Virginia Approval Advances American Water–Essential Utilities Merger (NYSE: AWK/WTRG)

Rhea-AI Filing Summary

American Water Works Company, Inc. and Essential Utilities, Inc. announced that the Virginia State Corporation Commission approved their proposed merger, the third state regulatory approval following Kentucky and Ohio. The all-stock merger, announced October 27, 2025, would create a combined company serving more than 4.7 million water and wastewater customer connections and more than 740,000 gas customer connections. The combined company will operate under the American Water name and be headquartered in Camden, New Jersey. The merger is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including, among others, obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals.

Insights

M&A Counsel

Virginia approval clears a regulatory milestone; additional approvals remain.

The Virginia State Corporation Commission's order represents a state-level regulatory clearance for the merger, following approvals in Kentucky and Ohio. The communication reiterates that closing remains subject to customary closing conditions, including obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals.

Timing and outcome depend on remaining state public utility commissions and federal antitrust clearance; subsequent filings and orders will determine final conditions and any required divestitures or remedies.

Regulated Utilities Analyst

The transaction consolidates scale in regulated water, wastewater and gas services across multiple states.

The combined company would serve more than 4.7 million water/wastewater connections and more than 740,000 gas connections, operate under the American Water name, and be headquartered in Camden, New Jersey. The release notes prior shareholder approvals and three state regulator actions.

Operational and rate-related impacts will be governed by state regulators; realization of synergies and regulatory conditions are key items to watch in subsequent filings.

Key Figures

Water & wastewater connections: 4.7 million Gas customer connections: 740,000 Expected close: end of the first quarter of 2027 +2 more

5 metrics

Water & wastewater connections 4.7 million combined company customer connections

Gas customer connections 740,000 combined company gas connections

Expected close end of the first quarter of 2027 merger closing timing

Announcement date October 27, 2025 date merger was announced

Company age 140 years American Water celebrating 140 years in 2026

Key Terms

Hart-Scott-Rodino Act, all-stock merger, public utility commission

3 terms

Hart-Scott-Rodino Act regulatory

"obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals"

A U.S. antitrust law that requires parties to large mergers and acquisitions to notify federal regulators and wait a set period before closing the deal, so authorities can check whether the transaction would unfairly reduce competition. For investors, the process is like notifying a referee before a major team trade: it can reveal objections, trigger investigations, delay or block a deal, and therefore affect transaction timing, value and deal risk.

all-stock merger financial

"The all-stock merger, announced October 27, 2025, will create a combined company"

An all-stock merger is a deal in which one company combines with another by paying only with shares rather than cash, so owners of the target company receive new stock in the combined business. For investors this matters because it changes who owns what percentage of the merged company, can dilute existing shareholders, ties the value of the deal to future share performance, and signals that management prefers using equity over cash for the transaction—like paying with IOUs that depend on how well the new company does.

public utility commission regulatory

"approval from the remaining applicable public utility commissions"

A public utility commission is a government agency that regulates providers of essential services such as electricity, gas, water and telecommunications by approving rates, service standards and major investments. Think of it as a referee and budget overseer for utilities—its decisions determine how much customers pay and which projects companies can build, so rulings directly affect revenue, profits and investment risk for shareholders.

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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: June 22, 2026

The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential Utilities”) was issued as a joint press release by American Water and Essential Utilities on June 22, 2026.

American Water and Essential Utilities Proposed Merger Progresses with Approval from the Virginia State Corporation Commission

CAMDEN, N.J. and BRYN MAWR, Pa. – June 22, 2026 – American Water Works Company, Inc. (NYSE: AWK) (“American Water”) and Essential Utilities, Inc. (NYSE: WTRG) (“Essential Utilities”) today announced that the Virginia State Corporation Commission issued an order approving the companies’ proposed merger, marking the third favorable regulatory action toward completing the combination of the two companies and first regulatory approval in a state where both companies have regulated water and wastewater operations.

The companies received approval of the merger from the Kentucky Public Service Commission on April 21, 2026, and from the Public Utilities Commission of Ohio on May 13, 2026. Earlier in the year, shareholders of both companies overwhelmingly approved the transaction.

The all-stock merger, announced October 27, 2025, will create a combined company serving more than 4.7 million water and wastewater customer connections and more than 740,000 gas customer connections. The combined company will operate under the American Water name and be headquartered in Camden, New Jersey.

The merger is expected to close by the end of the first quarter of 2027, but remains subject to customary closing conditions, including, among others, obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals, including approval from the remaining applicable public utility commissions.

For additional details regarding the transaction, please visit americanwateressentialutilitiesmerger.com.

About American Water

American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886 and celebrating 140 years in 2026, We Keep Life Flowing^® by providing safe, clean, reliable and affordable drinking water and wastewater services to approximately 14 million people with regulated operations in 14 states

and on 18 military installations. American Water’s approximately 7,000 talented professionals leverage their significant expertise and the company’s national size and scale to achieve excellent outcomes for the benefit of customers, employees, investors and other stakeholders. For more information, visit amwater.com and join American Water on LinkedIn, Facebook, X and Instagram.

About Essential Utilities

Essential Utilities, Inc. (NYSE: WTRG) delivers safe, clean, reliable services that improve quality of life for individuals, families, and entire communities. With a focus on water, wastewater, and natural gas, Essential is committed to sustainable growth, operational excellence, a superior customer experience, and premier employer status. We are advocates for the communities we serve and are dedicated stewards of natural lands, protecting thousands of acres of forests and other habitats throughout our footprint. Operating as the Aqua and Peoples brands, Essential serves approximately 5.5 million people across nine states. Essential is one of the most significant publicly traded water, wastewater service and natural gas providers in the U.S. Learn more at www.essential.co.

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.

AWK-IR

American Water Investor Contact

Aaron Musgrave

Vice President, Investor Relations

(856) 955-4029

aaron.musgrave@amwater.com

American Water Media Contact

Maureen Duffy

Executive Vice President, Communications and External Affairs

(856) 955-4163

mediainquiries@amwater.com

WTRG-IR

Essential Investor Contact

Brian Dingerdissen

Vice President, Treasurer, FP&A and IR

(610) 645-1191

BJDingerdissen@Essential.co

Essential Media Contact

David Kralle

Vice President of Public Affairs

(877) 325-3477

DMKralle@essential.co

FAQ

What did the June 22, 2026 filing say about the American Water (WTRG) merger approval?

It reports Virginia's public utility regulator approved the merger, the third favorable state order. The release also notes prior approvals from Kentucky and Ohio and that shareholders of both companies previously approved the transaction.

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

The companies expect the merger to close by the end of the first quarter of 2027. Closing remains subject to customary closing conditions, including HSR clearance and other regulatory approvals.

How large will the combined company be after the merger?

The combined company would serve more than 4.7 million water and wastewater connections and more than 740,000 gas connections. It will operate under the American Water name and be headquartered in Camden, New Jersey.

What regulatory clearances are still required for the merger to close?

The merger remains subject to required regulatory approvals and clearance under the Hart-Scott-Rodino Act. The release also cites approvals from remaining applicable public utility commissions as conditions to closing.

Where can I find more information about the merger filings?

Additional details are available in American Water’s Form S-4 (Registration No. 333-292182) declared effective December 30, 2025, and on the companies’ merger website at americanwateressentialutilitiesmerger.com.