 | $ | 1.63 |
(1) Transaction and transition-related expenses represent costs 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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22-22-22-22
Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
| As of December 31, | ||||
|---|---|---|---|---|
| Assets | 2025 | 2024 | ||
| (in millions, except shares and per share data) | ||||
| Property, Plant and Equipment | ||||
| Regulated Energy | $ | 2,941.6 | $ | 2,661.8 |
| Unregulated Energy | 492.4 | 463.7 | ||
| Other businesses | 38.3 | 29.9 | ||
| Total property, plant and equipment | 3,472.3 | 3,155.4 | ||
| Less: Accumulated depreciation and amortization | (637.6) | (567.6) | ||
| Plus: Construction work in progress | 283.7 | 148.1 | ||
| Net property, plant and equipment | 3,118.4 | 2,735.9 | ||
| Current Assets | ||||
| Cash and cash equivalents | 1.8 | 7.9 | ||
| Trade and other receivables | 106.9 | 80.0 | ||
| Less: Allowance for credit losses | (5.4) | (3.3) | ||
| Trade and other receivables, net | 101.5 | 76.7 | ||
| Accrued revenue | 50.1 | 37.8 | ||
| Propane inventory, at average cost | 8.8 | 8.9 | ||
| Other inventory, at average cost | 17.9 | 18.0 | ||
| Regulatory assets | 29.7 | 23.9 | ||
| Storage gas prepayments | 4.5 | 3.8 | ||
| Income taxes receivable | — | 6.8 | ||
| Prepaid expenses | 19.7 | 17.3 | ||
| Derivative assets, at fair value | — | 0.6 | ||
| Other current assets | 3.0 | 2.6 | ||
| Total current assets | 237.0 | 204.3 | ||
| Deferred Charges and Other Assets | ||||
| Goodwill | 507.5 | 507.7 | ||
| Other intangible assets, net | 13.2 | 15.0 | ||
| Investments, at fair value | 17.2 | 14.4 | ||
| Derivative assets, at fair value | — | 0.1 | ||
| Operating lease right-of-use assets | 9.9 | 10.5 | ||
| Regulatory assets | 74.3 | 77.4 | ||
| Receivables and other deferred charges | 17.3 | 11.7 | ||
| Total deferred charges and other assets | 639.4 | 636.8 | ||
| Total Assets | $ | 3,994.8 | $ | 3,577.0 |
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23-23-23-23
Chesapeake Utilities Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
| As of December 31, | ||||
|---|---|---|---|---|
| Capitalization and Liabilities | 2025 | 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 75,000,000 shares) | 11.6 | 11.1 | ||
| Additional paid-in capital | 962.8 | 830.5 | ||
| Retained earnings | 626.8 | 550.3 | ||
| Accumulated other comprehensive loss | (2.7) | (1.7) | ||
| Deferred compensation obligation | 12.6 | 9.8 | ||
| Treasury stock | (12.6) | (9.8) | ||
| Total stockholders’ equity | 1,598.5 | 1,390.2 | ||
| Long-term debt, net of current maturities | 1,327.1 | 1,261.7 | ||
| Total capitalization | 2,925.6 | 2,651.9 | ||
| Current Liabilities | ||||
| Current portion of long-term debt | 134.6 | 25.5 | ||
| Short-term borrowing | 158.0 | 196.5 | ||
| Accounts payable | 115.2 | 78.3 | ||
| Customer deposits and refunds | 45.1 | 45.7 | ||
| Accrued interest | 8.7 | 4.8 | ||
| Dividends payable | 16.4 | 14.7 | ||
| Accrued compensation | 21.6 | 23.9 | ||
| Regulatory liabilities | 14.5 | 16.1 | ||
| Derivative liabilities, at fair value | 0.8 | — | ||
| Other accrued liabilities | 15.0 | 13.9 | ||
| Total current liabilities | 529.9 | 419.4 | ||
| Deferred Credits and Other Liabilities | ||||
| Deferred income taxes | 313.3 | 296.1 | ||
| Regulatory liabilities | 188.1 | 184.0 | ||
| Environmental liabilities | 2.9 | 2.2 | ||
| Other pension and benefit costs | 14.0 | 13.2 | ||
| Derivative liabilities, at fair value | 0.6 | 0.1 | ||
| Operating lease - liabilities | 7.9 | 8.7 | ||
| Deferred investment tax credits and other liabilities | 12.5 | 1.4 | ||
| Total deferred credits and other liabilities | 539.3 | 505.7 | ||
| Environmental and other commitments and contingencies (1) | ||||
| Total Capitalization and Liabilities | $ | 3,994.8 | $ | 3,577.0 |
(1) Refer to Note 18 and 19 in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further information.
