Essential Utilities, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
WTRG$45.10-0.8%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
| Exhibit Number · Exhibit Description · Incorporated by Reference to | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit(s) · Filing Date | |||||
| 2.1 | Agreement and Plan of Merger, dated as of October 26, 2025, by and among American Water Works Company, Inc., Alpha Merger Sub, Inc., and Essential Utilities, Inc.** | 8-K | 001-06659 | 10.1 | October 27, 2025 |
| 3.1 | Essential Utilities, Inc. Amended and Restated Articles of Incorporation as of May 12, 2020 | 8-K | 001-06659 | 3.1 | May 18, 2020 |
| 3.2 | Amended and Restated Bylaws of Essential Utilities, Inc. dated October 25, 2023 | 8-K | 001-06659 | 3.2 | October 25, 2023 |
| 4.1 | Description of Securities of Essential Utilities, Inc. | ^ | ^ | ^ | ^ |
| 4.2 | Indenture of Mortgage dated as of January 1, 1941 between Aqua Pennsylvania, Inc. (f/k/a Philadelphia Suburban Water Company) and The Bank of New York Mellon Trust Company, as successor trustee to First Pennsylvania Bank, N.A. (f/k/a The Pennsylvania Company for Insurance on Lives and Granting Annuities) | 10-K | 001-06659 | 4.1.1 | February 26, 2016 |
| 4.2.1 | Twenty-sixth Supplemental Indenture dated as of November 1, 1991 | 10-K | 001-06659 | 4.1.3 | February 26, 2016 |
| 4.2.2 | Thirty-third Supplemental Indenture, dated as of November 15, 1999 | 10-K | 001-06659 | 4.27 | March 29, 2000 |
| 4.2.3 | Thirty-fifth Supplemental Indenture, dated as of January 1, 2002 | 10-K | 001-06659 | 4.22 | March 20, 2002 |
| 4.2.4 | Forty-seventh Supplemental Indenture, dated as of October 15, 2012 | 10-K | 001-06659 | 4.24 | February 28, 2013 |
| 4.2.5 | Forty-eighth Supplemental Indenture, dated as of October 1, 2013 | 10-K | 001-06659 | 4.1.17 | March 3, 2014 |
| 4.2.6 | Form of Supplemental Indenture during and after 2014 | 10-K | 001-06659 | 4.1.15 | February 26, 2016 |
| 4.2.6.1 | Schedule of Outstanding Supplemental Indentures during and after 2014 | ^ | ^ | ^ | ^ |
| 4.3 | Bond Purchase Agreement, dated November 8, 2012, by and among Aqua Pennsylvania, Inc., Teachers Insurance and Annuity Association, John Hancock Life Insurance Company, John Hancock Life Insurance Company of New York, John Hancock Life & Health Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, New York Life Insurance Company, New York Life Insurance and Annuity Corporation, Minnesota Life Insurance Company, United Health Care Insurance Company, American Republic Insurance Company, Western Fraternal Life Association | 10-K | 001-06659 | 10.54 | February 28, 2013 |
| 4.4 | Bond Purchase Agreement, dated October 24, 2013, by and among Aqua Pennsylvania, Inc., John Hancock Life Insurance Company (U.S.A), John Hancock Life Insurance Company of New York, John Hancock Life & Health Insurance Company, The Lincoln National Life Insurance Company, Thrivent Financial for Lutherans, United Insurance Company of America, Equitable Life & Casualty Insurance Company, Catholic United Financial, and Great Western Insurance Company | 10-K | 001-06659 | 10.45 | March 3, 2014 |
| 4.5 | Bond Purchase Agreement, dated December 29, 2014, by and among Aqua Pennsylvania, Inc., Thrivent Financial for Lutherans, State Farm Life Insurance Company, John Hancock Life Insurance Company (U.S.A), Phoenix Life Insurance Company, PHL Variable Insurance Company, United of Omaha Life Insurance Company, Mutual of Omaha Insurance Company, and Companion Life Insurance Company | 10-K | 001-06659 | 10.58 | February 27, 2015 |
