{"url_path":"/sec/wtrg/8-k/2026-05-15/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/78128/0001552781-26-000331-index.html","accession_number":"0001552781-26-000331","cik":"0000078128","ticker":"WTRG","issuer_name":"Essential Utilities, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/78128/0001552781-26-000331-index.html","primary_entity_key":"0000078128","primary_entity_name":"Essential Utilities, Inc."},"word_count":1888,"has_tables":true,"body_markdown":"EX-99.1\n2\ne26263_ex99-1.htm\n\n**Exhibit 99.1**\n\n**American Water and Essential Utilities Proposed Merger Progresses with Approval from the Public Utilities Commission of Ohio**\n\nCAMDEN, N.J. and BRYN MAWR, Pa., May 14, 2026 /PRNewswire/ -- American Water Works Company, Inc. (NYSE: AWK) (\"American Water\") and Essential\nUtilities, Inc. (NYSE: WTRG) (\"Essential Utilities\") today announced that the Public Utilities Commission of Ohio (PUCO) issued an order\napproving the companies' proposed merger, marking the second favorable regulatory action in less than a month toward completing the combination\nof the two companies.\n\nThe companies received approval of the merger in the Commonwealth of Kentucky on April 21, 2026. Earlier in the year, shareholders of\nboth companies approved the transaction with overwhelming margins.\n\nThe all-stock merger, announced October 27, 2025, will create a combined company serving more than 4.7 million water and wastewater customer\nconnections and more than 740,000 gas customer connections. The combined company will operate under the American Water name and be headquartered\nin Camden, New Jersey.\n\nThe merger is expected to close by the end of the first quarter of 2027, but remains subject to customary closing conditions, including,\namong others, obtaining clearance under the Hart-Scott-Rodino Act and required regulatory approvals, including approval from all applicable\npublic utility commissions.\n\nFor additional details regarding the transaction, please visit americanwateressentialutilitiesmerger.com.\n\n**About American Water**\n\nAmerican Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back\nto 1886 and celebrating 140 years in 2026, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water\nand wastewater services to approximately 14 million people with regulated operations in 14 states and on 18 military installations. American\nWater's approximately 7,000 talented professionals leverage their significant expertise and the company's national size and scale to achieve\nexcellent outcomes for the benefit of customers, employees, investors and other stakeholders. For more information, visit amwater.com\nand join American Water on LinkedIn, Facebook, X and Instagram.\n\n**About Essential Utilities**\n\nEssential Utilities, Inc. (NYSE: WTRG) delivers safe, clean, reliable services that improve quality of life for individuals, families,\nand entire communities. With a focus on water, wastewater, and natural gas, Essential is committed to sustainable growth, operational\nexcellence, a superior customer experience, and premier employer status. We are advocates for the communities we serve and are dedicated\nstewards of natural lands, protecting thousands of acres of forests and other habitats throughout our footprint. Operating as the Aqua\nand Peoples brands, Essential serves approximately 5.5 million people across nine states. Essential is one of the most significant publicly\ntraded water, wastewater service and natural gas providers in the U.S. Learn more at www.essential.co.\n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\nCertain statements included in this communication are forward-looking\nstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of\n1934, as amended, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified\nby words with prospective meanings such as \"intend,\" \"plan,\" \"estimate,\" \"believe,\" \"anticipate,\" \"expect,\" \"predict,\" \"project,\" \"propose,\"\n\"assume,\" \"forecast,\" \"outlook,\" \"future,\" \"likely,\" \"pending,\" \"goal,\" \"objective,\" \"potential,\" \"continue,\" \"seek to,\" \"may,\" \"can,\"\n\"will,\" \"should\" and \"could,\" or the negative of such terms or other variations or similar expressions. Forward-looking statements may\nrelate to, among other things: statements about the benefits of the proposed merger, including future financial and operating results;\nthe parties' respective plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the merger\nand related transactions; the results of any strategic review; expected synergies of the proposed merger; the timing and result of various\nregulatory proceedings related to the proposed merger, and other general rate cases, filings for infrastructure surcharges and other\ngovernmental agency authorizations and proceedings, and filings to address regulatory lag; the combined company's ability to execute\nits current and long-term business, operational, capital expenditures and growth plans and strategies; the amount, allocation and timing\nof projected capital expenditures and related funding requirements; the future impacts of increased or increasing transaction and financing\ncosts associated with the proposed merger or otherwise, as well as inflation and interest rates; each party's ability to finance current\nand projected operations, capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources\nof short-term liquidity; impacts of the proposed merger on the future settlement or settlements of a party's forward sale agreements,\nincluding potential adjustments to the forward sale price or other economic terms thereunder, and the amount of and the intended use\nof net proceeds from any such future settlement or settlements; the outcome and impact on other governmental and regulatory investigations;\nthe filing of class action lawsuits and other litigation and legal proceedings related to the proposed merger; the ability to complete,\nand the timing and efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives;\neach party's ability to comply with new and changing environmental regulations; regulatory, legislative, tax policy or legal developments;\nand impacts that future significant tax legislation may have on each such party and on its business, results of operations, cash flows\nand liquidity.