American Water Works Company, Inc 8-K Filings

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.

American Water Works Company, Inc. (AWK), through its subsidiary New Jersey American Water, received an order from the New Jersey Board of Public Utilities on September 9, 2026 approving a settlement in its general rate case. The order authorizes a $68 million annualized increase in water and wastewater revenues effective September 15, 2026, based on an authorized 9.5% return on equity, a $6.06 billion rate base, and a capital structure of 54.0% common equity and 46.0% long-term debt.

The revenue increase is driven primarily by $1.4 billion of incremental capital investments since the last general rate case and is intended to support continued upgrades to treatment, transmission and distribution systems, including approximately 120 miles of main replacement, lead service line work and PFAS-related treatment. Separately, New Jersey American Water will return more than $79 million in PFAS litigation proceeds and interest to eligible water customers via a $9.88 monthly PFAS settlement credit for 12 months under the PFAS Litigation Universal Surcredit (PLUS), which for many customers will more than offset the near-term bill impact of the new rates.

American Water Works Company, Inc. (AWK) reports that, on August 28, 2026, Administrative Law Judges in the Pennsylvania Public Utility Commission proceeding related to the proposed merger of Essential Utilities, Inc. into a wholly owned subsidiary of American Water issued an interim order. The order states that American Water, Essential Utilities, and certain affiliates have reached a non-unanimous settlement in that proceeding. This settlement remains subject to approval by the Pennsylvania Public Utility Commission. The company also highlights extensive forward-looking statement cautions, noting that completion, timing, regulatory approvals, and anticipated benefits of the proposed merger are uncertain and subject to numerous risks outlined in prior SEC filings and a joint proxy statement/prospectus.

American Water Works Company, Inc. reported second quarter 2026 diluted and adjusted earnings of $1.61 per share, compared to $1.48 and $1.49 per share, respectively, in 2025. Year-to-date 2026 diluted EPS was $2.61 and adjusted EPS was $2.62, compared to $2.53 and $2.51 in 2025.

Operating revenues were $1,355 million for the quarter and $2,562 million year-to-date, driven mainly by new rates and acquisitions in the Regulated Businesses, where net income reached $331 million for the quarter and $539 million year-to-date. The company invested $1.8 billion in infrastructure and growth in the first half of 2026 and plans approximately $3.7 billion of capital investment for the full year, including acquisitions and about 52,000 new customer connections.

The company affirmed its 2026 adjusted EPS guidance range of $6.02 to $6.12 and long-term EPS and dividend growth targets of 7-9%. Since January 1, 2026, regulators have authorized $216 million of additional annualized revenues, and a proposed merger with Essential Utilities continues to progress with three state approvals and a settlement in principle reached in Texas. The board declared a quarterly dividend of $0.8950 per share, payable September 1, 2026.

American Water Works Company, Inc. reported that its Pennsylvania subsidiary, Pennsylvania American Water, received Pennsylvania Public Utility Commission (PUC) approval for a rate adjustment authorizing an annual revenue increase of approximately $74.9 million.

The decision is intended to support ongoing infrastructure work, including replacing aging assets, expanding PFAS treatment, and eliminating lead service lines, while maintaining a focus on affordability and customer assistance for about 2.5 million people in Pennsylvania. PUC Chairman Stephen M. DeFrank cited the subsidiary’s acquisitions, receiverships, and improvements at distressed systems as public benefits. Pennsylvania American Water is reviewing the decision and will provide details on bill impacts after receiving the final order.

American Water Works Company’s Missouri subsidiary has filed for a significant rate increase to support major infrastructure spending. Missouri American Water is requesting annualized incremental revenue of about $179 million, excluding infrastructure surcharges of approximately $32 million, of which $18 million remains subject to approval.

The request is based on a 10.50% return on equity and a capital structure of 50.3% equity and 49.7% long-term debt. It is driven primarily by roughly $1.6 billion of water and wastewater investments planned and completed from June 2025 through May 2028, the forecasted future test period. Missouri American Water anticipates new rates could take effect in June 2027, following an MoPSC review that can take up to 11 months and includes public input.

If approved as filed, the average residential water bill in St. Louis County using 5,900 gallons per month would rise by about $23 per month, while customers outside St. Louis County using 4,500 gallons per month would see an increase of about $15 per month. The amended report itself only corrects the XBRL cover page’s document period end date and does not change the underlying rate request disclosure.