| 4.6 | Bond Purchase Agreement, dated December 3, 2015 by and among Aqua Pennsylvania, Inc., Thrivent Financial for Lutherans, State Farm Life Insurance Company, John Hancock Life Insurance Company (U.S.A), The Lincoln National Life Insurance Company, Teachers Insurance And Annuity Association Of America, CMFG Life Insurance Company, Genworth Life Insurance Company, Phoenix Life Insurance Company, PHL Variable Insurance Company, United Of Omaha Life Insurance Company, The State Life Insurance Company, Pioneer Mutual Life Insurance Company, MONY Life Insurance Company | 10-K | 001-06659 | 4.12 | February 26, 2016 |
| 4.7 | Note Purchase Agreement, dated November 3, 2016, by and among the Registrant and the note purchasers thereto | 10-K | 001-06659 | 4.13 | February 24, 2017 |
| 4.8 | Bond Purchase Agreement, dated December 15, 2016 by and among Aqua Pennsylvania, Inc., Teachers Insurance and Annuity Association of America, New York Life Insurance Company, New York Life Insurance and Annuity Corporation, John Hancock Life Insurance Company, American Equity Investment Life Insurance Company, Genworth Life and Annuity Insurance Company, Phoenix Life Insurance Company, PHL Variable Insurance Company, American United Life Insurance Company, The State Life Insurance Company, and Pioneer Mutual Life Insurance Company | 10-K | 001-06659 | 4.14 | February 24, 2017 |
| 4.9 | Bond Purchase Agreement, dated July 10, 2017 by and among Aqua Illinois, Inc., Teachers Insurance and Annuity Association of America | 10-Q | 001-06659 | 4.1 | November 2, 2017 |
| 4.10 | Bond Purchase Agreement, dated July 20, 2017 by and among Aqua Pennsylvania, Inc., New York Life Insurance Company, New York Life Insurance and Annuity Corporation, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3), New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2) | 10-Q | 001-06659 | 4.2 | November 2, 2017 |
| 4.11 | Bond Purchase Agreement, dated June 29, 2018, by and among Aqua Pennsylvania, Inc., CMFG Life Insurance Company, Manufactures Life Reinsurance Limited, The Lincoln National Life Insurance Company, New York Life Insurance Company, The State Life Insurance Company, and Phoenix Life Insurance Company | 10-Q | 001-06659 | 4.1 | August 3, 2018 |
| 4.12 | Bond Purchase Agreement, dated November 15, 2018, by and among Aqua Pennsylvania, Inc., Teachers Insurance and Annuity Associated of America, American United Life Insurance Company, Pioneer Mutual Life Insurance Company, The State Life Insurance Company, The Lincoln National Life Insurance Company, Lincoln Life & Annuity Company of New York, and United of Omaha Life Insurance Company | 10-K | 001-06659 | 4.15 | February 26, 2019 |
| 4.13 | Indenture, dated as of April 23, 2019, between the Registrant and U.S. Bank N.A., as trustee | 8-K | 001-06659 | 4.4 | April 23, 2019 |
| 4.13.1 | First Supplemental Indenture, dated as of April 23, 2019, between the Registrant and U.S. Bank N.A., as trustee | 8-K | 001-06659 | 4.5 | April 23, 2019 |
| 4.13.2 | Second Supplemental Indenture, dated as of April 23, 2019, between the Registrant and U.S. Bank N.A., as trustee | 8-K | 001-06659 | 4.6 | April 23, 2019 |
| 4.13.3 | Third Supplemental Indenture, dated as of April 26, 2019, between the Registrant and U.S. Bank N.A., as trustee | 8-K | 001-06659 | 4.3 | April 26, 2019 |
| 4.13.4 | Form of Global Note for the 2029 Notes (included in Exhibit 4.13.3 above) | 8-K | 001-06659 | 4.4 | April 26, 2019 |
| 4.13.5 | Form of Global Note for the 2049 Notes (included in Exhibit 4.13.3 above) | 8-K | 001-06659 | 4.5 | April 26, 2019 |
