Essential, American Water target Q1 2027 merger close

Essential Utilities and American Water highlight regulatory progress and integration planning, and currently expect their merger to close by the end of the first quarter of 2027.

Available on EDGAR 09/18/2026 - 04:22 PM EDT Accepted by SEC EDGAR 09/18/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Essential Utilities, Inc. (WTRG), together with American Water Works Company, Inc., reports continued progress toward their proposed merger, noting state approvals in Kentucky, Ohio and Virginia and expiration of the federal Hart-Scott-Rodino Act waiting period. Leadership reiterates that integration planning is underway across both organizations.

The companies currently expect to close the merger by the end of the first quarter of 2027, with ongoing work to define organizational roles, align processes and systems, and prepare employee resources for Day 1 and beyond. The communication also includes extensive cautionary language about forward‑looking statements and directs investors to the Form S-4 and joint proxy statement/prospectus for additional information.

Key Figures

Expected merger closing timing: End of the first quarter of 2027 American Water Form 10-K period end: December 31, 2025 Essential Utilities Form 10-K period end: December 31, 2025 +4 more

7 metrics

Expected merger closing timing End of the first quarter of 2027 Current expectation for closing of the merger between Essential Utilities and American Water

American Water Form 10-K period end December 31, 2025 Year-end for American Water’s Annual Report on Form 10-K referenced for risk factors

Essential Utilities Form 10-K period end December 31, 2025 Year-end for Essential Utilities’ Annual Report on Form 10-K referenced for risk factors

American Water Form 10-K filing date February 18, 2026 Filing date of American Water’s Form 10-K cited in the risk discussion

Essential Utilities Form 10-K filing date February 26, 2026 Filing date of Essential Utilities’ Form 10-K cited in the risk discussion

Form S-4 effectiveness date December 30, 2025 Date the registration statement on Form S-4 (No. 333-292182) was declared effective

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

Key Terms

Hart-Scott-Rodino Act, forward-looking statements, registration statement on Form S-4, definitive joint proxy statement/prospectus, +1 more

5 terms

Hart-Scott-Rodino Act regulatory

"expiration of the waiting period under the federal Hart-Scott-Rodino Act"

A U.S. antitrust law that requires parties to large mergers and acquisitions to notify federal regulators and wait a set period before closing the deal, so authorities can check whether the transaction would unfairly reduce competition. For investors, the process is like notifying a referee before a major team trade: it can reveal objections, trigger investigations, delay or block a deal, and therefore affect transaction timing, value and deal risk.

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.

registration statement on Form S-4 regulatory

"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.

definitive joint proxy statement/prospectus regulatory

"in the definitive joint proxy statement/prospectus, as filed with the SEC"

infrastructure surcharges financial

"filings for infrastructure surcharges and other governmental agency authorizations"

Infrastructure surcharges are extra fees added to customer bills to recover the cost of building, maintaining or upgrading physical networks and facilities—think of an added line on a utility or shipping bill intended to pay for roads, pipes, power lines or data networks. For investors they matter because these charges can boost short-term revenue and margins but also signal cost pressures, customer resistance or regulatory risk that can affect long-term growth and pricing power.

FAQ

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

What merger progress does Essential Utilities (WTRG) report in this communication?

The companies report regulatory approvals in Kentucky, Ohio and Virginia and the expiration of the federal Hart-Scott-Rodino Act waiting period, describing these as meaningful milestones in the merger approval process between Essential Utilities and American Water.

When do Essential Utilities (WTRG) and American Water expect to close their merger?

They currently expect to close the merger by the end of the first quarter of 2027, while emphasizing there is still important work to do and that this expectation is subject to risks and uncertainties outlined in their SEC filings.

What integration planning is described for the Essential Utilities (WTRG) and American Water merger?

Teams across both organizations are planning to operate as a combined company, including aligning processes and systems, defining organizational roles, and developing resources to help employees understand what to expect on Day 1 and beyond after closing.

How does Essential Utilities (WTRG) characterize the importance of Day 1 in the merger?

Day 1 is called an important milestone, but the companies state that integration efforts will continue well beyond closing as they bring together their organizations, align systems, and build a stronger combined company for customers and employees.

What forward-looking statement cautions are included by Essential Utilities (WTRG)?

The communication labels many statements as forward-looking, lists numerous risks and uncertainties that could cause actual results to differ materially, and notes neither company undertakes to update these statements except as required by federal securities laws.

Where can investors find more detailed information on the 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 party’s annual and quarterly reports filed with the SEC.

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

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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: September 18, 2026

The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential”) was sent by John Griffith, President and Chief Executive Officer of American Water, to employees of American Water via e-mail on September 18, 2026.

Building momentum through integration planning

From: John Griffith, President and CEO

As integration planning efforts continue between American Water and Essential, I wanted to share an update on our progress and what it means for our employees.   We continue to make positive progress toward completing the proposed merger and remain encouraged by the momentum we are seeing across the regulatory approval landscape. Most recently, we’re pleased to have entered into a non-unanimous settlement agreement in the merger approval proceeding in Pennsylvania. The settlement is subject to review and approval by the Pennsylvania Public Utility Commission (PUC).

Along with approvals already received in Kentucky, Ohio and Virginia and the expiration of the waiting period under the federal Hart-Scott-Rodino Act, these milestones represent meaningful and timely progress in the merger approval process.

At the same time, teams across both organizations continue planning to operate as a combined company. While Day 1 is an important milestone, integration efforts will continue well beyond closing as we bring together our organizations, align processes and systems, and build our future as a stronger combined company for the benefit of our customers and employees.

As more decisions are finalized, we plan to share answers to many employee questions and update our FAQs to reflect new or updated information. You can expect to hear more about additional confirmed organizational roles for the combined company later this fall.

Our teams are also developing resources designed to help employees understand what to expect, and where to find support, on Day 1 and beyond. While there is still a lot of important work to do, we currently expect to close the merger with Essential by the end of the first quarter of 2027, and I am encouraged by the collaboration, professionalism and commitment reflected in our planning efforts.

Thank you for your continued engagement and focus as we continue to plan for a seamless merger and integration.

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.