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. )

ESSENTIAL UTILITIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

WEDNESDAY, APRIL 29, 2026

8:00 AM ET

Record Date** March 2, 2026**

**This year’s Annual Meeting will be conducted virtually, entirely by live audio broadcast. **

TO ATTEND, GO TO:

www.virtualshareholdermeeting.com/ WTRG2026and log in using the control number on your Notice of Internet Availability, proxy card or voting instruction form.

The list of shareholders will be available for inspection upon request by any shareholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal office located at 762 W. Lancaster Avenue, Bryn Mawr, PA 19010, or by contacting us atwww.essential.co/investor-relationsand will be available to view during the Annual Meeting on the meeting website.

Shareholders will have the same opportunities to participate in the virtual meeting as they would at an in-person meeting, including the opportunity to vote and ask appropriate questions.

By Order of the Board of Directors,

Kimberly A. Joyce

Secretary

March 17, 2026

Bryn Mawr, Pennsylvania 19010

Purpose

To elect seven nominees for directors;

To approve, on a non-binding and advisory basis, the compensation of the Company’s named executive officers; and

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2026 fiscal year.

We will also transact any other business as may properly come before the Annual Meeting or any postponement of the meeting.

Only shareholders of record at the close of business on March 2, 2026, will be entitled to notice of, and to vote at, the Annual Meeting and any postponement thereof.

Your vote is important

We urge each shareholder to promptly sign and return the provided proxy card or voting instruction form, or to use telephone or internet voting.

See our Questions and Answers about the Annual Meeting and the voting section of the proxy statement for information about voting by telephone or internet, how to revoke a proxy and how to vote your shares at the virtual Annual Meeting.

How to vote

ONLINE BEFORE THE MEETING* www.proxyvote.com ONLINE AT THE MEETING Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/WTRG2026 and follow the instructions for voting

BY MAIL Return your signed proxy card or voting instruction form in the postage-paid envelope provided

*If you hold shares directly, you have until 11:59 p.m. (ET) on April 28, 2026, to vote through the internet or by phone. If you are a plan participant, you have until 11:59 p.m. (ET) on April 26, 2026, to vote through the internet or by phone. If you vote by Internet or by phone, you do not need to mail back your proxy card or voting instruction form.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 29, 2026.

The Notice of Annual Meeting, Proxy Statement and 2025 Annual Report to Shareholders are available at:www.proxyvote.com.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

March 17, 2026

Dear Shareholders,

On behalf of your Board of Directors, I invite you to attend the 2026 Annual Meeting of Shareholders of Essential Utilities, Inc., which will be held virtually on April 29, 2026.

As we reflect on 2025, one principle guided our decisions and defined our results:excellence is essential. This commitment to operational excellence, disciplined execution, and strategic innovation delivered strong performance for our customers, communities, and shareholders.

Financial Performance

Our strong financial results in 2025 reflected disciplined execution across all aspects of our business. We achieved earnings per share above our initial guidance range, demonstrating consistent operational performance.

In October, the Board declared a quarterly dividend of $0.3426 per share—the 35th increase in the last 34 years. 2025 marked the 80th consecutive year we’ve paid shareholders a dividend. This achievement reflects our commitment to delivering reliable, growing returns to our investors.

To Our Shareholders

Infrastructure Investment and Operational Excellence

Infrastructure investment remains the cornerstone of our success. In 2025, we invested $1.4 billion to modernize water, wastewater, and natural gas systems across our service areas. These investments maintain the safety and reliability of our services while addressing emerging environmental challenges and driving rate base growth.

Our operational teams delivered excellence across every metric. We maintained strong performance while advancing over 300 PFAS treatment projects across our footprint, accelerating lead service line replacements, and modernizing natural gas pipelines to reduce greenhouse gas emissions. We reached a significant milestone in our smart gas meter deployment, enhancing safety and efficiency while positioning our gas business for long-term success.