| 4.13.6 | Fourth Supplemental Indenture, dated April 13, 2020, by and between Essential Utilities, Inc. and U.S. Bank N.A. | 8-K | 001-06659 | 4.3 | April 15, 2020 |
| 4.13.7 | Fifth Supplemental Indenture, dated April 19, 2021, between Essential Utilities, Inc. and U.S. Bank N.A., as trustee | 8-K | 001-06659 | 4.3 | April 19, 2021 |
| 4.13.8 | Sixth Supplemental Indenture, dated May 20, 2022, between Essential Utilities, Inc. and U.S. Bank Trust Company N.A, as trustee | 8-K | 001-06659 | 4.3 | May 20, 2022 |
| 4.13.9 | Seventh Supplemental Indenture, dated January 8, 2024, between Essential Utilities, Inc. and U.S. Bank Trust Company N.A., as trustee | 8-K | 001-06659 | 4.3 | January 8, 2024 |
| 4.13.10 | Eighth Supplemental Indenture, dated August 15, 2024, between Essential Utilities, Inc. and U.S. Bank Trust Company N.A., as trustee | 8-K | 001-06659 | 4.3 | August 15, 2024 |
| 4.13.11 | Ninth Supplemental Indenture, dated August 7, 2025, between Essential Utilities, Inc. and U.S. Bank Trust Company N.A., as trustee | 8-K | 001-06659 | 4.3 | August 7, 2025 |
| 4.13.12 | Form of Global Note for the 2027 Notes (included in Exhibit 4.13.10 above) | 8-K | 001-06659 | 4.3 | August 15, 2024 |
| 4.14 | Bond Purchase Agreement, dated May 31, 2019, by and among Aqua Pennsylvania, Inc., Athene Annuity and Life Company, Athene Annuity & Life Assurance Company, Genworth Life and Annuity Insurance Company, Genworth Life Insurance Company, John Hancock Life Insurance Company (U.S.A), John Hancock Life Insurance Company of New York, John Hancock Life & Health Insurance Company, Metropolitan Life Insurance Company, Metropolitan Tower Life Insurance Company, MetLife Insurance K.K., Brighthouse Life Insurance Company, United of Omaha Life Insurance Company, New York Life Insurance Company, New York Life Insurance and Annuity Corporation, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Accounts (BOLI 30C, 30E, 3-2), The Northwestern Mutual Life Insurance Company, The Northwestern Mutual Life Insurance Company, and Life Insurance Company of the Southwest | 10-Q | 001-06659 | 4.11 | August 8, 2019 |
| 4.15 | Bond Purchase Agreement, dated December 20, 2019, by and among Aqua Pennsylvania, Inc., MetLife Insurance K.K, Metropolitan Life Insurance Company, The Ohio National Life Insurance Company, Ohio National Life Assurance Corporation, National Guardian Life Insurance Company, Country Life Insurance Company, Horizon Blue Cross Blue Shield of New Jersey, and Farm Bureau Life Insurance Company | 10-K | 001-06659 | 4.18 | February 28, 2020 |
| 4.16 | Bond Purchase Agreement, dated May 1, 2020, by and among Aqua Pennsylvania, Inc. and bond purchasers thereto | 10-Q | 001-06659 | 4.4 | May 8, 2020 |
| 4.17 | Bond Purchase Agreement, dated October 13, 2020, by and among Aqua Pennsylvania, Inc., American General Life Insurance Company, The Variable Life Insurance Company, The United States Life Insurance Company in the City of New York, MetLife Insurance K.K., Pacific Life Insurance Company, Equitable Financial Life Insurance Company, Transamerica Life Insurance Company, Transamerica Life (Bermuda) LTD, Principal Life Insurance Company, Ameritas Life Insurance Company, Ameritas Life Insurance Corp. of New York, The State Life Insurance Company, Nassau Life Insurance Company, Life Insurance Company of the Southwest, United Farm Family Life Insurance Company, and Farm Bureau Life Insurance Company | 10-K | 001-06659 | 4.18 | March 1, 2021 |
