American Water (NYSE: AWK) closes $315M Nexus water and wastewater deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American Water Works Company, Inc. completed its previously announced acquisition of equity interests in entities owning regulated water and wastewater system assets from Nexus Regulated Utilities, LLC for an aggregate cash purchase price of approximately $315 million, subject to purchase price adjustments under the Purchase and Sale Agreement.
The acquired systems have an estimated aggregate rate base of about $200 million and are located in Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia. The deal was funded with cash flow from operations and other existing sources of liquidity, following receipt of all required regulatory approvals.
Through this transaction, American Water added approximately 47,000 customer connections to its regulated businesses and approximately 70 employees from Nexus Water Group affiliates. The company describes the acquisition as aligned with its core growth strategy and highlights expected benefits and synergies in related forward-looking statements, while noting integration and regulatory risks.
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Insights
American Water closes $315M multi‑state system acquisition, expanding regulated footprint.
American Water acquired regulated water and wastewater system assets in eight states from Nexus Regulated Utilities for approximately $315 million, tied to an estimated aggregate rate base of about $200 million. The transaction adds roughly 47,000 customer connections and about 70 employees to its regulated operations.
The company funded the cash purchase price with cash flow from operations and other existing liquidity, indicating no new financing mentioned in this disclosure. All required approvals from state public utility commissions and other governmental entities were obtained before closing, which is important for a regulated utility transaction.
Management characterizes the deal as part of its core growth strategy and cites potential plans, benefits and synergies, while warning that actual outcomes may differ due to factors such as integration costs, final purchase price adjustments relating to rate base, and regulatory or legislative actions. Subsequent company filings are expected to reflect how these acquired operations contribute to regulated results over future reporting periods.
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, and exhibit attachments filed with this report.
Key Figures
Purchase price: $315 million
Estimated rate base: $200 million
New customer connections: 47,000 connections
+5 more
8 metrics
Purchase price
$315 million
Aggregate cash purchase price for acquired entities
Estimated rate base
$200 million
Aggregate rate base of system assets owned by acquired entities
New customer connections
47,000 connections
Customer connections added to American Water’s regulated businesses
New employees
70 employees
Employees joining from Nexus Water Group affiliates
Nexus Water Group customer base
1.3 million people
People served across 20 U.S. states and two Canadian provinces
American Water customers
14 million people
People served with regulated operations in 14 states and 18 military installations
American Water history
140 years in 2026
Company history dating back to 1886
American Water workforce
7,000 professionals
Approximate number of employees company-wide
Key Terms
rate base, Purchase and Sale Agreement, regulated water and wastewater system assets, forward-looking statements, +2 more
6 terms
rate base financial
"Aggregate rate base of the system assets owned by the Acquired Entities is estimated to be approximately $200 million."
Rate base is the dollar value of the physical assets and capital a regulated utility uses to deliver its service — things like power plants, pipes, or equipment. Regulators use that value as the starting point to set prices the utility can charge by allowing a specific percentage return on that base, so a larger or higher-valued rate base usually means higher permitted revenues and therefore directly affects investor earnings and the company's ability to raise capital.
Purchase and Sale Agreement regulatory
"The acquisition was completed pursuant to the terms and conditions of that certain Purchase and Sale Agreement, dated May 19, 2025."
A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.
regulated water and wastewater system assets financial
"entities that own regulated water and wastewater system assets located in Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia"
forward-looking statements regulatory
"Certain statements included in this on (or Exhibit 99.1 thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933."
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.
public utility commissions regulatory
"The closing follows regulatory approvals by the respective state public utility commissions, as well as customary approvals from governmental entities."
Public utility commissions are government agencies that regulate essential services like electricity, water, natural gas and telecommunications, overseeing rates, service standards and major infrastructure decisions. For investors they matter because these commissions approve price changes and new projects that directly affect a utility’s revenue and costs—think of them as referees who decide whether a business can raise its prices or must make expensive upgrades, which influences profits and investment risk.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995."
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): June 1, 2026
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | ||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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.
Completion of Acquisition of Certain Water and Wastewater System Assets from Nexus Regulated Utilities, LLC
On June 1, 2026, American Water Works Company, Inc. (the “Company”) completed the previously announced acquisition from Nexus Regulated Utilities, LLC (the “Seller”) of equity interests in specified entities (collectively, the “Acquired Entities”) that own regulated water and wastewater system assets located in Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia, for an aggregate purchase price of approximately $315 million, subject to adjustment as provided for in the Purchase Agreement (as defined below). Aggregate rate base of the system assets owned by the Acquired Entities is estimated to be approximately $200 million. The acquisition was completed pursuant to the terms and conditions of that certain Purchase and Sale Agreement, dated May 19, 2025 (the “Purchase Agreement”), between the Company and the Seller. The Seller is a subsidiary of Nexus Water Group, Inc., a privately-held water and wastewater utility serving more than 1.3 million people across 20 states in the United States and two Canadian provinces.
The Company received all required regulatory approvals related to the acquisition of the Acquired Entities prior to closing. The cash purchase price for the acquisition was funded by the Company with cash flow from operations and other existing sources of liquidity.
As a result of the acquisition of the Acquired Entities, the Company added approximately 47,000 customer connections to its regulated businesses, as well as approximately 70 employees.
A copy of the press release issued by the Company on June 1, 2026 has been included as Exhibit 99.1 to this Current Report on Form 8-K 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.
