American Water details merger integration plans

American Water Works Company, Inc. provided an integration update related to its pending merger with Essential Utilities, Inc..

Rhea-AI Filing Summary

American Water Works Company, Inc. provided an integration update related to its pending merger with Essential Utilities, Inc.. The CEO informed employees that some future-state roles in the combined organization have been identified and are being communicated in advance to support integration planning. These role changes will not become effective until the merger closes, which is still expected by the end of the first quarter of 2027. The communication also includes an extensive cautionary discussion of forward-looking statements, outlining potential benefits of the merger, anticipated synergies, required regulatory approvals, integration risks, litigation risk, macroeconomic and regulatory uncertainties, and references to the companies’ Form 10-K filings, a joint proxy statement/prospectus, and American Water’s effective Form S-4 registration statement for further details.

Key Figures

Expected merger closing: End of first quarter of 2027 Form S-4 Registration No.: 333-292182 Form 10-K year-end: December 31, 2025 +2 more

5 metrics

Expected merger closing End of first quarter of 2027 Timing when the merger is still expected to close and when role changes become effective

Form S-4 Registration No. 333-292182 Registration number of American Water’s Form S-4 declared effective on December 30, 2025

Form 10-K year-end December 31, 2025 Year-end for American Water’s and Essential Utilities’ Form 10-Ks referenced for risk factors

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

Employee email date August 14, 2026 Date the integration update email from the CEO was sent to American Water employees

Key Terms

forward-looking statements, definitive merger agreement, registration statement on Form S-4, joint proxy statement/prospectus, +2 more

6 terms

forward-looking statements regulatory

"Certain statements included in this communication are forward-looking statements within the meaning"

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.

definitive merger agreement regulatory

"the parties’ ability to consummate the proposed merger pursuant to the terms of the definitive merger agreement"

A definitive merger agreement is the final, signed contract that sets the exact terms for two companies to combine, including the price, payment method, conditions to closing, and what happens if the deal falls apart. For investors it matters because it turns a tentative plan into a legally binding arrangement—like signing a mortgage rather than agreeing to look at a house—so it often has an immediate effect on share prices and clarifies the risks from regulatory approval, financing or breakup fees.

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.

joint proxy statement/prospectus regulatory

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

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

infrastructure surcharges financial

"filings for infrastructure surcharges and other governmental agency authorizations and proceedings"

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.

regulatory lag regulatory

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

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.

FAQ

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

What does the American Water–Essential Utilities (WTRG) integration update say about organizational roles?

The update explains that some employees’ future-state roles in the combined company have been identified and are being communicated now by managers, but these role changes will only become effective if and when the merger closes.

When is the American Water and Essential Utilities (WTRG) merger expected to close?

The companies still expect the merger to close by the end of the first quarter of 2027. Until closing, organizational changes described in the communication are not effective and both companies continue operating separately.

What is the main purpose of this American Water–Essential Utilities (WTRG) communication?

The message provides an integration progress update to American Water employees, noting confirmation of certain future organizational roles, and includes detailed forward-looking statements disclosures and risk factors related to the proposed merger.

What risks and uncertainties around the American Water–Essential Utilities (WTRG) merger are highlighted?

The communication lists many risks, including regulatory approvals, possible termination of the merger agreement, integration challenges, failure to realize expected synergies, potential litigation, and broader macroeconomic, environmental, tax, and industry-related uncertainties.

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

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

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

No. It states explicitly that it is not an offer or solicitation to sell or buy securities. Any securities offering would only be made through a prospectus that meets Section 10 of the Securities Act of 1933.

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

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Accepted by SEC EDGAR 08/14/2026 - 04:02 PM EDT Learn about SEC filing dates

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 14, 2026

The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential Utilities”) was sent by John Griffith, President and Chief Executive Officer of American Water, to employees of American Water via e-mail on August 14, 2026.

Integration update: Progress made on future organizational structure

From: John Griffith, President and CEO

As part of our integration planning efforts with Essential Utilities, we have reached another important milestone in shaping the organizational design for the future combined company.   Following the completion of work on our Executive Leadership Team and their direct reports, we have now addressed role selections for the next level of employees and related organizational design decisions, continuing our careful and intentional approach. For certain functions, such as Legal and Communications & External Affairs, role selection for the full group has been completed and is being communicated. For all remaining functions, we expect to finalize organizational design and role selections in the fall. As previously communicated, all union contracts are being honored.

Individuals whose future-state roles have been confirmed at this stage of the organizational design process are being notified directly by their managers. These conversations are taking place now, well in advance of our planned closing, to provide timely clarity and support in planning for a successful integration. However, these changes are not effective until the merger closes, which is still expected to be by the end of the first quarter of 2027.

For those who have been involved in our integration planning, thank you for your contributions to this important work alongside your day-to-day responsibilities. We have made great progress. As always, 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.