Essential Utilities (WTRG) EVP awarded shares, surrenders stock for taxes

Rhea-AI Filing Summary

Essential Utilities, Inc. executive vice president and general counsel Christopher Paul Luning reported equity compensation activity in company common stock. He acquired 4,804 shares at no cost through the earning and vesting of performance-based share units originally granted on 2/22/2023, after the Compensation Committee determined vesting on 02/04/2026 at 63.58% of the award.

To satisfy tax obligations triggered by the vesting of restricted stock units and performance-based share units, 3,465 shares were disposed of back to the issuer at $38.78 per share in a tax-withholding transaction. Following these transactions, Luning directly owns 84,607.5 shares of Essential Utilities 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	3,465	$38.78	$134K

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.

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

OMB Number:			3235-0287
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hours per response:			0.5

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)

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		3,465(2)	D	$38.78	84,607.5	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.

	/s/ Brian Dingerdissen, attorney-in-fact for Mr. Luning	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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