Essential Utilities, Inc. (WTRG) SEC Filings

Essential Utilities, Inc. (WTRG) is a party to a proposed merger with American Water Works Company, Inc., and the companies have taken a new regulatory step in Pennsylvania. On September 15, 2026, American Water, Essential Utilities and certain affiliates filed a joint petition for a non-unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) in the ongoing approval proceeding for the merger. The settlement was reached with several key stakeholders, including the Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and certain other parties, while one or more parties did not join. Administrative Law Judges will first review the settlement and issue a Recommended Decision, after which the PaPUC will decide whether to approve it. The companies also reiterate extensive forward-looking statement cautions and direct investors to prior SEC filings and a definitive joint proxy statement/prospectus for detailed risk factors related to the merger, its timing, required approvals and potential conditions or outcomes.

Essential Utilities, Inc. (WTRG) reports that, together with American Water Works Company, Inc. and affiliates, it filed a joint petition for a non-unanimous settlement on September 15, 2026 in the Pennsylvania Public Utility Commission proceeding reviewing their proposed merger. The merger would combine Essential Utilities with a wholly owned subsidiary of American Water, with Essential Utilities surviving as an American Water subsidiary. The settlement was reached with several regulatory and consumer advocacy parties and will be reviewed first by Administrative Law Judges, who will issue a Recommended Decision, and then by the PaPUC, which must approve it before the merger can proceed as structured.

Essential Utilities, Inc. (WTRG) reports that, together with American Water Works Company, Inc. and certain affiliates, it filed a joint petition for non-unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) on September 15, 2026, in the ongoing approval proceeding for their proposed merger.

The settlement was reached with the PaPUC’s Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and other parties, while at least one party did not join. Administrative Law Judges will first review the settlement and issue a Recommended Decision, after which the PaPUC will review and must approve it before the merger can proceed under these terms.

Essential Utilities, Inc. (WTRG) reports further progress on regulatory milestones for its proposed merger with American Water Works Company, Inc. Essential states that Pennsylvania reached a non-unanimous settlement in the merger proceeding on August 28, 2026, subject to approval by the Pennsylvania Public Utility Commission. Settlement agreements have also been filed in Texas and North Carolina, which likewise require regulatory approval. Essential previously received merger approvals from commissions in Kentucky, Ohio, and Virginia, and shareholders of both companies approved transaction-related proposals earlier in 2026. The company also notes that the Hart-Scott-Rodino Act waiting period for the merger expired on August 14, 2026, satisfying one condition to closing.

Essential Utilities, Inc. (WTRG) and American Water Works Company, Inc. describe extensive forward-looking statements related to their proposed merger, covering expected benefits, synergies, regulatory approvals, financing, capital spending and integration.

They emphasize that actual results may differ materially due to numerous risks, incorporate risk factors from each company’s SEC reports and a definitive joint proxy statement/prospectus, and clarify that this communication is not an offer or solicitation to buy or sell securities.

Essential Utilities, Inc. (WTRG) reports that Administrative Law Judges of the Pennsylvania Public Utility Commission issued an interim order in the proceeding on the proposed merger of Essential Utilities with a wholly owned subsidiary of American Water Works Company, Inc. The order states that American Water, Essential Utilities, and certain affiliates have reached a non-unanimous settlement, which remains subject to approval by the PaPUC. The disclosure is provided under Regulation FD and is accompanied by extensive cautionary language regarding forward-looking statements and the remaining regulatory, integration, and other risks related to the proposed merger.

Essential Utilities, Inc. (WTRG) reports that Administrative Law Judges in the Pennsylvania Public Utility Commission proceeding related to its proposed merger with a wholly owned subsidiary of American Water Works Company, Inc. issued an interim order on August 28, 2026. The order states that American Water, Essential Utilities, and certain affiliates have reached a non-unanimous settlement in that proceeding, which remains subject to approval by the PaPUC. The disclosure is presented under Regulation FD and includes extensive cautionary language regarding forward-looking statements about the merger’s timing, required regulatory approvals, potential conditions, integration, expected synergies, litigation risk, and other economic and regulatory factors that could cause actual outcomes to differ materially.

Essential Utilities, Inc. (WTRG) is involved in a proposed merger in which it would merge with and into a wholly owned subsidiary of American Water Works Company, Inc. In the Pennsylvania Public Utility Commission (PaPUC) proceeding on this merger, Administrative Law Judges issued an interim order on August 28, 2026, stating that American Water, Essential Utilities and certain affiliates have reached a non-unanimous settlement.

This settlement still requires approval by the PaPUC before it can take effect. The communication emphasizes extensive forward-looking statement cautions, noting that completion, timing, regulatory approvals, integration, expected synergies and other outcomes of the proposed merger remain subject to numerous risks and uncertainties described in each company’s SEC filings and the joint proxy statement/prospectus.

Essential Utilities, Inc. is providing investors with unaudited second‑quarter 2026 consolidated financial statements of its pending merger partner, American Water Works Company, Inc., and incorporating them by reference into Essential’s shelf registration on Form S‑3. The report reiterates that under the merger agreement dated October 26, 2025, American Water’s wholly owned Merger Sub will merge with Essential, leaving Essential as a wholly owned subsidiary of American Water, in a stock‑for‑stock transaction where Essential shareholders are expected to receive 0.305 shares of American Water common stock for each Essential share. The combination remains subject to public utility commission and antitrust approvals and other customary closing conditions, and American Water currently estimates closing by the end of the first quarter of 2027.

American Water’s furnished financials show total assets of $36.5 billion as of June 30, 2026 and net income attributable to common shareholders of $315 million for the quarter on $1.36 billion of operating revenues. The company continues heavy infrastructure investment and regulatory growth: it completed the $319 million Nexus regulated systems acquisition, closed additional small system purchases, secured multiple rate increases and has several large general rate cases and infrastructure surcharge filings pending across key states. American Water also raised long‑term capital through two senior note offerings totaling $1.2 billion, monetized a $795 million seller note from a prior divestiture, and entered and partially settled equity forward sale agreements.