WTRG / Essential Utilities, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: May 29, 2026 The following communications regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. were publi

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: May 29, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Inquirer Changemaker Spotlight & Town Hall  C

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 Essentia

WTRG 8-K 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.

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 Essentia

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.

American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio

Exhibit 99.1 American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio CAMDEN, N.J. and BRYN MAWR, Pa., May 14, 2026 /PRNewswire/ - American Water Works Company, Inc. (NYSE: AWK) ("American Water") and Essential Utilities, Inc. (NYSE: WTRG) ("Essential Utilities") today announced that the Public Utilities Commission of Ohio (PUCO)

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: May 15, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Ohio Approval, Leadership Planning & OHI Surv

American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio

Exhibit 99.1 American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio CAMDEN, N.J. and BRYN MAWR, Pa., May 14, 2026 /PRNewswire/ - American Water Works Company, Inc. (NYSE: AWK) ("American Water") and Essential Utilities, Inc. (NYSE: WTRG) ("Essential Utilities") today announced that the Public Utilities Commission of Ohio (PUCO)

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 8, 2026 Essential Utilities, In

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 8, 2026 Essential Utilities, Inc.

PART I. FINANCIAL INFORMATION

Exhibit 99.1 PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS American Water Works Company, Inc. and Subsidiary Companies Consolidated Balance Sheets (Unaudited) (In millions, except share and per share data) March 31, 2026 December 31, 2025 ASSETS Property, plant and equipment $ 38,569 $ 37,955 Accumulated depreciation (7,496 ) (7,379 ) Property, plant and equipment, net 31

Security Type

Calculation of Filing Fee Tables S-3 Essential Utilities, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

As filed with the Securities and Exchange Commission on May 8, 2026

As filed with the Securities and Exchange Commission on May 8, 2026 Registration No.

The Company’s effective tax rate was an expense of 2.8% and a benefit of 7.8% for the three months ended March 31, 2026 and 2025, respectively. The change in the effective tax rate for the three months ended March 31, 2026 over the first three months

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Essential Utilities Reports Q1 2026 Results Affirms Financial and Growth Guidance

Exhibit 99.1 Essential Utilities Reports Q1 2026 Results Affirms Financial and Growth Guidance · GAAP Earnings of $0.79 per share for Q1 2026 and adjusted earnings per share of $0.83 (non-GAAP); Q1 2026 non-GAAP results exclude $0.04 of transaction costs associated with the pending merger with American Water · Affirms anticipated growth in earnings per share at a compound annual growth rate of 5 t

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 6, 2026 Essential

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 6, 2026 Essential Utilities, Inc.

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): April 29, 2026 Essent

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): April 29, 2026 Essential Utilities, Inc.

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: April 24, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Thank You & Merger Hearings  Colleagues, I’

American Water and Essential Utilities Receive Kentucky Public Service Commission Approval for Proposed Merger

Exhibit 99.1 American Water and Essential Utilities Receive Kentucky Public Service Commission Approval for Proposed Merger CAMDEN, N.J. and BRYN MAWR, Pa. – April 22, 2026 – American Water Works Company, Inc. (NYSE: AWK) (“American Water”) and Essential Utilities, Inc. (NYSE: WTRG) (“Essential Utilities”) today announced that the Kentucky Public Service Commission (PSC) has approved the companies

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): April 22, 2026 Essent

WTRG 8-K 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): April 22, 2026 Essential Utilities, Inc.

American Water and Essential Utilities Receive Kentucky Public Service Commission Approval for Proposed Merger

Exhibit 99.1 American Water and Essential Utilities Receive Kentucky Public Service Commission Approval for Proposed Merger CAMDEN, N.J. and BRYN MAWR, Pa. – April 22, 2026 – American Water Works Company, Inc. (NYSE: AWK) (“American Water”) and Essential Utilities, Inc. (NYSE: WTRG) (“Essential Utilities”) today announced that the Kentucky Public Service Commission (PSC) has approved the companies

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): April 22, 2026 Essent

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): April 22, 2026 Essential Utilities, Inc.

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: April 10, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Survey Thank You & Updates  Colleagues, As

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: March 27, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Public Input Hearings & OHI Survey Reminder

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 6 Consolidated Statements of Comprehensive Income for the years ended

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): March 25, 2026 Essential Utilities,

Table of Contents 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): March 25, 2026 Essential Utilities, Inc.

ARS

2 | ESSENTIAL UTILITIES Essential by the Numbers OUR IMPACT 4,900 employee volunteer hours $7.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

$500,000,000 ESSENTIAL UTILITIES, INC. 5.125% Senior Notes due 2036

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 Prospectus Supplement (To Prospectus dated March 1, 2024) $500,000,000 ESSENTIAL UTILITIES, INC. 5.125% Senior Notes due 2036 We are offering $500,000,000 aggregate principal amount of our 5.125% Senior Notes due 2036 (the “notes”). The notes will bear interest at the rate of 5.125% per year and will mature on March 15, 2036. Interest on

Calculation of Filing Fee Tables(1) 424(b)(5) (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

N/A Exhibit 107 Calculation of Filing Fee Tables(1) 424(b)(5) (Form Type) Essential Utilities, Inc.

ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Tenth Supplemental Indenture Dated as of March 9, 2026 to Indenture Dated as of April 23, 2019 $500,000,000 5.125%

Exhibit 4.3 ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Tenth Supplemental Indenture Dated as of March 9, 2026 to Indenture Dated as of April 23, 2019 $500,000,000 5.125% Senior Notes due 2036 Table of Contents Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope of

Essential Utilities, Inc. $500,000,000 5.125% Senior Notes due 2036 Underwriting Agreement

Exhibit 1.1 Essential Utilities, Inc. $500,000,000 5.125% Senior Notes due 2036 Underwriting Agreement March 5, 2026 Barclays Capital Inc. PNC Capital Markets LLC RBC Capital Markets, LLC As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 c/o PNC Capital Markets LLC 300 Fifth Av

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): March 9, 2026 Essenti

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): March 9, 2026 Essential Utilities, Inc.

Essential Utilities, Inc. $500,000,000 5.125% Senior Notes due 2036

Filed pursuant to Rule 433 Dated March 5, 2026 Issuer Free Writing Prospectus supplementing the Preliminary Prospectus Supplement dated March 5, 2026 and the Prospectus dated March 1, 2024 Registration No.

SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated March 5, 2026

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: March 2, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update  Dear Colleagues, I wanted to share an update

ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES

Exhibit 21.1  ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES    The following table lists the significant subsidiaries and other active subsidiaries of Essential Utilities, Inc. at December 31, 2025:   Aqua Pennsylvania, Inc. (Pennsylvania) Aqua Resources, Inc. (Delaware) Essential Utilities Services, Inc. (Pennsylvania) Aqua Services, Inc. (Pennsylvania) Aqua Infrastructure, LLC (Pennsylvania)

Essential Utilities Reports Financial Results for Full Year 2025

Exhibit 99.1 Essential Utilities Reports Financial Results for Full Year 2025 · Earnings per share increases to $2.20 for Full Year 2025 · Record $1.4 billion invested in infrastructure during the year · Shareholder approval secured for announced merger with American Water BRYN MAWR, Pa. (February 25th, 2026) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the fourth quarter and

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K (the “Annual Report”) of which this exhibit is a part, Essential Utilities, Inc. (the “Registrant”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange A

Income Tax Accounting Method Change – The Company uses the flow-through method to account for the repairs tax deduction for qualifying utility infrastructure at its regulated Pennsylvania and New Jersey subsidiaries. The flow-through method of record

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 1-6659 ESSENTIAL UTILITIE

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): February 25, 2026 Ess

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): February 25, 2026 Essential Utilities, Inc.

