Every material Form 8-K Essential Utilities has filed with the SEC since August 15, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Essential Utilities disclosed that American Water, Essential Utilities and their affiliates filed a Stipulation of Settlement with the New Jersey Board of Public Utilities (NJBPU) on November 2, 2026, in the proceeding to approve the proposed merger. The stipulation was entered into with all parties, including NJBPU staff and the New Jersey Division of Rate Counsel, and is subject to review and approval by the NJBPU. The filing shows progress on regulatory approval, but the merger still requires the NJBPU's approval before it can proceed.
Stipulation of Settlement filed November 2, 2026, with all parties in the NJBPU proceeding
Stipulation posted to the NJBPU website as of November 5, 2026, and remains subject to NJBPU review and approval
Merger agreement with American Water was signed October 26, 2025; Essential Utilities would become a wholly owned subsidiary
Essential Utilities filed an 8-K furnishing American Water's unaudited financial statements for the quarter and nine months ended September 30, 2026, as Exhibit 99.1. The filing is tied to the pending merger under which Essential would become a wholly owned subsidiary of American Water, and the merger has not yet closed.
American Water third-quarter 2026 operating revenues were $1,510 million, up from $1,451 million a year earlier.
Third-quarter net income attributable to common shareholders was $387 million, compared with $379 million, with diluted EPS of $1.94 in both periods.
Nine-month diluted EPS was $4.56 versus $4.47, and the merger remains subject to customary closing conditions, including regulatory approvals.
Essential Utilities reported third-quarter 2026 GAAP net income of $103.8 million, or $0.36 per diluted share, up from $92.1 million, or $0.33, a year earlier, on revenue of $508.3 million, up 6.6%. For the first nine months, net income fell to $434.0 million, or $1.53 per share, from $483.7 million, or $1.73, even though revenue rose 7.1%. The company still expects its pending merger with American Water to close in the first quarter of 2027.
Q3 2026 GAAP diluted EPS was $0.36 versus $0.33; adjusted EPS was $0.38, excluding merger-related costs of $4.9 million (pre-tax).
Nine-month 2026 net income was $434.0 million, or $1.53 per share, versus $483.7 million, or $1.73 per share, in the same period of 2025; merger-related expenses were $22.5 million.
Board declared a quarterly dividend of $0.3606 per share, payable December 1, 2026, to holders of record on November 10, 2026.
Essential invested about $1.1 billion in infrastructure in the first nine months of 2026 and is on track to invest $1.7 billion in 2026.
Essential Utilities reported second-quarter 2026 revenue of $530.9 million, up 3% from a year earlier, while GAAP net income fell to $105.7 million, or $0.37 per share, from $107.8 million, or $0.38 per share. The company affirmed its 5% to 7% long-term earnings per share growth guidance and said it expects the pending merger with American Water to close in the first quarter of 2027.
Q2 2026 revenue was $530.9 million versus $514.9 million in Q2 2025; GAAP EPS was $0.37 versus $0.38, and adjusted EPS, which excludes merger costs, was $0.38.
Guidance affirmed: long-term EPS growth of 5% to 7% compound annual rate and $1.7 billion of 2026 infrastructure investment.
Quarterly dividend increased 5.25% to $0.3606 per share, payable September 1, 2026, to holders of record on August 11, 2026.
Virginia State Corporation Commission approved the American Water merger on June 22, 2026; Ohio approved it on May 14, 2026.
Essential Utilities reported first-quarter 2026 revenue of $861.8 million, up 10% from a year earlier, but GAAP net income fell to $224.4 million, or $0.79 per share, from $283.8 million, or $1.03 per share, in the first quarter of 2025. The prior-year quarter included non-recurring benefits, and the 2026 quarter included $16.3 million of merger-related expenses tied to the pending merger with American Water. The company affirmed its earnings growth guidance and its $1.7 billion 2026 infrastructure investment plan.
Revenue of $861.8 million, up from $783.6 million, driven mainly by regulatory recoveries and purchased gas costs
GAAP EPS of $0.79 versus $1.03; non-GAAP adjusted EPS of $0.83 excludes $0.04 of merger-related transaction costs
Guidance affirmed: 5% to 7% long-term EPS compound annual growth through 2027 from adjusted 2024 EPS of $1.97, and $1.7 billion in 2026 infrastructure investment
Quarterly dividend of $0.3426 per share, payable June 1, 2026, to shareholders of record on May 12, 2026
Essential Utilities closed a $500 million offering of 5.125% senior notes maturing March 15, 2036, issued under a 2019 indenture and a new supplemental indenture dated March 9, 2026. The filing is a routine debt financing that adds $500 million of long-term borrowing, and the filing does not state how the proceeds will be used.