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24-24-24-24
Chesapeake Utilities Corporation and Subsidiaries
Distribution Utility Statistical Data (Unaudited)
| For Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 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 | $ | 27.4 | $ | 28.3 | $ | 10.4 | $ | 19.4 | $ | 25.0 | $ | 11.6 | ||||||||||||
| Commercial and Industrial | 13.4 | 48.7 | 11.8 | 12.7 | 43.8 | 10.8 | ||||||||||||||||||
| Other (1) | 13.6 | 21.1 | 1.6 | 3.9 | 15.2 | (2.2) | ||||||||||||||||||
| Total Operating Revenues | $ | 54.4 | $ | 98.1 | $ | 23.8 | $ | 36.0 | $ | 84.0 | $ | 20.2 | ||||||||||||
| Volumes (in Dts for natural gas and MWHs for electric) | ||||||||||||||||||||||||
| Residential | 1,265,722 | 1,013,538 | 65,401 | 1,003,547 | 1,039,219 | 68,174 | ||||||||||||||||||
| Commercial and Industrial | 2,393,889 | 12,020,096 | 84,940 | 2,971,382 | 11,862,864 | 94,706 | ||||||||||||||||||
| Other | 70,569 | 1,307,859 | — | 73,255 | 1,548,856 | — | ||||||||||||||||||
| Total | 3,730,180 | 14,341,493 | 150,341 | 4,048,184 | 14,450,939 | 162,880 | ||||||||||||||||||
| Average Customers | ||||||||||||||||||||||||
| Residential | 106,917 | 213,125 | 26,008 | 103,308 | 208,090 | 25,781 | ||||||||||||||||||
| Commercial and Industrial | 8,485 | 17,416 | 7,479 | 8,425 | 17,224 | 7,315 | ||||||||||||||||||
| Other | 27 | 139 | — | 21 | 123 | — | ||||||||||||||||||
| Total | 115,429 | 230,680 | 33,487 | 111,754 | 225,437 | 33,096 | For the Twelve Months Ended December 31, 2025 | For the Twelve Months Ended December 31, 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 | $ | 101.6 | $ | 112.3 | $ | 49.9 | $ | 79.4 | $ | 101.2 | $ | 50.3 | ||||||||||||
| Commercial and Industrial | 54.2 | 194.1 | 44.5 | 47.7 | 176.5 | 48.1 | ||||||||||||||||||
| Other (1) | 11.9 | 55.8 | 9.5 | 1.7 | 32.9 | (5.8) | ||||||||||||||||||
| Total Operating Revenues | $ | 167.7 | $ | 362.2 | $ | 103.9 | $ | 128.8 | $ | 310.6 | $ | 92.6 | ||||||||||||
| Volumes (in Dts for natural gas and MWHs for electric) | ||||||||||||||||||||||||
| Residential | 5,408,011 | 4,172,387 | 318,748 | 4,502,823 | 4,121,542 | 311,628 | ||||||||||||||||||
| Commercial and Industrial | 10,300,217 | 47,550,094 | 366,853 | 10,559,929 | 49,637,394 | 396,393 | ||||||||||||||||||
| Other | 293,693 | 6,346,023 | — | 280,468 | 8,077,755 | — | ||||||||||||||||||
| Total | 16,001,921 | 58,068,504 | 685,601 | 15,343,220 | 61,836,691 | 708,021 | ||||||||||||||||||
| Average Customers | ||||||||||||||||||||||||
| Residential | 105,737 | 211,478 | 26,026 | 101,610 | 205,756 | 25,756 | ||||||||||||||||||
| Commercial and Industrial | 8,482 | 17,340 | 7,490 | 8,379 | 17,078 | 7,350 | ||||||||||||||||||
| Other | 26 | 131 | — | 25 | 113 | — | ||||||||||||||||||
| Total | 114,245 | 228,949 | 33,516 | 110,014 | 222,947 | 33,106 |
(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.
cpkq42025pres
Q4 & Full-Year 2025 Earnings Call Presentation Thursday, February 26, 2026
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, 2025 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.
