Essential Utilities Inc SEC Filings

The Vanguard Group filed Amendment No. 15 to a Schedule 13G/A reporting zero beneficial ownership of Essential Utilities Inc. common stock. The filing explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries to report separately. The report lists 0 shares and 0% ownership and is signed on 03/26/2026.

Essential Utilities filed a Form 8-K to voluntarily furnish the audited consolidated financial statements of American Water Works for 2023–2025 and incorporate them into Essential’s Form S-3 tied to their pending merger. American Water reported 2025 operating revenues of $5,140 million, net income attributable to common shareholders of $1,111 million and diluted EPS of $5.69. Operating cash flow was $2,059 million against capital expenditures of $3,126 million. The merger agreement provides that, at closing, Essential shareholders will receive 0.305 shares of American Water common stock for each Essential share, and Essential will become a wholly owned subsidiary of American Water. The combination remains subject to customary regulatory approvals and other closing conditions, and has not yet closed.

American Water Works Company, Inc. updates integration leadership as merger planning with Essential Utilities continues. Jimmy Sheridan, who led the Integration Management Office (IMO) during initial planning, is returning to retirement and Marty Falkenberg has been named IMO leader effective March 17, 2026.

Company states integration planning is on track and reiterates an expected closing by the end of the first quarter of 2027. Employees are asked to participate in an Organizational Health Index survey to support planning.

Essential Utilities, Inc. is holding its 2026 virtual annual meeting on April 29, 2026, where shareholders will vote on electing seven directors, an advisory say-on-pay resolution, and ratifying PricewaterhouseCoopers as auditor for 2026.

The proxy highlights 2025 results, including earnings per share above initial guidance, a quarterly dividend of $0.3426 per share representing the 35th increase in 34 years, and the 80th consecutive year of dividend payments. The company invested $1.4 billion in water, wastewater, and natural gas infrastructure, advanced over 300 PFAS treatment projects, and continued gas pipeline modernization.

Essential completed acquisitions serving about 10,300 customers for roughly $58 million and has four signed deals in Pennsylvania and Texas expected to serve over 200,000 customers for about $300 million. The proxy also describes a transformative merger announced on October 27, 2025 with American Water, targeting a combined pro forma market capitalization of approximately $40 billion and enterprise value of about $63 billion, and plans to invest about $1.7 billion in infrastructure in 2026.

Essential Utilities, Inc. has completed a public debt offering, issuing $500,000,000 principal amount of its 5.125% Senior Notes due 2036. The notes were issued under an existing indenture with U.S. Bank Trust Company, National Association, as successor trustee.

The notes bear interest at 5.125% per year, payable semi-annually on March 15 and September 15, starting on September 15, 2026, and mature on March 15, 2036. Essential Utilities may redeem the notes for cash, in whole or in part, with a make-whole call before December 15, 2035 and at par on or after that date, plus accrued interest.

Essential Utilities, Inc. is offering $500,000,000 aggregate principal amount of 5.125% Senior Notes due 2036, with interest accruing from March 9, 2026 and payable semi‑annually on March 15 and September 15, beginning September 15, 2026.

Proceeds are expected to be approximately $494.9 million after underwriting discounts and expenses and are intended for general corporate purposes, including repayment of commercial paper, working capital, capital expenditures and water/wastewater acquisitions. The notes are unsecured senior obligations and will be structurally subordinated to subsidiary liabilities. The prospectus supplement separately discloses a previously announced merger agreement with American Water Works Company, Inc., under which Essential would become a wholly owned subsidiary of American Water if the Merger closes.

Essential Utilities, Inc. has launched a preliminary prospectus supplement to offer senior notes due 2036, describing interest, redemption and ranking terms and intended settlement on a date in March 2026.

The supplement states net proceeds are intended for general corporate purposes, including repayment of commercial paper borrowings. It discloses commercial paper borrowings of $567.59 million as of December 31, 2025, consolidated long-term debt of $8,181.85 million as of December 31, 2025, and subsidiaries’ outstanding liabilities of $7,149.18 million as of December 31, 2025. The document also summarizes the previously disclosed merger agreement under which shareholders approved the merger on February 10, 2026, and that closing is currently estimated by the company to occur by the end of the first quarter of 2027, subject to customary conditions and regulatory approvals.

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.