Essential Utilities (NYSE: WTRG) outlines merger branding and leadership steps

Rhea-AI Filing Summary

Essential Utilities, Inc. outlines next steps in planning for its proposed merger with American Water, focusing on leadership structure, branding, and employee communication. Senior leaders are expected to begin informing employees three levels below the CEO of their roles in the future combined organization within weeks, with work on the next level to continue through the summer.

The combined company is expected to use the American Water brand, while Peoples will retain its name without the “An Essential Utility Company” endorsement, and Aqua states are expected to transition to the American Water brand through an expedited, phased approach. A regularly scheduled quarterly town hall on August 5 will align with the Q2 earnings release and include a financial update and a merger update. Extensive forward-looking statement language highlights risks and uncertainties related to completing and integrating the merger and obtaining required approvals.

Key Terms

forward-looking statements, definitive merger agreement, registration statement on Form S-4, joint proxy statement/prospectus, +1 more

5 terms

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.

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

"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

"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"

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.

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

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Available on EDGAR 07/31/2026 - 06:01 PM Accepted by SEC EDGAR 07/31/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What organizational updates did Essential Utilities (WTRG) outline in this merger communication?

Essential Utilities described plans to inform employees three levels below the CEO of roles in the future combined organization within weeks, then identify the next level through the summer as integration planning continues.

How will branding change for Essential Utilities (WTRG) after the American Water merger?

The combined company is expected to use the American Water brand. Peoples will keep its name without the “An Essential Utility Company” endorsement, and Aqua states are expected to transition to the American Water brand via a phased approach.

What is the purpose of the August 5 town hall mentioned by Essential Utilities (WTRG)?

The August 5 town hall is the regular quarterly meeting aligned with the Q2 earnings release. Management plans to provide a financial update and discuss ongoing merger activities with American Water employees.

What forward-looking risks related to the merger does Essential Utilities (WTRG) highlight?

The communication cites risks around completing the merger, obtaining regulatory approvals, timing delays, integration challenges, realizing synergies, potential litigation, market reactions, macroeconomic conditions, and regulatory and tax changes affecting the combined business.

Where can investors find more SEC information on the Essential Utilities (WTRG) and American Water merger?

Investors are directed to American Water’s registration statement on Form S-4 (Registration No. 333-292182), the definitive joint proxy statement/prospectus filed December 31, 2025, and each company’s annual and quarterly reports filed with the SEC.

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

No. The message states it is for informational purposes only and is not an offer to sell or a solicitation to buy securities; any offering would occur only via a prospectus meeting Securities Act requirements.

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: July 31, 2026

TO: All Essential Employees

FROM: Chris Franklin

SUBJECT: Integration Planning Update – Organizational Update, Branding, & Town Hall

Colleagues,

As integration planning efforts continue, I wanted to share three important updates with all of you related to the next level of combined company leadership, branding, and next week’s town hall.

Organizational Update

We are very close to communicating the next level (three levels down from the CEO) of employees within the future combined organization.  Senior leaders will be reaching out to individuals within a few weeks. Once these conversations are complete, we will start the process of identifying the following level (four levels down from the CEO) – which we will work on through the summer. I am confident that our internal teams and our consultants are thoughtfully working to make decisions and communicate as quickly as possible.

Branding

Earlier this week, American Water shared with employees the progress they are making in planning for the combined company and using the American Water brand. As we bring together employees, customers and communities post-closing, we will want this brand to reflect a one-team culture, clearly explain the benefits of the combined company’s large scale and expertise, honor its local presence and help employees see how they can grow and contribute within the combined organization.

For Essential Utilities’ brands specifically, Peoples will continue to move forward under its existing brand, with the “An Essential Utility Company” endorsement removed following the merger. Aqua states are expected to transition to the American Water brand through an expedited, phased approach, helping create a clearer and more consistent experience for employees, customers, and stakeholders.

The Branding Core Integration Team continues to take a thoughtful and strategic approach to this work, and we will share more details as plans are finalized.

Town Hall Update

Additionally, I want to remind you that our town hall that’s scheduled for next week on August 5 is our regularly scheduled quarterly town hall to align with our Q2 earnings release. In addition to the financial update, we’ll provide an update on our merger activities as well.  If you have any business/earnings related questions you’d like to submit, please email […]. 

Thank you for your continued work and dedication to help us safely and reliably deliver Earth’s most essential resources to our customers and communities. 

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.