8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 25, 2026
Essential Utilities, Inc.
(Exact Name of Registrant Specified in Charter)
Pennsylvania | 001-06659 | 23-1702594 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
762 West Lancaster Avenue Bryn Mawr, Pennsylvania | 19010-3489 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (610)
527-8000
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: | ☐ | 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)) |
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, $.50 par value | WTRG | New York Stock Exchange |
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
Essential Utilities, Inc. (the “Company”) is electing to furnish this Current Report on Form
8-K
as a voluntary disclosure solely to provide certain information related to the pending merger transaction involving the Company and American Water Works Company, Inc. (“American Water”), which information is to be incorporated by reference into the Company’s Registration Statement on Form S-3
(File No. 333-277563).
Item 7.01 | Regulation FD Disclosure. |
As previously disclosed in its Current Report on Form
8-K
filed on October 27, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on October 26, 2025 with American Water and Alpha Merger Sub, Inc., a direct wholly owned subsidiary of American Water (“Merger Sub”), pursuant to which and upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of American Water. With the consent of American Water, the Company has elected to furnish as an exhibit to this Form 8-K
the historical audited consolidated financial statements of American Water as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025, as included in American Water’s Annual Report on Form 10-K
filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026. The foregoing historical audited consolidated financial statements of American Water are furnished as Exhibit 99.1 hereto and are incorporated herein by reference. The Company is not incorporating by reference any other information set forth in American Water’s SEC filings. These historical audited consolidated financial statements of American Water were independently prepared by American Water; they have not been independently validated by the Company.
This report does not modify or update the consolidated financial statements of the Company included in the Company’s SEC filings.
The Merger has not yet occurred and is subject to customary closing conditions set forth in the Merger Agreement, including, among others, receipt of certain required regulatory approvals. For further information regarding the Merger, please refer to the Company’s Annual Report on Form
10-K
filed on February 26, 2026, and its definitive joint proxy statement/prospectus on Schedule 14A filed on December 31, 2025, in each case, as updated and supplemented by the Company’s other filings with the SEC made from time to time. This Form 8-K, including the audited consolidated financial statements of American Water furnished as Exhibit 99.1 hereto, is expressly incorporated by reference into the Company’s registration statement on Form S-3 (File
No. 333-277563).
Except as expressly set forth in the foregoing sentence, the Company is furnishing to the SEC the information included or incorporated by reference in this Item 7.01, including Exhibit 99.1, and such information shall not be deemed to be “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such Company filing. Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 23.1 | Consent of Independent Registered Public Accounting Firm to American Water Works Company, Inc. | |
| 99.1 | Historical audited consolidated financial statements of American Water Works Company, Inc. as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRES | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) (included in Exhibit 101) | |
The exhibits in this Item 9.01 are expressly incorporated by reference into the Company’s registration statement on Form
S-3
(File No. 333-277563).
Except as expressly set forth in the foregoing sentence, the Company is furnishing to the SEC the information included in this Item 9.01, including Exhibit 99.1, and such information shall not be deemed to be “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such Company filing. * * *
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form
8-K
are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements address, among other things: the expected timing of closing of the Company’s acquisitions; the projected impact of various legal proceedings; the projected effects of recent accounting pronouncements; the proposed merger with American Water; prospects, plans, objectives, expectations and beliefs of management, as well as information contained in this report where statements are preceded by, followed by or include the words “believes,” “expects,” “estimates,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,” “intends,” “will,” “continue,” “in the event” or the negative of such terms or similar expressions. Forward-looking statements are based on a number of assumptions concerning future events, and are subject to a number of risks, uncertainties and other factors, many of which are outside the Company’s control, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the effects of regulation, abnormal weather, geopolitical forces, the impact of inflation and supply chain pressures, including those resulting from changes in government fiscal policies and regulations, the imposition of tariffs, the threat of cyber-attacks and data breaches, changes in capital requirements and funding, the success of growth initiatives, including pending acquisitions, changes to the capital markets, impact of public health threats, and the Company’s ability to assimilate acquired operations, as well as those risks, uncertainties and other factors discussed in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2025 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in such reports. In addition to the foregoing, there are various risks and other uncertainties associated with the Company’s proposed merger with American Water, including a fixed exchange ratio that will not adjust or account for fluctuations in American Water’s or the Company’s stock price; limitations on the parties’ ability to pursue alternatives to the proposed merger; financial impacts of the proposed merger on the Company and the combined company’s earnings, earnings per share, financial condition, results of operations, cash flows and share price, and any related accounting impacts; any impact of the proposed merger on the Company’s ability to declare and pay quarterly dividends on its common stock; the amount and nature of incurred transaction costs associated with the proposed merger; as well as other risks, uncertainties and other factors. As a result, readers are cautioned not to place undue reliance on any forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. SIGNATURES
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.
ESSENTIAL UTILITIES, INC. | ||||||
| Date: March 25, 2026 | By: | /s/ Christopher P. Luning | ||||
| Name: | Christopher P. Luning | |||||
| Title: | Executive Vice President, General Counsel | |||||