Essential Utilities (NYSE: WTRG) CEO reports stock award and tax share disposal

Rhea-AI Filing Summary

Essential Utilities, Inc. Chief Executive Officer Chris Franklin reported equity compensation activity involving company common stock. He acquired 25,332 shares at no cost upon the earning and vesting of performance-based share units originally granted on 2/22/2023, with the vesting level determined at 63.58% by the Compensation Committee.

On the same date, 17,964 shares were transferred back to the issuer at $38.78 per share to satisfy related tax obligations upon the vesting of restricted stock units and performance-based share units. After these transactions, Franklin directly holds 345,456 shares of Essential Utilities common stock.

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

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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^*

Franklin Chris

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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

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

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		25,332(1)	A	$0	363,420	D
Common Stock	02/22/2026		F		17,964(2)	D	$38.78	345,456	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.

	/s/ Brian Dingerdissen, attorney-in-fact for Mr. Franklin	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Essential Utilities (WTRG) CEO Chris Franklin report?

Chris Franklin reported a stock award vesting and related tax share settlement. He acquired 25,332 common shares through vesting of performance-based units, then transferred 17,964 shares back to Essential Utilities to cover tax obligations tied to vested restricted and performance-based stock units.

How many Essential Utilities (WTRG) shares did the CEO acquire in this filing?

The CEO acquired 25,332 Essential Utilities common shares at no cost. These came from performance-based share units granted on February 22, 2023, which vested at 63.58% after a Compensation Committee determination made on February 4, 2026, converting into directly held stock.

Why were some Essential Utilities (WTRG) shares disposed of in this CEO transaction?

17,964 Essential Utilities shares were disposed of to the issuer solely to cover tax obligations. This tax-withholding disposition occurred upon the vesting of restricted stock units and performance-based share units, rather than as an open-market sale, and is a common method for satisfying equity-related tax liabilities.

At what price were the disposed Essential Utilities (WTRG) shares valued?

The shares disposed to cover taxes were valued at $38.78 per Essential Utilities share. This price applied to 17,964 common shares transferred back to the issuer, reflecting their value used for satisfying tax obligations tied to the vesting of equity-based compensation awards.

How many Essential Utilities (WTRG) shares does the CEO own after these transactions?

After completing the vesting and tax-withholding share transfer, Chris Franklin directly owns 345,456 Essential Utilities common shares. This post-transaction ownership figure reflects both the newly vested performance-based stock units and the shares surrendered back to the company for tax obligations.