3 Q4 2025 Safety Moment: Women's Heart Health CPK Teammates Supporting "Go Red for Women" Events Cardiovascular disease is the #1 killer of women • Nearly 45% of women aged 20+ are living with some form of cardiovascular disease • <50% of women in the U.S. entering pregnancy have optimal cardiovascular health • Women face unique risks for high blood pressure, a leading cause of heart disease and stroke Never too late to improve heart health for you and your loved ones! •
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, Reaching New Heights 50% EQUITY TO TOTAL CAPITALIZATION $470M 2025 FY CAPITAL EXPENDITURES $19M TRANSMISSION ADJ. GROSS MARGIN1 $13M RATE CASE ADJ. GROSS MARGIN1 16% ADJ. NET INCOME1 GROWTH vs. FY'24 78% TOTAL LIQUIDITY AVAILABLE 12% ADJ. EPS1 GROWTH vs. FY '24 3.1% GAS CUSTOMER GROWTH vs. FY '24 $14M INFRASTRUCTURE ADJ. GROSS MARGIN11 5 1 See appendix for a reconciliation of non-GAAP metrics.
Record Earnings for Full-Year 2025 6 $5.39 $6.02 $2.10 $2.22 $0.86 $1.04 $0.80 $0.82 $1.63 $1.94 YTD 2024 YTD 2025 • Adjusted Gross Margin1: $638.5M, up 13% • Adjusted Net Income1: $141.1M, up 16% • Adjusted EPS1: $6.01, up 12% Full-Year 2025 Financial Highlights vs. FY 2024FY 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. +12% • Adjusted Gross Margin1: $176.1M, up 14% • Adjusted Net Income1: $46.2M, up 24% • Adjusted EPS1: $1.94, up 19% Q4 2025 Financial Highlights vs. Q4 2024 Q1 Q2 12 Q3 Q4
Above-Average Customer Growth Average Residential Customer Growth: 2025 vs 2024 7 DELMARVA 4.1% 3.6% 2.2%Fu ll- Ye ar G ro w th FPU FCG $4.6M Incremental Adj. Gross Margin from Residential Customer Growth $2.8M Incremental Adj. Gross Margin from C&I Customer Growth $7.4M Adj. Gross Margin from Growth $2.4M Incremental Gross Margin from Higher Customer Consumption Significant Adj.Gross Margin Growth
8 Building on A History of Growth $1.2 $11.4 $36.5 $59.7 $72.9 12/31/2008 12/31/2010 12/31/2023 12/31/2024 12/31/2025 Significant Net Income Growth in Florida FPU Acquisition FCG Acquisition 27.3% CAGR Key Post-FCG Accomplishments Substantial progress on goals identified upon acquiring FCG in Q4 2023 $ in millions • Capital Investments of ~$250M related to FCG (50% of initial 5-Year $500M goal) • $12.1M of gross margin generated in 2024 and 2025 from capital investments under the SAFE Program • ~$40M Miami Inner Loop infrastructure enhancement project • FCG Transition Services Agreement (TSA) concluded on-schedule • FCG Operations integrated with the 1CX SAP Customer Billing System Upgrade • Operations and customer service integrated under the "One Company" approach
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
Transforming for Growth, Powered by People Key Deliverables for 2026 BUSINESS TRANSFORMATION REGULATORY AGENDA CAPITAL DEPLOYMENT FINANCING STRATEGY • Exceed all milestones for ERP project • Implement additional technology, process and structural enhancements • Successful outcome on FCG GRC • Secure regulatory approval for other current & future growth projects • Invest $450 - $500 million of capital • Bring current projects online • Finalizing new projects under development • Fund capital plan efficiently and effectively • Maintain investment grade credit rating • Drive continued earnings & dividend growth10