| 4.18 | Bond Purchase Agreement, dated April 15, 2021, by and among Aqua Ohio, Inc., Teachers Insurance and Annuity Association of America, State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, and State Farm Insurance Companies Employee Retirement Trust | 10-K | 001-06659 | 4.19 | March 1, 2022 |
| 4.19 | Bond Purchase Agreement, dated September 19, 2022, by and among Aqua Pennsylvania, Inc. and the Purchasers | 10-Q | 001-06659 | 4.1 | November 9, 2022 |
| 4.20 | 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 | 10-K | 001-06659 | 4.21 | March 1, 2023 |
| 4.21 | Bond Purchase Agreement, dated May 29, 2025, by and among Aqua Pennsylvania, Inc. and the Purchasers | 10-Q | 001-06659 | 10.3 | August 4, 2025 |
| 10.1 | 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 | 10-K | 001-06659 | 10.1 | March 1, 2023 |
| 10.2 | Amended and Restated Revolving Credit Agreement, dated as of November 17, 2016, between Aqua Pennsylvania and PNC Bank, National Association, TD Bank, N.A., Citizens Bank of Pennsylvania, and Huntington National Bank | 10-K | 001-06659 | 10.2.4 | February 24, 2017 |
| 10.2.1 | Second Amended and Restated Revolving Credit Agreement, dated as of June 3, 2025, between Aqua Pennsylvania, Inc. and PNC Bank, National Association, Citizens Bank N.A., and The Huntington National Bank | 10-Q | 001-06659 | 10.1 | August 4, 2025 |
| 10.3 | The Registrant’s Deferred Compensation Plan Master Trust Agreement with PNC Bank, National Association, dated as of December 31, 1996* | 10-K | 001-06659 | 10.24 | March 25, 1997 |
| 10.3.1 | Amendment 2008-1 to the Registrant’s Deferred Compensation Plan Master Trust Agreement, dated as of December 15, 2008* | 10-K | 001-06659 | 10.50 | February 27, 2009 |
| 10.4 | The Registrant’s 2009 Executive Deferral Plan (as amended and restated effective January 1, 2009)* | S-8 | 333-156047 | 4.1 | December 10, 2008 |
| 10.5 | The Registrant’s Supplemental Pension Benefit Plan for Salaried Employees (as amended and restated effective January 1, 2011)* | 10-K | 001-06659 | 10.58 | February 27, 2012 |
| 10.6 | The Registrant’s Dividend Reinvestment and Direct Stock Purchase Plan | S-3ASR | 333-271878 | N/A | May 12, 2023 |
| 10.7.1 | Performance-Based Share Unit Grant Terms and Conditions* | 10-K | 001-06659 | 10.7.1 | February 27, 2025 |
| 10.7.2 | Restricted Stock Unit Grant Terms and Conditions* | 10-K | 001-06659 | 10.7.2 | February 27, 2025 |
| 10.7.3 | Stock Option Grant Terms and Conditions* | 10-K | 001-06659 | 10.7.3 | February 27, 2025 |
| 10.8 | The Registrant’s 2012 Employee Stock Purchase Plan* | 10-K | 001-06659 | 10.10 | February 26, 2016 |
| 10.9 | The Registrant’s Annual Cash Incentive Compensation Plan (adopted February 26, 2013)* | 10-K | 001-06659 | 10.56 | February 28, 2013 |
| 10.10 | Form of Amended and Restated of Change-in-Control Agreement of Essential Utilities, Inc.* | 8-K | 001-06659 | 10.2 | May 3, 2024 |
| 10.10.1 | Schedule of Change in Control Agreement between the Company and executive officers* | ^ | ^ | ^ | ^ |
| 10.11 | Non-Employee Directors' Compensation, effective January 1, 2025* | 8-K | 001-06659 | 10.1 | December 13, 2024 |
| 10.12 | Employment Agreement dated July 1, 2024, between the Registrant and Christopher Franklin* | 8-K | 001-06659 | 10.1 | May 3, 2024 |
| 10.13 | Form of Sales Agreement, dated August 13, 2024, among Essential Utilities, Inc., a Sales Agent and, if applicable, a Forward Purchaser | 8-K | 001-06659 | 1.1 | August 13, 2024 |
| 10.13.1 | Form of Forward Sale Agreement, by and between Essential Utilities, Inc. and a Forward Purchaser | 8-K | 001-06659 | 99.1 | August 13, 2024 |
| 10.14 | The Registrant Amended and Restated Omnibus Equity Compensation Plan | 8-K | 001-06659 | 10.1 | May 3, 2019 |
| 10.15 | Essential Utilities, Inc. Stock Award Grant Instrument dated as of March 16, 2020* | 10-Q | 001-06659 | 10.4 | May 8, 2020 |
| 10.16 | Note Purchase Agreement, dated February 26, 2010, by and between PNG Companies, LLC and the note purchasers thereto | 8-K/A | 001-06659 | 10.1 | April 13, 2020 |
| 10.16.1 | Third Supplement to Note Purchase Agreement, dated September 20, 2017, by and between PNG Companies, LLC and the note purchasers thereto | 8-K/A | 001-06659 | 10.1.6 | April 13, 2020 |
| 10.16.2 | Fourth Supplement to Note Purchase Agreement, dated November 9, 2017, by and between PNG Companies, LLC and the note purchasers thereto | 8-K/A | 001-06659 | 10.1.7 | April 13, 2020 |
| 10.16.3 | Credit Agreement, dated November 25, 2020, by and between PNG Companies, LLC and PNC Bank, National Association and TD Bank, N.A. | 10-K | 001-06659 | 10.21.9 | March 1, 2022 |
| 10.16.4 | Amended and Restated Revolving Credit Agreement, dated as of June 3, 2025, between PNG Companies LLC and PNC Bank, National Association, Citizens Bank N.A., and The Huntington National Bank | 10-Q | 001-06659 | 10.2 | August 4, 2025 |
| 19.1 | The Registrant’s Insider Trading Policy | 10-K | 001-06659 | 19.1 | February 27, 2025 |
| 21.1 | Subsidiaries of Essential Utilities, Inc. | ^ | ^ | ^ | ^ |
| 23.1 | Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP | ^ | ^ | ^ | ^ |
| 31.1 | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 | ^ | ^ | ^ | ^ |
| 31.2 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934 | ^ | ^ | ^ | ^ |
| 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 | ^^ | ^^ | ^^ | ^^ |
| 32.2 | Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 | ^^ | ^^ | ^^ | ^^ |
| 97.1 | The Registrant’s Compensation Recoupment Policy | 10-K | 001-06659 | 10.16 | March 1, 2023 |
| 101.INS | Inline XBRL Instance Document | ^ | ^ | ^ | ^ |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ^ | ^ | ^ | ^ |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ^ | ^ | ^ | ^ |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ^ | ^ | ^ | ^ |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ^ | ^ | ^ | ^ |
| 101.PRES | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ^ | ^ | ^ | ^ |
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (included in Exhibit 101) | ^ | ^ | ^ | ^ |
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of specific instruments defining the rights of holders of long-term debt of the Company or its subsidiaries are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.
*Indicates management contract or compensatory plan or arrangement
** Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the SEC upon request.
^ Filed herewith
^^Furnished herewith
The Merger Agreement incorporated by reference as Exhibit 2.1 herewith has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about American Water or the Company, or any of their or our respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules exchanged between the parties in connection with the execution of the Merger Agreement (such disclosure schedules having included information in each party’s public disclosures, as well as additional non-public information); (iv) may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of American Water or the Company, or any of their or our respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the reports and other documents that are or to be filed by the Company with the SEC.
SIGNATURES
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.