Essential Utilities, Inc. 8-K

What Happened
Essential Utilities, Inc. (WTRG) filed an 8‑K on March 25, 2026 confirming the previously announced merger agreement dated October 26, 2025 under which Alpha Merger Sub, Inc. (a wholly owned subsidiary of American Water) will merge into Essential Utilities, leaving Essential as a wholly owned subsidiary of American Water upon closing. With American Water’s consent, Essential furnished as Exhibit 99.1 the historical audited consolidated financial statements of American Water Works Company, Inc. (AW) included in AW’s Form 10‑K filed February 18, 2026. The merger has not yet closed and remains subject to customary closing conditions, including required regulatory approvals.

Key Details

• Merger Agreement date: October 26, 2025; previously disclosed by Essential on Form 8‑K filed October 27, 2025.
• Furnished exhibit: AW’s audited consolidated financial statements as of Dec 31, 2025 and 2024 and for each of the three years ended Dec 31, 2025 (from AW’s Feb 18, 2026 Form 10‑K).
• Essential did not independently validate AW’s financials; the statements were prepared by American Water.
• The Form 8‑K and Exhibit 99.1 are incorporated by reference into Essential’s registration statement on Form S‑3 (File No. 333‑277563). For more merger context, see Essential’s Form 10‑K (filed Feb 26, 2026) and the joint proxy/prospectus on Schedule 14A (filed Dec 31, 2025).

Why It Matters
Furnishing American Water’s audited financial statements gives investors direct access to the target company’s recent audited results, which are material to evaluating the combined business and the pending transaction. The merger would change Essential’s ownership (to a wholly owned subsidiary of American Water) but is still subject to regulatory approvals and other closing conditions, so the transaction is not final. Investors should review AW’s audited financials and Essential’s SEC filings referenced above for details on financial condition, risks, and next steps.