2025 CapEx Exceeds Full-Year Guidance Range $470.4 $500.0 $124.4 $140.0 $121.2 $49.9 $34.9 2025 Actuals 2026 Guidance11 Initiating 2026 CapEx Guidance of $450M - $500M Technology $90 - $100M • Enterprise Resource Plan (ERP) • Additional technology, cybersecurity investments Unregulated $25 - $35M • Marlin Virtual Pipeline, Propane, Aspire Energy Infrastructure $90 - $100M • FPU's GUARD & FCG's SAFE Programs • ESNG Capital Cost Surcharge Program • Electric Storm Protection Plan Transmission $135 - $145M • Worcester Resiliency Upgrade • Miami Inner Loop • Duncan Plains Data Center Pipeline • RNG Transportation Projects • Other Transmission Expansion Projects Distribution $110 - $120M • Ongoing distribution system expansion and reliability projects across our Delmarva & Florida service areas 2025 Actual CapEx 2026 Guidance 2026 Guidance Includes:$450 - $500 $ in millions
Transmission Projects Advance to Meet Demand 12 # Project Name Status1 In-Service Total CapEx Adj. Gross Margin ($M) 2025A 2026E 2027E 1 Newberry Expansion In-Service Q2 2024 ~$15M $2.6 $2.6 $2.6 2 Warwick Extension In-Service Q4 2024 ~$9M $1.9 $1.9 $1.9 3 Boynton Beach In-Service Q1 2025 ~$21M $3.0 $3.4 $3.4 4 Indian River RNG In-Service Q1-Q2 2025 ~$18M $2.5 $5.4 $6.45 Brevard RNG In-Service ~$6M 6 Medley RNG In-Service ~$22M 7 New Smyrna Beach In-Service Q2 2025 ~$15M $1.6 $2.6 $2.6 8 St. Cloud Expansion In-Service Q2 2025 ~$20M $2.9 $3.8 $3.8 9 Wildlight Phase 1 & 2 In-Service 2023-2025 ~$25M $2.6 $4.3 $4.3 10 Miami Inner Loop In-Service 2H 2025 ~$40M $2.8 $7.6 $7.6 11 Lake Mattie, Plant City In-Service Q3 2025 ~$18M $2.6 $4.3 $4.3 12 Worcester Resiliency Upgrade (WRU) In-Progress Q2 2026 ~$100M $0.3 $10.6 $17.1 13 AEX Duncan Plains In-Progress 2027 ~$10M — — $1.5 Totals: $319M $22.8 $46.5 $55.6 1 May reflect interim in-service status using Marlin Virtual Pipeline Services while construction is being completed.
New ESNG Projects to Serve Growing Demand • CPK awarded a bid to determine feasibility, design and engineering to develop a potential new natural gas system supported by a $6.5 million county grant • A future system could bring natural gas to Virginia’s Eastern Shore to enhance energy reliability ESNG transmission expansion project to add firm capacity and improve system reliability in response to shipper demand identified through an open season • ~9 miles of 16-inch steel pipeline • ~12 miles of 24-inch steel pipeline looping • Estimated Capital Investment: ~$75 million • Q4 2026: File for FERC Approval • Q4 2027: Begin Construction • Q4 2028: In-Service Delmarva Regional Enhancement (DRE) Accomack County Exploration Project 13
Strong Progress Toward 5-Year CapEx Guidance ~$1.6 billion of identified capital projects support our 5-year CapEx guidance of $1.5 - $1.8 billion Identified CapEx 5-Year Spend Natural Gas LDC Organic Growth $625M Worcester Resiliency Upgrade $100M Additional Transmission Projects $227M GUARD / SAFE Programs $230M Eastern Shore Capital Surcharge $75M Florida Electric Storm Protection Plan $50M Unregulated Businesses $114M Technology Transformation $130M Total Invested, Identified & Ongoing Capital $1.6B14 $1.5B - $1.8B 2024 - 2028
Proactive Regulatory Strategy Continues 15 FILINGS 2025 2026 STATUS MD, DE, & FL Electric Rate Cases $13.5 $18.2 • All three cases successfully completed in 2025 Florida City Gas (FCG) Depreciation Study -- -- • February 17, 2026: Final Order approving $6.8M of excess depreciation amortized over the life of the assets • Results in reduced annual depreciation expense of ~$500K per year, effective January 1, 2025 • 2025 depreciation expense savings will be recorded in 2026 given the timing and magnitude of the final order FCG Rate Case TBD TBD • February 18, 2026: Filed an "Intent to File a Rate Increase Request" with the Florida PSC • Intend to file General Rate Case in mid-April, with interim rates potentially effective by early July margin in millions
