American Wtr Wks Co Inc SEC Filings

American Water Works (AWK) reported higher quarterly results. For Q3, operating revenues were $1.451 billion, up from $1.323 billion, and net income rose to $379 million from $350 million. Diluted EPS was $1.94. Year to date, operating revenues reached $3.869 billion versus $3.483 billion, with net income of $873 million.

Growth reflects favorable regulatory outcomes and customer demand. In 2025, approved general rate cases provided $232 million in annualized revenue, with another $43 million from infrastructure surcharges across several states. Operating income improved to $614 million in Q3, while interest expense also increased with a larger debt load. Capital expenditures were $2.078 billion for the first nine months, supporting system investments.

The Military Services Group reported remaining performance obligations of $7.4 billion, and municipal/commercial contracts added $533 million. Shares outstanding were 195,123,565 as of October 20, 2025. Cash from operations was $1.396 billion year to date, helping fund robust capital programs.

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.

Lori A. Sutton, Executive Vice President and Chief Human Resources Officer of American Water Works Company, received an award of 90 restricted stock units (RSUs) effective October 1, 2025. The RSUs will settle 1:1 into common stock and vest in three approximately equal installments on January 31, 2026, 2027, and 2028, subject to continued employment on each vesting date. Following the grant, Sutton beneficially owns 1,556 shares of AWK common stock. The award is granted under the company’s 2017 Omnibus Equity Compensation Plan and RSUs may not be settled in cash.

Lisa A. Grow, a director of American Water Works Company, Inc. (AWK), was reported as acquiring 868 shares on 08/26/2025. The Form 4 shows 868 stock units granted that vested on the grant date and will convert one-for-one into common stock, with a reported price of $0, indicating a compensation grant rather than a market purchase. After the transaction the reporting person beneficially owns 868 shares. The filing was signed by an attorney-in-fact on 08/27/2025.

Lisa A. Grow, a director of American Water Works Company, Inc. (AWK), filed an initial Form 3 reporting the ownership status as of 08/26/2025. The filing states that no securities are beneficially owned by Ms. Grow. The form was signed on behalf of Ms. Grow by an attorney-in-fact on 08/27/2025. This disclosure notifies investors and the market that the reporting director holds no reportable equity position in the company at the reported date.

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.

American Water Capital Corp. (AWCC), the finance subsidiary of American Water Works Company, Inc. (NYSE: AWK), has filed a preliminary prospectus supplement (Form 424B5) for an unspecified aggregate principal amount of new senior unsecured notes maturing 1 Sept 20 . The coupon, spread and size will be set at pricing; interest will be paid semi-annually each 1 Mar and 1 Sept, beginning 1 Mar 2026.

The notes rank pari-passu with AWCC’s existing senior debt and benefit from a support agreement—functionally a full guarantee—by the parent company. They are effectively junior to any future secured debt and structurally junior to liabilities at operating subsidiaries.

Use of proceeds: (i) lend funds to AWK and its regulated utility subsidiaries, (ii) repay outstanding commercial paper ( $1.575 billion at 5 Aug 2025; 7-day WA maturity 4.57%), and (iii) general corporate purposes. As of 30 Jun 2025 AWK carried $14.99 billion total debt, including $13.4 billion long-term and $1.59 billion CP; subsidiaries held an additional $1.19 billion of secured and tax-exempt obligations.

Issuer profile: AWK is the largest publicly-traded U.S. water and wastewater utility, serving 14 million people across 24 states. FY 2024 revenue was $4.68 billion with $1.05 billion net income. Regulated operations contributed 92 % of revenue in both FY 2024 and 1H 2025.

Key terms: optional make-whole call prior to par-call date (Treasury + spread), 100 % par thereafter; denominations $1,000; no sinking fund; governed by New York law; joint book-runners U.S. Bancorp, J.P. Morgan, and PNC.