Essential Utilities merger: Nielsen to lead Pennsylvania American Water

American Water said it will identify Nielsen's Iowa successor and other presidents for states with joint operations in future communications.

Rhea-AI Filing Summary

Essential Utilities (WTRG) is the merger partner in an American Water employee announcement naming Brad Nielsen future President of Pennsylvania American Water, pending close of the merger. Nielsen, currently President of Iowa American Water, will remain in that role until close, then lead Pennsylvania operations and report to Justin Ladner, who will assume Senior Vice President of State Operations for Pennsylvania, Illinois and Missouri. Nielsen has led Iowa American Water since July 2024 and previously spent 17 years with Aramark Uniform Services. The message was sent by Cheryl Norton, American Water's executive vice president and chief operating officer, and Mike Doran, its senior vice president, deputy chief operating officer and chief health and safety officer. American Water also said Mark McDonough had been confirmed as President of New Jersey and senior vice president of state operations.

Key Figures

Time with Aramark Uniform Services: 17 years President of Iowa American Water since: July 2024 Form S-4 effective date: December 30, 2025

3 metrics

Time with Aramark Uniform Services 17 years Before joining American Water

President of Iowa American Water since July 2024 Brad Nielsen's current role

Form S-4 effective date December 30, 2025 American Water's registration statement

Key Terms

forward-looking statements, definitive merger agreement, regulatory approvals, synergies

4 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

"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.

regulatory approvals regulatory

"required governmental and regulatory approvals required for the proposed merger"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

synergies financial

"expected synergies of the proposed merger"

Synergies are the extra benefits—such as lower costs, higher sales, or improved efficiency—that result when two businesses combine or when different parts of a company cooperate. Investors watch synergies because they can boost future profits and cash flow, supporting a higher valuation, but they depend on effective integration and are often estimated rather than guaranteed; imagine two households merging to share rent and eliminate duplicate expenses.

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

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Available on EDGAR 10/08/2026 - 06:18 PM Accepted by SEC EDGAR 10/08/2026 - 04:45 PM 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: October 8, 2026

The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Essential Utilities, Inc. (“Essential”) was sent by Cheryl Norton, Executive Vice President and Chief Operating Officer of American Water, and Mike Doran, Senior Vice President, Deputy Chief Operating Officer and Chief Health and Safety Officer of American Water, to employees of American Water via e-mail on October 8, 2026.

Brad Nielsen named future President of Pennsylvania American Water

From Cheryl Norton and Mike Doran

As we continue planning for the integration of American Water and Essential Utilities, Brad Nielsen, currently serving as President of Iowa American Water, has been named the future President of Pennsylvania American Water, pending the close of the merger with Essential Utilities. Brad will lead all operations within the state of Pennsylvania.

In this role, Brad will report to Justin Ladner, who will assume the role of Senior Vice President of State Operations for Pennsylvania, Illinois, and Missouri.

Brad has demonstrated exceptional leadership throughout his career, fostering a strong culture focused on safety, operational excellence, customer service, and community engagement. He has held the role of President of Iowa American Water since July of 2024, following his time as Iowa’s Vice President of Operations.

Before joining American Water, Brad spent 17 years with Aramark Uniform Services, where he held several leadership positions, including Vice President of Operations. He holds a bachelor’s degree in finance and in business administration and management from Mount Mercy University in Iowa.

Brad will continue in his role as President of Iowa American Water until close of the merger. His successor will be announced at a future date, as part of our ongoing integration planning efforts. While we have previously confirmed Mark McDonough, President New Jersey, and Senior Vice President of State Operations, we will name the other state presidents that have joint American Water and Essential Utilities’ operations in a future communication.

Please join us in congratulating Brad as we continue to plan for a successful integration with Essential Utilities.

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.