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): August 27, 2025

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

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)

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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))

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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, $.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.

On August 27, 2025, Essential Utilities, Inc. (“Essential Utilities”) issued a press release announcing that its subsidiary, Aqua Infrastructure, LLC (“Aqua”, and together with Essential Utilities, the “Company”), has entered into an agreement with IEP Hummingbird Energy, LLC and International Electric Power III, LLC, as guarantor, pursuant to which the Company will invest in a project to develop a 1,400 acre, on-site powered data center, to be constructed in Greene County, Pennsylvania. The data center will be powered by 944 MW of behind-the-meter, natural gas combined cycle combustion turbines (CCGTs), supplemented by battery storage and back up from an existing interconnection with the electric grid. In connection with the project, the Company, through Aqua, plans to design, build, and operate an 18 MGD water treatment plant. Using raw water from the adjacent Monongahela River, this plant will support both power generation and data center cooling needs. In addition, the Company, through its subsidiary Peoples Natural Gas, LLC, the largest natural gas LDC in Western Pennsylvania, will provide natural gas consulting services and energy management services to the project.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be considered “filed” 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, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit

99.1		Press Release of the Company, dated August 27, 2025.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: August 27, 2025	By:	/s/ Christopher P. Luning
	Name:	Christopher P. Luning
	Title:	Executive Vice President, General Counsel

Essential Utilities, Inc. 8-K