Shareholders at American Water Works (AWK) and Essential Utilities approve merger proposals

Rhea-AI Filing Summary

American Water Works Company, Inc. reports that, based on preliminary voting results from special shareholder meetings held on February 10, 2026, its shareholders and those of Essential Utilities, Inc. have approved proposals related to their proposed merger. The merger is being pursued under an Agreement and Plan of Merger dated October 26, 2025 among American Water Works, Essential Utilities and Alpha Merger Sub, Inc. A separate report will be filed within four business days to provide the final voting results from American Water Works’ special shareholder meeting.

Positive

• Preliminary shareholder approvals for merger: Shareholders of American Water Works and Essential Utilities have, based on preliminary results, approved proposals related to their proposed merger, advancing a potentially transformative combination under the October 26, 2025 merger agreement.

Negative

• None.

Insights

Equity & M&A Analyst

Shareholders at both companies preliminarily approve the proposed merger, clearing a major deal hurdle.

The companies state that, based on preliminary results from special shareholder meetings on February 10, 2026, shareholders of American Water Works and Essential Utilities have approved proposals related to their planned merger under the October 2025 merger agreement.

Shareholder approval is typically a key condition in large utility combinations, so this development moves the transaction closer to closing, subject to any remaining conditions described elsewhere. Final vote tallies will be reported in a separate filing within four business days, which will confirm the preliminary results.

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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): February 10, 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 7.01.     Regulation FD Disclosure.

On February 10, 2026, at respective special shareholder meetings of American Water Works Company, Inc., a Delaware corporation (the “Company”), and Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities”), and based on preliminary voting results, each company’s shareholders have approved proposals related to the proposed merger of the Company and Essential Utilities, pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2025, and as it may be amended from time to time, by and among the Company, Essential Utilities and Alpha Merger Sub, Inc.

A Current Report on Form 8-K will be filed by the Company within four business days to report the final results of the Company’s special shareholder meeting.

The information furnished in Item 7.01 of this Current Report on Form 8-K 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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:

February 10, 2026

By:

/s/ DAVID M. BOWLER

David M. Bowler

Executive Vice President and Chief Financial Officer

3

FAQ

What did American Water Works (AWK) announce regarding its merger with Essential Utilities?

American Water Works announced preliminary shareholder approval for its proposed merger with Essential Utilities. Based on voting at special shareholder meetings held February 10, 2026, both companies’ shareholders approved proposals tied to the merger under the October 26, 2025 Agreement and Plan of Merger.

Are the American Water Works (AWK) merger voting results final?

The voting results are currently described as preliminary, not final. American Water Works states it will file a separate report within four business days to disclose the final results from its special shareholder meeting related to the proposed merger with Essential Utilities.

Which companies are involved in the American Water Works (AWK) proposed merger?

The proposed merger involves American Water Works Company, Inc. and Essential Utilities, Inc. The transaction is governed by an Agreement and Plan of Merger dated October 26, 2025, among American Water Works, Essential Utilities, and Alpha Merger Sub, Inc.

What was the purpose of the February 10, 2026 special shareholder meetings for AWK?

The February 10, 2026 special shareholder meetings were held to vote on merger-related proposals. Shareholders of both American Water Works and Essential Utilities considered and, based on preliminary results, approved proposals related to their proposed merger under the October 2025 merger agreement.

Under which SEC item did American Water Works (AWK) provide this merger voting update?

American Water Works provided the merger voting update under Regulation FD disclosure. The information appears in Item 7.01, which the company specifies is furnished, not filed, and is not automatically incorporated into other Securities Act or Exchange Act filings.

Who signed the American Water Works (AWK) report about the merger vote?

The report was signed by David M. Bowler, Executive Vice President and Chief Financial Officer. He signed on behalf of American Water Works Company, Inc., confirming the company’s authorization of the disclosure regarding preliminary shareholder approval of the merger proposals.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 4.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.5 KB