American Water (WTRG partner) outlines extensive risks and uncertainties in proposed Essential Utilities merger

Rhea-AI Filing Summary

American Water Works Company outlines cautionary information related to its proposed merger with Essential Utilities. The communication emphasizes that many statements about the merger’s expected benefits, timing, synergies, financing, regulatory outcomes, capital spending and strategic initiatives are forward-looking statements based on current assumptions and subject to significant risks and uncertainties.

The risks highlighted include the ability to close the merger under the definitive agreement, obtain required regulatory approvals without burdensome conditions, integrate operations effectively, realize anticipated cost savings, manage litigation and regulatory proceedings, and navigate macroeconomic, environmental, regulatory and tax changes. Investors are directed to each company’s Form 10‑K, other SEC filings and the definitive joint proxy statement/prospectus for detailed risk factors.

Key Terms

forward-looking statements, Private Securities Litigation Reform Act of 1995, definitive joint proxy statement/prospectus, registration statement on Form S-4, +1 more

5 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.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of Section 27A ... and the Private Securities Litigation Reform Act of 1995"

definitive joint proxy statement/prospectus regulatory

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

registration statement on Form S-4 regulatory

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

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

regulatory lag financial

"filings to address regulatory lag; the combined company’s ability to execute"

Regulatory lag is the delay between when government or oversight bodies create, change, or enforce rules and when those rules actually take effect or when firms receive required approvals. For investors it matters because those delays can postpone revenue, increase costs, or extend uncertainty around a project or business plan — like sitting at a traffic light that won’t change, you can’t move forward or adjust your timing until the signal does.

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

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Available on EDGAR 08/13/2026 - 06:10 AM Accepted by SEC EDGAR 08/13/2026 - 06:02 AM Learn about SEC filing dates

FAQ

What is the main purpose of American Water’s Form 425 communication about the Essential Utilities (WTRG) merger?

The communication provides a detailed cautionary statement about forward-looking information related to the proposed merger. It explains that expectations on timing, synergies, regulatory approvals and financial impacts are uncertain and subject to numerous risks described in both companies’ SEC filings and joint proxy statement/prospectus.

What types of risks does American Water highlight for the proposed merger with Essential Utilities (WTRG)?

American Water cites risks around the ability to consummate the merger, obtaining regulatory approvals, potential termination events, integration challenges, unrealized cost savings, litigation, stakeholder disruptions, macroeconomic conditions, environmental regulation changes and tax law developments, all of which could materially affect future results and merger benefits.

How does American Water describe the forward-looking statements about the Essential Utilities (WTRG) merger?

The company states that forward-looking statements about merger benefits, timing and synergies are based on current expectations and assumptions, not guarantees. Actual results may differ materially due to known and unknown risks outlined in each party’s Form 10‑K, other SEC reports and the definitive joint proxy statement/prospectus.

Where can investors find more detailed information on the American Water and Essential Utilities (WTRG) merger?

Investors are directed to American Water’s registration statement on Form S‑4 (No. 333‑292182), the definitive joint proxy statement/prospectus filed December 31, 2025, and each company’s Form 10‑K and other SEC filings, which provide comprehensive merger details and risk factors.

Does this American Water communication constitute an offer to buy or sell Essential Utilities (WTRG) securities?

No. The communication explicitly states it is not an offer or solicitation to buy or sell securities. Any securities offering related to the merger would occur only through a prospectus meeting Section 10 requirements of the Securities Act and compliant jurisdictional registration or qualification.

How long do American Water and Essential Utilities (WTRG) intend to update their forward-looking merger statements?

They state that forward-looking statements speak only as of the date first used and that they have no obligation or intention to update or revise them, except as required by federal securities laws, even if new factors or events later affect actual results.

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: August 13, 2026

The following communications regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. were published by American Water through various social media channels beginning on August 12, 2026.

Social Media Post from American Water

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.