Essential Utilities Files Joint Non‑Unanimous Settlement in PaPUC Merger Review

What Happened

• On September 15, 2026, American Water Works Company, Inc., its wholly owned Merger Sub, Essential Utilities, Inc., and certain affiliates filed a joint petition for a non‑unanimous settlement with the Pennsylvania Public Utility Commission (PaPUC) in connection with the proposed merger announced under a Merger Agreement dated October 26, 2025.
• The Settlement Agreement was entered into with the PaPUC’s Bureau of Investigation and Enforcement, the Office of the Consumer Advocate, the Office of the Small Business Advocate, and certain other parties; one or more parties in the PaPUC proceeding did not join the settlement. The Administrative Law Judges (ALJs) will first review the settlement and issue a Recommended Decision, which the PaPUC will then review for final approval.

Key Details

• Merger Agreement date: October 26, 2025 (American Water + Merger Sub + Essential Utilities).
• Settlement filing date with PaPUC: September 15, 2026.
• Settlement participants include PaPUC enforcement and consumer advocate offices; not all parties in the proceeding joined.
• Next steps: ALJs issue a Recommended Decision → PaPUC review and potential approval; outcome and timing are uncertain.

Why It Matters

• This filing reflects a material regulatory step in the approval process for the proposed merger. Regulatory approval (and any conditions imposed) is required for the merger to close, so outcomes in Pennsylvania could affect the transaction’s timing, terms, and anticipated benefits.
• The 8-K also reiterates standard forward‑looking disclosures and risk factors, noting there are no guarantees the merger will be completed or that regulatory reviews won’t impose conditions that could affect the combined company. Investors should monitor further PaPUC developments and related SEC filings for updates.