Merger Approved; Essential Utilities (NYSE: WTRG) and American Water Announce OK

Rhea-AI Filing Summary

Essential Utilities, Inc. and American Water Works Company, Inc. announced that the Kentucky Public Service Commission approved the merger between the two companies, as disclosed in a joint press release dated April 22, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The filing states the press release and an Inline XBRL cover page (Exhibit 104) are furnished; the Item 7.01 material is furnished, not "filed" for Section 18 purposes. The report is dated and signed by the company General Counsel.

Insights

Regulatory Affairs Analyst

Kentucky PSC granted regulatory approval for the merger between Essential Utilities and American Water.

The filing furnishes a joint press release stating the Kentucky Public Service Commission approved the merger on April 22, 2026. The 8-K explicitly furnishes Exhibit 99.1 and an Inline XBRL cover page (Exhibit 104).

Material next steps, such as other state approvals or closing mechanics, are not detailed in the excerpt; subsequent filings or the press release may disclose remaining conditions and timing.

Corporate Communications Expert

The company treated the approval notice as furnished information, not a filed disclosure under Section 18.

The 8-K language reiterates that the Item 7.01 content and Exhibit 99.1 are furnished and not deemed "filed" for Section 18, which affects incorporation-by-reference treatment for later filings.

Stakeholders should review Exhibit 99.1 for full terms and any described qualifiers; the 8-K itself limits the legal effect of the furnished materials.

Key Figures

Approval date: April 22, 2026 Commission File Number: 001-06659 Employer ID Number: 23-1702594 +3 more

6 metrics

Approval date April 22, 2026 Date of joint press release and report

Commission File Number 001-06659 SEC Commission File Number on cover page

Employer ID Number 23-1702594 Registrant I.R.S. Employer Identification No.

ZIP Code 19010-3489 Registrant principal executive office address

Exhibit (press release) Exhibit 99.1 Joint press release furnished with the Form 8-K

Exhibit (XBRL) Exhibit 104 Cover Page Interactive Data File (Inline XBRL)

Key Terms

Kentucky Public Service Commission, Form 8-K, Exhibit 99.1, Inline XBRL

4 terms

Kentucky Public Service Commission regulatory

"announcing that the Kentucky Public Service Commission approved the merger"

Form 8-K regulatory

"Current Report on Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Exhibit 99.1 other

"Joint Press Release, dated April 22, 2026, issued by Essential Utilities"

Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.

Inline XBRL technical

"Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 22, 2026

Essential Utilities, Inc.
(Exact Name of Registrant Specified in Charter)

Pennsylvania	001-06659	23-1702594
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

762 West Lancaster Avenue
Bryn Mawr, Pennsylvania		19010-3489
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 527-8000

_______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $.50 par value		WTRG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

A joint press release of Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities” or the “Company”), and American Water Works Company, Inc., a Delaware corporation (“American Water”), was issued on April 22, 2026 announcing that the Kentucky Public Service Commission approved the merger of the Company and American Water.

A copy of this joint press release has been furnished as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits to this Current Report have been provided herewith as noted below:

Exhibit No.		Description
99.1*		Joint Press Release, dated April 22, 2026, issued by Essential Utilities, Inc. and American Water Works Company, Inc.
104		Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).

  * Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ESSENTIAL UTILITIES, INC.
Date: April 22, 2026	By:	/s/ Christopher P. Luning
		Christopher P. Luning
		Executive Vice President, General Counsel

FAQ

Did the Kentucky Public Service Commission approve the Essential Utilities–American Water merger (WTRG)?

Yes. The joint press release furnished as Exhibit 99.1 states the Kentucky Public Service Commission approved the merger on April 22, 2026. The 8-K furnishes that press release as the disclosure of the approval.

Where can I find the full details of the merger approval mentioned by WTRG?

The filing furnishes a joint press release as Exhibit 99.1 dated April 22, 2026. That press release contains the detailed announcement; it is attached to the Form 8-K and should be reviewed for qualifiers and next steps.

Does the Form 8-K state the press release information is "filed" under the Exchange Act?

No. The Form 8-K expressly states the Item 7.01 information and Exhibit 99.1 are furnished, not "filed" for purposes of Section 18 of the Exchange Act, and are not incorporated by reference absent specific reference.

Which exhibits accompany this Form 8-K from Essential Utilities (WTRG)?

The filing lists Exhibit 99.1 (joint press release dated April 22, 2026) and Exhibit 104 (cover page Inline XBRL). Exhibit 99.1 is furnished and identified in the 8-K’s Exhibit table.

Who signed the Form 8-K for Essential Utilities?

The Form 8-K is signed by Christopher P. Luning, Executive Vice President and General Counsel of Essential Utilities, Inc., dated April 22, 2026.