American Water (WTRG) outlines merger progress and risks in Essential Utilities deal

Rhea-AI Filing Summary

American Water Works Company, Inc. and Essential Utilities, Inc. describe progress on their planned merger, noting receipt of three state regulatory approvals and a settlement in principle in Texas, and they state they remain on track to close in the first quarter of 2027.

The communication emphasizes that many statements are forward-looking, subject to significant risks and uncertainties, and may differ materially from actual results. It directs readers to each company’s Form 10‑K, other SEC reports, a joint proxy statement/prospectus, and American Water’s effective Form S‑4 registration statement for additional details, and clarifies that this is not an offer or solicitation to buy or sell securities.

Key Figures

State regulatory approvals received: 3 approvals Target merger close period: first quarter of 2027 Form S-4 registration number: 333-292182 +1 more

4 metrics

State regulatory approvals received 3 approvals Number of state regulatory approvals obtained so far for the proposed merger

Target merger close period first quarter of 2027 Stated expected timing to close the merger between American Water and Essential Utilities

Form S-4 registration number 333-292182 Registration statement on Form S-4 declared effective on December 30, 2025

Joint proxy statement/prospectus filing date December 31, 2025 Date of definitive joint proxy statement/prospectus filed with the SEC

Key Terms

forward-looking statements, definitive merger agreement, registration statement on Form S-4, joint proxy statement/prospectus, +1 more

5 terms

forward-looking statements regulatory

"Certain statements included in this communication are forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

definitive merger agreement regulatory

"the parties’ ability to consummate the proposed merger pursuant to the terms of the definitive merger agreement"

A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.

registration statement on Form S-4 regulatory

"please see American Water’s registration statement on Form S-4 (Registration No. 333-292182)"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

joint proxy statement/prospectus regulatory

"included in American Water’s and Essential Utilities’ respective annual and quarterly reports and in the definitive joint proxy statement/prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

regulatory lag financial

"filings to address regulatory lag; the combined company’s ability to execute its current and long-term business"

Regulatory lag is the delay between when government or oversight bodies create, change, or enforce rules and when those rules actually take effect or when firms receive required approvals. For investors it matters because those delays can postpone revenue, increase costs, or extend uncertainty around a project or business plan — like sitting at a traffic light that won’t change, you can’t move forward or adjust your timing until the signal does.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 04:54 PM Accepted by SEC EDGAR 07/29/2026 - 04:43 PM Learn about SEC filing dates

FAQ

What progress on the merger does American Water (WTRG) report in this communication?

American Water reports the merger with Essential Utilities has obtained three state regulatory approvals and reached a settlement in principle in Texas. These steps support the companies’ stated expectation of completing the merger in the first quarter of 2027.

When do American Water (WTRG) and Essential Utilities expect to close their proposed merger?

The companies state they remain on track to close the proposed merger in the first quarter of 2027. This timing is subject to satisfaction of closing conditions, including remaining governmental and regulatory approvals and other factors described in their SEC filings.

What types of risks to the American Water (WTRG) and Essential Utilities merger are highlighted?

The communication lists risks including failure to obtain required regulatory approvals, potential burdensome conditions, inability to satisfy closing conditions, integration challenges, not realizing expected synergies, litigation related to the merger, and macroeconomic and regulatory changes affecting the water and wastewater industries.

Where can investors find more detailed information about the American Water (WTRG) and Essential Utilities merger?

Additional detail is provided in American Water’s registration statement on Form S‑4 (No. 333‑292182), the definitive joint proxy statement/prospectus filed on December 31, 2025, and each company’s annual and quarterly reports filed with the SEC.

Does this American Water (WTRG) communication constitute an offer to sell or solicit securities?

No. The communication expressly states it is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offering would only occur by means of a prospectus meeting Section 10 of the Securities Act.

How do American Water (WTRG) and Essential Utilities describe their forward-looking statements about the merger?

