American Water Works Company, Inc. 8-K

What Happened
American Water Works Company, Inc. (AWK) announced that its shareholders approved the issuance of shares required for the proposed merger with Essential Utilities, Inc. at a special meeting held on February 10, 2026. The vote followed the Agreement and Plan of Merger dated October 26, 2025. A quorum was present: 161,221,863 shares (82.6% of outstanding common stock as of the December 29, 2025 record date).

Key Details

• Shareholder vote on Share Issuance Proposal: For 160,422,727; Against 581,842; Abstain 217,294.
• Shares represented at the meeting: 161,221,863 (82.6% of issued and outstanding common stock).
• Merger Agreement dated October 26, 2025; completion remains subject to additional conditions, including Hart‑Scott‑Rodino clearance and required regulatory approvals (including public utility commissions).
• AWK and Essential issued a joint press release on February 10, 2026 announcing the shareholder approvals (filed as Exhibit 99.1).

Why It Matters
The shareholder approval is a major procedural step that clears the way for the merger to proceed, but the merger is not yet complete. Investors should note the deal still requires antitrust clearance and regulatory approvals, which will determine the final timing and likelihood of closing. Watch for updates on HSR clearance, state public utility commission decisions, and any revised terms or timelines disclosed in future filings.