American Water Works Company, INC. 424B5 Filing

Key Financial Figures

• $1,000 — registered form and in denominations of $1,000 and integral multiples of $1,000 in exc

Filing Documents

• d816780d424b5.htm (424B5) — 515KB
• g816780g71l91.jpg (GRAPHIC) — 61KB
• g816780g74o25.jpg (GRAPHIC) — 61KB
• 0001193125-26-130502.txt ( ) — 684KB

Underwriting

Underwriting Discount Proceeds to AWCC Per note % % % Total $ $ $ (1) Plus accrued interest from April, 2026, if settlement occurs after that date. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme , and Euroclear Bank SA/NV, as operator of the Euroclear system, against payment in New York, New York on or about April , 2026. Joint Book-Running Managers Wells Fargo Securities PNC Capital Markets LLC RBC Capital Markets US Bancorp Prospectus Supplement dated March , 2026. Table of Contents TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii WHERE YOU CAN FIND MORE INFORMATION S-iii

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS S-v PROSPECTUS SUPPLEMENT SUMMARY S-1

USE OF PROCEEDS

USE OF PROCEEDS S-8 DESCRIPTION OF THE NOTES S-9 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS S-14

UNDERWRITING

UNDERWRITING S-19 Conflicts of Interest S-20 LEGAL MATTERS S-25 EXPERTS S-25 PROSPECTUS

RISK FACTORS

RISK FACTORS i ABOUT THIS PROSPECTUS 1

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 2 AMERICAN WATER WORKS COMPANY, INC. 3 AMERICAN WATER CAPITAL CORP. 3

USE OF PROCEEDS

USE OF PROCEEDS 4 SELLING SECURITY HOLDERS 4

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 5 DESCRIPTION OF AWCC DEBT SECURITIES AND AMERICAN WATER SUPPORT AGREEMENT 10 DESCRIPTION OF DEPOSITARY SHARES 24

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 28 DESCRIPTION OF WARRANTS 30 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 33 EXPERTS 34 WHERE YOU CAN FIND MORE INFORMATION 34 S-i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT All references in this prospectus supplement to "American Water" and the "Company" refer to American Water Works Company, Inc. and its consolidated subsidiaries taken together as a whole, except in the sections entitled "Where You Can Find More Information," "Use of Proceeds," "Description of the Notes," "Underwriting," and "Legal Matters," where such terms shall refer to American Water Works Company, Inc. and not to any of its subsidiaries, in each case unless the context otherwise requires. All references in this prospectus supplement to the "support provider" refer to American Water Works Company, Inc., without its subsidiaries, unless the context otherwise requires. All references in this prospectus supplement to "AWCC" or the "issuer" refer to American Water Capital Corp. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other matters. The second part, the accompanying prospectus, gives more general information about the issuer, American Water and their securities. Generally, the reference to "this prospectus" is to both parts of this document combined. To the extent information in this prospectus supplement conflicts with information in the accompanying prospectus, you should rely on the information in this prospectus supplement. Neither AWCC nor American Water Works Company, Inc. is making an offer or sale of these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus supplement or in the accompanying prospectus is accurate only as of the date on the front cover of those documents an

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS American Water has made statements under "Risk Factors" and in other sections of this prospectus and in the documents incorporated by reference herein that 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. In some cases, these forward-looking statements can be identified by words with prospective meanings such as "intend," "plan," "estimate," "believe," "anticipate," "expect," "predict," "project," "propose," "assume," "forecast," "likely," "uncertain," "outlook," "future," "pending," "goal," "objective," "potential," "continue," "seek to," "may," "can," "should," "will" and "could" or the negative of such terms or other variations or similar expressions. Forward-looking statements may relate to, among other things: American Water's future financial performance, liquidity and cash flows; the timing and amount of rate and revenue adjustments, including through general rate case filings, filings for infrastructure surcharges and other governmental agency authorizations and proceedings, and filings to address regulatory lag; American Water's ability to execute its current and long-term business, operational, capital expenditures and growth plans and strategies; the timing and outcome of pending or future acquisition activity (including, without limitation, the support provider's merger agreement with Essential Utilities, Inc. ("Essential") and the proposed acquisition by the support provider of systems owned indirectly by Nexus Water Group, Inc.), and the ability to achieve organic customer growth; the ability of American Water's California subsidiary to obtain adequate alternative water supplies in lieu of diversions from the Carmel River; the amount, allocation and timing of projected capital expenditures and related funding requirements; American Water's ability to repay or refinance debt; the future impacts of

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