Essential Utilities Enters Material Definitive Agreement

TL;DR

WTRG signed a big deal, filing shows.

AI Summary

On October 26, 2025, Essential Utilities, Inc. (WTRG) entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Aqua America Inc. and Philadelphia Suburban Corp, is headquartered in Bryn Mawr, Pennsylvania.

Why It Matters

This filing indicates a significant new contract or partnership for Essential Utilities, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• Essential Utilities, Inc. (company) — Registrant
• October 26, 2025 (date) — Date of earliest event reported
• Aqua America Inc. (company) — Former company name
• Philadelphia Suburban Corp (company) — Former company name
• Bryn Mawr, Pennsylvania (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.50 — ch Registered Common stock, par value $0.50 per share WTRG New York Stock Excha
• $0.01 — d nonassessable common stock, par value $0.01 per share, of American Water ("American
• $370 million — merican Water a cash termination fee of $370 million or American Water will be required to p
• $835 million — pay Essential a cash termination fee of $835 million. The Merger Agreement provides that,

Filing Documents

• e25376_wtrg-8k.htm (8-K) — 64KB
• e25376_ex2-1.htm (EX-2.1) — 839KB
• e25376_ex99-1.htm (EX-99.1) — 46KB
• e25376_ex99-2.htm (EX-99.1) — 39KB
• image_001.jpg (GRAPHIC) — 100KB
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• image_010.jpg (GRAPHIC) — 105KB
• image_011.jpg (GRAPHIC) — 153KB
• image_012.jpg (GRAPHIC) — 88KB
• image_013.jpg (GRAPHIC) — 126KB
• image_014.jpg (GRAPHIC) — 138KB
• image_015.jpg (GRAPHIC) — 133KB
• image_016.jpg (GRAPHIC) — 128KB
• logo_awk.jpg (GRAPHIC) — 4KB
• logo_wtrg.jpg (GRAPHIC) — 3KB
• 0001552781-25-000341.txt ( ) — 3935KB
• wtrg-20251026.xsd (EX-101.SCH) — 3KB
• wtrg-20251026_lab.xml (EX-101.LAB) — 33KB
• wtrg-20251026_pre.xml (EX-101.PRE) — 22KB
• e25376_wtrg-8k_htm.xml (XML) — 3KB

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. Execution of Agreement and Plan of Merger with American Water Works Company, Inc. On October 26, 2025, American Water Works Company, Inc. ("American Water" or "Parent"), Alpha Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and Essential Utilities, Inc. ("Essential" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement, which has been unanimously approved by the present members of the Board of Directors of each of American Water and Essential, provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Essential (the "Merger"), with Essential surviving the Merger as a wholly owned subsidiary of American Water. Time"), each share of common stock, par value $0.50 per share, of Essential ("Essential Common Stock"), issued and outstanding immediately prior to the Effective Time, other than any shares of Essential Common Stock owned by American Water or Merger Sub or by Essential as treasury stock (in each case, other than restricted shares), will be converted into the right to receive 0.305 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable common stock, par value $0.01 per share, of American Water ("American Water Common Stock") (the aggregate number of such shares of American Water Common Stock to be issued in the Merger, the "Merger Consideration"). The Merger Agreement provides for the treatment of outstanding equity awards of Essential, depending on the type of award. Under the Merger Agreement, at the Effective Time, (i) each outstanding option to acquire Essential Common Stock, whether vested or unvested, will be converted into an adjusted option to acquire a number of shares of American Water Comm

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 27, 2025, American Water and Essential issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint release is furnished as Exhibit 99.1. On October 27, 2025, American Water and Essential also released a joint investor presentation relating to the Merger. A copy of the investor presentation is furnished as Exhibit 99.2. The information furnished in response to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 3

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits to this Current Report have been filed herewith (except as noted below): Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of October 26, 2025, by and among American Water Works Company, Inc., Alpha Merger Sub, Inc., and Essential Utilities, Inc. 99.1** Joint Press Release, dated October 27, 2025, issued by American Water Works Company, Inc. and Essential Utilities, Inc. 99.2** Joint Investor Presentation of American Water Works Company, Inc. and Essential Utilities, Inc., as of October 27, 2025. 104 Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). * Filed herewith. Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission (the "SEC") upon request. ** Furnished herewith. The Merger Agreement filed as Exhibit 2.1 herewith has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about American Water or Essential, or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules exchanged between the parties in connection with the execution of the Merger Agreement (such disclosure schedules having included information in each party's public disclosures, as well as additional non-public information); (iv) may have been made for the purposes of allocating con

Forward-Looking Statements

Forward-Looking Statements Certain 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," "outlook," "future," "pending," "goal," "objective," "potential," "continue," "seek to," "may," "can," "will," "should" and "could," or the negative of such terms or other variations or similar expressions. Forward-looking statements may relate to, among other things: statements about the benefits of the proposed merger, including future financial and operating results; the parties' respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the merger and related transactions; the results of any strategic review; expected synergies of the proposed merger; the timing and result of various regulatory proceedings related to the proposed merger, and other general rate cases, filings for infrastructure surcharges and other governmental agency authorizations and proceedings, and filings to address regulatory lag; the combined company's ability to execute its current and long-term business, operational, capital expenditures and growth plans and strategies; the amount, allocation and timing of projected capital expenditures and related funding requirements; the future impacts of increased or increasing transaction and financing costs associated with the proposed merger or otherwise, as well as inflation and interest rates; each party's ability to finance current and projected operations, capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources of short-ter

SIGNATURES

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. Dated: October 27, 2025 By: /s/ Christopher H. Franklin Christopher H. Franklin Chairman and Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR