Essential Utilities (NYSE: WTRG) CEO uses stock to pay taxes

Rhea-AI Filing Summary

Essential Utilities, Inc. reported an insider transaction by Chief Executive Officer and director Chris Franklin. On 02/05/2026, 5,917 shares of common stock were disposed of at $37.69 per share in a transaction coded "F." According to the filing, this was a disposition to the issuer to cover tax obligations arising from the vesting of restricted stock units, rather than an open-market sale. After this tax-related share disposition, Franklin directly beneficially owned 328,020 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)
02/05/2026

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	02/05/2026		F		5,917(1)	D	$37.69	328,020	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. Disposition to issuer for tax obligations upon the vesting of restricted stock units.

	Kimberly A. Joyce, attorney-in-fact for Mr. Franklin	02/09/2026
	** 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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FAQ

What insider transaction did Essential Utilities (WTRG) report for its CEO?

Essential Utilities reported that CEO and director Chris Franklin disposed of 5,917 common shares on 02/05/2026. The shares were transferred back to the company to cover tax obligations triggered by the vesting of restricted stock units, rather than sold on the open market.

How many Essential Utilities (WTRG) shares did the CEO surrender and at what price?

Chris Franklin surrendered 5,917 shares of Essential Utilities common stock at a reported price of $37.69 per share. The disposition was to the issuer specifically to satisfy tax obligations associated with vesting restricted stock units, as described in the footnote to the Form 4 filing.

How many Essential Utilities (WTRG) shares does the CEO own after this Form 4 transaction?

Following the reported transaction, Chris Franklin beneficially owned 328,020 shares of Essential Utilities common stock directly. This post-transaction balance reflects the 5,917 shares that were disposed of to the issuer to cover tax obligations from vested restricted stock units.

Was the Essential Utilities (WTRG) CEO’s Form 4 transaction an open-market sale?

No. The filing explains that the 5,917 shares were disposed of to Essential Utilities to cover tax obligations upon vesting of restricted stock units. This indicates a tax withholding or share surrender to the issuer, not a discretionary open-market sale of shares.

What does the Form 4 footnote say about the Essential Utilities (WTRG) CEO’s transaction?

The footnote states the transaction was a “Disposition to issuer for tax obligations upon the vesting of restricted stock units.” This clarifies that the shares were transferred back to Essential Utilities to satisfy taxes, rather than reflecting a traditional market sale by the CEO.

What role does Chris Franklin hold at Essential Utilities (WTRG) in this Form 4?

In this Form 4, Chris Franklin is identified as both a director and an officer of Essential Utilities, serving as Chief Executive Officer. The filing classifies him as a reporting person under Section 16, with the transaction reported as directly held ownership (coded as “D”).