American Water, Essential file PaPUC merger settlement

Rhea-AI Filing Summary

American Water Works Company, Inc. (AWK) reported a key regulatory step in its proposed merger with Essential Utilities, Inc. American Water, Essential Utilities and affiliates filed a joint petition for non-unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) on September 15, 2026, in the ongoing approval proceeding for the merger.

The settlement was reached with the PaPUC’s Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and certain other parties, while one or more parties did not join. Administrative Law Judges will first review the settlement and issue a Recommended Decision to the PaPUC, after which the PaPUC will decide whether to approve it. The companies include extensive forward-looking statements highlighting that completion, timing, benefits and regulatory approvals for the merger remain subject to multiple risks and uncertainties.

Positive

• Joint settlement filed with key Pennsylvania consumer and regulatory advocates, indicating progress toward obtaining PaPUC approval for the proposed merger with Essential Utilities.
• The merger process is supported by an effective Form S-4 registration statement and a definitive joint proxy statement/prospectus already on file, demonstrating that major federal securities-process milestones have been completed.

Negative

• The settlement is non-unanimous, with one or more parties not joining, and still requires review by Administrative Law Judges and PaPUC approval, leaving significant regulatory uncertainty.
• Extensive forward-looking risk disclosures emphasize potential failure to consummate the merger, delays, burdensome approval conditions, litigation and challenges integrating the businesses.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Date joint settlement filed: September 15, 2026 Merger agreement date: October 26, 2025 Form S-4 Registration Number: 333-292182 +4 more

7 metrics

Date joint settlement filed September 15, 2026 Filing date of the joint petition for non-unanimous settlement in the PaPUC merger proceeding

Merger agreement date October 26, 2025 Date American Water, Merger Sub and Essential Utilities entered into the Agreement and Plan of Merger

Form S-4 Registration Number 333-292182 American Water’s registration statement on Form S-4 for the proposed merger

Form S-4 effectiveness date December 30, 2025 Date the registration statement on Form S-4 was declared effective

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

American Water 2025 Form 10-K filing date February 18, 2026 Filing date of American Water’s Annual Report on Form 10-K for year ended December 31, 2025

Essential Utilities 2025 Form 10-K filing date February 26, 2026 Filing date of Essential Utilities’ Annual Report on Form 10-K for year ended December 31, 2025

Key Terms

joint petition for non-unanimous settlement, Administrative Law Judges, forward-looking statements, Agreement and Plan of Merger, +1 more

5 terms

joint petition for non-unanimous settlement regulatory

"filed a joint petition for non-unanimous settlement (the “Settlement Agreement”)"

Administrative Law Judges regulatory

"will first be reviewed by the Administrative Law Judges assigned to the proceeding"

forward-looking statements regulatory

"Certain statements included in this on are forward-looking statements"

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.

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

registration statement on Form S-4 regulatory

"please see American Water’s registration statement on Form S-4"

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.

FAQ

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

What did American Water Works (AWK) announce in this 8-K?

American Water announced that it and Essential Utilities filed a joint petition for non-unanimous settlement on September 15, 2026, in the Pennsylvania Public Utility Commission proceeding reviewing their proposed merger.

What is the significance of the non-unanimous settlement for AWK’s proposed merger?

The settlement reflects agreement with the PaPUC’s Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and others, but one or more parties did not join, so regulatory approval and timing remain uncertain.

What are the next regulatory steps for the AWK–Essential Utilities merger in Pennsylvania?

Administrative Law Judges will review the settlement and issue a Recommended Decision to the Pennsylvania Public Utility Commission, after which the PaPUC will review and decide whether to approve the settlement and the proposed merger.

When did American Water and Essential Utilities sign their merger agreement?

American Water and Essential Utilities entered into the Agreement and Plan of Merger on October 26, 2025, providing for Essential Utilities to survive as a wholly owned subsidiary of American Water.

What key risks to completing the AWK–Essential Utilities merger are highlighted?

The companies highlight risks including failure to obtain governmental and regulatory approvals, potential burdensome conditions, possible termination of the merger agreement, delays, litigation, integration challenges and adverse market reactions to the merger announcement.

Where can investors find more detailed information about the AWK merger with Essential Utilities?

Investors are directed to American Water’s registration statement on Form S-4 (No. 333-292182), declared effective on December 30, 2025, and the definitive joint proxy statement/prospectus filed on December 31, 2025, along with each company’s annual and quarterly SEC reports.

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

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Available on EDGAR 09/17/2026 - 10:54 AM Accepted by SEC EDGAR 09/17/2026 - 10:54 AM Learn about SEC filing dates

September 15, 20260001410636false00014106362026-09-152026-09-15

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): September 15, 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.

Filing of Joint Petition for Non-Unanimous Settlement in Pennsylvania Public Utility Commission (the “PaPUC”) Proceeding with respect to Proposed Merger with Essential Utilities, Inc.

As previously disclosed, on October 26, 2025, American Water Works Company, Inc. (“American Water” or the “Company”), Alpha Merger Sub, Inc., a direct wholly owned subsidiary of the Company (“Merger Sub”), and Essential Utilities, Inc. (“Essential Utilities”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the proposed merger of Merger Sub with and into Essential Utilities (the “Merger”), with Essential Utilities surviving the Merger as a wholly owned subsidiary of American Water.

In the proceeding before the PaPUC to obtain approval of the proposed Merger, on September 15, 2026, American Water, Essential Utilities and certain of their affiliates filed a joint petition for non-unanimous settlement (the “Settlement Agreement”). The Settlement Agreement was entered into with the Bureau of Investigation and Enforcement, the Office of the Consumer Advocate, the Office of the Small Business Advocate, and certain other parties to the proceeding. One or more parties to the proceeding did not join the Settlement Agreement. The Settlement Agreement will first be reviewed by the Administrative Law Judges assigned to the proceeding (the “ALJs”), and the ALJs will issue a Recommended Decision to the PaPUC. The Settlement Agreement will then be subject to review by and approval of the PaPUC.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K 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 proposed 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 and 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 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

2

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.

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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:

September 17, 2026

By:

/s/ DAVID M. BOWLER

David M. Bowler

Executive Vice President and Chief Financial Officer

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