American Water and Essential Utilities propose merger

American Water Works Company, Inc. and Essential Utilities, Inc. disclosed information about their proposed merger.

Accepted by SEC EDGAR 06/04/2026 - 11:47 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

American Water Works Company, Inc. and Essential Utilities, Inc. disclosed information about their proposed merger. The communication, first posted June 4, 2026, reiterates customary forward-looking statement caution and lists risks that could affect timing, approvals, integration, and realization of expected benefits. It references American Water’s Form S-4 (Registration No. 333-292182), which the SEC declared effective on December 30, 2025, and the definitive joint proxy statement/prospectus filed on December 31, 2025.

Insights

M&A Counsel

Merger disclosure reiterates standard regulatory and closing risks.

The filing emphasizes conditions precedent: required governmental and regulatory approvals, potential burdensome conditions, and termination events. These are standard clauses that preserve the parties' rights and outline regulatory pathways tied to closing.

Watch for publicly filed regulatory orders and any material conditions attached to approvals; those documents will specify remedies, divestiture requirements, or timing constraints that materially affect deal execution.

Utilities Sector Analyst

Communication highlights integration and regulatory execution as primary risk drivers.

The statement lists integration risk, realization of synergies, regulatory proceedings, and impacts on capital plans as key uncertainties. These factors influence cash flows and capital allocation for regulated utilities.

Subsequent SEC filings and regulatory filings cited (Form S-4 effective December 30, 2025) will contain financial terms, expected synergies, and regulatory commitments; those items determine investor impact.

Key Figures

Communication date: June 4, 2026 Form S-4 registration number: Registration No. 333-292182 Form S-4 effective date: December 30, 2025 +2 more

5 metrics

Communication date June 4, 2026 date the information was first made available on a website

Form S-4 registration number Registration No. 333-292182 Form S-4 declared effective by the SEC

Form S-4 effective date December 30, 2025 date SEC declared Form S-4 effective

Joint proxy/prospectus filing date December 31, 2025 date the definitive joint proxy statement/prospectus was filed

Commission File No. 001-06659 Commission file number on the filing cover

Key Terms

forward-looking statements, Form S-4, joint proxy statement/prospectus, Section 27A

4 terms

forward-looking statements regulatory

"Certain statements included in this communication are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form S-4 regulatory

"American Water’s registration statement on Form S-4 (Registration No. 333-292182)"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus, as filed with the SEC on December 31, 2025"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

Section 27A regulatory

"forward-looking statements within the meaning of Section 27A of the Securities Act"

FAQ

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

What did American Water (WTRG) disclose about the merger on June 4, 2026?

They posted information about the proposed merger on June 4, 2026, reiterating forward-looking caution. The release references the effective Form S-4 (Registration No. 333-292182) and the joint proxy/prospectus filed December 31, 2025.

Has the registration statement for the American Water and Essential Utilities merger been declared effective?

Yes. American Water’s Form S-4 (Registration No. 333-292182) was declared effective by the SEC on December 30, 2025. The communication points investors to that registration for additional merger details.

Does the June 4, 2026 disclosure constitute an offer to buy or sell securities for WTRG?

No. The communication states it is informational and not an offer or solicitation to buy or sell securities. Any offering will be made only by a prospectus meeting statutory requirements.

What are the primary risks the companies highlighted in the merger communication?

The communication lists regulatory approvals, potential burdensome conditions, integration risk, litigation risk, and financing and macroeconomic factors. These items could affect timing, terms, or the realization of expected merger benefits.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Filed by American Water Works Company, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

Subject Company: Essential Utilities, Inc.

Commission File No.: 001-06659

Date: June 4, 2026

The following information was first made available on a website regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. on June 4, 2026.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this communication are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “outlook,” “future,” “likely,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “will,” “should” and “could,” or the negative of such terms or other variations or similar expressions. Forward-looking statements may relate to, among other things: statements about the benefits of the proposed merger, including future financial and operating results; the parties’ respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the merger and related transactions; the results of any strategic review; expected synergies of the proposed merger; the timing and result of various regulatory proceedings related to the proposed merger, and other general rate cases, filings for infrastructure surcharges and other governmental agency authorizations and proceedings, and filings to address regulatory lag; the combined company’s ability to execute its current and long-term business, operational, capital expenditures and growth plans and strategies; the amount, allocation and timing of projected capital expenditures and related funding requirements; the future impacts of increased or increasing transaction and financing costs associated with the proposed merger or otherwise, as well as inflation and interest rates; each party’s ability to finance current and projected operations, capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources of short-term liquidity; impacts of the proposed merger on the future settlement or settlements of a party’s forward sale agreements, including potential adjustments to the forward sale

price or other economic terms thereunder, and the amount of and the intended use of net proceeds from any such future settlement or settlements; the outcome and impact on other governmental and regulatory investigations; the filing of class action lawsuits and other litigation and legal proceedings related to the proposed merger; the ability to complete, and the timing and efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives; each party’s ability to comply with new and changing environmental regulations; regulatory, legislative, tax policy or legal developments; and impacts that future significant tax legislation may have on each such party and on its business, results of operations, cash flows and liquidity.

These forward-looking statements are predictions based on currently available information, the parties’ current respective expectations and assumptions regarding future events that American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential Utilities”) believe to be reasonable. They are not, however, guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. You should not regard any forward-looking statement as a representation or warranty by American Water, Essential Utilities or any other person that the expectation, plan or objective expressed in such forward-looking statement will be successfully achieved in any specified time frame, or at all. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this communication as a result of the factors discussed in American Water’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026 (available at: ir.amwater.com), Essential Utilities’ Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026 (available at: essential.co), and each party’s other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties’ ability to consummate the proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party’s requirement to obtain required governmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome or commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected benefits of the proposed merger); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement; (4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing to consummate the proposed merger; (6) the failure to integrate the parties’ businesses successfully; (7) the failure to fully realize benefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer to realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on the market price of American Water’s or Essential Utilities’ common stock; (9) the risk of litigation, legal proceedings or other challenges related to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders; (11) the diversion of each party’s management’s time and attention from ongoing business operations and opportunities of such party on merger-related matters; (12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility industries; (13) the ability of each party to manage its respective existing operations and financing arrangements on favorable terms or at all, including with respect to future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental laws and regulations regarding each party’s respective operations that may adversely impact such party’s businesses or increase the cost of operations; (15) changes in each party’s key management and personnel; (16) changes in tax laws that could adversely affect beneficial tax treatment of the proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the parties’ respective utility subsidiaries; and (18) other economic, business and other factors, including inflation, interest rate fluctuations or tariffs. The foregoing factors should not be construed as exhaustive.

These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American Water’s and Essential Utilities’ respective annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus, as filed with the SEC on December 31, 2025 (available at: https://www.sec.gov/Archives/edgar/data/1410636/000119312525337598/d15683d424b3.htm), and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise

required by the federal securities laws. New factors emerge from time to time, and it is not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on American Water’s or Essential Utilities’ businesses, viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Proposed Merger

For additional information regarding the proposed merger, please see American Water’s registration statement on Form S-4 (Registration No. 333-292182), which was declared effective by the SEC on December 30, 2025, and the other documents that American Water or Essential Utilities has filed or may file with the SEC.

No Offer or Solicitation

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.