SCHEDULE OF CHANGE IN CONTROL AGREEMENTS

Exhibit 10.10.1   SCHEDULE OF CHANGE IN CONTROL AGREEMENTS  In accordance with Instruction 2 to Item 601 of Regulation S-K, Essential Utilities, Inc. (the “Company”) has omitted filing Change in Control Agreements by and between the Company and the following executive officers because the agreements are substantially identical in all material respects to the form of Change in Control Agreement

SCHEDULE OF SUPPLEMENTAL INDENTURES SUBSTANTIALLY IDENTICAL TO FORM OF SUPPLEMENTAL INDENTURE DURING AND AFTER 2014

Exhibit 4.2.6.1  SCHEDULE OF SUPPLEMENTAL INDENTURES SUBSTANTIALLY IDENTICAL TO FORM OF SUPPLEMENTAL INDENTURE DURING AND AFTER 2014 In accordance with Instruction 2 to Item 601 of Regulation S-K, the Registrant has omitted filing the following Supplemental Indentures by and between Aqua Pennsylvania, Inc. and The Bank of New York Mellon Trust Company, N.A. because they are substantially identica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 10, 2026 Essential Utili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 10, 2026 Essential Utilities, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-06659 Pennsylvania 23-1702594 (State or other jurisdicti

American Water and Essential Utilities Shareholders Approve Merger-Related Proposals at Special Shareholder Meetings

Exhibit 99.1 American Water and Essential Utilities Shareholders Approve Merger-Related Proposals at Special Shareholder Meetings CAMDEN, N.J. and BRYN MAWR, Pa. – February 10, 2026 – American Water Works Company, Inc. (NYSE: AWK) (“American Water”) and Essential Utilities, Inc. (NYSE: WTRG) (“Essential Utilities”) announced that, at their respective special shareholder meetings held earlier today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 10, 2026 Essential Utili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 10, 2026 Essential Utilities, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-06659 Pennsylvania 23-1702594 (State or other jurisdicti

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: February 4, 2026 The following information was published on a website regarding the merger between American Water Works Company, Inc. an

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: January 23, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – IMO & Upcoming Shareholder Vote Colleague

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: January 22, 2026 The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Esse

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: January 7, 2026 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Definitive Proxy Statement Filed Colleague

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: December 22, 2025 The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Es

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: December 22, 2025 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update – Integration Partner Selected & Regulatory

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: December 8, 2025 TO: All Essential Employees ([email protected]) FROM: Chris Franklin SUBJECT: Integration Planning Update – Regula

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 21, 2025 TO: All Essential Employees FROM: Chris Franklin SUBJECT: Integration Planning Update Colleagues, As integration planning efforts

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425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 20, 2025 The following information was posted to the American Water Works Company, Inc. (“American Water”) intranet site on No

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 20, 2025 The following letter was posted to the Investor Relations section of Essential Utilities, Inc.’s website on November 20, 2025: Ess

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 20, 2025 The following communication regarding the merger between American Water Works Company, Inc. (“American Water”) and Es

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 7, 2025 The following communication regarding the merger between American Water Works Company, Inc. (“American Water”), and Es

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 6, 2025 The following email was sent to all employees of Essential Utilities, Inc. on November 6,2025 regarding the merger between American

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): November 4, 2025 Esse

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): November 4, 2025 Essential Utilities, Inc.

The Company’s effective tax rate was an expense of 4.5% and a benefit of 2.5% for the three and nine months ended September 30, 2025, respectively. The Company’s effective tax rate was an expense of 18.6% and 1.7% for the three and nine months ended

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Essential Utilities Reports Third Quarter 2025 Results

Exhibit 99.1 Essential Utilities Reports Third Quarter 2025 Results · Earnings per share of $0.33 for Q3 2025 vs. $0.25 for Q3 2024 · For 2025, expect to achieve GAAP earnings per share above the prior guidance range of $2.07-$2.11 due to non-recurring benefits; reaffirm long-term guidance · Invested $983 million in the first nine months of the year; on track to invest $1.4 to $1.5 billion in infr

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425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: November 3, 2025 The following is an excerpt from the transcript of a recording of a town hall meeting with employees of American Water

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 29, 2025 The following communication regarding the merger between American Water Works Company, Inc. (“American Water”), and Es

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 28, 2025 The following is a transcript and related presentation for an employee town hall held by American Water Works Company,

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following FAQ was sent to employees of Essential Utilities, Inc. on October 27, 2025 WTRG Employee FAQ 1. What was announced? W

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425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following information was published on social media platforms regarding the merger between American Water Works Company, Inc. a

AGREEMENT AND PLAN OF MERGER by and among AMERICAN WATER WORKS COMPANY, INC., ALPHA MERGER SUB, INC. ESSENTIAL UTILITIES, INC. Dated as of October 26, 2025 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AMERICAN WATER WORKS COMPANY, INC., ALPHA MERGER SUB, INC. and ESSENTIAL UTILITIES, INC. Dated as of October 26, 2025 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following information was published on a website regarding the merger between American Water Works Company, Inc. a

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following is a transcript of a video of remarks of John C. Griffith, President and Chief Executive Officer of Amer

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following email regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was

American Water and Essential Utilities to Merge as a Leading Regulated U.S. Water and Wastewater Utility Combined Company Will Serve 4.7 Million Water and Wastewater Connections Across 17 States; Combined Water and Wastewater Rate Base of Approximate

Exhibit 99.1 American Water and Essential Utilities to Merge as a Leading Regulated U.S. Water and Wastewater Utility Combined Company Will Serve 4.7 Million Water and Wastewater Connections Across 17 States; Combined Water and Wastewater Rate Base of Approximately $29.3 Billion Increases Scale, Geographic Diversity and Customer-Centric Capabilities to Deliver Best-in-Class Service to Existing and

American Water & Essential Utilities Merger Uniting Two of the Nation’s Premier Water Utilities to Deliver Improved Scale and Long - Term Value OCTOBER 27, 2025

Exhibit 99.1 American Water & Essential Utilities Merger Uniting Two of the Nation’s Premier Water Utilities to Deliver Improved Scale and Long - Term Value OCTOBER 27, 2025 Forward Looking Statements 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

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following letter regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was sent to cust

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following letter regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was sent to cust

Essential Utilities and American Water to Merge as a Leading Regulated U.S Water and Wastewater Utility

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following information was published on the intranet of Essential Utilities, Inc. on October 27, 2025. WTRG Intranet Content Ess

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 Essential Utilit

WTRG 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 Essential Utilities, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-06659 Pennsylvania 23-1702594 (State or other ju

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

American Water and Essential Utilities to Merge as a Leading Regulated U.S. Water and Wastewater Utility

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

NYSE: WTRG Confidential October 27, 2025 American Water and Essential Utilities to Combine Advancing our mission to provide safe, clean, reliable and affordable water and wastewater services Employee Town Hall Filed by Essential Utilities, Inc. pursu

NYSE: WTRG Confidential October 27, 2025 American Water and Essential Utilities to Combine Advancing our mission to provide safe, clean, reliable and affordable water and wastewater services Employee Town Hall Filed by Essential Utilities, Inc.

American Water & Essential Utilities Merger Uniting Two of the Nation’s Premier Water Utilities to Deliver Improved Scale and Long - Term Value OCTOBER 27, 2025

Exhibit 99.1 American Water & Essential Utilities Merger Uniting Two of the Nation’s Premier Water Utilities to Deliver Improved Scale and Long - Term Value OCTOBER 27, 2025 Forward Looking Statements 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 American Water W

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 American Water Works Company, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34028 Delaware 51-0063696 (State or other ju

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following letter regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was sent to cert

American Water and Essential Utilities to Merge as a Leading Regulated U.S. Water and Wastewater Utility Combined Company Will Serve 4.7 Million Water and Wastewater Connections Across 17 States; Combined Water and Wastewater Rate Base of Approximate

Exhibit 99.1 American Water and Essential Utilities to Merge as a Leading Regulated U.S. Water and Wastewater Utility Combined Company Will Serve 4.7 Million Water and Wastewater Connections Across 17 States; Combined Water and Wastewater Rate Base of Approximately $29.3 Billion Increases Scale, Geographic Diversity and Customer-Centric Capabilities to Deliver Best-in-Class Service to Existing and

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following letter was sent to employees of Essential Utilities, Inc. on October 27, 2025. WTRG Employee Letter From: Chris Frank

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following letter regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was sent to cust

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communications regarding the merger between American Water Works Company, Inc. and Essential Utilities,

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following email regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was

All People Leader Toolkit American Water & Essential Utilities Merger This toolkit is not for distribution. It is intended to help you plan for conversations with your teams and external stakeholders regarding our combination with American Water. Oct

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following materials were distributed to senior leaders of Essential Utilities, Inc. in connection with the merger between Ameri

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following email regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following communication regarding the merger between American Water Works Company, Inc. and Essential Utilities, I

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following is a transcript of a joint conference call held by John Griffith, President and CEO of American Water Wo

AGREEMENT AND PLAN OF MERGER by and among AMERICAN WATER WORKS COMPANY, INC., ALPHA MERGER SUB, INC. ESSENTIAL UTILITIES, INC. Dated as of October 26, 2025 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AMERICAN WATER WORKS COMPANY, INC., ALPHA MERGER SUB, INC. and ESSENTIAL UTILITIES, INC. Dated as of October 26, 2025 TABLE OF CONTENTS Page Article I THE MERGER Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Organizational Documents of the Surviving

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 Essential Utilit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2025 Essential Utilities, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-06659 Pennsylvania 23-1702594 (State or other jurisdictio

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following is a transcript of a video published on a website regarding the merger between American Water Works Comp

Filed by American Water Works Company, Inc.

425 Filed by American Water Works Company, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following email regarding the merger between American Water Works Company, Inc. and Essential Utilities, Inc. was

Filed by Essential Utilities, Inc.

Filed by Essential Utilities, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Essential Utilities, Inc. Commission File No.: 001-06659 Date: October 27, 2025 The following is a transcript of a video made for employees of Essential Utilities, Inc. on October 27, 2025. WTRG Employee Video T

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Exhibit 99.2 FOR IMMEDIATE RELEASE Essential Utilities to invest $26 Million in Major Data Center in Western Pennsylvania · To build ~18 million gallon per day (MGD) water treatment plant · Water plant to serve on-site power plant and data center · Essential to provide natural gas consultive services and energy management services to the project Bryn Mawr, PA — August 27, 2025 — Essential Utilitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 27, 2025 Essential Utiliti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A 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 27, 2025 Essential Utilities, Inc.

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Exhibit 99.1 FOR IMMEDIATE RELEASE Essential Utilities to invest in Major Data Center in Western Pennsylvania · To build ~18 million gallon per day (MGD) water treatment plant · Water plant to serve on-site power plant and data center · Provide natural gas consultive services and energy management services to the power plant Bryn Mawr, PA — August 27, 2025 — Essential Utilities (NYSE: WTRG) today

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 27, 2025 Essential Utilities

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 27, 2025 Essential Utilities, Inc.

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 7, 2025 Essential Utilities,

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 7, 2025 Essential Utilities, Inc.

ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Ninth Supplemental Indenture Dated as of August 7, 2025 to Indenture Dated as of April 23, 2019 $500,000,000 5.250%

Exhibit 4.3 ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Ninth Supplemental Indenture Dated as of August 7, 2025 to Indenture Dated as of April 23, 2019 $500,000,000 5.250% Senior Notes due 2035 Table of Contents Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope of

Essential Utilities, Inc. $500,000,000 5.250% Senior Notes due 2035 Underwriting Agreement

Exhibit 1.1 Essential Utilities, Inc. $500,000,000 5.250% Senior Notes due 2035 Underwriting Agreement August 5, 2025 BofA Securities, Inc. Wells Fargo Securities, LLC Huntington Securities, Inc. As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto, c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Wells Fargo Securities, LLC 5

Calculation of Filing Fee Tables(1) 424(b)(5) (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables(1) 424(b)(5) (Form Type) Essential Utilities, Inc.

$500,000,000 ESSENTIAL UTILITIES, INC. 5.250% Senior Notes due 2035

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 Prospectus Supplement (To Prospectus dated March 1, 2024) $500,000,000 ESSENTIAL UTILITIES, INC. 5.250% Senior Notes due 2035 We are offering $500,000,000 aggregate principal amount of our 5.250% Senior Notes due 2035 (the “notes”). The notes will bear interest at the rate of 5.250% per year and will mature on August 15, 2035. Interest o

SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated August 5, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

Essential Utilities, Inc. $500,000,000 5.250% Senior Notes due 2035

Filed pursuant to Rule 433 Dated August 5, 2025 Issuer Free Writing Prospectus supplementing the Preliminary Prospectus Supplement dated August 5, 2025 and the Prospectus dated March 1, 2024 Registration No.

The Company’s effective tax rate was an expense of 4.1% and a benefit of 4.3% for the three and six months ended June 30, 2025, respectively. The Company’s effective tax rate was an expense of 2.4% and a benefit of 2.6% for the three and six months e

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Amended and Restated Credit Agreement, dated June 3, 2025, by and between PNG Companies, LLC and PNC Bank, National Association and TD Bank, N.A.

EXECUTION VERSION CUSIP No. 69349CAP3 REVOLVER CUSIP No. 69349CAQ15  AMENDED AND RESTATED CREDIT AGREEMENT among PNG COMPANIES LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and PNC CAPITAL MARKETS LLC, as Lead Arranger and Sole Bookrunner Dated as of June 3, 2025   TABLE OF CONTENTS 48  Page SECTION 1. DEFINITI

Bond Purchase Agreement, dated May 29, 2025, by and between Aqua Pennsylvania and The Bank of New York Mellon Trust Company, N.A.

Exhibit 10.3   Execution Version     AQUA PENNSYLVANIA, INC. $100,000,000  $75,000,000 First Mortgage Bonds, 5.38% Series due May 31, 2035 $25,000,000 First Mortgage Bonds, 5.63% Series due May 31, 2040 Bond Purchase Agreement Dated as of May 29, 2025         TABLE OF CONTENTS   SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF BONDS 1 SECTION 2. SALE AND PURCHASE OF BONDS 2 SECTIO

Second Amended and Restated Revolving Credit Agreement, dated June 3, 2025, by and between Aqua Pennsylvania and PNC Bank, National Association, TD Bank, N.A., Citizens Bank of Pennsylvania, and Huntington National Bank

EXECUTION VERSION DEAL CUSIP No. 03837YAA6 REVOLVER CUSIP No. 03837YAB4 Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT among AQUA PENNSYLVANIA, INC. and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as Agent and PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Bookrunner Dated as of June 3, 2025 TABLE OF CONTENTS    Page BACKGROUND 1 SECTION 1. DEFINITIONS 1 1.1 De

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): July 31, 2025 Essenti

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): July 31, 2025 Essential Utilities, Inc.

Essential Utilities Reports Strong Second Quarter 2025 Results

Exhibit 99.1 Essential Utilities Reports Strong Second Quarter 2025 Results · Earnings per share of $0.38 for Q2 2025 vs. $0.28 for Q2 2024 · For 2025, expect to achieve GAAP earnings per share above guidance range of $2.07-$2.11 due to non-recurring benefits; reaffirm long-term targets · Increased quarterly dividend 5.25% · Invested $613 million in the first half of the year; on track to invest o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-6659 A. Full title of the plan and the ad

The Company’s effective tax rate was a benefit of 7.8% and 4.2% for the three months ended March 31, 2025 and 2024, respectively. The increase in the income tax benefit in the first quarter of 2025 is primarily attributed to the release of $22,575 of

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 12, 2025 Essential Utilities, Inc.

Essential Utilities Reports Strong First Quarter 2025 Results, 2025 Guidance and Long-Term Targets Affirmed

Exhibit 99.1 Essential Utilities Reports Strong First Quarter 2025 Results, 2025 Guidance and Long-Term Targets Affirmed · Earnings per share of $1.03 for Q1 2025 vs. $0.97 for Q1 2024 · 2025 earnings per share guidance range of $2.07 to $2.11 affirmed · Long-term targets also affirmed · Invested $270.5 million in the first three months of the year; on track to invest $1.4 to $1.5 Billion in infra

Submission of Matters to a Vote of Security Holders

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 7, 2025 Essential Utilities, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ☒ Filed by the Registrant ☐ Filed by a Party other than the Regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

ARS

440942Essential Annual Report 2024030425.indd 1 3/5/25 7:00 PM 440942Essential Annual Report 2024030425CVR.indd 1-3 3/5/25 7:27 PM2024 ANNUAL REPORT 2024 Year in Review Our Impact 4,500 employee volunteer hours $5M in charitable donations 550+ community organizations supported Our Footprint 9 states 5.5 million people served 1.9 million customer connections 3,200+ employees $27 million invested in

Other Events

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): March 19, 2025 Essential Utilities, Inc.

Schedule of Outstanding Supplemental Indentures during and after 2014

Exhibit 4.2.7.1  SCHEDULE OF SUPPLEMENTAL INDENTURES SUBSTANTIALLY IDENTICAL TO FORM OF SUPPLEMENTAL INDENTURE DURING AND AFTER 2014 In accordance with Instruction 2 to Item 601 of Regulation S-K, the Registrant has omitted filing the following Supplemental Indentures by and between Aqua Pennsylvania, Inc. and The Bank of New York Mellon Trust Company, N.A. because they are substantially identica

Description of Securities of Essential Utilities, Inc.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of the Annual Report on Form 10-K (the “Annual Report”) of which this exhibit is a part, Essential Utilities, Inc. (the “Registrant”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange A

Restricted Stock Unit Grant Terms and Conditions

Exhibit 10.7.2 Form of 2025 Restricted Stock Unit Grant Agreement ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN 2025 RESTRICTED STOCK UNIT GRANT TERMS AND CONDITIONS 1.Grant of Restricted Units. These Restricted Stock Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities Inc., a Pennsylvania corporation (

Stock Option Grant Terms and Conditions

Exhibit 10.7.3 Form of 2025 Stock Option Agreement  ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN STOCK OPTION TERMS AND CONDITIONS 1.Grant of Option. These Stock Option Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, a Pennsylvania corporation (the “Company”), to the Grantee named in the Stock Option Grant

Performance-Based Share Unit Grant Terms and Conditions

Exhibit 10.7.1 Form of 2025 Performance-Based Share Unit Grant Agreement  ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN PERFORMANCE-BASED SHARE UNIT GRANT TERMS AND CONDITIONS 1.Grant of Performance Units. These Performance-Based Share Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, Inc., a Pennsy

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): February 26, 2025 Essential Utilities, Inc.

Income Tax Accounting Method Change – The Company uses the flow-through method to account for the repairs tax deduction for qualifying utility infrastructure at its regulated Pennsylvania and New Jersey subsidiaries. The flow-through method of record

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 1-6659 ESSENTIAL UTILITIE

Schedule of Change in Control Agreement between the Company and executive officers

Exhibit 10.10.1   SCHEDULE OF CHANGE IN CONTROL AGREEMENTS  In accordance with Instruction 2 to Item 601 of Regulation S-K, Essential Utilities, Inc. (the “Company”) has omitted filing Change in Control Agreements by and between the Company and the following executive officers because the agreements are substantially identical in all material respects to the form of Change in Control Agreement

Subsidiaries of Essential Utilities, Inc.

Exhibit 21.1  ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES    The following table lists the significant subsidiaries and other active subsidiaries of Essential Utilities, Inc. at December 31, 2024:   Aqua Pennsylvania, Inc. (Pennsylvania) Aqua Resources, Inc. (Delaware) Essential Utilities Services, Inc. (Pennsylvania) Aqua Services, Inc. (Pennsylvania) Aqua Infrastructure, LLC (Pennsylvania)

The Registrant’s Insider Trading Policy

Exhibit 19.1 to 2024 Form 10-K Updated August 2024 Essential Utilities, Inc. Insider Trading Policy Overview of Policy Essential Utilities, Inc. has adopted the following insider trading policy (this “Policy”) in order to comply with federal and state securities laws governing (a) trading in the Company’s securities while in the possession of “material nonpublic information” concerning the Company

# # #

Exhibit 99.1 Essential Utilities Reports Financial Results for Full Year 2024 Earnings per share increases 17% to $2.17 for Full Year 2024 (GAAP) · Excluding one-time items and weather-related items, adjusted earnings per share of $1.97 (Non-GAAP) Company affirms 2025 EPS guidance of $2.07 - $2.11 and multi-year earnings guidance of 5-7% from $1.97 (Non-GAAP) PA PUC Approved Settlement for Aqua Pe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 15, 2025 Essential Utilities, Inc.

Other Events

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): December 27, 2024 Essential Utilities, Inc.

Non-Employee Directors' Compensation, effective January 1, 2025

Exhibit 10.1 Essential Utilities, Inc. Non-Employee Directors’ Compensation, effective January 1, 2025 At its regularly scheduled meeting on December 11, 2024, the Board of Directors of Essential Utilities, Inc., upon the recommendation of its Executive Compensation Committee and its Corporate Governance Committee, approved increases in the annual cash and annual stock retainer paid to all non-emp

Other Events, Financial Statements and Exhibits

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): December 11, 2024 Essential Utilities, Inc.

WTRG / Essential Utilities, Inc. / CANADA PENSION PLAN INVESTMENT BOARD - SC 13D/A Activist Investment

SC 13D/A 1 tm2427948d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange of 1934 Essential Utilities, Inc. (Name of Issuer) Common Stock, par value $0.50 per share (Title of Class of Securities) 03836W103 (CUSIP Number) Patrice Walch-Watson Canada Pension Plan Investment Board One Queen Street Eas

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 6, 2024 Essential Utilities, Inc.

The Company’s effective tax rate was an expense of 18.6% and 1.7% for the three and nine months ended September 30, 2024, respectively. The Company’s effective tax rate was a benefit of 4.9% and 10.9% for the three and nine months ended September 30

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

# # #

Exhibit 99.1 Essential Utilities Reports Financial Results for Q3 2024 Earnings per share of $0.25 for Q3 2024 Company reinstates multi-year earnings guidance of 5-7% PUC approval of Peoples Natural Gas rate case Settlement reached for Aqua Pennsylvania rate case BRYN MAWR, PA (November 4, 2024) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the third quarter ended September 30

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 4, 2024 Essential Utilities, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 6, 2024 Essential Utilities, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 15, 2024 Essential Utilities, Inc.

Eighth Supplemental Indenture, dated as of August 15, 2024 between Essential Utilities, Inc. and U.S. Bank Trust Company, National Association, as successor trustee.

Exhibit 4.3 ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Eighth Supplemental Indenture Dated as of August 15, 2024 to Indenture Dated as of April 23, 2019 $500,000,000 4.800% Senior Notes due 2027 Table of Contents Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope

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 8, 2024 Essent

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 8, 2024 Essential Utilities, Inc.

Calculation of Filing Fee Tables 424(b)(5) (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Essential Utilities, Inc.

Form of Sales Agreement, dated August 13, 2024, among Essential Utilities, Inc., a Sales Agent and, if applicable, a Forward Purchaser

Exhibit 1.1 ESSENTIAL UTILITIES, INC. Common Stock, Par Value $0.50 Per Share SALES AGREEMENT August 13, 2024 [AGENT] [ADDRESS OF AGENT] Ladies and Gentlemen: Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), confirms its agreement with [AGENT], as sales agent, principal and/or forward seller (in any such capacity, the “Agent”), and [FORWARD PURCHASER], as forward purchaser (i

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 13, 2024 Essential Utilities, Inc.

Up to $1,000,000,000 ESSENTIAL UTILITIES, INC. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 Prospectus Supplement (To Prospectus dated March 1, 2024) Up to $1,000,000,000 ESSENTIAL UTILITIES, INC. Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.50 per share, having an aggregate gross sales price of up to $1,000,000

Underwriting Agreement, dated August 8, 2024, among Essential Utilities, Inc. and PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto.

Exhibit 1.1 Essential Utilities, Inc. $500,000,000 4.800% Senior Notes due 2027 Underwriting Agreement August 8, 2024 PNC Capital Markets LLC, RBC Capital Markets, LLC As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto, c/o PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 c/o RBC Capital Markets, LLC Brookfi

$500,000,000 ESSENTIAL UTILITIES, INC. 4.800% Senior Notes due 2027

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 Prospectus Supplement (To Prospectus dated March 1, 2024) $500,000,000 ESSENTIAL UTILITIES, INC. 4.800% Senior Notes due 2027 We are offering $500,000,000 aggregate principal amount of our 4.800% Senior Notes due 2027 (the “notes”). The notes will bear interest at the rate of 4.800% per year and will mature on August 15, 2027. Interest o

Calculation of Filing Fee Tables (1) 424(b)(5) (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables (1) 424(b)(5) (Form Type) Essential Utilities, Inc.

SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated August 8, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277563 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

Essential Utilities, Inc. $500,000,000 4.800% Senior Notes due 2027

Filed pursuant to Rule 433 Dated August 8, 2024 Issuer Free Writing Prospectus supplementing the Preliminary Prospectus Supplement dated August 8, 2024 and the Prospectus dated March 1, 2024 Registration No.

# # #

Exhibit 99.1 Essential Utilities Reports Financial Results for Q2 2024 Earnings per share of $0.28 for Q2 2024, due to weather impacts Company increases quarterly dividend rate by 6.0% BRYN MAWR, PA (August 5, 2024) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the second quarter ended June 30, 2024. Essential’s net income of $75.4 million or $0.28 per share for the second qua

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 5, 2024 Essent

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 5, 2024 Essential Utilities, Inc.

Eighth Amendment to Credit Agreement, dated June 12, 2024, by and between Aqua Pennsylvania, Inc. PNC National Bank Association, Citizens Bank N.A., and The Huntington National Bank

Exhibit 10.1 EIGHTH AMENDMENT TO CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of this 12th day of June, 2024 (the “Effective Date”), by and among AQUA PENNSYLVANIA, INC., a Pennsylvania corporation (the “Borrower”), the several banks and other financial institutions or entities parties on the date hereof to the Existing Credit Agreement (as defined below

On January 8, 2024, the Company issued $500,000 of long-term debt (the “2024 Senior Notes”), less expenses of $4,610, due in 2034 with an interest rate of 5.375%. The Company used the net proceeds from the issuance of 2024 Senior Notes (1) to repay

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Fourth Amendment to Credit Agreement, dated June 12, 2024, by and between PNG Companies LLC, PNC National Bank Association, Citizens Bank N.A., and The Huntington National Bank

Exhibit 10.2 FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of this 12th day of June, 2024 (the “Fourth Amendment Effective Date”), by and among (i) PNG COMPANIES LLC, a Delaware limited liability company (“Borrower”), (ii) the several banks and other financial institutions or entities parties on the date hereof to the Existing Credit A

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

   UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 11-K   [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2023  OR  [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to   Commission file number 1-6659  A. Full

Form of 2025 Restricted Stock Unit Grant Terms and Conditions for Certain Officers and Executive Officers

Exhibit 10.1 ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN 2025 RESTRICTED STOCK UNIT GRANT TERMS AND CONDITIONS 1.Grant of Restricted Units. These Restricted Stock Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities Inc., a Pennsylvania corporation (the “Company”), to the Grantee named in the Restricte

Form of 2025 Performance Stock Unit Terms and Conditions for Certain Officers and Executive Officers

Exhibit 10.3 2025 PSU Agreement ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN PERFORMANCE-BASED SHARE UNIT GRANT TERMS AND CONDITIONS 1.Grant of Performance Units. These Performance-Based Share Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, Inc., a Pennsylvania corporation (the “Company”), to the

On January 8, 2024, the Company issued $500,000 of long-term debt (the “2024 Senior Notes”), less expenses of $4,610, due in 2034 with an interest rate of 5.375%. The Company used the net proceeds from the issuance of 2024 Senior Notes (1) to repay a

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Form of 2025 Stock Option Terms and Conditions for Certain Officers and Executive Officers

Exhibit 10.2 2025 Stock Option Agreement ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN STOCK OPTION TERMS AND CONDITIONS 1.Grant of Option. These Stock Option Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, a Pennsylvania corporation (the “Company”), to the Grantee named in the Stock Option Grant (the “Option

List of Officers Party to Amended & Restated Change-in-Control Agreements.

Exhibit 10.2.1 List of Officers Party to Amended & Restated Change-in-Control Agreements Colleen Arnold Michael Huwar Christopher Luning Matthew Rhodes Daniel Schuller

Employment Agreement, dated July 1, 2024, between Essential Utilities, Inc. and Christopher Franklin.

Exhibit 10.1 RENEWED EMPLOYMENT AGREEMENT THIS RENEWED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between CHRISTOPHER FRANKLIN (“Executive”), and ESSENTIAL UTILITIES, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”) as of the 1st day of July, 2024. WHEREAS, Executive and the Company were parties to an Employment Agreem

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2024 Essential Utilities, Inc.

# # # Essential Utilities, Inc. and Subsidiaries Selected Operating Data (In thousands, except per share amounts)

Exhibit 99.1 Essential Utilities Reports Financial Results for Q1 2024 Earnings per share of $0.97 for Q1 2024 vs. $0.72 for Q1 2023 Closes sale of non-core energy projects BRYN MAWR, PA (May 2, 2024) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the first quarter ended March 31, 2024. Essential’s net income of $265.8 million or $0.97 per share for the first quarter of 2024 co

Form of Amended and Restated of Change-in-Control Agreement of Essential Utilities, Inc.

Exhibit 10.2 AGREEMENT THIS Agreement (the “Agreement”) made as of the day of , 2024, is by and between, Essential Utilities, Inc., a Pennsylvania corporation (“Essential”), and [Executive] (the “Executive”). WHEREAS, the Executive is a direct report to Essential’s Chief Executive Officer and a Section 16 officer; WHEREAS, Essential considers it essential to foster the employment of well-qualified

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 2, 2024 Essential

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 2, 2024 Essential Utilities, Inc.

Submission of Matters to a Vote of Security Holders

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 2, 2024 Essential Utilities, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

ARS

2023 ANNUAL REPORT NYSE: WTRG Proven. Purpose. Progress. 427341Essential Annual Report 2024030524CVR.indd 1-3 3/6/24 5:56 AMPurpose: OUR IMPACT Progress: OUR INVESTMENT Proven: OUR FOOTPRINT 2023 YEAR IN REVIEW 9 states 5.5 million people served 4,700+ employee volunteer hours 6 water & wastewater systems 443 miles of pipeline replaced or retired 1.9 million customer connections $5.5M+ in charitab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☒ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☐ Defin

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association for Senior Securities Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) x U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association for Subordinated Debt Indenture.

Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) x U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on February 29, 2024

As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Essential Utilities, Inc.

Subsidiaries of Essential Utilities, Inc.

Exhibit 21.1  ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES    The following table lists the significant subsidiaries and other active subsidiaries of Essential Utilities, Inc. at December 31, 2023:   Aqua Pennsylvania, Inc. (Pennsylvania) Aqua Resources, Inc. (Delaware) Essential Utilities Services, Inc. (Pennsylvania) Aqua Services, Inc. (Pennsylvania) Aqua Infrastructure, LLC (Pennsylvania)

The Registrant’s Compensation Recoupment Policy

Exhibit 10.16   ESSENTIAL UTILITIES, INC.  COMPENSATION RECOUPMENT POLICY   1. PURPOSE  The Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) has established this policy on the recovery and forfeiture of compensation (as may be amended from time to time, this “Policy”) to appropriately align the interests of certain executives of the Company with those of the Comp

Schedule of Outstanding Supplemental Indentures during and after 2014

Exhibit 4.2.7.1  SCHEDULE OF SUPPLEMENTAL INDENTURES SUBSTANTIALLY IDENTICAL TO FORM OF SUPPLEMENTAL INDENTURE DURING AND AFTER 2014 In accordance with Instruction 2 to Item 601 of Regulation S-K, the Registrant has omitted filing the following Supplemental Indentures by and between Aqua Pennsylvania, Inc. and The Bank of New York Mellon Trust Company, N.A. because they are substantially identica

decrease in outside services, maintenance expenses, and other operating expenses of $7,707, primarily due to lower water main break activity and higher capitalization as a result of greater capital expenditures during the period in our Regulated Wat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 1-6659 ESSENTIAL UTILITIE

# # #

Exhibit 99.1 Essential Utilities Reports Financial Results for Full-Year 2023 and Announces Guidance Earnings per share of $1.86 for 2023, compared to 2022 earnings of $1.77 Record infrastructure investments of $1.19 billion Acquired seven systems, adding over $44 million in rate base and 11,000 customers Initiating 2024 annual earnings per share guidance range of $1.96 to $2.00 Initiating capital

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): February 22, 2024 Essential Utilities, Inc.

WTRG / Essential Utilities, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0059-essentialutilitiesinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Essential Utilities Inc Title of Class of Securities: Common Stock CUSIP Number: 29670G102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t

WTRG / Essential Utilities, Inc. / STATE STREET CORP Passive Investment

SC 13G/A 1 EssentialUtilitiesInc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 EXIT FILING ESSENTIAL UTILITIES INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 29670G102 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE

WTRG / Essential Utilities, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us29670g1022012324.txt us29670g1022012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) Essential Utilities, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 29670G102 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropri

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): January 4, 2024 Essential Utilities, Inc.

Underwriting Agreement, dated January 4, 2024, among Essential Utilities, Inc. and RBC Capital Markets, LLC and Barclays Capital Inc., as representatives of the several underwriters named in Schedule I thereto.

Exhibit 1.1 EXECUTION VERSION Essential Utilities, Inc. $500,000,000 5.375% Senior Notes due 2034 Underwriting Agreement January 4, 2024 RBC Capital Markets, LLC, Barclays Capital Inc. As representatives (the “Representatives” or “you”) of the several Underwriters named in Schedule I hereto, c/o RBC Capital Markets, LLC Brookfield Place 200 Vesey Street, 8th Floor New York, New York 10281 c/o Barc

Seventh Supplemental Indenture, dated January 8, 2024, between Essential Utilities, Inc. and U.S. Bank Trust Company N.A., as trustee

Exhibit 4.3 ESSENTIAL UTILITIES, INC., (formerly known as Aqua America, Inc.) as Issuer, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Seventh Supplemental Indenture Dated as of January 8, 2024 to Indenture Dated as of April 23, 2019 $500,000,000 5.375% Senior Notes due 2034 Table of Contents Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Scope

Calculation of Filing Fee Tables (1) Form 424(b)(5) (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables (1) Form 424(b)(5) (Form Type) Essential Utilities, Inc.

$500,000,000 ESSENTIAL UTILITIES, INC. 5.375% Senior Notes due 2034

Filed Pursuant to Rule 424(b)(5) Registration No. 333-255235 Prospectus Supplement (To Prospectus dated April 15, 2021) $500,000,000 ESSENTIAL UTILITIES, INC. 5.375% Senior Notes due 2034 We are offering $500,000,000 aggregate principal amount of our 5.375% Senior Notes due 2034 (the “notes”). The notes will bear interest at the rate of 5.375% per year and will mature on January 15, 2034. Interest

Essential Utilities, Inc. $500,000,000 5.375% Senior Notes due 2034

Filed pursuant to Rule 433 Dated January 4, 2024 Issuer Free Writing Prospectus supplementing the Preliminary Prospectus Supplement dated January 4, 2024 and the Prospectus dated April 15, 2021 Registration No.

SUBJECT TO COMPLETION Preliminary Prospectus Supplement dated January 4, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-255235 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

On May 20, 2022, the Company issued $500,000 of long-term debt (the “Senior Notes”), less expenses of $5,815, due in 2052 with an interest rate of 5.30%. The Company used the net proceeds from the issuance of Senior Notes to (1) to repay $49,700 of b

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2023 Essential Utilities, Inc.

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Exhibit 99.1 Essential Utilities Reports Financial Results for Q3 2023 Earnings per share of $0.30 Reaffirms annual guidance Publishes 2022 ESG report, highlighting strong progress on commitments and targets BRYN MAWR, PA (November 6, 2023) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the third quarter ended September 30, 2023. “We are pleased with the strong execution and fi

Bond Purchase Agreement, dated August 24, 2023, by and among Aqua Pennsylvania, Inc. and the Purchasers

 Exhibit 10.1 Execution Version     Aqua Pennsylvania, Inc. $225,000,000  $175,000,000 First Mortgage Bonds, 5.48% Series due August 1, 2053 $50,000,000 First Mortgage Bonds, 5.56% Series due August 1, 2061 Bond Purchase Agreement Dated as of August 24, 2023         TABLE OF CONTENTS  SECTION HEADING PAGE SECTION 1. Authorization of Bonds 1 SECTION 2. Sale and Purchase of Bonds 2 SE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 25, 2023 Essential Utilities, Inc.

Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 25, 2023 and incorporated herein by reference, File No. 1-06659).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ESSENTIAL UTILITIES, INC. (a Pennsylvania Corporation) Amended and Restated as of October 25, 2023 Article I Offices and Fiscal Year Section 1.01. Registered Office. The registered office of the corporation in the Commonwealth of Pennsylvania, which is in Montgomery County, shall be at 762 West Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 until otherwi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 25, 2023 Essential Utilities, Inc.

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): September 11, 2023 Essential Utilit

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): September 11, 2023 Essential Utilities, Inc.

On May 20, 2022, the Company issued $500,000 of long-term debt (the “Senior Notes”), less expenses of $5,815, due in 2052 with an interest rate of 5.30%. The Company used the net proceeds from the issuance of Senior Notes to (1) to repay $49,700 of b

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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Exhibit 99.1 Essential Utilities Reports Financial Results for Q2 2023 Earnings per share of $0.34 Company increases quarterly dividend rate by 7% Acquires seven water and wastewater systems Reaffirms annual guidance BRYN MAWR, PA (August 7, 2023) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the second quarter ended June 30, 2023. “We are pleased to report strong results for

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 7, 2023 Essential Utilities,

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 7, 2023 Essential Utilities, Inc.

Seventh Amendment to Credit Agreement, dated June 29, 2023, between Aqua Pennsylvania and PNC Bank, National Association, Citizens Bank, N.A., TD Bank, N.A., and The Huntington National Bank

 Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of this 29th day of June, 2023 (the “Third Amendment Effective Date”), by and among (i) PNG COMPANIES LLC, a Delaware limited liability company (“Borrower”), (ii) the several banks and other financial institutions or entities parties on the date hereof to the

Seventh Amendment to Credit Agreement, dated as of June 29, 2023, between Aqua Pennsylvania and PNC Bank, National Association, Citizens Bank, N.A., TD Bank, N.A., and The Huntington National Bank

Exhibit 10.2 Execution Version  SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of this 29th day of June, 2023 (the “Effective Date”), by and among AQUA PENNSYLVANIA, INC., a Pennsylvania corporation (“Borrower”), the several banks and financial institutions which are parties to this Agreement (each a “Bank” and collectively, the “Ban

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): June 21, 2023 Essenti

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): June 21, 2023 Essential Utilities, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 [ ] TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 11-K  [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2022  OR  [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to   Commission file number 1-6659  A. Full title of

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

Filing Fee Tables.*

EXHIBIT 107.1 Calculation of Filing Fee Tables Form S-3 ASR (Form Type) Essential Utilities, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount

On May 20, 2022, the Company issued $500,000 of long-term debt (the “Senior Notes”), less expenses of $5,815, due in 2052 with an interest rate of 5.30%. The Company used the net proceeds from the issuance of Senior Notes to (1) to repay $49,700 of b

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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 8, 2023 Essential

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 8, 2023 Essential Utilities, Inc.

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Exhibit 99.1 Essential Utilities Reports Financial Results for Q1 2023 Earnings per share of $0.72; Company reaffirms annual guidance BRYN MAWR, PA (May 8, 2023) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the first quarter ended March 31, 2023. “We remain on track to meet our full year earnings per share guidance despite the unusually warm weather in our natural gas footpri

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 3, 2023 Essential

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 3, 2023 Essential Utilities, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin

ARS

NYSE: WTRG Essential Utilities, Inc. 2022 Annual Report IN T E G RIT Y | IN F R A ST R U C T U RE | IN V E S T MEN T | IN N O V AT I O N | IN C LUS I O N | IN F LU E N C E Y E AR IN RE V I E W 20221 | 2022 Annual Report 2022 YEAR IN REVIEW OUR FOOT PRIN T OUR IM PAC T OUR IN VES TMEN T SIGNED ACQUI SIT ION AGREEMEN T S 10 STATES 3,200 EMPLOYEES 5.5 million PEOPLE SERVED 4,000+ EMPLOYEE VOLUNTEER H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) þ Defin

Subsidiaries of Essential Utilities, Inc.

Exhibit 21.1  ESSENTIAL UTILITIES, INC. AND SUBSIDIARIES    The following table lists the significant subsidiaries and other active subsidiaries of Essential Utilities, Inc. at December 31, 2022:   Aqua Pennsylvania, Inc. (Pennsylvania) Aqua Resources, Inc. (Delaware) Essential Utilities Services, Inc. (Pennsylvania) Aqua Services, Inc. (Pennsylvania) Aqua Infrastructure, LLC (Pennsylvania)

Performance-Based Share Unit Grant Terms and Conditions

Exhibit 10.7.1 Form of 2022 PSU Agreement  ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN  PERFORMANCE-BASED SHARE UNIT GRANT TERMS AND CONDITIONS  1. Grant of Performance Units.  These Performance-Based Share Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, Inc., a Pennsylvania corporation (the

Credit Agreement, dated December 14, 2022, between Essential Utilities, Inc., PNC Bank, National Association, CoBank, ACB, Bank of America, N.A., Royal Bank of Canada, The Huntington National Bank, Barclays Bank PLC, Citizens Bank, N.A., The Toronto-Dominion Bank, and Wells Fargo Bank, N.A

EXECUTION VERSIONExhibit 10.1 Published CUSIP Number: 03836VAE5 Revolving Facility CUSIP Number: 03836VAH8  CREDIT AGREEMENT dated as of December 14, 2022 among ESSENTIAL UTILITIES, INC., the LENDERS Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS LLC, CoBank, ACB, BofA Securities, Inc., RBC Capital Markets, and The Huntington National Bank, as Joint L

Other totaled $494 in 2022, and $(2,848) in 2021, and largely consists of the non-service cost component of our net benefit cost for pension benefits and unrealized gains and losses on investments associated with our non-qualified pension plan. In 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number 1-6659 ESSENTIAL UTILITIE

Schedule of Change in Control Agreement between the Company and executive officers

Exhibit 10.10.1   SCHEDULE OF CHANGE IN CONTROL AGREEMENTS  In accordance with Instruction 2 to Item 601 of Regulation S-K, Essential Utilities, Inc. (the “Company”) has omitted filing Change in Control Agreements by and between the Company and the following executive officers because the agreements are substantially identical in all material respects to the form of Change in Control Agreement

Bond Purchase Agreement, dated December 15, 2022, by and among Aqua Pennsylvania, Inc. and State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, State Farm Insurance Companies Employee Retirement Trust

Execution Version Exhibit 4.21     Aqua Pennsylvania, Inc. $75,000,000  $75,000,000 First Mortgage Bonds, 5.60% Series due February 1, 2043 Bond Purchase Agreement Dated as of December 15, 2022         Table of Contents SectionHeadingPage Section 1.Authorization of Bonds...............................................................................1 Section 2.Sale and Purchase of Bond

Stock Option Grant Terms and Conditions

Exhibit 10.7.4 Form of 2022 Stock Option Agreement   ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN  STOCK OPTION TERMS AND CONDITIONS  1. Grant of Option.  These Stock Option Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities, a Pennsylvania corporation (the “Company”), to the Grantee named in the Stock Opti

Restricted Stock Unit Grant Terms and Conditions for all other executive officers

Exhibit 10.7.3  ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT TERMS AND CONDITIONS  1. Grant of Restricted Units. These Restricted Stock Unit Grant Terms and Conditions (the “Grant Conditions”) shall apply and be part of the grant made by Essential Utilities Inc., a Pennsylvania corporation (the “Company”), to the Grantee named in the Restric

Schedule of Outstanding Supplemental Indentures during and after 2014

Exhibit 4.2.7.1  SCHEDULE OF SUPPLEMENTAL INDENTURES SUBSTANTIALLY IDENTICAL TO FORM OF SUPPLEMENTAL INDENTURE DURING AND AFTER 2014 In accordance with Instruction 2 to Item 601 of Regulation S-K, the Registrant has omitted filing the following Supplemental Indentures by and between Aqua Pennsylvania, Inc. and The Bank of New York Mellon Trust Company, N.A. because they are substantially identica

The Registrant Amended and Restated Omnibus Equity Compensation Plan

Exhibit 10.14        ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN    ESSENTIAL UTILITIES, INC. AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN The purpose of the Essential Utilities, Inc. Amended and Restated Omnibus Equity Compensation Plan (the “Plan”) is to provide (i) designated employees of Essential Utilities, Inc. (the “Company”) and its su

Form of Change in Control Agreement between the Company and executive officers

EXHIBIT 10.10  FORM OF CHANGE-IN-CONTROL AGREEMENT  This Agreement (the “Agreement”) made as of theday of , , is by and between, Essential Utilities, Inc., a Pennsylvania corporation (“Essential”), and (the "Executive").  WHEREAS, effective on , the Executive was [hired][promoted] to the position of with [Essential];  WHEREAS, Essential considers it essential to foster the employment of well-q

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Exhibit 99.1 Essential Utilities Reports Record Financial Results for 2022 Earnings per share of $1.77 for the year; 6% earnings growth over 2021 Record infrastructure investments of $1.06 billion Closed three acquisitions, adding $120 million in rate base and over 23,000 customers BRYN MAWR, PA (February 27, 2023) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the fourth quart

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): February 27, 2023 Ess

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): February 27, 2023 Essential Utilities, Inc.

WTRG / Essential Utilities Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0055-essentialutilitiesinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Essential Utilities Inc. Title of Class of Securities: Common Stock CUSIP Number: 29670G102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box

WTRG / Essential Utilities Inc / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING ESSENTIAL UTILITIES INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 29670G102 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE I

LETTER

United States securities and exchange commission logo January 26, 2023 Daniel J. Schuller Chief Financial Officer Essential Utilities, Inc. 762 W. Lancaster Avenue Bryn Mawr, Pennsylvania 19010 Re: Essential Utilities, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-06659 Dear Daniel J. Schuller: We have completed our review of your filing. We remind you

WTRG / Essential Utilities Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us29670g1022012623.txt us29670g1022012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) Essential Utilities, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 29670G102 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropri

WTRG / Essential Utilities Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us29670g1022012023.txt us29670g1022012023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) Essential Utilities, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 29670G102 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropri

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January 10, 2023 By EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, Northeast Washington, D.

Non-Employee Directors' Compensation, effective January 1, 2023

Exhibit 10.1 Essential Utilities, Inc. Non-Employee Directors? Compensation, effective January 1, 2023 At its regularly scheduled meeting on December 7, 2022, the Board of Directors of Essential Utilities, Inc., upon the recommendation of its Executive Compensation Committee and its Corporate Governance Committee, approved increases in the annual stock retainer paid to all non-employee directors.

Financial Statements and Exhibits, Other Events

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): December 7, 2022 Essential Utilities, Inc.

LETTER

United States securities and exchange commission logo December 8, 2022 Daniel J. Schuller Chief Financial Officer Essential Utilities, Inc. 762 W. Lancaster Avenue Bryn Mawr, Pennsylvania 19010 Re: Essential Utilities, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-06659 Dear Daniel J. Schuller: We have limited our review of your filing to the financial

Bond Purchase Agreement, dated September 19, 2022, by and among Aqua Pennsylvania, Inc. and the Purchasers

Exhibit 4.1 ? Execution Version ? ? ? ? Aqua Pennsylvania, Inc. $125,000,000 ? $125,000,000 First Mortgage Bonds, 4.50% Series due December 1, 2052 Bond Purchase Agreement Dated as of September 19, 2022 ? ? ? ? ? ? ? ? 4388898 SECTION HEADING PAGE ? SECTION 1. AUTHORIZATION OF BONDS 1 ? SECTION 2. SALE AND PURCHASE OF BONDS 1 ? SECTION 3. EXECUTION DATE AND CLOSING 2 ? SECTION 4. CONDITIONS TO CLO