American Water Works’ Missouri subsidiary has filed for a major rate increase tied to large infrastructure spending. Missouri American Water is asking the Missouri Public Service Commission to approve new water and wastewater rates that would provide approximately $179 million in annualized incremental revenue, excluding about $32 million of infrastructure surcharges, of which $18 million still requires approval.

The request is based on a 10.50% allowed return on equity with a capital structure of 50.3% equity and 49.7% long-term debt. It is driven mainly by approximately $1.6 billion of capital investments completed and planned from June 2025 through May 2028, including replacing about 140 miles of aging pipeline and multiple treatment, storage and pumping upgrades.

If approved as filed, the monthly water bill for an average St. Louis County residential customer using 5,900 gallons would rise about $23, while a similar customer outside the county using 4,500 gallons would see about a $15 increase. The filing notes the MoPSC review process can take up to 11 months and that new rates could take effect in June 2027, with subsequent reconciliations required after the future test year, subject to regulatory approval.

American Water Works Company, Inc. reports progress in regulatory rate cases for two key subsidiaries in California and Virginia. California-American Water reached a partial settlement with California’s Public Advocates Office that would allow additional annualized water and wastewater revenues of $24 million in 2027, $21 million in 2028, and $22 million in 2029 if construction work in progress remains in rate base, compared with the company’s revised 2027 request of $43 million.

Virginia American Water filed a black box settlement with Virginia regulators providing a $16 million annualized revenue increase versus its original $22 million request, driven mainly by about $115 million in capital investments planned between May 2025 and April 2027. The stipulation also reflects an agreed return on equity of 9.75% and an equity ratio of 51.79%, both to be used in future regulatory filings, subject to commission approvals.

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.

American Water Capital Corp., a finance subsidiary of American Water Works Company, Inc., agreed to sell $500 million aggregate principal amount of its 4.625% Senior Notes due 2029. The notes are supported by American Water under an existing support agreement and were issued under a previously effective shelf registration.

At closing on May 20, 2026, AWCC received net proceeds of approximately $498.0 million after underwriting discounts and before offering expenses. AWCC plans to use the proceeds to repay a portion of its 3.625% exchangeable senior notes due 2026 at maturity, reduce outstanding commercial paper obligations, and for general corporate purposes.

American Water Works Company, Inc. reported results of its 2026 annual meeting and a new regulatory filing by its Kentucky subsidiary. Shareholders approved amendments to the 2017 omnibus equity compensation plan and a nonqualified employee stock purchase plan, and adopted a charter amendment providing for officer exculpation under updated Delaware law.

Kentucky-American Water filed a rate request with the Kentucky Public Service Commission seeking aggregate annualized incremental revenues of $17.7 million, tied to about $108 million of planned capital investment from January through December 2027. The request is based on a proposed 10.75% return on equity and a capital structure with 52.29% common equity. Interim rates are expected to begin in December 2026, with any difference from final approved rates subject to refund.

American Water Works Company reported first-quarter 2026 GAAP earnings of $1.00 per share, compared to $1.05 a year earlier, and adjusted EPS of $1.01 versus $1.02 in 2025.

Operating revenues rose to $1.207 billion from $1.142 billion, driven mainly by new rates and acquisitions in its Regulated Businesses, where net income increased to $208 million from $201 million. Higher operating, depreciation and interest costs partially offset revenue gains as the company continued its capital plan.

Management affirmed 2026 adjusted EPS guidance of $6.02 to $6.12 and long-term EPS and dividend growth targets of 7–9%. The company invested $652 million in the first three months of 2026 and plans about $3.7 billion of 2026 investment, including acquisitions. The board declared a quarterly dividend of $0.8950 per share payable in June, an 8.2% increase from the prior quarter, and the company issued $700 million of 5.200% senior 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. 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.

American Water Works Company, through its subsidiary West Virginia American Water, received approval from the West Virginia Public Service Commission for new water and wastewater rates tied to recent infrastructure investments.

The order authorizes an annualized revenue increase of $20.5 million, excluding $12.7 million in previously recovered infrastructure surcharges, based on a 9.8% return on equity and a capital structure of 51.0% common equity and 49.0% debt. The higher revenues support approximately $239 million of system investments and reflect an authorized rate base that the subsidiary views as about $1.1 billion. Effective March 1, 2026, a typical residential customer using 3,000 gallons per month will see bills rise by about $6 for water and $7 for wastewater, while customers on the Special Reduced Rate Residential Service tariff receive an additional 20% discount.