$500 million principal amount of 5.125% Senior Notes due March 15, 2036, issued March 9, 2026
Interest payable semi-annually on March 15 and September 15, starting September 15, 2026
Company may redeem the notes before December 15, 2035 at the greater of a make-whole amount or par, and at par afterward
Barclays Capital, PNC Capital Markets and RBC Capital Markets were representatives of the underwriters
Essential Utilities reported full-year 2025 net income of $616.4 million, or $2.20 per share, up from $2.17 in 2024, on revenues of $2.47 billion, up 18.6%. Fourth-quarter net income fell to $132.7 million, or $0.47 per share, from $184.8 million, or $0.67, a year earlier. Shareholders of both companies approved the proposed merger with American Water on February 10, 2026, and the merger remains on track to close in the first quarter of 2027.
Full-year 2025 revenues rose 18.6% to $2,474.6 million from $2,086.1 million, and EPS was $2.20 versus $2.17 in 2024.
Fourth-quarter 2025 net income was $132.7 million, or $0.47 per share, down from $184.8 million, or $0.67, in the fourth quarter of 2024.
Latest guidance targets long-term EPS growth of 5% to 7% compounded annually through 2027, from an adjusted 2024 base of $1.97, with $1.7 billion of regulated infrastructure investment expected in 2026.
The board declared a quarterly dividend of $0.3426 per share, payable June 1, 2026.
Essential Utilities reported third-quarter 2025 net income of $92.1 million, or $0.33 per share, up from $69.4 million, or $0.25 per share, a year earlier, on revenue that rose 9.6% to $477.0 million. The company now expects 2025 GAAP earnings per share above its prior $2.07-$2.11 guidance range, citing non-recurring benefits, and reaffirmed its long-term guidance, which matters to shareholders because it signals stronger reported earnings for the year.
Q3 2025 net income was $92.1 million, or $0.33 per share, versus $69.4 million, or $0.25 per share, in Q3 2024.
Revenue for the quarter was $477.0 million, up 9.6%, mainly from rate increases.
For 2025, GAAP earnings per share are expected to be above the prior $2.07-$2.11 range due to non-recurring benefits.
The pending merger with American Water Works, announced October 27, 2025, is expected to close by the end of the first quarter of 2027.
On October 26, 2025, Essential Utilities agreed to merge into a subsidiary of American Water Works, with Essential surviving as a wholly owned subsidiary of American Water. Each Essential share would convert into 0.305 shares of American Water common stock, and the companies say the ratio implies a premium of approximately 10% to Essential shareholders. The deal requires approval from both companies' shareholders and regulatory clearances, and it is expected to close by the end of the first quarter of 2027.
Each Essential common share converts into 0.305 American Water shares; the press release cites a premium of about 10% based on the 60-trading-day VWAP ending October 24, 2025.
After closing, American Water shareholders would own about 69% and Essential shareholders about 31% of the combined company on a fully diluted basis.
Essential would pay American Water a $370 million termination fee, or American Water would pay Essential $835 million, under specified circumstances.
The transaction is expected to close by the end of the first quarter of 2027, subject to shareholder, Hart-Scott-Rodino and public utility commission approvals.
Essential Utilities, Inc. issued $500 million of 5.250% Senior Notes due August 15, 2035, with the offering closing on August 7, 2025. The notes were sold in a registered public offering under an existing S-3 shelf registration, and the filing sets out the indenture terms, including semi-annual interest and a make-whole redemption option before the May 15, 2035 par call date.
Principal amount: $500 million; interest rate 5.250% per year, payable February 15 and August 15, starting February 15, 2026.
Maturity date: August 15, 2035; redeemable before the May 15, 2035 par call date at the greater of a make-whole amount and principal, plus accrued interest.
Underwriting agreement dated August 5, 2025 with BofA Securities, Inc., Wells Fargo Securities, LLC and Huntington Securities, Inc. as representatives; the company agreed to indemnify the underwriters.
Indenture is with U.S. Bank Trust Company, National Association, as successor trustee; the filing does not state how the proceeds will be used.
Essential Utilities reported second-quarter 2025 net income of $107.8 million, or $0.38 per share, up from $75.4 million, or $0.28 per share, a year earlier, on revenue of $514.9 million, up 18.5%. The company expects 2025 GAAP earnings per share above its $2.07-$2.11 guidance range due to non-recurring benefits, and it raised its quarterly dividend by 5.25%.
Q2 2025 net income $107.8 million, or $0.38 per share, versus $75.4 million, or $0.28 per share, in Q2 2024
Q2 2025 revenues $514.9 million, up 18.5% from $434.4 million; operations and maintenance expense rose to $148.5 million from $142.5 million
2025 GAAP EPS expected above the $2.07-$2.11 guidance range due to non-recurring benefits; 2025 infrastructure investment expected at $1.4 to $1.5 billion
Quarterly dividend increased to $0.3426 per share, payable September 2, 2025, to holders of record on August 12, 2025
Essential Utilities reported first-quarter 2025 net income of $283.8 million, or $1.03 per share, up from $265.8 million, or $0.97 per share, a year earlier. Revenue rose 28% to $783.6 million, mainly from regulatory recoveries, higher purchased gas costs and higher regulated natural gas volumes, and the company affirmed its 2025 EPS guidance of $2.07 to $2.11. Shareholders also have a quarterly dividend of $0.3255 per share, payable June 2, 2025 to holders of record on May 13, 2025.
