American Water wins Kentucky PSC approval for merger
American Water Works Company, Inc. reports that the Kentucky Public Service Commission has approved its proposed merger with Essential Utilities, marking the first regulatory approval obtained on the path toward completing the combination.
Rhea-AI Filing Summary
American Water Works Company, Inc. reports that the Kentucky Public Service Commission has approved its proposed merger with Essential Utilities, marking the first regulatory approval obtained on the path toward completing the combination.
The company says integration planning and cultural analysis are underway and references its Form S-4 (declared effective December 30, 2025) and the joint proxy/prospectus filed December 31, 2025.
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Insights
Kentucky PSC approval is an initial regulatory milestone, not a completion.
The approval by the Kentucky Public Service Commission is the first disclosed regulatory consent mentioned in the communication and is a necessary procedural step toward closing. It confirms one jurisdiction has cleared the combination under its local process.
Remaining approvals from other state regulators and any federal conditions are still required; timing and additional conditions are not disclosed in the excerpt, so the ultimate path to closing remains contingent on further regulatory outcomes.
Integration planning and culture work are active and being socialized internally.
The communication indicates active integration planning, including analysis of an "OHI survey" to compare company cultures and upcoming details from culture and change-management leads. This signals early-stage change-management governance.
Execution risk depends on implementation quality and regulatory timing; subsequent internal updates and disclosed integration milestones will clarify scope and staffing impacts.
Key Figures
Key Terms
Form 425 regulatory
Form S-4 regulatory
forward-looking statements financial
joint proxy/prospectus regulatory
FAQ
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What did the Kentucky PSC approve for American Water (WTRG)?
Has the merger between American Water and Essential Utilities closed?
Where can I find more SEC disclosures about the merger (WTRG)?
What integration activities did American Water describe in the employee message?
Does the communication include forward-looking statements?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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: April 27, 2026
The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. was sent by John Griffith, President and Chief Executive Officer of American Water, to employees of American Water via e-mail on April 27, 2026.
An update on integration planning and regulatory approvals
From John Griffith, President and CEO
|
As we continue to move forward with integration planning, I want to share a brief update on our progress.
Earlier last month, leaders from across American Water and Essential Utilities came together for a planning workshop that served as an important milestone in aligning on what success looks like for the future of our combined organization, and how we get there. The discussion was constructive and energizing, and it will directly inform the next phase of detailed integration planning now underway. |
We are also beginning to analyze specific themes and findings of the OHI survey that you recently completed, giving us a better understanding of our respective company cultures. The culture and change management integration leads are looking forward to sharing more details within the next few weeks.
Lastly, I am pleased to announce that the Kentucky Public Service Commission (PSC) has approved our proposed merger, marking the first regulatory approval obtained in the path toward completing the combination of our two companies.
From the employees who are tapped to support integration planning work directly, to those who provide feedback along the way – our planning efforts will be shaped by your expertise and engagement. You all play a role in supporting the shared values and aspirations of our future combined company.
Thank you for your continued focus, engagement, and collaboration as we move ahead, together.
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.