Essential Utilities (NYSE: WTRG) EVP logs award vesting and tax share disposal

Rhea-AI Filing Summary

Essential Utilities EVP and General Counsel Christopher Paul Luning reported equity award activity involving company common stock. He acquired 4,804 shares at no cost upon the earning and vesting of performance-based share units originally granted on February 22, 2023, after the Compensation Committee determined vesting at 63.58% on February 4, 2026.

On the same date, 3,382 shares were withheld and disposed of back to the issuer at $38.78 per share to cover tax obligations tied to the vesting of restricted stock units and performance-based share units. Following these transactions, he directly held 84,690.5 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Luning Christopher Paul

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,804	$0.00	--
Tax Withholding	Common Stock	3,382	$38.78	$131K

Holdings After Transaction: Common Stock — 88,072.5 shares (Direct)

Footnotes (1)

1. Represents acquisition of shares upon the earning and vesting of performance-based share units awarded on 2/22/2023. Vesting determination was made by the Compensation Committee on 02/04/2026. Represents vesting at 63.58%. Disposition to issuer for tax obligations upon the vesting of restricted stock units and performance-based share units. This amended Form 4 provides the final calculations of the number of shares withheld.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Luning Christopher Paul

(Last) (First) (Middle)

762 W. LANCASTER AVE

(Street)

BRYN MAWR PA 19010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Essential Utilities, Inc. [ WTRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2026		A		4,804(1)	A	$0	88,072.5	D
Common Stock	02/22/2026		F		3,382(2)	D	$38.78	84,690.5	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents acquisition of shares upon the earning and vesting of performance-based share units awarded on 2/22/2023. Vesting determination was made by the Compensation Committee on 02/04/2026. Represents vesting at 63.58%.

2. Disposition to issuer for tax obligations upon the vesting of restricted stock units and performance-based share units. This amended Form 4 provides the final calculations of the number of shares withheld.

	/s/ Brian Dingerdissen, attorney-in-fact for Mr. Luning	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Essential Utilities (WTRG) EVP Christopher Luning report on this Form 4/A?

Christopher Paul Luning reported equity award activity involving common stock. He received vested performance-based share units and had shares withheld and disposed to the issuer for tax obligations related to the vesting of restricted and performance-based stock units.

How many Essential Utilities (WTRG) shares did Luning acquire in the award vesting?

He acquired 4,804 shares of common stock at no cash cost. These shares were earned upon the vesting of performance-based share units granted on February 22, 2023, after the Compensation Committee determined the vesting percentage on February 4, 2026.

Why were some Essential Utilities (WTRG) shares disposed of in Luning’s Form 4/A?

3,382 shares were disposed of back to the issuer to satisfy tax obligations. The disposition related to the vesting of restricted stock units and performance-based share units, with shares withheld instead of Luning paying taxes in cash on the vesting.

At what price were the Essential Utilities (WTRG) shares withheld for taxes?

The 3,382 shares used for tax withholding were valued at $38.78 per share. This price applied to the disposition to the issuer that covered tax liabilities arising from the vesting of restricted and performance-based equity awards.

What vesting percentage applied to Luning’s performance-based share units at Essential Utilities (WTRG)?

The performance-based share units vested at 63.58%. This percentage was determined by the Compensation Committee on February 4, 2026, and governed how many shares Luning received from the award originally granted on February 22, 2023.

How many Essential Utilities (WTRG) shares does Luning hold after these transactions?

After the reported acquisition and tax-withholding disposition, Luning directly owns 84,690.5 shares of Essential Utilities common stock. This figure reflects his updated direct holdings following the February 22, 2026 award-related activity.