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: March 27, 2026
TO: All Essential Employees
FROM: Chris Franklin
SUBJECT: Integration Planning Update – Public Input Hearings & OHI Survey Reminder
Colleagues,
As integration planning efforts continue, I wanted to share an important
reminder about the Organizational Health Index (OHI) survey, updates regarding our PA Public Input Hearings, and a small change in American
Water’s IMO leadership.
OHI Survey
Today is the last day to complete the Organizational Health Index (OHI)
survey. If you haven’t done so already, please take the time to participate. Your candid feedback matters, and it will directly
inform how we shape the combined organization to continue serving customers safely and reliably while building a high-performing company
for the future.
Public Input Hearings Scheduled
The Pennsylvania Public Utility Commission (PUC) has scheduled hearings
to gather public input on our proposed merger with American Water. These in-person hearings will be held at the following locations and
times:
| · | Tuesday, April 12, 2026 – Dauphin County |
| · | Wednesday, April 22, 2026 – Chester County |
| · | Wednesday, April 29, 2026 – Washington County |
| · | Thursday, April 30, 2026 – Lackawanna County |
| · | Tuesday, May 5, 2026 – Montgomery County |
| · | Thursday, May 7, 2026 – Clarion County |
Telephonic Public Input Hearings will take place on Tuesday, April 28, 2026.
Please see the PUC’s press release for additional information.
North Carolina Public Input Hearings are scheduled for May 4 and 5. Additional
public input hearing schedules remain pending in several states. We will share additional updates as they are scheduled.
IMO Organizational Update
Late last week Jimmy Sheridan, American Water’s Integration Management
Office Leader, shared his plans to return to retirement. Marty Falkenberg, Senior Vice President of HR Operations, has stepped into the
role as American’s new IMO leader.
We’re making a lot of forward progress in our integration planning
efforts. Thank you for your continued collaboration, care, dedication, and commitment to our organization, our
customers, and each other.
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.
