Essential Utilities, American Water Ohio merger OK

Essential Utilities, Inc. and American Water Works Company, Inc. disclosed that the Public Utilities Commission of Ohio issued an order approving their merger on May 14, 2026.

Rhea-AI Filing Summary

Essential Utilities, Inc. and American Water Works Company, Inc. disclosed that the Public Utilities Commission of Ohio issued an order approving their merger on May 14, 2026. The companies furnished a joint press release dated May 14, 2026 as Exhibit 99.1 to this Current Report on Form 8-K.

The filing notes the press release is furnished (not "filed") and that links in the release are not incorporated into the report. The Current Report was signed on May 15, 2026 by the company’s Executive Vice President and General Counsel.

Insights

Regulatory Affairs Analyst

Ohio regulator approved the merger via an order dated May 14, 2026.

The Public Utilities Commission of Ohio issued an order approving the merger between Essential Utilities and American Water, as stated in the furnished joint press release dated May 14, 2026. This approval is a jurisdictional regulatory milestone referenced directly in the filing.

Future procedural steps and any remaining regulatory conditions are not detailed in the excerpt; subsequent filings or the full press release may disclose closing conditions and effective dates.

Corporate Communications Advisor

The companies furnished a joint press release and emphasized the release is furnished, not filed.

The 8-K highlights that Exhibit 99.1 is a joint press release and explicitly states it is furnished for disclosure purposes rather than "filed" under the Exchange Act. This is a common disclosure approach to share communications while limiting incorporation risk.

Investors should review the press release text (Exhibit 99.1) in subsequent filings or on company websites for full transaction terms, timing, and any quoted statements.

Key Figures

Regulatory order date: May 14, 2026 Press release (Exhibit): Exhibit 99.1 dated May 14, 2026 Form type: Form 8-K (Current Report), 425 context +2 more

5 metrics

Regulatory order date May 14, 2026 Public Utilities Commission of Ohio issued approval

Press release (Exhibit) Exhibit 99.1 dated May 14, 2026 Joint press release furnished by Essential Utilities and American Water

Form type Form 8-K (Current Report), 425 context Current Report under Section 13 or 15(d) of the Exchange Act

Signature date May 15, 2026 Signed by Christopher P. Luning, Executive VP, General Counsel

Commission File Number 001-06659 Registrant’s Commission File Number shown on the cover page

Key Terms

Public Utilities Commission of Ohio, joint press release, furnished, not filed, Form 8-K

4 terms

Public Utilities Commission of Ohio regulatory

"the Public Utilities Commission of Ohio issued an order approving the merger"

The Public Utilities Commission of Ohio (PUCO) is the state agency that oversees and regulates utilities such as electricity, natural gas, water, and telecommunications in Ohio. It sets rates, approves service rules and infrastructure projects, and enforces safety and reliability standards; think of it as a referee who approves how much customers pay and how utilities operate. Investors care because PUCO decisions can change a utility’s revenue, profit outlook, and the timeline or cost of major projects.

joint press release corporate

"A copy of this joint press release has been furnished as Exhibit 99.1 hereto"

furnished, not filed regulatory

"The information furnished in Item 7.01 ... shall not be deemed to be "filed""

Form 8-K regulatory

"FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

FAQ

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

What did Essential Utilities (WTRG) disclose about the merger approval?

The company disclosed that the Public Utilities Commission of Ohio issued an order approving the merger on May 14, 2026. The disclosure was made via a furnished joint press release filed as Exhibit 99.1 to the Form 8-K.

Does the Form 8-K contain the full press release text for WTRG?

The Form 8-K states a joint press release dated May 14, 2026 was furnished as Exhibit 99.1. The filing identifies the press release but does not reproduce full website hyperlinks or incorporate external links by reference.

Did Essential Utilities state whether the press release is "filed" or "furnished"?

Yes. The filing explicitly states Exhibit 99.1 is furnished and not deemed to be "filed" for purposes of Section 18 of the Exchange Act, limiting incorporation by reference in other filings.

Who signed the Form 8-K for Essential Utilities and when?

The report was signed by Christopher P. Luning, Executive Vice President, General Counsel, on May 15, 2026, as shown in the signature block of the Current Report on Form 8-K.

Where can investors find the detailed terms and next steps for the merger?

The Form 8-K furnishes a joint press release as Exhibit 99.1 dated May 14, 2026; that press release and subsequent SEC filings will contain detailed terms, closing conditions, and timing information.

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

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Accepted by SEC EDGAR 05/15/2026 - 09:00 AM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 14, 2026

Essential Utilities, Inc.
(Exact Name of Registrant Specified in Charter)

Pennsylvania	001-06659	23-1702594
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

762 West Lancaster Avenue
Bryn Mawr, Pennsylvania		19010-3489
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 527-8000

_______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.50 par value		WTRG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

A joint press release of Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities” or the “Company”), and American Water Works Company, Inc., a Delaware corporation (“American Water”), was issued on May 14, 2026 announcing that the Public Utilities Commission of Ohio issued an order approving the merger of the Company and American Water.

A copy of this joint press release has been furnished as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits to this Current Report have been provided herewith as noted below:

Exhibit No.		Description
99.1*		Joint Press Release, dated May 14, 2026, issued by Essential Utilities, Inc. and American Water Works Company, Inc.
104		Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).

  * Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ESSENTIAL UTILITIES, INC.
Date: May 15, 2026	By:	/s/ Christopher P. Luning
		Christopher P. Luning
		Executive Vice President, General Counsel