[8-K] American Water Works Company, Inc Reports Material Event

Rhea-AI Filing Summary

Enliven Therapeutics, Inc. (ELVN) – Form 4 insider transaction. Chief Financial Officer Benjamin Hohl exercised 3,250 employee stock options at an exercise price of $2.48 per share and immediately sold the same 3,250 shares under a pre-arranged Rule 10b5-1 trading plan dated 26 Jun 2023.

• Option exercise: 3,250 shares converted from options granted 2 Aug 2021 (portion of a 262,120-share grant that vests monthly through Aug 2025).
• Sales: 3,052 shares sold at a volume-weighted average price (VWAP) of $20.8609 and 198 shares at a VWAP of $21.6583; individual trade ranges were $20.58-$21.575 and $21.5811-$21.788, respectively.
• Holdings after transactions: 23,000 shares of common stock held directly and 115,806 options outstanding.
• The exercise-and-sell was executed the same day (27 Jun 2025) and disclosed 1 Jul 2025.

The transaction represents routine liquidity management by the CFO; the net economic exposure (shares plus remaining options) remains substantial.

Positive

• CFO retains 115,806 unexercised options, indicating continued long-term alignment with company performance.
• Transaction executed under a pre-established Rule 10b5-1 plan, enhancing transparency and reducing perceived insider-trading risk.

Negative

• Sale of 3,250 shares reduces direct ownership to 23,000 shares, a minor but negative directional change in insider holdings.

Insights

Financial Analyst

TL;DR: Small CFO exercise-and-sale; neutral signal given modest size and 10b5-1 plan.

The 3,250-share option exercise equates to roughly 0.1% of the original 262,120-share grant and is immaterial relative to Enliven’s public float. Because the sale is fully covered by a 10b5-1 plan, it suggests advance planning rather than opportunistic disposal. Post-sale, the CFO still owns 23,000 shares and retains 115,806 unexercised options, highlighting continued alignment with shareholder interests. No new options were granted, and no red flags such as margin calls or accelerated vesting appear. From a valuation standpoint, the differential between the $2.48 strike and ~$21 sale price locks in ~$0.6 million gross proceeds but does not meaningfully impact the company’s capital structure. Overall impact on the stock should be neutral.

Corporate Governance Specialist

TL;DR: Rule 10b5-1 plan mitigates governance concerns; routine insider diversification.

The filing shows proper use of SEC Rule 10b5-1, including plan adoption date (26 Jun 2023) and coding of transactions. Transparent reporting reduces litigation and reputational risk. The sale volume is modest, and the officer retains a sizeable unvested option pool, which maintains incentive alignment. There is no indication of information asymmetry abuse. From a governance lens, the activity is compliant and not impactful to shareholder rights.

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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): July 1, 2025

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.

Filing of Rate Request with the California Public Utilities Commission (the “CPUC”) by California-American Water Company (“California American Water”)

On July 1, 2025, California American Water, a wholly owned subsidiary of American Water Works Company, Inc. (the “Company”), filed an application with the CPUC to set new water and wastewater rates in each of its service areas for 2027 through 2029. The application is seeking an increase of $63.1 million compared to authorized 2025 revenue, and a total increase in revenue over the 2027 to 2029 period of $111.2 million. The requested annualized incremental revenue is driven primarily by approximately $750 million of capital investments completed and planned by California American Water through 2025 to 2028. If approved by the CPUC, the new rates would take effect on January 1, 2027.

A copy of the press release issued by California American Water on July 1, 2025, has been filed as Exhibit 99.1 hereto and is incorporated herein by reference. References and links to websites and other information contained in this press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K (or the exhibits thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, 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. These forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. 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 Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) any approval by the CPUC of California American Water’s request for new water and wastewater rates; (2) the terms of any settlement agreement or stipulation, and/or order of the CPUC, related to this request; (3) the timing of any implementation of new rates by California American Water, if approved; (4) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the Company or California American Water; (5) the amount and timing of future proposed or anticipated capital expenditures and investments by California American Water; and (6) other economic, financial, political, business and other factors that may impact or affect the water and wastewater industries generally or the Company or California American Water specifically.

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 the Company’s annual and quarterly reports as filed with the SEC, 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 of this Current Report on Form 8-K. The Company does not have 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 the Company to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on the Company’s or California American Water’s business, either 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.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

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

2

Exhibit No.						Description
99.1*						Press Release, dated July 1, 2025, issued by California American Water.
104						Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
*Filed herewith.

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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:

July 1, 2025

By:

/s/ DAVID M. BOWLER

David M. Bowler

Executive Vice President and Chief Financial Officer

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FAQ

How many Enliven Therapeutics (ELVN) shares did the CFO sell?

Benjamin Hohl sold 3,250 shares of ELVN common stock on 27 Jun 2025.

At what prices were the ELVN shares sold?

Shares were sold at weighted average prices of $20.8609 (3,052 shares) and $21.6583 (198 shares), within disclosed price ranges.

What was the exercise price of the options converted?

The options were exercised at $2.48 per share.

Does the CFO still hold ELVN stock after the sale?

Yes. After the transaction, he directly owns 23,000 common shares and 115,806 options.

Was the sale part of a Rule 10b5-1 trading plan?

Yes, the filing states the trades were executed under a 10b5-1 plan adopted 26 Jun 2023.