Human-centered talent development and change management Project Insight unifying and improving data access and analytics Transforming for Growth... Building a Platform for Significant Scale 16 CUSTOMER EXPERIENCE OPERATIONAL EXCELLENCE DIGITAL AGILITY EMPLOYEE EXPERIENCE FINANCIAL MODERNIZATION 2026 Initiatives Multi-Year ERP Project • Official 1CORE project kick-off held in January 2026 • Named for "One Company" approach to Centralize, Optimize, Reimagine & Energize • SAP S4Hana for Finance, Asset Management Supply Chain, & Human Resources • System Go-Live targeted for Q2 2027 • Expected capital investment of $75 million in 2026 Transformation Themes Modernizing interactions through automation and digital platforms Enterprise Committees for risk management & governance
Building relationships with regulators, legislators, business partners and investors 75% of teammates donated time and resources to 400+ local organizations ~$902,500 of charitable donations & sponsorships in 2025 … Powered by People Everything we do is driven by dedicated teammates serving our customers & communities 17 Oct. 2025: Teammates participate in the Habitat for Humanity "Framing Frenzy" Construction Volunteer Event PARTNERS COMMUNITIESCUSTOMERSTEAMMATES ~440,000+ natural gas, electric and propane customers Dec. 2025: Energy Lane Safety Town hosts a training & education event for students in Dover, Delaware Affordability prioritizing high-quality service while maintaining reasonable pricing Feb. 2025: FPU celebrates the opening of the DeBary Safety Town with the Florida Fire Chiefs Association. Nov. 2025: Teammates gather for a Corporate Cares event that fosters belonging and recognizes successes Development succession planning and training opportunities to equip future leaders 25,000+ gratitude recognitions shared among managers and teammates in 2025 Fostering support for approvals, permitting, collaboration & financing
$5.39 $6.01 FY 2024 FY 2025 $567.4 $638.5 FY 2024 FY 2025 $121.5 $141.1 FY 2024 FY 2025 1 See appendix for a reconciliation of non-GAAP metrics. Industry-leading growth in Adjusted Gross Margin, Adjusted Net Income & Adjusted Earnings Per Share1 Adjusted Gross Margin1 Adjusted Earnings Per Share1Adjusted Net Income1 +13% 18 Record Performance & Growth in 2025 $ millions except per share amounts +16% +12%
$5.39 $0.58 $0.43 $0.39 $0.33 $0.28 $0.23 $0.17 $(0.51) $(0.41) $(0.31) $(0.21) $(0.13) $(0.22) $6.01 FY 2024 Adj. EPS Natural Gas Transmission Expansions Infrastructure Program Growth Rate Case Permanent Rates VIrtual Pipeline Services Increase in Customer Consumption Natural Gas Distribution Growth Other Income & Expense Absence of RSAM Increased O&M Expense Increased D&A, Property Tax Increased Payroll & Benefits Expense Interest Expense Share Dilution FY 2025 Adj. EPS 1 See appendix for a reconciliation of non-GAAP metrics. 2025 Adjusted EPS growth was driven by incremental margin from natural gas transmission, distribution and infrastructure growth, approved rate cases and virtual pipeline transportation Adjusted Earnings Per Share1 19 Full-Year 2025 Key Performance Drivers +$0.62 +$2.41 +$(1.79)
$439.2 $494.0 FY 2024 FY 2025 Adjusted Gross Margin1 Operating Income $196.2 $222.0 FY 2024 FY 2025 + 12% +13% Investments in transmission, distribution & infrastructure drive double-digit Regulated Operations growth 20 Strong Regulated Operations Margin Growth Note: Dollars in millions. 1See appendix for a reconciliation of non-GAAP metrics.