\n\nThese forward-looking statements are predictions based on currently available\ninformation, the parties' current respective expectations and assumptions regarding future events that American Water Works Company,\nInc. (\"American Water\") and Essential Utilities, Inc. (\"Essential Utilities\") believe to be reasonable. They are not, however, guarantees\nor assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. You should\nnot regard any forward-looking statement as a representation or warranty by American Water, Essential Utilities or any other person that\nthe expectation, plan or objective expressed in such forward-looking statement will be successfully achieved in any specified time frame,\nor at all. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties\nand other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this communication\nas a result of the factors discussed in American Water's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with\nthe Securities and Exchange Commission (the \"SEC\") on February 18, 2026 (available at: ir.amwater.com), Essential Utilities' Annual Report\non Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 26, 2026 (available at: essential.co), and each\nparty's other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties' ability to consummate\nthe proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party's requirement to obtain required\ngovernmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome\nor commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected\nbenefits of the proposed merger); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement;\n(4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing\nto consummate the proposed merger; (6) the failure to integrate the parties' businesses successfully; (7) the failure to fully realize\nbenefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer\nto realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on\nthe market price of American Water's or Essential Utilities' common stock; (9) the risk of litigation, legal proceedings or other challenges\nrelated to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships with customers,\nemployees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders; (11) the diversion\nof each party's management's time and attention from ongoing business operations and opportunities of such party on merger-related matters;\n(12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility industries; (13) the ability\nof each party to manage its respective existing operations and financing arrangements on favorable terms or at all, including with respect\nto future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental laws and regulations\nregarding each party's respective operations that may adversely impact such party's businesses or increase the cost of operations; (15)\nchanges in each party's key management and personnel; (16) changes in tax laws that could adversely affect beneficial tax treatment of\nthe proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could\nadversely affect the parties' respective utility subsidiaries; and (18) other economic, business and other factors, including inflation,\ninterest rate fluctuations or tariffs. The foregoing factors should not be construed as exhaustive.\n\nThese forward-looking statements are\nqualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American\nWater's and Essential Utilities' respective annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus,\nas filed with the SEC on December 31, 2025 (available at: https://www.sec.gov/Archives/edgar/data/1410636 /000119312525337598/d15683d424b3.htm),\nand readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking\nstatements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any\nobligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed\ncircumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it\nis not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess\nthe impact of any such factor on American Water's or Essential Utilities' businesses, viewed independently or together, or the extent\nto which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.\n\nProposed Merger\n\nFor additional information regarding the proposed merger, please see American Water's registration statement on Form S-4 (Registration\nNo. 333-292182), which was declared effective by the SEC on December 30, 2025, and the other documents that American Water or Essential\nUtilities has filed or may file with the SEC.\n\nNo Offer or Solicitation\n\nThis communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation\nof an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities\nshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.\n\nAWK-IR\n\n**American Water Investor Contact**\n\nAaron Musgrave\n\nVice President, Investor Relations\n\n(856) 955-4029\n\naaron.musgrave@amwater.com\n\n**American Water Media Contact**\n\nMaureen Duffy\n\nExecutive Vice President, Communications and External Affairs\n\n(856) 955-4163\n\nmediainquiries@amwater.com\n\n**Essential Investor Contact**\n\nBrian Dingerdissen\n\nVice President, Treasurer, FP&A and IR\n\n(610) 645-1191\n\nBJDingerdissen@Essential.co\n\n**Essential Media Contact**\n\nDavid Kralle\n\nVice President of Public Affairs\n(877) 325-3477\n\nDMKralle@essential.co\n\n###"}