Shareholders back Essential Utilities (WTRG) merger with American Water Works

Rhea-AI Filing Summary

Essential Utilities, Inc. reported that, on February 10, 2026, shareholders of both Essential Utilities and American Water Works Company, Inc. approved proposals related to their proposed merger. These approvals satisfy a key shareholder condition under the Agreement and Plan of Merger dated October 26, 2025.

Essential Utilities plans to file another current report within four business days to provide the final voting results from its special shareholder meeting.

Positive

• Shareholders of both Essential Utilities and American Water Works approved merger proposals, clearing a central shareholder condition under the October 26, 2025 Agreement and Plan of Merger.

Negative

• None.

Insights

M&A and utilities sector analyst

Shareholder approvals move the Essential–American Water Works merger significantly closer to completion.

Both Essential Utilities and American Water Works Company shareholders approved proposals tied to their proposed merger on February 10, 2026. This indicates broad shareholder support for combining the two regulated water utility companies under the previously signed Agreement and Plan of Merger.

Shareholder approval is a major condition for closing such transactions. Remaining steps will depend on regulatory reviews and other closing conditions described outside this excerpt. A subsequent current report, expected within four business days of the special meeting date, will detail the final vote tallies for Essential Utilities.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 10, 2026

Essential Utilities, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-06659

Pennsylvania	23-1702594
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

762 West Lancaster Avenue

Bryn Mawr, Pennsylvania 19010-3489

(Address of principal executive offices, including zip code)

(610) 527-8000

(Registrant’s telephone number, including area code)

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		Name of Each Exchange on Which Registered
Common stock, par value $0.50 per share		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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

On February 10, 2026, at respective shareholder meetings of American Water Works Company, Inc., a Delaware corporation (the “Company”), and Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities”), and based on preliminary voting results, each company’s shareholders have approved proposals related to the proposed merger of the Company and Essential, pursuant to that certain Agreement and Plan of Merger, dated as of October 26, 2025, as may be amended from time to time, by and among the Company, Essential and Alpha Merger Sub, Inc.

A Current Report on Form 8-K will be filed by Essential Utilities within four business days after the date of the special meeting to report the final results of Essential Utilities’ special shareholder meeting.

The information furnished in Item 7.01 of this Current Report on Form 8-K 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.

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.
Dated:	February 10, 2026		By:	/s/ Christopher P. Luning
				Christopher P. Luning
				Executive Vice President, General Counsel

FAQ

What did Essential Utilities (WTRG) announce regarding its merger with American Water Works?

Essential Utilities announced that shareholders of both companies approved proposals related to their proposed merger. The approvals, given on February 10, 2026, satisfy an important shareholder condition in the Agreement and Plan of Merger dated October 26, 2025.

When did Essential Utilities and American Water Works shareholders vote on the merger proposals?

The shareholder votes occurred on February 10, 2026, at each company’s special meeting. At those meetings, shareholders of Essential Utilities and American Water Works approved proposals connected to the planned merger between the two water utility companies.

What agreement governs the proposed merger between Essential Utilities (WTRG) and American Water Works?

The merger is governed by an Agreement and Plan of Merger dated October 26, 2025. This agreement, among American Water Works, Essential Utilities, and Alpha Merger Sub, Inc., sets the framework and conditions for combining the two companies.

Are the February 10, 2026 shareholder approvals the final step for the Essential Utilities merger?

No, the approvals are a key step but not necessarily the final one. While shareholder support is critical, closing the proposed merger also depends on other conditions and regulatory processes described outside this excerpt.

Will Essential Utilities (WTRG) provide final voting results on the merger proposals?

Yes, Essential Utilities plans to file another current report with final vote results. That report is expected within four business days after the special shareholder meeting date and will detail the final voting outcomes for Essential Utilities’ proposals.

Does the Essential Utilities merger-related information count as filed for liability purposes?

The company states that information in Item 7.01 is furnished, not filed, under the Exchange Act. It also notes that this information is not incorporated into Securities Act or Exchange Act filings unless specifically referenced.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB