Essential Utilities Inc SEC Filings

Essential Utilities, Inc. (WTRG) reported Q3 2025 results, posting operating revenues of $476,971, net income of $92,077, and diluted EPS of $0.33. Operating income was $169,771 as operating expenses rose with higher depreciation and O&M.

For the nine months ended September 30, 2025, operating revenues were $1,775,504 with net income of $483,693 and diluted EPS of $1.73. Operating cash flow reached $804,347, supporting $983,089 of capital additions. The company issued 7,671,350 shares under its 2024 at‑the‑market program for net proceeds of about $300,100 and ended with 282,975,521 shares outstanding as of October 27, 2025.

Financing activity included $500,000 senior notes due 2035 at 5.25% and $100,000 in first mortgage bonds at 5.38% (2035) and 5.63% (2040). Commercial paper outstanding was $152,982 at a 4.35% average rate. Growth continued via acquisitions, including Beaver Falls wastewater for $37,750, and regulatory outcomes added revenue, such as a Kentucky gas base rate increase of $7,700 (11.2%) effective July 1, 2025 and Pennsylvania water base rate increases designed to add $73,000, with an aggregate base rate increase of $110,940 after DSIC reset.

Essential Utilities (WTRG) filed an 8-K stating it issued a press release announcing results for the quarter and nine months ended September 30, 2025. The press release is furnished as Exhibit 99.1.

Essential Utilities (WTRG) agreed to merge with American Water in an all‑stock transaction. Each share of Essential common stock will convert into the right to receive 0.305 shares of American Water common stock at closing, subject to customary conditions.

Closing requires shareholder approvals for both companies, NYSE listing of the new American Water shares, expiration or termination of the HSR waiting period, approvals from certain public utility commissions without a “Burdensome Effect,” effectiveness of a Form S‑4, accuracy of representations and warranties, performance of covenants, and no material adverse effect.

The merger agreement includes outside dates through April 26, 2027, extendable up to October 26, 2027, and termination fees: $370 million payable by Essential or $835 million payable by American Water under specified circumstances. Upon closing, American Water’s board will have 15 directors (10 current American Water directors and 5 selected by Essential). American Water’s current CEO, John C. Griffith, will remain CEO; Essential’s CEO, Christopher H. Franklin, will serve as Executive Vice Chair for two years. American Water will retain its name and Camden, NJ headquarters and maintain substantial operations in Pennsylvania.

BlackRock, Inc. filed Amendment No. 7 to Schedule 13G/A reporting a passive ownership stake in Essential Utilities, Inc. (WTRG).

BlackRock reported beneficial ownership of 35,703,517 shares, representing 12.7% of the common stock as of 09/30/2025. The filing lists 33,667,375 shares with sole voting power and 35,703,517 shares with sole dispositive power, with 0 shared voting or dispositive power.

BlackRock certified the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing notes various persons may have rights to dividends or sale proceeds through underlying accounts, and that no single person’s interest exceeds five percent of the total outstanding common shares.

Essential Utilities announced a project to develop natural gas combined cycle combustion turbines (CCGTs) supported by battery storage and an existing grid interconnection. The company, through Aqua, will design, build and operate an 18 MGD water treatment plant using raw water from the adjacent Monongahela River to supply both power generation and data center cooling. Its subsidiary, Peoples Natural Gas, LLC, will provide natural gas consulting and energy management services to the project.

Essential Utilities, Inc. (WTRG) Form 3 — Initial Statement of Beneficial Ownership (filed 08/08/2025)

Bradley J. Palmer, identified as the Issuer's Chief Accounting Officer, filed a Form 3 reporting only derivative securities: 1,338 Restricted Stock Units (RSUs) and 1,626 Non-Qualified Stock Options. No non-derivative common stock is reported on Table I. The RSUs represent awards from grants dated 02/22/2023 (217 RSUs, vest 02/22/2026), 01/24/2024 (332 RSUs, vest 01/24/2027), and 02/05/2025 (789 RSUs, vest annually beginning 02/05/2026). The options have an exercise price of $35.33, an expiration date of 02/05/2035, and per the filing they vest in three equal installments beginning 02/05/2026 and are described as exercisable immediately upon grant. The Form 3 event date is 08/01/2025 and the filing signature date is 08/08/2025.

Essential Utilities (WTRG) closed a $500 million senior note offering on 7-Aug-2025. The 10-year securities carry a 5.250% fixed coupon, payable semi-annually each 15-Feb and 15-Aug, and mature 15-Aug-2035. They were issued under the existing 2019 base indenture as supplemented by a ninth supplemental indenture filed with this Form 8-K.

The notes may be redeemed, at the Company’s option, for the greater of par or a make-whole amount before 15-May-2035 (Par Call Date) and at par thereafter, plus accrued interest. Standard events-of-default provisions allow holders of ≥25% of principal or the trustee to accelerate repayment.

Issuance was completed through a registered public offering pursuant to shelf registration No. 333-277563. BofA Securities, Wells Fargo Securities and Huntington Securities acted as joint book-runners under an underwriting agreement dated 5-Aug-2025 that includes customary reps, covenants and indemnities. Net proceeds and planned use were not disclosed in the filing.