Essential Utilities Includes American Water Accounts In Registration As Stock Merger Remains Pending
The accounts were already public; eligible Essential holders would receive 0.305 American Water shares for each share if the merger closes.
Essential Utilities, which owns water, wastewater and natural gas utilities, added American Water’s historical accounts to its securities registration Thursday in connection with their pending merger, according to its SEC filing. The step leaves Essential’s own financial statements unchanged and uses American Water results already published in its October 28 quarterly report.
The 0.305-Share Exchange
The companies agreed to the stock-for-stock merger on October 26, 2025. Under the share exchange, eligible Essential holders would get 0.305 American Water shares per Essential share, and Essential would become a wholly owned American Water subsidiary.
The exchange ratio is fixed: changes in either company’s stock price would not change the number of American Water shares offered for each Essential share. Essential’s filing identifies reduced ownership and voting interests for both companies’ shareholders as a merger risk.
American Water would keep its name and Camden, New Jersey, headquarters. Substantial Pennsylvania operations would remain, including Essential’s Bryn Mawr and Pittsburgh offices.
American Water’s Earnings And Merger Costs
The unaudited accounts cover American Water’s third quarter and first nine months of 2026, with comparisons for the corresponding 2025 periods. American Water prepared the accounts independently; Essential has not independently validated them.
American Water recorded merger-related expenses of $15 million in operating and maintenance costs during the first nine months of 2026, including $6 million in the third quarter.
Third-quarter revenue was $1,510 million, compared with $1,451 million a year earlier. Net income attributable to common shareholders rose to $387 million from $379 million, while diluted earnings per share stayed at $1.94.
For the first nine months, revenue reached $4,072 million against $3,869 million in 2025. Net income attributable to common shareholders was $898 million, compared with $873 million, and diluted earnings per share increased to $4.56 from $4.47.
Aqua And Peoples Under One Owner
Essential operates through the Aqua and Peoples brands. Its 2025 annual report describes utilities serving an estimated 5.5 million people across nine states, with water operations concentrated in Pennsylvania: Aqua Pennsylvania generated about 57% of regulated water operating revenue in 2025.
The Peoples subsidiaries serve approximately 747,000 natural gas customers, about 95% of them in western Pennsylvania. American Water’s principal business is owning water and wastewater utilities.
Utility commission approvals for the merger have been received in Kentucky, Ohio and Virginia. The transaction remains pending.
American Water estimates the merger will close by the end of the first quarter of 2027.
Sources
- 8-K Filing — Essential Utilities, Inc. (WTRG) — SEC EDGAR
- Exhibit d180657dex991.htm — Essential Utilities, Inc. 8-K exhibit — SEC EDGAR
- Essential Utilities Earnings: American Water Merger on Track for First-Quarter Close | Morningstar — morningstar.com
