American Water Works收购Essential Utilities案：宾州公用事业委员会行政法官发布临时命令，确认双方达成非一致和解（仍需PaPUC批准）

----- e26365_wtrg-8k.htm -----
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
28, 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, par value $0.50 per share
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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.
Administrative Law Judges’ Order in Pennsylvania Public Utility
Commission (the “PaPUC”) Proceedings with respect to Proposed Merger with Essential Utilities, Inc.
On August 28, 2026, in the proceeding before the PaPUC
related to the proposed merger of Essential Utilities, Inc. (“Essential Utilities”) with and into a wholly owned subsidiary
of American Water Works Company, Inc. (“American Water” or the “Company”), the Administrative Law Judges (the
“ALJs”) issued an interim order that stated, among other things, that American Water, Essential Utilities, and certain of
their affiliates had reached a non-unanimous settlement in this proceeding. The non-unanimous settlement is subject to the approval of
the PaPUC.
The information furnished in response to this Item 7.01
shall not be deemed to be “filed” for purposes of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as shall be expressly set forth by specific
reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this communication are
forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities
Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such
as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,”
“predict,” “project,” “propose,” “assume,” “forecast,” “outlook,”
“future,” “likely,” “pending,” “goal,” “objective,” “potential,”
“continue,” “seek to,” “may,” “can,” “will,” “should” and “could,”
or the negative of such terms or other variations or similar expressions. Forward-looking statements may relate to, among other things:
statements about the benefits of the proposed merger, including future financial and operating results; the parties’ respective
plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the merger and related transactions;
the results of any strategic review; expected synergies of the proposed merger; the timing and result of various regulatory proceedings
related to the proposed merger, and other general rate cases, filings for infrastructure surcharges and other governmental agency authorizations
and proceedings, and filings to address regulatory lag; the combined company’s ability to execute its current and long-term business,
operational, capital expenditures and growth plans and strategies; the amount, allocation and timing of projected capital expenditures
and related funding requirements; the future impacts of increased or increasing transaction and financing costs associated with the proposed
merger or otherwise, as well as inflation and interest rates; each party’s ability to finance current and projected operations,
capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources of short-term liquidity;
impacts of the proposed merger on the future settlement or settlements of a party’s forward sale agreements, including potential
adjustments to the forward sale price or other economic terms thereunder, and the amount of and the intended use of net proceeds from
any such future settlement or settlements; the outcome and impact on other governmental and regulatory investigations; the filing of class
action lawsuits and other litigation and legal proceedings related to the proposed merger; the ability to complete, and the timing and
efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives; each party’s
ability to comply with new and changing environmental regulations; regulatory, legislative, tax policy or legal developments; and impacts
that future significant tax legislation may have on each such party and on its business, results of operations, cash flows and liquidity.
These forward-looking statements are predictions based
on currently available information, the parties’ current respective expectations and assumptions regarding future events that American
Water and Essential Utilities believe to be reasonable. They are not, however, guarantees or assurances of any outcomes, performance or
achievements, and readers are cautioned not to place undue reliance upon them. You should not regard any forward-looking statement as
a representation or warranty by American Water, Essential Utilities or any other person that the expectation, plan or objective expressed
in such forward-looking statement will be successfully achieved in any specified time frame, or at all. The forward-looking statements
are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may
differ materially from those discussed in the forward-looking statements included in this communication as a result of the factors discussed
in American Water’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange
Commission (the “SEC”) on February 18, 2026 (available at: ir.amwater.com), Essential Utilities’ Annual Report on Form
10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026 (available at: essential.co), and each party’s
other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties’ ability to consummate
the proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party’s requirement to obtain required
governmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome
or commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected
benefits of the proposed merger); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement;
(4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing
to consummate the proposed merger; (6) the failure to integrate the parties’ businesses successfully; (7) the failure to fully realize
benefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer
to realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on the
market price of American Water’s or Essential Utilities’ common stock; (9) the risk of litigation, legal proceedings or other
challenges related to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships
with customers, employees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders;
(11) the diversion of each party’s management’s time and attention from ongoing business operations and opportunities of such
party on merger-related matters; (12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility
industries; (13) the ability of each party to manage its respective existing operations and financing arrangements on favorable terms
or at all, including with respect to future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental
laws and regulations regarding each party’s respective operations that may adversely impact such party’s businesses or increase
the cost of operations; (15) changes in each party’s key management and personnel; (16) changes in tax laws that could adversely
affect beneficial tax treatment of the proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and
wastewater industries, which could adversely affect the parties’ respective utility subsidiaries; and (18) other economic, business
and other factors, including inflation, interest rate fluctuations or tariffs. The foregoing factors should not be construed as exhaustive.
These forward-looking statements are qualified by, and
should be read together with, the risks and uncertainties set forth above and the risk factors included in American Water’s and
Essential Utilities’ respective annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus,
as filed with the SEC on December 31, 2025 (available at: https://www.sec.gov/Archives/edgar/data/1410636/000119312525337598/d15683d424b3.htm),
and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking
statements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any
obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed
circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it
is not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess the
impact of any such factor on American Water’s or Essential Utilities’ businesses, viewed independently or together, or the
extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking
statement.
Proposed Merger
For additional information regarding the proposed merger,
please see American Water’s registration statement on Form S-4 (Registration No. 333-292182), which was declared effective by the
SEC on December 30, 2025, and the other documents that American Water or Essential Utilities has filed or may file with the SEC.
No Offer or Solicitation
This communication is for informational purposes and
is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
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.
Dated: August 31, 2026
By:
/s/
Christopher P. Luning
Christopher
P. Luning
Executive Vice President, General Counsel