Luning Christopher Paul 4/A

What Happened

Christopher Paul Luning, EVP and General Counsel of Essential Utilities (WTRG), had 4,804 performance-based shares vest on 2026-02-22 (awarded at $0.00). To satisfy tax obligations on the vesting, 3,382 of those shares were transferred back to the issuer at $38.78 per share, a withholding value of approximately $131,154. This Form 4 is an amended filing that provides final calculations of the number of shares withheld.

Key Details

• Transaction date: 2026-02-22 (vesting/award and tax withholding); Form 4 filed (amended) 2026-03-03.
• Award: 4,804 shares acquired (code A) at $0.00 (value recorded as $0).
• Tax withholding: 3,382 shares disposed to issuer (code F) at $38.78/share — total ~$131,154.
• Vesting basis: These were performance-based share units granted 02/22/2023; Compensation Committee determined vesting on 02/04/2026, resulting in 63.58% vesting (footnote).
• Shares owned after transaction: Not specified in the amended filing.
• Filing status: Amended Form 4 — provides final withholding calculations (footnote indicates shares were withheld to cover tax obligations).

Context

This was a vesting of performance-based awards, not an open-market purchase or a sale for investment purposes. The transfer of shares back to the company was for tax withholding (a common cashless method) rather than a market sale; the disposition code F indicates shares were surrendered to the issuer to satisfy tax liabilities. Amended filings of this type typically update final share-withholding numbers and do not, by themselves, imply a change in insider sentiment.