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Essential Utilities (WTRG) SEC Filings, Aug-Nov 2025

WTRG NYSE

Essential Utilities, Inc. filings document the reporting obligations of a regulated utility holding company with water, wastewater and natural gas distribution operations. The company’s Form 8-K disclosures cover operating and financial results, material events, capital-structure matters and material agreements, including debt financing activity tied to senior notes and related indenture terms.

Proxy and annual meeting filings describe shareholder voting matters, director elections, advisory votes and governance practices. Other regulatory disclosures address segment-level utility results, stock-based compensation, dividend reinvestment and direct stock purchase plan activity, risk and covenant information, and the public-company controls associated with Essential Utilities’ Aqua and Peoples operating brands.

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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.

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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.

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BlackRock, Inc. filed Amendment No. 7 to Schedule 13G/A reporting a passive ownership stake in Essential Utilities, Inc. (WTRG).

BlackRock reported beneficial ownership of 35,703,517 shares, representing 12.7% of the common stock as of 09/30/2025. The filing lists 33,667,375 shares with sole voting power and 35,703,517 shares with sole dispositive power, with 0 shared voting or dispositive power.

BlackRock certified the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing notes various persons may have rights to dividends or sale proceeds through underlying accounts, and that no single person’s interest exceeds five percent of the total outstanding common shares.

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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.

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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.

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Essential Utilities, Inc. (WTRG) Form 3 — Initial Statement of Beneficial Ownership (filed 08/08/2025)

Bradley J. Palmer, identified as the Issuer's Chief Accounting Officer, filed a Form 3 reporting only derivative securities: 1,338 Restricted Stock Units (RSUs) and 1,626 Non-Qualified Stock Options. No non-derivative common stock is reported on Table I. The RSUs represent awards from grants dated 02/22/2023 (217 RSUs, vest 02/22/2026), 01/24/2024 (332 RSUs, vest 01/24/2027), and 02/05/2025 (789 RSUs, vest annually beginning 02/05/2026). The options have an exercise price of $35.33, an expiration date of 02/05/2035, and per the filing they vest in three equal installments beginning 02/05/2026 and are described as exercisable immediately upon grant. The Form 3 event date is 08/01/2025 and the filing signature date is 08/08/2025.

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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.

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Offering overview: This preliminary prospectus supplement dated August 5, 2025 announces an offering by Essential Utilities, Inc. of Senior Notes due 2035. Key economic terms—aggregate principal amount, coupon rate, offering price and specific settlement and maturity dates—are left blank in this preliminary filing. Interest will accrue from August [date], 2025 and is payable semi‑annually beginning in 2026. Settlement is expected on or about August [date], 2025.

Capitalization and use of proceeds: The notes will be general unsecured senior obligations, ranking equally with other unsecured senior indebtedness, effectively subordinated to secured debt and structurally subordinated to subsidiaries. Net proceeds are intended for general corporate purposes, including repayment of commercial paper, working capital, capital expenditures and water/wastewater acquisitions. As of July 31, 2025 commercial paper borrowings were $605.0 million (weighted‑average maturity 6 days, weighted‑average rate 4.651%). As of June 30, 2025 consolidated long‑term debt was $7,801.9 million and subsidiaries had approximately $7,046.9 million of liabilities. Cash and cash equivalents were $25,071 thousand.

Investor considerations: The indenture contains limited restrictive covenants, the notes are redeemable at the issuer’s option and an active trading market is not assured. Investors should review the Risk Factors and incorporated filings before deciding.

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Rhea-AI Summary

Essential Utilities (WTRG) reported a strong Q2 2025. Operating revenue rose 18.5% YoY to $514.9 m, driven by higher water, wastewater and gas volumes plus recently approved rate hikes. Operating income climbed 27.5% to $185.3 m; net income surged 43% to $107.8 m ($0.38 EPS vs $0.28). For the six-month period, revenue increased 24% to $1.30 bn and diluted EPS reached $1.41 (up 13%).

Balance-sheet & liquidity. Total assets stand at $18.55 bn; equity improved to $6.72 bn. Net long-term debt rose 3.5% YoY to $7.62 bn, reflecting heavy capex ($613 m YTD) and three closed utility acquisitions totalling $58.7 m. Operating cash flow strengthened 34% to $571.8 m. The company added financial flexibility via a $1 bn commercial paper program (-$567 m drawn) and a 2024 ATM equity program that raised $208.6 m for growth and debt repayment.

  • Regulatory tailwinds: Pennsylvania water base-rate award adds $110.9 m annually; Kentucky gas order adds $7.7 m. Infrastructure surcharges contributed another $13.8 m YTD.
  • Growth pipeline: 7 pending acquisitions (≈$24 m purchase price) expected to close in 2025; DELCORA and East Whiteland litigation ongoing.
  • Guidance & outlook: Management reiterates confidence that rate relief and acquisitions will offset inflation and interest-rate pressure; no quantitative 2025 EPS guidance provided in filing.

Key risks include higher leverage, $1.3 bn YTD debt repayments/refinancings, and unresolved regulatory appeals. Overall, results highlight solid regulated growth momentum and improving cash generation.

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FAQ

How many Essential Utilities (WTRG) SEC filings are available on StockTitan?

StockTitan tracks 138 SEC filings for Essential Utilities (WTRG), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Essential Utilities (WTRG)?

The most recent SEC filing for Essential Utilities (WTRG) was filed on November 5, 2025.