Form 8-K

8-K — Essential Utilities, Inc.

Accession: 0001552781-26-000331

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0000078128

SIC: 4941 (WATER SUPPLY)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e26263_wtrg-8k.htm (Primary)

EX-99.1 (e26263_ex99-1.htm)

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): May

14, 2026

Essential

Utilities, Inc.

(Exact Name of Registrant Specified in Charter)

Pennsylvania

001-06659

23-1702594

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

762

West Lancaster Avenue

Bryn

Mawr, Pennsylvania

19010-3489

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s

telephone number, including area code: (610) 527-8000

_______________________________________________

(Former Name or Former Address, if Changed Since Last

Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.50 par value

WTRG

New

York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

A joint press release of Essential Utilities, Inc., a Pennsylvania corporation

(“Essential Utilities” or the “Company”), and American Water Works Company, Inc., a Delaware corporation (“American

Water”), was issued on May 14, 2026 announcing that the Public Utilities Commission of Ohio issued an order approving the merger

of the Company and American Water.

A copy of this joint press release has been furnished

as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided

as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a

part of, this Current Report on Form 8-K.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed

to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be

expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits to this Current Report have been provided herewith

as noted below:

Exhibit

No.

Description

99.1*

Joint Press Release, dated May 14, 2026, issued by Essential Utilities, Inc. and American Water Works Company, Inc.

104

Cover Page Interactive Data File (the cover page XBRL tags are included

and formatted as Inline XBRL).

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ESSENTIAL

UTILITIES, INC.

Date: May 15, 2026

By:

/s/

Christopher P. Luning

Christopher

P. Luning

Executive Vice President, General Counsel

EX-99.1

Filename: e26263_ex99-1.htm · Sequence: 2

Exhibit 99.1

American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio

CAMDEN, N.J. and BRYN MAWR, Pa., May 14, 2026 /PRNewswire/ -- American Water Works Company, Inc. (NYSE: AWK) ("American Water") and Essential

Utilities, Inc. (NYSE: WTRG) ("Essential Utilities") today announced that the Public Utilities Commission of Ohio (PUCO) issued an order

approving the companies' proposed merger, marking the second favorable regulatory action in less than a month toward completing the combination

of the two companies.

The companies received approval of the merger in the Commonwealth of Kentucky on April 21, 2026. Earlier in the year, shareholders of

both companies approved the transaction with overwhelming margins.

The all-stock merger, announced October 27, 2025, will create a combined company serving more than 4.7 million water and wastewater customer

connections and more than 740,000 gas customer connections. The combined company will operate under the American Water name and be headquartered

in Camden, New Jersey.

The merger is expected to close by the end of the first quarter of 2027, but remains subject to customary closing conditions, including,

among others, obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals, including approval from all applicable

public utility commissions.

For additional details regarding the transaction, please visit americanwateressentialutilitiesmerger.com.

About American Water

American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back

to 1886 and celebrating 140 years in 2026, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water

and wastewater services to approximately 14 million people with regulated operations in 14 states and on 18 military installations. American

Water's approximately 7,000 talented professionals leverage their significant expertise and the company's national size and scale to achieve

excellent outcomes for the benefit of customers, employees, investors and other stakeholders. For more information, visit amwater.com

and join American Water on LinkedIn, Facebook, X and Instagram.

About Essential Utilities

Essential Utilities, Inc. (NYSE: WTRG) delivers safe, clean, reliable services that improve quality of life for individuals, families,

and entire communities. With a focus on water, wastewater, and natural gas, Essential is committed to sustainable growth, operational

excellence, a superior customer experience, and premier employer status. We are advocates for the communities we serve and are dedicated

stewards of natural lands, protecting thousands of acres of forests and other habitats throughout our footprint. Operating as the Aqua

and Peoples brands, Essential serves approximately 5.5 million people across nine states. Essential is one of the most significant publicly

traded water, wastewater service and natural gas providers in the U.S. Learn more at www.essential.co.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this communication are forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of

1934, as amended, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified

by words with prospective meanings such as "intend," "plan," "estimate," "believe," "anticipate," "expect," "predict," "project," "propose,"

"assume," "forecast," "outlook," "future," "likely," "pending," "goal," "objective," "potential," "continue," "seek to," "may," "can,"

"will," "should" and "could," or the negative of such terms or other variations or similar expressions. Forward-looking statements may

relate to, among other things: statements about the benefits of the proposed merger, including future financial and operating results;

the parties' respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the merger

and related transactions; the results of any strategic review; expected synergies of the proposed merger; the timing and result of various

regulatory proceedings related to the proposed merger, and other general rate cases, filings for infrastructure surcharges and other

governmental agency authorizations and proceedings, and filings to address regulatory lag; the combined company's ability to execute

its current and long-term business, operational, capital expenditures and growth plans and strategies; the amount, allocation and timing

of projected capital expenditures and related funding requirements; the future impacts of increased or increasing transaction and financing

costs associated with the proposed merger or otherwise, as well as inflation and interest rates; each party's ability to finance current

and projected operations, capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources

of short-term liquidity; impacts of the proposed merger on the future settlement or settlements of a party's forward sale agreements,

including potential adjustments to the forward sale price or other economic terms thereunder, and the amount of and the intended use

of net proceeds from any such future settlement or settlements; the outcome and impact on other governmental and regulatory investigations;

the filing of class action lawsuits and other litigation and legal proceedings related to the proposed merger; the ability to complete,

and the timing and efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives;

each party's ability to comply with new and changing environmental regulations; regulatory, legislative, tax policy or legal developments;

and impacts that future significant tax legislation may have on each such party and on its business, results of operations, cash flows

and liquidity.

These forward-looking statements are predictions based on currently available

information, the parties' current respective expectations and assumptions regarding future events that American Water Works Company,

Inc. ("American Water") and Essential Utilities, Inc. ("Essential Utilities") believe to be reasonable. They are not, however, guarantees

or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. You should

not regard any forward-looking statement as a representation or warranty by American Water, Essential Utilities or any other person that

the expectation, plan or objective expressed in such forward-looking statement will be successfully achieved in any specified time frame,

or at all. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties

and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this communication

as a result of the factors discussed in American Water's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with

the Securities and Exchange Commission (the "SEC") on February 18, 2026 (available at: ir.amwater.com), Essential Utilities' Annual Report

on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026 (available at: essential.co), and each

party's other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties' ability to consummate

the proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party's requirement to obtain required

governmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome

or commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected

benefits of the proposed merger); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement;

(4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing

to consummate the proposed merger; (6) the failure to integrate the parties' businesses successfully; (7) the failure to fully realize

benefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer

to realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on

the market price of American Water's or Essential Utilities' common stock; (9) the risk of litigation, legal proceedings or other challenges

related to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships with customers,

employees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders; (11) the diversion

of each party's management's time and attention from ongoing business operations and opportunities of such party on merger-related matters;

(12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility industries; (13) the ability

of each party to manage its respective existing operations and financing arrangements on favorable terms or at all, including with respect

to future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental laws and regulations

regarding each party's respective operations that may adversely impact such party's businesses or increase the cost of operations; (15)

changes in each party's key management and personnel; (16) changes in tax laws that could adversely affect beneficial tax treatment of

the proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could

adversely affect the parties' respective utility subsidiaries; and (18) other economic, business and other factors, including inflation,

interest rate fluctuations or tariffs. The foregoing factors should not be construed as exhaustive.

These forward-looking statements are

qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American

Water's and Essential Utilities' respective annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus,

as filed with the SEC on December 31, 2025 (available at: https://www.sec.gov/Archives/edgar/data/1410636 /000119312525337598/d15683d424b3.htm),

and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking

statements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any

obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed

circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it

is not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess

the impact of any such factor on American Water's or Essential Utilities' businesses, viewed independently or together, or the extent

to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Proposed Merger

For additional information regarding the proposed merger, please see American Water's registration statement on Form S-4 (Registration

No. 333-292182), which was declared effective by the SEC on December 30, 2025, and the other documents that American Water or Essential

Utilities has filed or may file with the SEC.

No Offer or Solicitation

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation

of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities

shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

AWK-IR

American Water Investor Contact

Aaron Musgrave

Vice President, Investor Relations

(856) 955-4029

aaron.musgrave@amwater.com

American Water Media Contact

Maureen Duffy

Executive Vice President, Communications and External Affairs

(856) 955-4163

mediainquiries@amwater.com

Essential Investor Contact

Brian Dingerdissen

Vice President, Treasurer, FP&A and IR

(610) 645-1191

BJDingerdissen@Essential.co

Essential Media Contact

David Kralle

Vice President of Public Affairs

(877) 325-3477

DMKralle@essential.co

###

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