Every 8-K that Essential Utilities, Inc. (WTRG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow WTRG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WTRG filings page.
Essential Utilities, Inc. (WTRG) reports that, together with American Water Works Company, Inc. and certain affiliates, it filed a joint petition for non-unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) on September 15, 2026, in the ongoing approval proceeding for their proposed merger.
The settlement was reached with the PaPUC’s Bureau of Investigation and Enforcement, the Office of Consumer Advocate, the Office of Small Business Advocate and other parties, while at least one party did not join. Administrative Law Judges will first review the settlement and issue a Recommended Decision, after which the PaPUC will review and must approve it before the merger can proceed under these terms.
Essential Utilities, Inc. (WTRG) reports that Administrative Law Judges in the Pennsylvania Public Utility Commission proceeding related to its proposed merger with a wholly owned subsidiary of American Water Works Company, Inc. issued an interim order on August 28, 2026. The order states that American Water, Essential Utilities, and certain affiliates have reached a non-unanimous settlement in that proceeding, which remains subject to approval by the PaPUC. The disclosure is presented under Regulation FD and includes extensive cautionary language regarding forward-looking statements about the merger’s timing, required regulatory approvals, potential conditions, integration, expected synergies, litigation risk, and other economic and regulatory factors that could cause actual outcomes to differ materially.
Essential Utilities, Inc. is providing investors with unaudited second‑quarter 2026 consolidated financial statements of its pending merger partner, American Water Works Company, Inc., and incorporating them by reference into Essential’s shelf registration on Form S‑3. The report reiterates that under the merger agreement dated October 26, 2025, American Water’s wholly owned Merger Sub will merge with Essential, leaving Essential as a wholly owned subsidiary of American Water, in a stock‑for‑stock transaction where Essential shareholders are expected to receive 0.305 shares of American Water common stock for each Essential share. The combination remains subject to public utility commission and antitrust approvals and other customary closing conditions, and American Water currently estimates closing by the end of the first quarter of 2027.
American Water’s furnished financials show total assets of $36.5 billion as of June 30, 2026 and net income attributable to common shareholders of $315 million for the quarter on $1.36 billion of operating revenues. The company continues heavy infrastructure investment and regulatory growth: it completed the $319 million Nexus regulated systems acquisition, closed additional small system purchases, secured multiple rate increases and has several large general rate cases and infrastructure surcharge filings pending across key states. American Water also raised long‑term capital through two senior note offerings totaling $1.2 billion, monetized a $795 million seller note from a prior divestiture, and entered and partially settled equity forward sale agreements.
Essential Utilities reported Q2 2026 operating revenues of $530.9 million, up 3% year over year. GAAP net income was $105.7 million and EPS $0.37 versus $0.38 a year earlier; adjusted EPS was $0.38 excluding $1.2 million of merger costs. First-half 2026 revenues were $1.39 billion, up 7.2%, while GAAP EPS declined to $1.16 from $1.41, or $1.21 on an adjusted basis. Water segment revenue rose 7.6% to $357.5 million; natural gas revenue declined to $169.3 million, reflecting warmer weather and lower purchased gas costs.
The board raised the quarterly dividend 5.25% to $0.3606 per share, payable September 1, 2026, and the company invested $662.2 million in infrastructure in the first six months, targeting $1.7 billion for 2026. As of June 30, 2026, weighted average fixed-rate debt cost was 4.16% and $960 million remained available under credit lines. Recent rate awards are expected to increase annual revenues by $43.9 million in the water segment and $12.7 million in the natural gas segment, with additional water, wastewater, and gas rate cases pending.
Essential continues to pursue its merger with American Water, having secured shareholder approval with approximately 95% of voted shares in favor and regulatory approvals in Kentucky, Ohio, and Virginia. Management continues to expect closing in the first quarter of 2027 and has affirmed financial and growth guidance, which assumes ongoing equity and debt issuance to fund acquisitions and planned infrastructure investment.
Essential Utilities, Inc. reported further progress on its proposed all-stock merger with American Water Works Company after the Public Utilities Commission of Ohio approved the transaction. This follows Kentucky’s approval on April 21, 2026 and prior strong shareholder support at both companies.
The merger, announced October 27, 2025, would create a combined utility serving more than 4.7 million water and wastewater customer connections and more than 740,000 gas customer connections, operating under the American Water name and headquartered in Camden, New Jersey. Closing is expected by the end of the first quarter of 2027, subject to Hart-Scott-Rodino clearance and additional regulatory approvals.
Essential Utilities furnished American Water Works’ latest unaudited financial statements to support their pending merger and to incorporate this information into Essential’s shelf registration statement on Form S-3. The merger would make Essential a wholly owned subsidiary of American Water after customary regulatory approvals and other conditions are met.
American Water reported first-quarter 2026 operating revenues of $1,207 million and net income attributable to common shareholders of $196 million, or $1.00 per diluted share. Net cash provided by operating activities was $305 million, and total assets were $35,264 million with long-term debt of $12,769 million. American Water’s finance subsidiary issued $700 million of 5.200% senior notes due 2036 and received full repayment of a $795 million seller promissory note from a prior Homeowner Services Group divestiture. The company also highlighted ongoing general rate cases, infrastructure surcharge mechanisms and large long-term service contracts, and recorded $5 million of merger-related costs tied to the Essential combination, which is currently targeted to close by the end of the first quarter of 2027.
Essential Utilities reported first-quarter 2026 results and reaffirmed its financial and growth guidance while highlighting progress on its planned merger with American Water. Operating revenues rose to $861.8 million, up 10% from a year earlier, driven mainly by regulatory recoveries and higher purchased gas costs. GAAP net income was $224.4 million, or $0.79 per share, versus $283.8 million, or $1.03 per share, in 2025, which benefited from several non-recurring items. Non-GAAP EPS, excluding $16.3 million of merger-related expenses, was $0.83. The company invested $269 million in infrastructure in the quarter and remains on track to invest $1.7 billion in 2026. It also issued $500 million of 5.125% senior notes due 2036 and continues to pursue rate cases and municipal acquisitions while targeting merger completion in the first quarter of 2027.
Essential Utilities, Inc. reported the results of its 2026 Annual Meeting of Shareholders held as a virtual meeting on April 29, 2026. Shareholders elected seven directors for one-year terms, with support generally above 185 million votes for each nominee, plus 34,169,760 broker non-votes on each election.
Shareholders also approved, on an advisory basis, the 2025 compensation of the company’s named executive officers with 184,594,406 votes for, 20,085,147 against, and 1,223,832 abstentions, in addition to 34,169,760 broker non-votes. Finally, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 215,561,365 votes for, 24,045,886 against, and 465,894 abstentions.
Essential Utilities, Inc. filed a report highlighting that the Kentucky Public Service Commission has approved its proposed all-stock merger with American Water Works Company, Inc. This is the first regulatory approval for the combination.
The planned merger, announced in October 2025, would create a company serving more than 4.7 million water and wastewater customer connections and more than 740,000 gas customer connections. The combined company is expected to operate under the American Water name, headquartered in Camden, New Jersey, and aims to close by the end of the first quarter of 2027, subject to Hart-Scott-Rodino clearance and other regulatory and customary closing conditions.
Essential Utilities filed a Form 8-K to voluntarily furnish the audited consolidated financial statements of American Water Works for 2023–2025 and incorporate them into Essential’s Form S-3 tied to their pending merger. American Water reported 2025 operating revenues of $5,140 million, net income attributable to common shareholders of $1,111 million and diluted EPS of $5.69. Operating cash flow was $2,059 million against capital expenditures of $3,126 million. The merger agreement provides that, at closing, Essential shareholders will receive 0.305 shares of American Water common stock for each Essential share, and Essential will become a wholly owned subsidiary of American Water. The combination remains subject to customary regulatory approvals and other closing conditions, and has not yet closed.
Essential Utilities, Inc. has completed a public debt offering, issuing $500,000,000 principal amount of its 5.125% Senior Notes due 2036. The notes were issued under an existing indenture with U.S. Bank Trust Company, National Association, as successor trustee.
The notes bear interest at 5.125% per year, payable semi-annually on March 15 and September 15, starting on September 15, 2026, and mature on March 15, 2036. Essential Utilities may redeem the notes for cash, in whole or in part, with a make-whole call before December 15, 2035 and at par on or after that date, plus accrued interest.
Essential Utilities reported higher full-year 2025 results and updated investors on its pending merger with American Water. Full-year operating revenues rose to $2,474.6 million, up 18.6% from 2024, while net income increased to $616.4 million, or $2.20 per share, versus $2.17 on a GAAP basis and $1.97 on an adjusted 2024 basis.
