American Water issues $700M 5.200% notes due 2036

American Water Capital Corp., a wholly owned finance subsidiary of American Water Works Company, Inc., completed a public debt offering of $700 million aggregate principal amount of 5.200% Senior Notes due 2036.

Rhea-AI Filing Summary

American Water Capital Corp., a wholly owned finance subsidiary of American Water Works Company, Inc., completed a public debt offering of $700 million aggregate principal amount of 5.200% Senior Notes due 2036. The notes are supported by a Support Agreement from American Water and were issued under an existing indenture.

AWCC received approximately $694.9 million in net proceeds after underwriting discounts. It intends to use the funds to lend to American Water and its regulated utilities, to repay commercial paper obligations, and for general corporate purposes.

Insights

Credit & Utilities Analyst

$700 million 10‑year notes add fixed-rate funding and refinance shorter-term debt.

American Water Capital Corp. issued $700 million of 5.200% Senior Notes due 2036, with net proceeds of about $694.9 million. The notes benefit from a long-standing Support Agreement with American Water Works Company, Inc., linking the parent to this financing.

Planned uses include lending to American Water’s regulated utilities, repaying commercial paper, and general corporate purposes. This shifts a portion of funding from short-term commercial paper to longer-term fixed-rate debt, which can influence interest expense and liquidity, though the ultimate impact depends on overall capital structure.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Senior Notes principal: $700 million Coupon rate: 5.200% Net proceeds: $694.9 million +1 more

4 metrics

Senior Notes principal $700 million Aggregate principal amount of 5.200% Senior Notes due 2036

Coupon rate 5.200% Interest rate on Senior Notes due 2036

Net proceeds $694.9 million Net proceeds to AWCC after underwriting discounts, before expenses

Maturity year 2036 Maturity of AWCC 5.200% Senior Notes

Key Terms

Senior Notes, Support Agreement, underwriting agreement, Indenture, +1 more

5 terms

Senior Notes financial

"agreed to sell $700 million aggregate principal amount of its 5.200% Senior Notes due 2036"

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.

Support Agreement financial

"The Notes have the benefit of a support agreement, dated June 22, 2000"

A support agreement is a written commitment in which one or more parties promise to take specific actions—such as lending money, voting a certain way, or providing other help—to back a corporate deal, restructuring or financing. For investors it matters because these promises raise the chances a plan will succeed and reduce uncertainty about who will pay or vote for what; think of it like neighbors formally agreeing to chip in and carry out a shared repair so everyone knows it will get done.

underwriting agreement financial

"pursuant to an underwriting agreement, dated March 30, 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.

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.

Registration Statement on Form S-3 regulatory

"were 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did American Water Works Company, Inc. (AWK) announce in this 8-K?

American Water’s finance subsidiary, American Water Capital Corp., sold $700 million of 5.200% Senior Notes due 2036. The transaction was completed under an existing shelf registration and is supported by American Water through a long-standing Support Agreement.

What are the key terms of the new American Water Capital Corp. notes?

American Water Capital Corp. issued 5.200% Senior Notes due 2036 with an aggregate principal amount of $700 million. The notes were issued under a 2009 indenture, benefit from a Support Agreement with American Water, and are part of a registered public offering.

How much cash did AWCC receive from the $700 million notes offering?

AWCC received net proceeds of approximately $694.9 million from the offering, after deducting underwriting discounts and before offering expenses. This represents the cash inflow available to fund intercompany lending, repay commercial paper, and support general corporate purposes.

How will American Water Capital Corp. use the net proceeds from the notes?

AWCC plans to use the net proceeds to lend funds to American Water and its regulated utility subsidiaries, repay commercial paper obligations, and for general corporate purposes. This mix addresses both internal funding needs and refinancing of short‑term borrowings.

Which underwriters participated in American Water’s $700 million notes sale?

The underwriting syndicate was led by Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, and U.S. Bancorp Investments, Inc.. They acted as representatives of the several underwriters named in the underwriting agreement dated March 30, 2026.

What legal documents govern American Water Capital Corp.’s new notes?

The notes were issued under a 2009 Indenture with Computershare Trust Company, N.A., and an officers’ certificate establishing their terms. They are also backed by a Support Agreement from American Water and were sold via an underwriting agreement dated March 30, 2026.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:01 PM Learn about SEC filing dates

false 0001410636 0001410636 2026-03-30 2026-03-30

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): March 30, 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 March 30, 2026, American Water Capital Corp. (“AWCC”), a wholly owned finance subsidiary of American Water Works Company, Inc. (“American Water”), agreed to sell $700 million aggregate principal amount of its 5.200% Senior Notes due 2036 (the “Notes”) pursuant to an underwriting agreement, dated March 30, 2026, by and among AWCC and American Water, and Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., 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 April 1, 2026, AWCC received, after deduction of underwriting discounts and before deduction of offering expenses, net proceeds of approximately $694.9 million. AWCC intends to use the net proceeds of the offering (1) to lend funds to American Water and its subsidiaries in its Regulated Businesses segment (which is comprised of utilities that provide water and wastewater services and are generally subject to regulation by state utility commissions or other entities engaged in utility regulation); (2) to repay 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 March 30, 2026, by and among AWCC, American Water, Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
4.1*		Officers’ Certificate of AWCC, dated April 1, 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: April 1, 2026				By:		/s/ DAVID M. BOWLER
						David M. Bowler
						Executive Vice President and Chief Financial Officer

3

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 150.9 KB
• EX-4.1 EX-4.1 41.9 KB
• EX-5.1 EX-5.1 8.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB