Item 7.01 Regulation FD Disclosure. As previously disclosed in its Current Report on Form 8-K filed on October 27, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on October 26, 2025 with American Water and Alpha Merger Sub, Inc., a direct wholly owned subsidiary of American Water (“Merger Sub”), pursuant to which and upon the terms and subject to the condit…
Filed Nov 5, 2026Accepted Nov 5, 2026, 4:17 PM ESTCIK 78128Accession 0001193125-26-449889
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.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
As previously disclosed in its Current Report on Form 8-K filed on October 27, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) on October 26, 2025 with American Water and Alpha Merger Sub, Inc., a direct wholly owned subsidiary of American Water (“Merger Sub”), pursuant to which and upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of American Water. With the consent of American Water, the Company has elected to furnish as an exhibit to this Form 8-K the unaudited consolidated financial statements of American Water as of September 30, 2026 and for the three and nine months ended September 30, 2026 and September 30, 2025, as included in American Water’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2026.
The foregoing historical unaudited consolidated financial statements of American Water are furnished as Exhibit 99.1 hereto and are incorporated herein by reference. The Company is not incorporating by reference any other information herein set forth in American Water’s SEC filings. These historical unaudited consolidated financial statements of American Water were independently prepared by American Water; they have not been independently validated by the Company.
This report does not modify or update the consolidated financial statements of the Company included in the Company’s SEC filings.
The Merger has not yet occurred and is subject to customary closing conditions set forth in the Merger Agreement, including, among others, receipt of certain required regulatory approvals. For further information regarding the Merger, please refer to the Company’s Annual Report on Form 10-K filed on February 26, 2026, its Quarterly Reports on Form 10-Q filed on May 7, 2026, August 5, 2026 and November 4, 2026, and its definitive joint proxy statement/prospectus on Schedule 14A filed on December 31, 2025, in each case, as updated and supplemented by the Company’s other filings with the SEC made from time to time.
This Form 8-K, including the unaudited consolidated financial statements of American Water furnished as Exhibit 99.1 hereto, is expressly incorporated by reference into the Company’s registration statement on Form S-3 (File No. 333-277563). Except as expressly set forth in the foregoing sentence, the Company is furnishing to the SEC the information included or incorporated by reference in this Item 7.01, including Exhibit 99.1, and such information shall not be deemed to be “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such Company filing.
Filed exhibits (1)
EX-99.1 (by filename) d180657dex991.htm
Exhibit 99.1
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
American Water Works Company, Inc. and Subsidiary Companies
Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
September 30, 2026 December 31, 2025
September 30, 2026 December 31, 2025
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ASSETS
ASSETS
Property, plant and equipment $ 40,459 $ 37,955
Property, plant and equipment
Accumulated depreciation (7,767) (7,379)
Accumulated depreciation
Property, plant and equipment, net …