Fourth-quarter revenues grew 15.7% to $699.1 million, but net income fell to $132.7 million, or $0.47 per share, from $0.67 a year earlier, mainly due to higher taxes and operations and maintenance costs. Water and natural gas segment revenues both posted solid double-digit annual growth, supported by rate increases and higher gas volumes.
The company invested over $1.4 billion in 2025 infrastructure and continued expanding via acquisitions, adding more than 12,700 customers. It declared two quarterly dividends of $0.3426 per share and ended 2025 with a 4.10% weighted average cost of fixed-rate long-term debt and $667.5 million available on credit lines. Shareholders of both companies overwhelmingly approved the merger with American Water, which is targeted to close in the first quarter of 2027.
Essential Utilities, Inc. reported that its shareholders approved merger-related proposals for the company’s planned merger with American Water Works Company, Inc. at a special meeting held on February 10, 2026.
Essential Utilities had 215,733,938 shares, or 76.2% of its common stock as of the December 29, 2025 record date, represented in person or by proxy, satisfying quorum requirements. One key proposal received 203,644,509 votes for, 11,155,917 against and 933,512 abstentions, while another received 181,618,535 votes for, 33,058,364 against and 1,057,039 abstentions.
A joint press release notes that nearly 95% of Essential Utilities’ shares voted supported the merger, and about 99% of American Water’s shares present backed the share issuance. The merger is expected to close by the end of the first quarter of 2027, subject to clearance under the Hart-Scott-Rodino Act and approvals from applicable public utility commissions and other customary closing conditions.
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.
Essential Utilities (WTRG) filed an 8-K stating it issued a press release announcing results for the quarter and nine months ended September 30, 2025. The press release is furnished as Exhibit 99.1.
Essential Utilities (WTRG) agreed to merge with American Water in an all‑stock transaction. Each share of Essential common stock will convert into the right to receive 0.305 shares of American Water common stock at closing, subject to customary conditions.
Closing requires shareholder approvals for both companies, NYSE listing of the new American Water shares, expiration or termination of the HSR waiting period, approvals from certain public utility commissions without a “Burdensome Effect,” effectiveness of a Form S‑4, accuracy of representations and warranties, performance of covenants, and no material adverse effect.
The merger agreement includes outside dates through April 26, 2027, extendable up to October 26, 2027, and termination fees: $370 million payable by Essential or $835 million payable by American Water under specified circumstances. Upon closing, American Water’s board will have 15 directors (10 current American Water directors and 5 selected by Essential). American Water’s current CEO, John C. Griffith, will remain CEO; Essential’s CEO, Christopher H. Franklin, will serve as Executive Vice Chair for two years. American Water will retain its name and Camden, NJ headquarters and maintain substantial operations in Pennsylvania.
Essential Utilities, Inc. filed an amended current report to correct a previously issued press release about its agreement with IEP Hummingbird Energy, LLC and International Electric Power III, LLC. The company states that this amendment is made solely to fix the heading of the press release and make other minor corrections. The corrected press release is now furnished as Exhibit 99.2 and replaces Exhibit 99.1 from the original report, with no other changes to the prior disclosure.
Essential Utilities announced a project to develop natural gas combined cycle combustion turbines (CCGTs) supported by battery storage and an existing grid interconnection. The company, through Aqua, will design, build and operate an 18 MGD water treatment plant using raw water from the adjacent Monongahela River to supply both power generation and data center cooling. Its subsidiary, Peoples Natural Gas, LLC, will provide natural gas consulting and energy management services to the project.
Essential Utilities (WTRG) closed a $500 million senior note offering on 7-Aug-2025. The 10-year securities carry a 5.250% fixed coupon, payable semi-annually each 15-Feb and 15-Aug, and mature 15-Aug-2035. They were issued under the existing 2019 base indenture as supplemented by a ninth supplemental indenture filed with this Form 8-K.
The notes may be redeemed, at the Company’s option, for the greater of par or a make-whole amount before 15-May-2035 (Par Call Date) and at par thereafter, plus accrued interest. Standard events-of-default provisions allow holders of ≥25% of principal or the trustee to accelerate repayment.
Issuance was completed through a registered public offering pursuant to shelf registration No. 333-277563. BofA Securities, Wells Fargo Securities and Huntington Securities acted as joint book-runners under an underwriting agreement dated 5-Aug-2025 that includes customary reps, covenants and indemnities. Net proceeds and planned use were not disclosed in the filing.