American Water raises $500M in 2033 notes

American Water Works Company, Inc. (AWK), through its wholly owned finance subsidiary American Water Capital Corp. (AWCC), completed a registered public offering of $500.0 million aggregate principal amount of 5.550% Senior Notes due 2033.

Rhea-AI Filing Summary

American Water Works Company, Inc. (AWK), through its wholly owned finance subsidiary American Water Capital Corp. (AWCC), completed a registered public offering of $500.0 million aggregate principal amount of 5.550% Senior Notes due 2033. The notes benefit from a long-standing Support Agreement from American Water and were issued under AWCC’s existing indenture.

AWCC received approximately $496.6 million in net proceeds on September 16, 2026, after underwriting discounts and before expenses. AWCC intends to use the proceeds to repay at maturity $250.0 million of its 3.000% senior notes due December 1, 2026, lend funds to American Water and its regulated subsidiaries, repay a portion of its commercial paper, and for general corporate purposes.

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 aggregate principal amount: $500.0 million Coupon rate on new Senior Notes: 5.550% Net proceeds from notes offering: $496.6 million +3 more

6 metrics

Senior Notes aggregate principal amount $500.0 million 5.550% Senior Notes due 2033 issued by AWCC

Coupon rate on new Senior Notes 5.550% Interest rate on AWCC Senior Notes due 2033

Net proceeds from notes offering $496.6 million Received by AWCC at closing on September 16, 2026, after underwriting discounts and before expenses

Existing senior notes targeted for repayment $250.0 million AWCC 3.000% senior notes due December 1, 2026 to be repaid at maturity

Interest rate on notes to be repaid 3.000% Coupon on AWCC senior notes maturing December 1, 2026

Maturity year of new Senior Notes 2033 Stated maturity of AWCC 5.550% Senior Notes

Key Terms

Senior Notes, Support Agreement, Registration Statement on Form S-3, Indenture, +1 more

5 terms

Senior Notes financial

"sell $500.0 million aggregate principal amount of its 5.550% Senior Notes due 2033"

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.

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.

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.

Regulated Businesses segment financial

"its subsidiaries in the Regulated Businesses segment (which is comprised of utilities"

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Repay $250.0 million of 3.000% senior notes due December 1, 2026; lend funds to American Water and its regulated subsidiaries; repay a portion of AWCC commercial paper; and general corporate purposes.

FAQ

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

What debt offering did AWK’s subsidiary complete on September 14, 2026?

American Water Capital Corp. agreed to sell $500.0 million aggregate principal amount of 5.550% Senior Notes due 2033 under a registered public offering, with the deal documented in an underwriting agreement dated September 14, 2026.

How much in net proceeds did AWK’s subsidiary receive from the new notes offering?

AWCC received approximately $496.6 million in net proceeds from the 5.550% Senior Notes due 2033, after deducting underwriting discounts and before deducting offering expenses, at the closing on September 16, 2026.

How will AWK (AWK) use the proceeds from the $500 million notes?

AWCC intends to use the net proceeds to repay $250.0 million of 3.000% senior notes due December 1, 2026, lend funds to American Water and its regulated subsidiaries, repay a portion of its commercial paper, and for general corporate purposes.

What existing debt of AWK’s subsidiary is targeted for repayment with the new funds?

The company plans to repay at maturity $250.0 million aggregate principal amount of AWCC’s outstanding 3.000% senior notes, which are due on December 1, 2026, using a portion of the new offering’s proceeds.

What support backs the new 5.550% Senior Notes due 2033 of AWCC?

The notes have the benefit of a Support Agreement from American Water, originally dated June 22, 2000 and amended July 26, 2000, which supports AWCC’s obligations on the 5.550% Senior Notes due 2033.

Under what registration did AWK register the new senior notes?

The 5.550% Senior Notes due 2033 and American Water’s obligations under 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.

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

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Available on EDGAR 09/16/2026 - 03:15 PM Accepted by SEC EDGAR 09/16/2026 - 03:14 PM Learn about SEC filing dates

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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): September 14, 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 September 14, 2026, American Water Capital Corp. (“AWCC”), a wholly owned finance subsidiary of American Water Works Company, Inc. (“American Water”), agreed to sell $500.0 million aggregate principal amount of its 5.550% Senior Notes due 2033 (the “Notes”) pursuant to an underwriting agreement, dated September 14, 2026, by and among AWCC and American Water, and PNC Capital Markets LLC, Mizuho Securities USA 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 September 16, 2026, AWCC received, after deduction of underwriting discounts and before deduction of offering expenses, net proceeds of approximately $496.6 million. AWCC intends to use the net proceeds of the offering (1) to repay at maturity $250.0 million aggregate principal amount of AWCC’s outstanding 3.000% senior notes, which are due on December 1, 2026; (2) to lend funds to American Water and its subsidiaries in the 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); (3) to repay a portion of the outstanding commercial paper obligations of AWCC; and (4) 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 September 14, 2026, by and among AWCC, American Water, PNC Capital Markets LLC, Mizuho Securities USA 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 September 16, 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: September 16, 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-1.1 154.5 KB
• EX-4.1 EX-4.1 44.7 KB
• EX-5.1 EX-5.1 9.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB