Business Context and Reporting Period
This Form 8-K was filed by Essential Utilities, Inc. on August 17, 2026. The filing serves as a voluntary disclosure under Regulation FD regarding the pending merger between Essential Utilities and American Water Works Company, Inc. (American Water). The report incorporates by reference the unaudited consolidated financial statements of American Water as of June 30, 2026, to support Essential Utilities' Registration Statement on Form S-3.
Key Financial Metrics
This filing does not contain financial metrics for Essential Utilities, Inc. It solely furnishes the historical unaudited consolidated financial statements of American Water Works Company, Inc. for the three and six months ended June 30, 2026, and June 30, 2025, as an exhibit. The filing explicitly states that these American Water statements have not been independently validated by Essential Utilities and do not modify or update Essential Utilities' own financial statements.
Material Changes
No material changes to Essential Utilities' operations or financial condition are reported in this document. The primary event is the continuation of the Merger Agreement entered into on October 26, 2025, under which a subsidiary of American Water will merge with Essential Utilities. The transaction remains subject to customary closing conditions, including regulatory approvals.
Guidance, Outlook, and Risks
The filing includes a cautionary statement regarding forward-looking statements, noting that actual results may differ due to various risks. Specific risks associated with the proposed merger include:
- A fixed exchange ratio that does not adjust for stock price fluctuations.
- Potential delays or failure to obtain required governmental and regulatory approvals.
- Imposition of burdensome conditions on the merger by regulators.
- Financial impacts on earnings, cash flows, and the ability to pay dividends.
- Risks of litigation related to the merger.
- Changes in key management and personnel.
General business risks cited include regulation, abnormal weather, geopolitical forces, inflation, supply chain pressures, and cyber-attacks.
Investor Verification Checklist
- Verify the status of regulatory approvals required to close the merger with American Water.
- Review the definitive joint proxy statement/prospectus (Schedule 14A) filed on December 31, 2025, for detailed merger terms.
- Confirm the fixed exchange ratio details and potential impact on shareholder value given market volatility.
- Monitor Essential Utilities' separate 10-Q filings for the company's actual financial performance, as this 8-K only contains American Water's data.
- Assess the likelihood of transaction costs or termination events affecting the deal timeline.