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American Water (NYSE: AWK) raises $500M in new 2029 senior notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Water Capital Corp., a finance subsidiary of American Water Works Company, Inc., agreed to sell $500 million aggregate principal amount of its 4.625% Senior Notes due 2029. The notes are supported by American Water under an existing support agreement and were issued under a previously effective shelf registration.

At closing on May 20, 2026, AWCC received net proceeds of approximately $498.0 million after underwriting discounts and before offering expenses. AWCC plans to use the proceeds to repay a portion of its 3.625% exchangeable senior notes due 2026 at maturity, reduce outstanding commercial paper obligations, and for general corporate purposes.

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Insights

American Water refinances debt with $500M 2029 senior notes.

American Water Capital Corp. is issuing $500 million of 4.625% Senior Notes due 2029, backed by American Water via a long-standing support agreement. Net proceeds of about $498.0 million were received at closing.

The company plans to use the cash to repay its 3.625% exchangeable senior notes due 2026 at maturity, pay down commercial paper, and fund general corporate needs. This shifts a portion of shorter-term and maturing obligations into a longer-dated 2029 instrument.

The transaction modestly increases coupon cost relative to the 3.625% notes but extends the maturity profile. Future disclosures in company filings may provide additional detail on remaining 2026 notes and commercial paper levels after these repayments.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes issued $500 million aggregate principal amount 4.625% Senior Notes due 2029
Coupon rate 4.625% Senior Notes due 2029
Net proceeds $498.0 million After underwriting discounts, before expenses, at May 20, 2026 closing
Existing notes to be repaid 3.625% exchangeable senior notes due 2026 Portion to be repaid at maturity using proceeds
Commercial paper repayment Portion of outstanding obligations To be repaid with 2029 notes proceeds
Support agreement dates June 22, 2000; amended July 26, 2000 Support agreement from American Water for AWCC notes
aggregate principal amount financial
"agreed to sell $500 million aggregate principal amount of its 4.625% Senior Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Senior Notes financial
"sell $500 million aggregate principal amount of its 4.625% Senior Notes due 2029"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Registration Statement on Form S-3 regulatory
"registered under the Securities Act, pursuant to a Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Indenture financial
"The Notes were issued pursuant to the Indenture, dated as of December 4, 2009"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
underwriting agreement financial
"pursuant to an underwriting agreement, dated May 18, 2026, by and among AWCC and American Water"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
commercial paper obligations financial
"to repay a portion of the outstanding commercial paper obligations of AWCC"
Commercial paper obligations are short-term IOU notes that companies sell to raise quick cash, typically promising to repay the borrowed amount plus interest within a few days to months and usually without specific assets pledged as collateral. Investors care because these notes reveal a company's short-term funding needs and credit strength—like lending a friend money for a few weeks—so changes in yields or issuance levels can signal liquidity pressure or shifts in perceived default risk.
false 0001410636 0001410636 2026-05-18 2026-05-18
 
 

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): May 18, 2026

 

 

American Water Works Company, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-34028

 

Delaware   51-0063696

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

1 Water Street

Camden, NJ 08102-1658

(Address of principal executive offices, including zip code)

(856) 955-4001

(Registrant’s telephone number, including area code)

 

 

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

 

Name of Each Exchange

on Which Registered

Common stock, par value $0.01 per share   AWK   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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

 

 
 


Item 8.01.

Other Events.

On May 18, 2026, American Water Capital Corp. (“AWCC”), a wholly owned finance subsidiary of American Water Works Company, Inc. (“American Water”), agreed to sell $500 million aggregate principal amount of its 4.625% Senior Notes due 2029 (the “Notes”) pursuant to an underwriting agreement, dated May 18, 2026, by and among AWCC and American Water, and BofA Securities, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes have the benefit of a support agreement, dated June 22, 2000 and amended as of July 26, 2000, from American Water (the “Support Agreement”).

The Notes and the obligations of American Water represented by the Support Agreement were registered under the Securities Act, pursuant to a Registration Statement on Form S-3 (File Nos. 333-277166-01 and 333-277166). At the closing of this offering, on May 20, 2026, AWCC received, after deduction of underwriting discounts and before deduction of offering expenses, net proceeds of approximately $498.0 million. AWCC intends to use the net proceeds of the offering (1) to repay a portion of AWCC’s outstanding 3.625% exchangeable senior notes due 2026 upon maturity; (2) to repay a portion of the outstanding commercial paper obligations of AWCC; and (3) for general corporate purposes.

The Notes were issued pursuant to the Indenture, dated as of December 4, 2009, by and between AWCC and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, as supplemented by an officers’ certificate establishing the terms of the Notes.

This Current Report on Form 8-K is being filed, in part, to report the closing of the offering of the Notes and to include, as exhibits, certain documents executed in connection with such registered public offering and sale.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits

The following exhibits to this Current Report have been provided herewith as noted below:

 

Exhibit
No.
  

Description

1.1*    Underwriting Agreement, dated May 18, 2026, by and among AWCC, American Water, BofA Securities, Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1*    Officers’ Certificate of AWCC, dated May 20, 2026, establishing the terms of the Notes.
5.1*    Opinion of Morgan, Lewis & Bockius LLP.
23.1*    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
 
*

Filed herewith.

 

 

2


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.

 

    AMERICAN WATER WORKS COMPANY, INC.
Dated: May 20, 2026     By:  

/s/ DAVID M. BOWLER

      David M. Bowler
      Executive Vice President and Chief Financial Officer

 

3

FAQ

What type of financing did American Water (AWK) complete in May 2026?

American Water’s finance subsidiary issued $500 million of 4.625% Senior Notes due 2029. The notes were sold under an underwriting agreement and are backed by a support agreement from American Water, providing longer-term funding for the group.

How much cash did American Water Capital Corp. receive from the $500 million notes?

American Water Capital Corp. received net proceeds of approximately $498.0 million at closing. This figure reflects the amount after underwriting discounts and before offering expenses, representing the usable cash inflow from the 4.625% Senior Notes due 2029.

How will American Water (AWK) use the proceeds from the 4.625% Senior Notes due 2029?

AWCC intends to use the net proceeds to repay part of its 3.625% exchangeable senior notes due 2026 at maturity, pay down a portion of its outstanding commercial paper obligations, and fund general corporate purposes across the organization.

What existing obligations is American Water targeting with this $500 million note issuance?

The company plans to address two key obligations: a portion of AWCC’s 3.625% exchangeable senior notes due 2026 and a portion of its outstanding commercial paper. Remaining funds are earmarked for broader general corporate purposes within the group.

Who underwrote American Water’s new 4.625% Senior Notes due 2029?

The offering was underwritten by a syndicate led by BofA Securities, Inc., RBC Capital Markets, LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named in the underwriting agreement dated May 18, 2026.

Filing Exhibits & Attachments

6 documents