The information furnished in response to this Item 8.01, including Exhibit 99.1, 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 it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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 | |||||||
| 2.1 | Purchase and Sale Agreement, dated as of May 19, 2025, between the Company and the Seller (incorporated by reference to Exhibit 2.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed May 19, 2025). | |||||||
| 99.1* | Press Release, dated June 1, 2026, issued by the Company. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). | |||||||
| * Furnished herewith. | ||||||||
The Purchase 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 the Company or the Seller, or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase 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 Purchase Agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures and schedules exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures and schedules include information contained in public disclosures, as well as additional non-public information); (iv) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or the Seller, or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject
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to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the reports and other documents that are Cautionary Statement Concerning Forward-Looking Statements.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K (or Exhibit 99.1 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, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the occurrence, in whole or in part, of the plans, benefits and synergies expected or predicted to occur as a result of the acquisition; (2) the final amount of the purchase price following any post-closing adjustments as provided for in the Purchase Agreement, including expectations with respect to rate base; (3) unexpected costs, liabilities or delays associated with the integration of the acquired operations; (4) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect American Water; and (5) other economic, business and other factors.
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 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.
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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: | June 1, 2026 | By: | /s/ DAVID M. BOWLER | |||||||||||
| David M. Bowler | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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Exhibit 99.1
American Water Completes Purchase of Nexus Water Group Systems in Eight States
CAMDEN, N.J. – June 1, 2026 – American Water Works Company, Inc. (NYSE: AWK), the largest regulated water and wastewater utility company in the U.S., announced today the completion of the purchase of water and wastewater systems located in eight states from Nexus Regulated Utilities, LLC, a subsidiary of Nexus Water Group, Inc. (“Nexus Water Group”), for a total purchase price of approximately $315 million.
The acquisition adds approximately 47,000 customer connections within American Water’s existing footprint in Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia. Additionally, American Water is welcoming approximately 70 employees to its state operations from Nexus Water Group affiliates who proudly provide water and wastewater service in these areas.
“American Water is excited about this acquisition as we believe it is good for customers and another example of execution of our core growth strategy,” said John Griffith, President and CEO of American Water. “We look forward to leveraging our scale and size to deliver safe, clean, reliable and affordable water and wastewater services to these 47,000 new customer connections and to welcoming the local employees who already call these communities home.”
On May 19, 2025, American Water announced its agreement to acquire the systems. The closing follows regulatory approvals by the respective state public utility commissions, as well as customary approvals from governmental entities, all of which were obtained as of May 21, 2026.
The company is committed to ensuring a seamless transition for its new customers who will receive additional information in the mail from their respective American Water state subsidiary in the coming weeks. The information is also available now on a new, dedicated webpage on the company’s website at amwater.com under Customer Service and Billing.
New customers will be able to take advantage of American Water’s robust customer service benefits, including its online account management portal, MyWater, as well as flexible payment options and customer assistance programs for qualifying customers needing help paying their bills.
About American Water
American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886 and celebrating 140 years in 2026, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water and wastewater services to approximately 14 million people with regulated operations in 14 states and on 18 military installations. American Water’s approximately 7,000 talented professionals leverage their significant expertise and the company’s national size and scale
to achieve excellent outcomes for the benefit of customers, employees, investors and other stakeholders.
For more information, visit amwater.com and join American Water on LinkedIn, Facebook, X and Instagram.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to, among other things, anticipated capital investments and the ability to achieve certain benefits, synergies and goals relating to the acquired operations. These statements are based on the current expectations of management of American Water. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, including with respect to (1) the occurrence, in whole or in part, of the plans, benefits and synergies expected or predicted to occur as a result of the acquisition; (2) unexpected costs, liabilities or delays associated with the integration of the acquired operations; (3) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect American Water; and (4) other economic, business and other factors. Forward-looking statements are not guarantees or assurances of future performance or results, and American Water does not undertake any duty to update any forward-looking statement. The foregoing factors should not be considered to be exclusive.
AWK-IR
Investor Contact:
Aaron Musgrave
Vice President, Investor Relations
(856) 955-4029
aaron.musgrave@amwater.com
Media Contact:
Maureen Duffy
Executive Vice President, Communications and External Affairs
(856) 955-4163
maureen.duffy@amwater.com
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FAQ
What transaction did American Water (AWK) complete with Nexus Regulated Utilities?
American Water completed the acquisition of equity interests in entities owning regulated water and wastewater system assets from Nexus Regulated Utilities, LLC. The systems span eight states and move from Nexus Water Group affiliates into American Water’s regulated business portfolio.
How much did American Water (AWK) pay for the Nexus water and wastewater systems?
American Water paid an aggregate purchase price of approximately $315 million for the acquired systems. The amount is subject to post-closing adjustments under the Purchase and Sale Agreement, including expectations related to the estimated $200 million aggregate rate base of the acquired assets.
How many new customers and employees does the Nexus acquisition add to American Water (AWK)?
The acquisition adds approximately 47,000 customer connections within American Water’s existing footprint, plus about 70 employees from Nexus Water Group affiliates. These customers are located across Illinois, Indiana, Kentucky, Maryland, New Jersey, Pennsylvania, Tennessee and Virginia.
How did American Water (AWK) fund the purchase of the Nexus water systems?
American Water funded the cash purchase price using cash flow from operations and other existing sources of liquidity. The filing does not mention new external financing for this transaction, emphasizing reliance on the company’s existing financial resources to complete the acquisition.
What regulatory approvals were required for American Water’s Nexus acquisition?
The closing followed regulatory approvals by the respective state public utility commissions and customary approvals from governmental entities. All required approvals were obtained as of May 21, 2026, enabling American Water to complete the acquisition of the regulated water and wastewater system assets.
What risks and uncertainties does American Water highlight regarding the Nexus acquisition?
American Water notes risks around realizing expected plans, benefits and synergies, final purchase price adjustments, unexpected integration costs or delays, and regulatory, legislative, local or municipal actions affecting the water and wastewater industries. These factors could cause actual results to differ materially from forward-looking statements.