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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): August 7, 2025
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
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 August
7, 2025, Essential Utilities, Inc. (the “Company”) issued $500,000,000 principal amount of its 5.250% Senior Notes
due 2035 (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 Ninth Supplemental Indenture, dated as of August 7, 2025 (the “Ninth 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 5.250% per
annum. Interest on the Notes will be payable semi-annually on February 15 and August 15, commencing February 15, 2026. The Notes
will mature on August 15, 2035.
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 May 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 Ninth 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 August
5, 2025 (the “Underwriting Agreement”), with BofA Securities, Inc., Wells Fargo Securities, LLC and Huntington Securities,
Inc., 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 August 7, 2025. 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 August 5, 2025, 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 August 5, 2025, among Essential Utilities, Inc. and BofA Securities, Inc., Wells Fargo Securities, LLC and Huntington Securities, Inc., 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 |
Ninth Supplemental Indenture, dated as of August 7, 2025 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: August 7, 2025 |
By: |
/s/ Christopher
P. Luning |
| |
Name: |
Christopher P. Luning |
| |
Title: |
Executive Vice President, General Counsel |