American Water Works Company, Inc., through its subsidiary Maryland American Water, received approval from the Maryland Public Service Commission for a settlement that provides a consolidated annualized increase in water revenues of approximately $2 million. About $1 million of this increase takes effect with the order date, with the balance effective on January 1, 2027.

The increase is driven primarily by approximately $22 million of completed capital investments in treatment and distribution infrastructure since the last general rate case approval in 2019. Maryland American Water’s view of its allowed return on equity is 9.75%, with a common equity ratio of 52.32% and a debt ratio of 47.68%.

For residential customers in the Town of Bel Air using 4,000 gallons per month, the average bill will rise by about $10 per month from February 26, 2026, and by another $10 per month on January 1, 2027. In the Severn District, customers moving from a quarterly to a monthly flat fee will see an increase of roughly $1.50 per month from February 26, 2026. The new rates support continued investment and service for approximately 24,000 people served by Maryland American Water and represent the first rate adjustment since 2019.

American Water Works Company reported stronger 2025 results and reaffirmed its outlook. GAAP earnings were $5.69 per share, up from $5.39 in 2024, while adjusted earnings rose to $5.64 per share from $5.18, an 8.9% increase, driven mainly by new regulated rates and acquisitions.

Fourth quarter 2025 adjusted EPS was $1.24 versus $1.15 a year earlier. The company invested $3.2 billion in capital, completed 18 acquisitions across seven states, and delivered 8.2% dividend growth. Management affirmed 2026 adjusted EPS guidance of $6.02 to $6.12 and long-term EPS and dividend growth targets of 7-9%.

Shareholders of both American Water and Essential Utilities overwhelmingly approved merger-related proposals, and a $795 million Homeowner Services secured seller note was fully repaid on February 13, 2026, strengthening the balance sheet ahead of the planned combination.

American Water Works Company, Inc. reported that shareholders overwhelmingly approved issuing common stock to complete its proposed merger with Essential Utilities, Inc. under the existing Merger Agreement. At the special meeting, 161,221,863 shares, representing 82.6% of shares outstanding as of December 29, 2025, were present, constituting a quorum. The share issuance proposal passed with 160,422,727 votes for, 581,842 against, and 217,294 abstentions.

Both companies’ shareholders approved their merger-related proposals, with approximately 99% of American Water shares present and nearly 95% of Essential Utilities shares voted in favor. The merger is expected to close by the end of the first quarter of 2027, subject to clearance under the Hart-Scott-Rodino Act and approvals from applicable public utility commissions and other customary conditions.

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.

American Water Works Company, Inc. reported that its wholly owned subsidiary Illinois American Water has filed a request with the Illinois Commerce Commission to adjust its water and wastewater rates through a two-step increase in aggregate annualized incremental revenue. The request seeks approximately $119 million effective January 1, 2027, based on a proposed 10.75% return on equity and a capital structure with 52.42% equity and 47.58% debt, and an additional approximately $15 million effective January 1, 2028, with a capital structure of 52.74% equity and 47.26% debt, in each case excluding infrastructure surcharges. The filing is driven primarily by about $577 million of capital investments from January 2026 through December 2027 and must be approved by the Commission. The company highlights that outcomes will depend on regulatory decisions, potential settlements, timing of rate implementation and broader regulatory, economic and industry factors.

American Water Works Company, Inc. reported that its New Jersey subsidiary, New Jersey-American Water Company, filed a request with the New Jersey Board of Public Utilities to increase water and wastewater rates. The filing seeks aggregate annualized incremental revenues of approximately $146 million, based on a proposed return on equity of 10.75% and a capital structure with 55.18% equity and 44.82% debt.

The request is driven primarily by more than $1.4 billion of capital investments completed and planned through December 2026, reflecting spending on system infrastructure. Any new rates would only take effect if approved by the regulator, and the timing and terms of any approval remain subject to the New Jersey Board of Public Utilities.

American Water Works Company, Inc. reports that its Kentucky subsidiary, Kentucky American Water, received a final order from the Kentucky Public Service Commission approving an annualized increase of $18.2 million in water system revenues, excluding $9.9 million of infrastructure surcharges.

The decision is based on an authorized return on equity of 9.70%, an authorized rate base of $667.0 million, and a capital structure of 52.26% common equity and 47.74% non-equity, compared with the prior case effective May 3, 2024. The order terminates the Qualified Infrastructure Program rider, incorporates its costs and investments into base rates, and notes that the requested increase was driven primarily by about $212 million of capital investments from February 2025 through December 2026, with new rates effective as of December 16, 2025.