$128.2 $144.6 FY 2024 FY 2025 Double-Digit Growth in Unregulated Adj. Gross Margin driven by Marlin, Propane & Aspire Energy 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. $16.4 million of increased margin from: • Continued growth in our Marlin Virtual Pipeline Services • Increased propane customer consumption • Increased Aspire Energy consumption 21 Unregulated Adj. Gross Margin Growth of 13%
Total Capitalization Equity Short-Term Debt1 Long-Term Debt 48% 8% 44% 50% 9% 41% 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 • $132.3M equity issued in FY 2025 • 996,848 shares throughout the year • 23,936,406 shares outstanding as of 2/23/2026 $ in millions Executing on Our Financing Strategy 2,874 3,218 1,262 1,327 222 293 1,390 1,598 12/31/2024 12/31/202522 • Feb. 2025: Secured inaugural Fitch credit rating ◦ BBB+ Long-Term Issuer Default Rating ◦ A- Instrument Rating • June 2025: Amended and extended long-term shelf agreement • Q3 2025: $200M of new long-term debt • 78% of total liquidity available as of 12/31/2025 ◦ Out of total capacity of $755 million2 Debt & Liquidity Highlights
$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 23 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
1 See appendix for a reconciliation of non-GAAP metrics. 24 Industry-Leading 12% Adjusted EPS Growth Building on track record of 19 consecutive years of growth and 9.1% EPS CAGR $1.15 $1.29 $1.32 $1.43 $1.82 $1.91 $1.99 $2.26 $2.47 $2.72 $2.86 $2.89 $3.47 $3.72 $4.21 $4.73 $5.04 $5.31 $5.39 $6.01 $8.00 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2028E 12% 2% 8% 27% 5% 4% 14% 9% 10% 5% 1% 20% 7% 13% 12% 7% 5% 2% 12%Annual Growth Rate 19 Years of Consecutive Earnings Growth 9.1% EPS CAGR + $7.75 2028 EPS Guidance
Transforming for Growth in 2026 25 Top-Quartile Growth & Total Shareholder Return Maintaining Our Financial Discipline Delivering on Our Promises Focusing on the Three Pillars of Growth Powered By All Stakeholders
Chesapeake Utilities Corporation Confidential 2025 Additional InformationAPPENDIX
$135 $132 $197 $157 $212 $152 $58 $159 $59 $52 $43 $111 $100 $100 $160 $100 $150 $90 $100 $35 $32 $37 $57 $62 $62 $59 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037+ $ in millions 27 Long-Term Debt Maturity Profile Amortizing Principal Payments Bullet Maturities First tranche of FCG debt due in 2026; refinancing expected to generate interest rate savings
OhioDelmarva Florida (10)% 5% (10)% 14% —% 22% FY 2024 FY 2025 FY 2024 FY 2025 FY 2024 FY 2025 NORMAL Note: Normal reflects 10-Year Average Heating Degree Days (HDD). Percentages reflect actual HDD above / (below) Normal divided by Normal. MILDER 28 3,634 4,107 4,039 3,919 (405) 188 COLDER Full-Year 2025 Weather Colder Than Normal ACTUAL HDD NORMAL HDD VARIANCE 5,014 6,120 5,594 5,357 (580) 763 796 951 794 781 2 170