Q1 2025 net income was $283.8 million, or $1.03 per diluted share, versus $265.8 million, or $0.97, in Q1 2024.
Operating revenues were $783.6 million, up 28% from $612.1 million.
2025 diluted EPS guidance of $2.07 to $2.11 was affirmed, and long-term targets were also affirmed.
Quarterly dividend of $0.3255 per share is payable June 2, 2025 to shareholders of record on May 13, 2025.
Essential Utilities reported fourth-quarter 2024 net income of $184.8 million, or $0.67 per share, up from $0.50 a year earlier, and full-year 2024 net income of $595.3 million, or $2.17 per share, up 17%. Full-year results include a gain on the sale of the Pittsburgh-area energy projects, and adjusted full-year EPS was $1.97 (non-GAAP). The company affirmed its 2025 EPS guidance of $2.07 to $2.11 and its multi-year EPS growth target of 5 to 7% a year through 2027.
Q4 2024 revenue was $604.4 million, up 26.1% from $479.4 million; Q4 net income was $184.8 million.
Full-year 2024 revenue was $2,086.1 million, up 1.6%, and net income was $595.3 million, or $2.17 per share.
Adjusted full-year 2024 EPS was $1.97 (non-GAAP), excluding one-time gains and weather-related items.
The board declared a quarterly dividend of $0.3255 per share, payable June 2, 2025, to holders of record on May 13, 2025.
Essential Utilities director Roderick K. West resigned from the Board and all committees he served on, effective immediately, after informing the company on February 15, 2025. The company said the resignation was not due to any disagreement over operations, policies or practices, but to time commitments from his recent appointment as chief executive officer of Algonquin Power and Utilities Corp.
Resignation informed to the company on February 15, 2025; effective immediately
West had served on the Board since 2023 and sat on the Corporate Governance and Executive Compensation Committees
Company states no disagreement with management on operations, policies or practices
West cited time commitments from becoming CEO of Algonquin Power and Utilities Corp. (TSX/NYSE: AQN)
Essential Utilities director Edwina Kelly resigned from the board and all committees effective November 6, 2024, citing increased demands from her new employment position. The company will search for a replacement and has reduced the board to eight members until a director is elected; the Audit Committee still has three members meeting SEC and NYSE requirements.
Edwina Kelly resigned from the Board of Directors and all committees, effective November 6, 2024
She cited increasing time demands from employment following a recent promotion
Board size reduced to eight members until a new director is identified and elected
Audit Committee, previously four members, continues with three members meeting SEC and NYSE requirements
Essential Utilities reported third-quarter 2024 net income of $69.4 million, or $0.25 per share, down from $0.30 a year earlier, while revenue rose about 6% to $435.3 million. Year-to-date EPS of $1.50 rose about 9% from $1.37, helped by a first-quarter gain on an energy plant sale, and the company reinstated multi-year guidance of 5% to 7% compounded annual EPS growth through 2027, with 2025 EPS guidance of $2.07 to $2.11 that excludes the pending DELCORA acquisition.
Q3 2024 net income was $69.4 million, or $0.25 per share, versus $80.1 million, or $0.30, in Q3 2023; revenue rose to $435.3 million from $411.3 million.
Nine-month net income was $410.6 million, or $1.50 per share, versus $1.37 a year earlier, including a first-quarter gain on the energy plant sale.
2025 net income per diluted share guidance is $2.07 to $2.11, with 5% to 7% compounded annual EPS growth through 2027.
The 2024 EPS guidance of $1.96 to $2.00 was reaffirmed, and $500 million in three-year notes were issued in Q3.
Essential Utilities said Executive Vice President, Strategy and Corporate Development Matthew R. Rhodes resigned from all roles at the company and its subsidiaries to become chief financial officer of Pattern Energy Group L.P. The company said it plans to execute a succession plan to continue its strategy and corporate development program.
Matthew R. Rhodes notified the Chairman and CEO of his resignation on September 6, 2024
Rhodes served as Executive Vice President, Strategy and Corporate Development, including roles at subsidiaries
He is accepting the chief financial officer position at Pattern Energy Group L.P.
The filing does not name a successor; the company says it plans to execute its succession plan
Essential Utilities, Inc. issued $500 million of 4.800% senior notes maturing August 15, 2027, under an indenture with U.S. Bank Trust Company as trustee. The filing describes routine debt financing terms, including semi-annual interest payments and a make-whole redemption option before July 15, 2027.
Principal amount: $500 million, issued August 15, 2024
Interest rate of 4.800% per year, paid semi-annually on February 15 and August 15, starting February 15, 2025
Maturity date August 15, 2027; redeemable before July 15, 2027 at the greater of a make-whole amount or par
Holders of at least 25% of outstanding notes may accelerate payment upon certain events of default
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