They characterize many statements as forward-looking, based on current expectations and assumptions, not guarantees of performance. They caution that actual results may differ materially and refer readers to detailed risk factors in their Form 10‑K filings and joint proxy statement/prospectus.

Filed by American Water Works Company, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

Subject Company: Essential Utilities, Inc.

Commission File No.: 001-06659

Date: July 29, 2026

The following statement regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential Utilities”) was included in American Water’s earnings press release issued on July 29, 2026.

• Progress continues on proposed merger with Essential Utilities; three states have approved, settlement in principle reached in Texas, and integration planning progressing

The following communication regarding the merger between American Water and Essential Utilities was included in earnings materials first made public by American Water on July 29, 2026.

The following communication regarding the merger between American Water and Essential Utilities was included in an email sent by John Griffith, President and Chief Executive Officer of American Water, to employees of American Water on July 29, 2026.

The achievements so far this year are even more remarkable when we consider that all of this work has been done alongside our planned integration and merger with Essential Utilities. We have received three state regulatory approvals so far with a settlement in principle in Texas and remain on track to close in the first quarter of 2027.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this communication are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “likely,” “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-term liquidity; impacts of the proposed merger on the future settlement or settlements of a party’s forward sale agreements, including potential adjustments to the forward sale price or other economic terms thereunder, and the amount of and the intended use of net proceeds from any such future settlement or settlements; the outcome and impact on other governmental and regulatory investigations; the filing of class action lawsuits and other litigation and legal proceedings related to the proposed merger; the ability to complete, and the timing and efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives; each party’s ability to comply with new and changing environmental regulations; regulatory, legislative, tax policy or legal developments; and impacts that future significant tax legislation may have on each such party and on its business, results of operations, cash flows and liquidity.

These forward-looking statements are predictions based on currently available information, the parties’ current respective expectations and assumptions regarding future events that American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential Utilities”) believe to be reasonable. They are not, however, guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. You should not regard any forward-looking statement as a representation or warranty by American Water, Essential Utilities or any other person that the expectation, plan or objective expressed in such forward-looking statement will be successfully achieved in any specified time frame, or at all. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this communication as a result of the factors discussed in American Water’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026 (available at: ir.amwater.com), Essential Utilities’ Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026 (available at: essential.co), and each party’s other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties’ ability to consummate the proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party’s requirement to obtain required governmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome or commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected benefits of the proposed merger); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement; (4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing to consummate the proposed merger; (6) the failure to integrate the parties’ businesses successfully; (7) the failure to fully realize benefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer to realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on the market price of American Water’s or Essential Utilities’ common stock; (9) the risk of litigation, legal proceedings or other challenges related to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders; (11) the diversion of each party’s management’s time and attention from ongoing business operations and opportunities of such party on merger-related matters; (12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility industries; (13) the ability of each party to manage its respective existing operations and financing arrangements on favorable terms or at all, including with respect to future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental laws and regulations regarding each party’s respective operations that may adversely impact such party’s businesses or increase the cost of operations; (15) changes in each party’s key management and personnel; (16) changes in tax laws that could adversely affect beneficial tax treatment of the proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the parties’ respective utility subsidiaries; and (18) other economic, business and other factors, including inflation, interest rate fluctuations or tariffs. The foregoing factors should not be construed as exhaustive.

These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American Water’s and Essential Utilities’ respective annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus, as filed with the SEC on December 31, 2025 (available at: https://www.sec.gov/Archives/edgar/data/1410636/000119312525337598/d15683d424b3.htm), and readers

should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on American Water’s or Essential Utilities’ businesses, viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Proposed Merger

For additional information regarding the proposed merger, please see American Water’s registration statement on Form S-4 (Registration No. 333-292182), which was declared effective by the SEC on December 30, 2025, and the other documents that American Water or Essential Utilities has filed or may file with the SEC.

No Offer or Solicitation

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.