American Water Works Company (AWK) reported that its Pennsylvania subsidiary filed a rate request with the Pennsylvania Public Utility Commission to adjust water and wastewater rates. The filing seeks aggregate annualized incremental revenue of approximately $169 million, excluding projected infrastructure surcharges of approximately $19 million.

The request is based on a proposed return on equity of 10.95% and a capital structure with an equity component of 55.33%. The increase is driven primarily by an estimated $1.2 billion of capital investments completed or planned from June 2025 through mid-2027. The request is subject to approval by the PaPUC, and new rates would be expected to take effect in August 2026, unless otherwise provided in the approval.

American Water Works (AWK) reported that its Virginia subsidiary filed a rate case with the Virginia State Corporation Commission to adjust water and wastewater rates. The request seeks aggregate annualized incremental revenues of $21.9 million, based on a proposed return on equity of 10.75% and a capital structure with an equity component of 51.79%. The filing is subject to SCC approval.

The request is driven primarily by more than $115 million of capital investments completed and planned from May 2025 through April 2027. Interim rates will be effective May 1, 2026, with the difference between interim and final approved rates subject to refund to customers. A related press release was furnished as an exhibit.

American Water Works Company, Inc. furnished an update on operations by announcing its third-quarter results for the period ended September 30, 2025, via a press release attached as Exhibit 99.1. The company also discussed 2025 earnings per share guidance and initiated 2026 EPS guidance, along with additional 2026 and long-term outlook details.

The filing includes an earnings presentation (Exhibit 99.2) and prepared remarks covering Q3 2025 results, 2026 EPS guidance, and a 2026–2030 capital plan (Exhibit 99.3). The materials under Items 2.02 and 7.01 are furnished, not filed, under the Exchange Act.

American Water Works (AWK) agreed to acquire Essential Utilities via a stock-for-stock merger. Each outstanding share of Essential common stock will be converted into the right to receive 0.305 shares of American Water common stock at closing, with Essential surviving as a wholly owned subsidiary of American Water.

The deal requires multiple approvals and conditions, including shareholder approvals for both companies, NYSE listing authorization for the new AWK shares, expiration or termination of the Hart-Scott-Rodino waiting period, specified public utility commission approvals without a “Burdensome Effect,” no prohibitive legal orders, and the effectiveness of an AWK Form S-4. The merger agreement includes an outside date of April 26, 2027, extendable up to October 26, 2027 in specified circumstances. If terminated under certain conditions, Essential would pay a $370 million fee to American Water, or American Water would pay Essential $835 million.

Upon closing, the board will have 15 directors (10 from AWK, 5 from Essential). John C. Griffith will remain President and CEO of American Water, and Essential’s CEO Christopher H. Franklin will serve as Executive Vice Chair for two years. American Water will retain its name and headquarters in Camden, New Jersey, and maintain substantial operations in Pennsylvania.

American Water Works Company, Inc. appointed Lisa A. Grow as an independent director effective August 26, 2025, and increased the Board size from nine to ten members. Her term runs until the 2026 annual meeting or until an earlier departure. She will also serve on the Nominating/Corporate Governance Committee and the Safety, Environmental, Technology and Operations Committee.

Ms. Grow will receive an annual cash retainer of $120,000, paid quarterly and prorated for her initial service. On the effective date, she received director stock units under the 2017 Omnibus Equity Compensation Plan, representing the prorated portion of $175,000 in annual equity compensation, with the underlying common shares to be distributed within 30 days. Under the company’s stock ownership policy, by August 2030 she must hold shares equal to at least five times her annual cash retainer.

American Water Works reported two material financings and related equity arrangements. The company entered Additional Forward Sale Agreements on August 7, 2025 relating to 1,056,338 Borrowed Optional Shares of common stock with an initial forward sale price of $139.657 per share and settlement possible at American Water's discretion on or before December 31, 2026. American Water estimates net proceeds of approximately $147.5 million if all Additional Forward Sale Agreements are physically settled in full. The agreements include pricing adjustments tied to an overnight bank funding rate less a spread and reductions for expected dividends, and permit cash or net share settlement under specified conditions.

Separately, on August 8, 2025, American Water Capital Corp. closed a registered offering of $900 million aggregate principal amount of 5.700% Senior Notes due 2055, receiving net proceeds of approximately $887.2 million after underwriting discounts. AWCC intends to lend proceeds to American Water and subsidiaries in its Regulated Businesses, repay commercial paper, and use remaining amounts for general corporate purposes. Exhibits to the filing include the Additional Forward Sale Agreements and offering documents.