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425SEC Filing

WTRG and American Water Secure Kentucky PSC Approval for Merger Deal

April 22, 2026 at 12:00 AM

πŸ“£ What This Document Is

This is a joint press release announcing a massive, planned merger between American Water Works Company, Inc., and Essential Utilities, Inc. It is an update intended to keep investors and the public informed about the key regulatory milestones achieved in the deal.

πŸ‘‰ This release confirms that the companies have secured the Kentucky Public Service Commission (PSC)'s approval, which is a major regulatory hurdle cleared on April 22, 2026. This moves the combined company significantly closer to completing the merger.

🏒 What American Water Does

American Water is described as the largest regulated water and wastewater utility company in the United States. It has a long history, having operated since 1886.

πŸ‘‰ They provide critical infrastructure services, ensuring safe, clean, reliable, and affordable drinking water and wastewater services to millions of people. They operate in 14 states and also on 18 military installations, serving approximately 14 million people.

πŸ’Ž What Essential Utilities Does

Essential Utilities also operates in the critical utility space, delivering services that are vital to daily life. The company focuses on water, wastewater, and natural gas.

πŸ‘‰ Essential serves approximately 5.5 million people across nine states. The company operates using the Aqua and Peoples brands, emphasizing its commitment to sustainable growth and environmental stewardship.

🀝 The Proposed Merger Details

The core of this document is the announced combination of the two companies. This is an all-stock transaction that, if completed, will create a utility giant with immense reach.

πŸ‘‰ The combined company will operate under the American Water name and will be headquartered in Camden, New Jersey. The merger is expected to combine massive service areas, reaching over 4.7 million water/wastewater customer connections and more than 740,000 gas customer connections.

πŸ“… Merger Timeline and Status

This section outlines how close the combined company is to becoming a reality, and what remains on the agenda. The timeline is progressing, but there are still significant legal and bureaucratic steps to complete.

πŸ‘‰ While the merger is expected to close by the end of the first quarter of 2027, it is not guaranteed. It still requires several "customary closing conditions" to be met. These include clearance under the federal Hart-Scott-Rodino Act and required approvals from all applicable public utility commissions.

🚧 Legal and Regulatory Approval

This is the biggest piece of news in the release. The joint announcement emphasizes the critical milestone of gaining regulatory sign-off.

πŸ‘‰ The approval by the Kentucky Public Service Commission (PSC) is highlighted as the first major regulatory clearance in the path to completing the deal. This approval follows the successful vote by shareholders of both companies at their respective special shareholder meetings in February 2026.

🚨 Forward-Looking Risks and Disclaimer

Because this is a merger announcement, the filing includes an extremely detailed cautionary statement. This legal section is important because it outlines all the uncertainties and risks the combined entity faces.

πŸ‘‰ Investors must know that the companies are cautioning readers about numerous external factors that could derail or change the scope of the merger. These factors include: changes in inflation or interest rates, the outcome of potential legal challenges, and the ability to comply with new or changing environmental regulations.

πŸ“§ Key Contact Information

When a company is undergoing a massive change like a merger, communication is key. This section provides direct channels for investors and media to follow up on the details.

πŸ‘‰ Investors can contact American Water's Investor Relations department via Aaron Musgrave (856) 955-4029. Essential Utilities also provides dedicated contacts, such as Brian Dingerdissen for Investor Relations (610) 645-1191.

🧠 The Analogy

Think of this merger like two massive railroad companies (American Water and Essential Utilities) deciding to merge their entire networks into one super-train line. Getting the initial regulatory approvals, like the one from the Kentucky PSC, is like passing the last critical bridge inspection. The merger is approved and the blueprints are drawn, but the train still can't officially run until they clear federal inspections (HSR Act) and all local town council votes (other PUCs) are collected.

🧩 Final Takeaway

The merger is officially advancing, signaled by the Kentucky PSC approval, which is a major vote of confidence. However, the massive scale of the transaction means it is not guaranteed and remains highly subject to various regulatory hurdles, financing details, and economic changes.