Essential details new milestones for American Water merger

Essential Utilities details multiple state approvals and HSR clearance as it advances regulatory conditions for its proposed merger with American Water.

Rhea-AI Filing Summary

Essential Utilities, Inc. (WTRG) reports further progress on regulatory milestones for its proposed merger with American Water Works Company, Inc. Essential states that Pennsylvania reached a non-unanimous settlement in the merger proceeding on August 28, 2026, subject to approval by the Pennsylvania Public Utility Commission. Settlement agreements have also been filed in Texas and North Carolina, which likewise require regulatory approval. Essential previously received merger approvals from commissions in Kentucky, Ohio, and Virginia, and shareholders of both companies approved transaction-related proposals earlier in 2026. The company also notes that the Hart-Scott-Rodino Act waiting period for the merger expired on August 14, 2026, satisfying one condition to closing.

Key Figures

Pennsylvania non-unanimous settlement date: August 28, 2026 Kentucky merger approval date: April 21, 2026 Ohio merger approval date: May 13, 2026 +2 more

5 metrics

Pennsylvania non-unanimous settlement date August 28, 2026 Date Pennsylvania reached a non-unanimous settlement in the merger proceeding, subject to PaPUC approval

Kentucky merger approval date April 21, 2026 Approval from the Kentucky Public Service Commission for the merger

Ohio merger approval date May 13, 2026 Approval from the Public Utilities Commission of Ohio for the merger

Virginia merger approval date June 22, 2026 Approval from the Virginia State Corporation Commission for the merger

HSR waiting period expiration August 14, 2026 Expiration of the Hart-Scott-Rodino Act waiting period, satisfying one condition to close

Key Terms

non-unanimous settlement, Hart-Scott-Rodino Antitrust Improvements Act of 1976, forward-looking statements, registration statement on Form S-4, +1 more

5 terms

non-unanimous settlement regulatory

"Pennsylvania reached a non-unanimous settlement in our merger with American Water"

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976"

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

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

FAQ

What new regulatory milestones did Essential Utilities (WTRG) announce for the American Water merger?

Essential Utilities reported a non-unanimous settlement in Pennsylvania on August 28, 2026, subject to Pennsylvania Public Utility Commission approval, and stated that it has filed settlement agreements in Texas and North Carolina, which also remain subject to regulatory approval.

Which state regulators have already approved the Essential Utilities (WTRG) and American Water merger?

Essential states that the merger received approvals from the Kentucky Public Service Commission on April 21, 2026, the Public Utilities Commission of Ohio on May 13, 2026, and the Virginia State Corporation Commission on June 22, 2026.

Have shareholders approved the Essential Utilities (WTRG) and American Water merger proposals?

Yes. Essential notes that shareholders of both Essential and American Water overwhelmingly approved the transaction-related proposals earlier in 2026, providing stockholder authorization for the merger to proceed subject to remaining conditions.

What is the status of U.S. antitrust review for the Essential Utilities (WTRG) merger?

Essential reports that the Hart-Scott-Rodino Act waiting period expired on August 14, 2026. The expiration of this waiting period satisfies one of the conditions to close the proposed merger with American Water.

Is the Essential Utilities (WTRG) and American Water merger already completed?

No. Essential explains that several regulatory approvals and conditions remain, including approval of the Pennsylvania non-unanimous settlement and settlement agreements filed in Texas and North Carolina, before the transaction can close.

Where can investors find more information about the Essential Utilities (WTRG) merger?

Essential refers investors to American Water’s registration statement on Form S-4 (No. 333-292182), declared effective on December 30, 2025, and to other documents that American Water or Essential Utilities has filed or may file with the SEC.

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Available on EDGAR 09/09/2026 - 04:56 PM Accepted by SEC EDGAR 09/09/2026 - 04:54 PM Learn about SEC filing dates

Filed by Essential Utilities, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6(b)

under the Securities Exchange Act of 1934

Subject Company: Essential Utilities, Inc.

Commission File No.: 001-06659

Date: September 9, 2026

TO: All Essential Employees

FROM: Chris Franklin

SUBJECT: Integration Planning Update: Regulatory Updates

Dear Colleagues,

As integration planning efforts continue, I wanted to share some important regulatory updates with all of you.

First, I’m pleased to share that on August 28, 2026, Pennsylvania reached a non-unanimous settlement in our merger with American Water. The non-unanimous settlement is subject to the approval of the PaPUC which is still pending.  Additionally, we have filed settlement agreements in Texas and North Carolina. While these settlements need to be approved, all three are positive steps forward in our proposed merger with American Water.

As a reminder, we received approval of the merger from the Kentucky Public Service Commission on April 21, 2026, from the Public Utilities Commission of Ohio on May 13, 2026, and from the Virginia State Corporation Commission on June 22, 2026. Earlier in the year, shareholders of both Essential and American Water overwhelmingly approved the transaction–related proposals.

I’m also pleased to share the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), for the merger expired on August 14, 2026.  The expiration of the HSR Act waiting period satisfies one of the conditions to close the transaction. 

We are continuing to progress with our regulatory milestones and requirements. Thank you to everyone for your continued engagement and focus as our merger and integration planning efforts continue. 

Best, 

Chris  

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.