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): May
14, 2026
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
_______________________________________________
(Former Name or Former Address, if Changed Since Last
Report)
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)
☐ 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))
☐ 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, $0.50 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. |
A joint press release of Essential Utilities, Inc., a Pennsylvania corporation
(“Essential Utilities” or the “Company”), and American Water Works Company, Inc., a Delaware corporation (“American
Water”), was issued on May 14, 2026 announcing that the Public Utilities Commission of Ohio issued an order approving the merger
of the Company and American Water.
A copy of this joint press release has been furnished
as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided
as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a
part of, this Current Report on Form 8-K.
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith
as noted below:
| Exhibit
No. |
|
Description |
| 99.1* |
|
Joint Press Release, dated May 14, 2026, issued by Essential Utilities, Inc. and American Water Works Company, Inc. |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are included
and formatted as Inline XBRL). |
* Furnished herewith
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: May 15, 2026 |
By: |
/s/
Christopher P. Luning |
| |
|
Christopher
P. Luning |
| |
|
Executive Vice President, General Counsel |
