American Water reports state regulatory progress on merger
American Water Works sent employees an update on integration planning for its proposed merger with Essential Utilities.
Rhea-AI Filing Summary
American Water Works sent employees an update on integration planning for its proposed merger with Essential Utilities. The note says regulatory review is progressing: regulatory approval in Kentucky has been received, all 14 Pennsylvania Public Utility Commission hearings have concluded, North Carolina hearings were held on May 4 and May 5, and the Public Utilities Commission of Ohio review is complete. Management says integration planning will accelerate and more employees may be asked to support the effort.
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Insights
Merger regulatory process is advancing across multiple states.
The communication confirms discrete regulatory milestones: approval in Kentucky, conclusion of 14 Pennsylvania hearings, North Carolina hearings on May 4–May 5, and a completed Ohio review. These items are procedural steps toward closing under the definitive merger agreement.
Execution risks remain tied to final approvals and integration planning; the company notes that integration work is accelerating and that employee participation will increase as planning proceeds.
Regulatory record shows multi‑jurisdictional progress but not completion of all approvals.
The update lists state‑level actions and a completed review in Ohio, which reduce discrete regulatory uncertainty in those jurisdictions. It does not, however, state that all required approvals nationwide are obtained.
Future disclosures and required filings referenced include the effective Form S-4 and the joint proxy/prospectus; timing and any remaining conditions are not restated in the excerpt.
Key Figures
Key Terms
Form S-4 regulatory
forward-looking statements financial
definitive joint proxy/prospectus regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Has the American Water (WTRG) merger received any state approvals?
What recent North Carolina activity was disclosed about the WTRG–Essential merger?
Is the merger with Essential Utilities (WTRG) declared effective by the SEC?
Will American Water employees be involved in integration planning?
Does the communication include forward-looking disclaimers for the merger?
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: May 14, 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 May 14, 2026.
Employee insights, progress, and next steps on integration planning
From John Griffith, President and CEO
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The past few weeks have been filled with strong momentum in our integration planning efforts with Essential Utilities, and I wanted to share an update about our recent milestones and what comes next.
The Organizational Health Index (OHI) survey that you completed earlier this year gave us valuable data points about our strengths and opportunities.
A few early takeaways: |
• We’re seeing clear strengths in our leadership across the organization and engagement. Employees view our leaders, which includes local superintendents and supervisors, as well as managers and above, as decisive, empowering, and supportive. Many of you reported that you feel a strong connection to the purpose of your work, along with safety and belonging.
• At the same time, we have opportunities to improve role clarity, increase transparency around employee performance, and make sure our employees are equipped to provide excellent customer experiences. |
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We are continuing to analyze the results, including bringing together insights across both American Water and Essential Utilities. This will help us define a shared view of what we do well today, and how to best shape the culture of our combined company.
On the regulatory front, we’re also making good progress. In addition to the regulatory approval in Kentucky, all 14 Pennsylvania Public Utility Commission hearings have now concluded, the North Carolina Utilities Commission public input hearings on the merger were held May 4 and 5, and we heard this week that the review of the merger by the Public Utilities Commission of Ohio is complete. These are important steps as we continue working through the regulatory approval process.
All of this means that more of you may be asked to contribute to the broader integration planning effort, either directly or in a supporting role, and we will continue to keep all employees informed as the pace of our planning picks up. Thank you for your ongoing engagement and commitment to our customers, and please stay safe.
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.