false
0000078128
0000078128
2026-03-09
2026-03-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March
9, 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 1.01 | Entry into a Material Definitive Agreement. |
On March 9, 2026, Essential Utilities, Inc. (the “Company”)
issued $500,000,000 principal amount of its 5.125% Senior Notes due 2036 (the “Notes”). The Notes were issued pursuant to
the indenture, dated as of April 23, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture,
dated as of April 23, 2019 (the “First Supplemental Indenture”), and the Tenth Supplemental Indenture, dated as of March 9,
2026 (the “Tenth Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”),
each between the Company and U.S. Bank Trust Company, National Association, as successor trustee. The Notes will bear interest at a rate
of 5.125% per annum. Interest on the Notes will be payable semi-annually on March
15 and September 15, commencing September 15, 2026. The Notes will mature on March 15, 2036.
The Indenture contains customary terms and covenants,
including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may declare such Notes immediately due and payable.
Upon at least 10 but no more than 60 days’ notice
to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity,
at a redemption price (1) prior to December 15, 2035 (the “Par Call Date”) equal
to the greater of a make-whole amount and the principal amount and (2) on or after the Par Call Date equal to the principal amount,
in each case plus accrued and unpaid interest, as specified in the Indenture.
The descriptions of the Indenture and the Notes contained
herein are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Tenth Supplemental
Indenture (including the form of global note for the Notes) filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and
are incorporated herein by reference as though each were fully set forth herein.
In connection with the offering (the “Offering”)
of the Notes, the Company entered into an underwriting agreement, dated March 5, 2026 (the “Underwriting Agreement”), with
Barclays Capital Inc., PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein
(the “Underwriters”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company.
Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The description of the Underwriting Agreement contained
herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated
herein by reference.
The Offering closed on March 9, 2026. The Notes were
issued and sold in a registered public offering pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-277563),
including a prospectus supplement dated March 5, 2026, to the prospectus contained therein dated March 1, 2024, filed by the Company with
the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 |
Underwriting Agreement, dated March 5, 2026, among Essential Utilities, Inc. and Barclays Capital Inc., PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto. |
| 4.1 |
Indenture, dated as of April 23, 2019, between Aqua America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit 4.4 to the Company’s current report on Form 8-K filed April 23, 2019, File No. 001-06659). |
| 4.2 |
First Supplemental Indenture, dated as of April 23, 2019, between Aqua America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit 4.5 to the Company’s current report on Form 8-K filed April 23, 2019, File No. 001-06659). |
| 4.3 |
Tenth Supplemental Indenture, dated as of March 9, 2026 between Essential Utilities, Inc. and U.S. Bank Trust Company, National Association, as successor trustee. |
| 4.4 |
Form of Global Note for the Notes (included in Exhibit 4.3). |
| 5.1 |
Opinion of Morgan, Lewis & Bockius LLP. |
| 23.1 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
| 104 |
Cover Page Interactive Data File (formatted in inline XBRL) |
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: March 9, 2026 |
By: |
/s/
Christopher P. Luning |
| |
Name: |
Christopher
P. Luning |
| |
Title: |
Executive Vice President, General Counsel |