In 2025, we launched The Essential Way—our Office of Continuous Improvement and enterprise-wide framework that empowers employees at every level to identify improvements and drive consistent performance across our operations.

We continued our disciplined acquisition strategy, completing system acquisitions serving approximately 10,300 customers for a total investment of approximately $58 million. We have four signed purchase agreements for additional systems in Pennsylvania and Texas that are expected to serve over 200,000 customers or equivalent dwelling units upon closing, representing approximately $300 million in total purchase price.

A Transformative Merger

On October 27, 2025, we announced a transformative merger with American Water, which we expect to create a premier regulated utility. Upon closing—expected by the end of the first quarter of 2027—the combined company will have a pro forma market capitalization of approximately $40 billion and a combined enterprise value of approximately $63 billion 1. This combination capitalizes on the operational excellence of both companies and creates a platform for enhanced long-term shareholder value through increased scale, enhanced capabilities, and expanded growth opportunities.

Environmental Leadership and Community

Our commitment to environmental stewardship earned national recognition in 2025. We were named to Newsweek’s America’s Most Responsible Companies list for the fifth consecutive year and USA TODAY’s America’s Climate Leaders list for the third consecutive year.

Beyond our operational achievements, we take great pride in our role as a corporate citizen. Through the Essential Foundation, we contributed approximately $7 million to community organizations across our nine-state footprint and reinforced our culture of giving through extensive employee volunteerism.

Looking Ahead

None of this would be possible without our dedicated employees, whose expertise and commitment to excellence drive our success every day. As we look ahead, we remain focused on operational excellence, disciplined capital deployment, and sustainable growth that delivers long-term value for our customers and shareholders.

In 2026, we plan to invest approximately $1.7 billion in critical infrastructure improvements. This disciplined approach to capital deployment, combined with our proven operational excellence, positions Essential to continue delivering consistent, sustainable value.

I look forward to sharing more about our progress and future plans during our Annual Meeting. On behalf of our Board of Directors, senior leadership team, and all Essential employees, thank you for your continued confidence and investment.

Sincerely,

Christopher H. Franklin

Chairman and Chief Executive Officer

1 Represents combined equity market capitalization as of 10/24/2025.

Forward-Looking Statements

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “likely,” “uncertain,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “should,” “will” and “could” or the negative of such terms or other variations or similar expressions.

Forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, financial results, levels of activity, performance or achievements, and readers are cautioned not to place undue reliance upon them. Forward-looking statements may relate to, among other things, various risks and other uncertainties associated with the Company’s merger agreement with American Water and the related proposed merger, including: a fixed exchange ratio that will not adjust or account for fluctuations in the Company’s or American’s stock price; limitations on the parties’ ability to pursue alternatives to the proposed merger; an event, change or other circumstance that could give rise to the termination of the merger agreement; a delay in the timing to consummate the proposed merger; each party’s ability to obtain required governmental and regulatory approvals required for the proposed merger (and/or that such approvals may result in the imposition of burdensome or commercially undesirable conditions, including required dispositions, that could adversely affect the combined company or the expected benefits of the proposed merger); financial impacts of the proposed merger on the Company andthe combined company’s earnings, earnings per share, financial condition, results of operations, cash flows and share price, and any related accounting impacts; any impact of the proposed merger on the Company’s and the combined company’s ability to declare and pay quarterly dividends on its common stock; the risk of litigation and other potential challenges related to the proposed merger; changes in the parties’ key management and personnel; the amount and nature of incurred transaction costs associated with the proposed merger; and reduced ownership and voting interests for the Company’s and Essential’s shareholders upon completion of the proposed merger. These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties and other risk factors set forth in the 2025 Form 10-K and the Company’s other filings made under the Securities Act and the Exchange Act, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. The foregoing list of risks and uncertainties may not be exhaustive.

Any forward-looking statements the Company makes herein shall speak only as of the date of this proxy statement. Except as required by the federal securities laws, the Company does not have any obligation, and it specifically disclaims any undertaking or intention, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on the Company’s businesses, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.