Fourth Quarter Results Year-to-Date Results Consolidated Reconciliation Q4 2025 Q4 2024 $ % FY 2025 FY 2024 $ % GAAP Operating Revenues $ 258.9 $ 215.0 $ 43.9 20% $ 930.0 $ 787.2 $ 142.8 18% Cost of Sales Nat Gas, Propane, & Electric (82.8) (60.8) (22.0) 36% (291.5) (219.8) (71.7) 33% Operating Expense1 (24.1) (21.7) (2.4) 11% (93.7) (81.7) (12.0) 15% D&A (24.0) (13.9) (10.1) 73% (91.7) (65.7) (26.0) 40% GAAP Gross Margin $ 128.0 $ 118.6 $ 9.4 8% $ 453.1 $ 420.0 $ 33.1 8% Add Back: Operating Expense1 24.1 21.7 2.4 11% 93.7 81.7 12.0 15% Add Back: D&A 24.0 13.9 10.1 73% 91.7 65.7 26.0 40% Adjusted Gross Margin $ 176.1 $ 154.2 $ 21.9 14% $ 638.5 $ 567.4 $ 71.1 13% $ in millions 29 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, 2025 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, 2025 for additional details. Fourth Quarter Results Year-to-Date Results Regulated Segment Q4 2025 Q4 2024 $ % FY 2025 FY 2024 $ % GAAP Operating Revenues $ 190.0 $ 153.7 $ 36.3 24% $ 687.8 $ 583.4 $ 104.4 18% Cost of Sales Nat Gas, Propane, & Electric (56.5) (38.6) (17.9) 46% (193.8) (144.2) (49.6) 34% Operating Expense1 (14.2) (12.9) (1.3) 10% (54.7) (48.6) (6.1) 13% D&A (18.3) (9.3) (9.0) 97% (70.9) (48.8) (22.1) 45% GAAP Gross Margin $ 101.0 $ 92.9 $ 8.1 9% $ 368.4 $ 341.8 $ 26.6 8% Add Back: Operating Expense1 14.2 12.9 1.3 10% 54.7 48.6 6.1 13% Add Back: D&A 18.3 9.3 9.0 97% 70.9 48.8 22.1 45% Adjusted Gross Margin $ 133.5 $ 115.1 $ 18.4 16% $ 494.0 $ 439.2 $ 54.8 12% Unregulated Segment Q4 2025 Q4 2024 $ % FY 2025 FY 2024 $ % GAAP Operating Revenues $ 76.6 $ 68.3 $ 8.3 12% $ 271.9 $ 228.4 $ 43.5 19% Cost of Sales Nat Gas, Propane, & Electric (33.9) (29.2) (4.7) 16% (127.3) (100.2) (27.1) 27% Operating Expense1 (10.1) (8.8) (1.3) 15% (39.1) (33.1) (6.0) 18% D&A (5.7) (4.6) (1.1) 24% (20.8) (16.9) (3.9) 23% GAAP Gross Margin $ 26.9 $ 25.7 $ 1.2 5% $ 84.7 $ 78.2 $ 6.5 8% Add Back: Operating Expense1 10.1 8.8 1.3 15% 39.1 33.1 6.0 18% Add Back: D&A 5.7 4.6 1.1 24% 20.8 16.9 3.9 23% Adjusted Gross Margin $ 42.7 $ 39.1 $ 3.6 9% $ 144.6 $ 128.2 $ 16.4 13%30 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. Fourth Quarter Results Year-to-Date Results Non-GAAP Reconciliation: Net Income /EPS Q4 2025 Q4 2024 $ % FY 2025 FY 2024 $ % GAAP Net Income $ 46.1 $ 36.7 $ 9.4 26% $ 140.3 $ 118.6 $ 21.7 18% FCG Transaction+Transition Expenses1 $ 0.1 $ 0.6 $ (0.5) (83)% $ 0.8 $ 2.9 $ (2.1) (72)% Adjusted Net Income $ 46.2 $ 37.3 $ 8.9 24% $ 141.1 $ 121.5 $ 19.6 16% Diluted Weighted Avg. Common Shares Outstanding 23,867 22,914 23,488 22,531 GAAP Diluted EPS $1.93 $1.60 $ 0.33 21% $5.97 $5.26 $ 0.71 13% FCG Transaction+Transition Expenses1 0.01 0.03 (0.02) (67)% 0.04 0.13 (0.09) (69)% Adjusted Diluted EPS $1.94 $1.63 $ 0.31 19% $6.01 $5.39 $ 0.62 12% $ in millions except per-share amounts shares in thousands 31 GAAP to Non-GAAP Reconciliation: Adj. Net Income & EPS