Essential Utilities Inc

mation

(a) Amendments to the Form of Stock Award Agreements

On May 2, 2024, the Board of Directors approved amendments to the forms of award agreements for the grant of Restricted Stock Units (“RSUs”), Performance-based Share Units (“PSUs”) and stock options to acquire shares of common stock to certain officers of the Company, including the named executive officers. The amendments amend the definition of “Retirement” under the award agreements to mean (i) the executive’s voluntary termination of employment after (A) the executive has attained age fifty-five (55) and has five (5) full years of service with the Company or (B) a combination of age and years of service equal to at least 60, and (ii) the executive has provided the Company at least six (6) months’ advance written notice of such Retirement. In the event of a Retirement, all outstanding awards under the award agreement accelerate and vest in full. However, if a change in control of the Company occurs, the provisions in the award agreement with respect to the impact of a change in control supersede this amended Retirement provision. The changes to the award agreements will apply prospectively to any new awards made to the designated officers.

(c) Security Trading Plans of Directors and Executive Officers

During the quarter ended March 31, 2024, none of the Company’s directors or executive officers adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

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