Form 8-K

8-K — YORK WATER CO

Accession: 0001140361-26-014830

Filed: 2026-04-15

Period: 2026-04-15

CIK: 0000108985

SIC: 4941 (WATER SUPPLY)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20070559_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20070559_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (ef20070559_ex99-2.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: April 15, 2026 (April 15, 2026)

(Date of earliest event reported)

THE YORK WATER COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania

001-34245

23-1242500

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

130 East Market Street, York, Pennsylvania

17401-1219

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (717) 845-3601

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, NO PAR VALUE

YORW

The Nasdaq Global Select Market

(Title of Class)

(Trading Symbol)

(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

THE YORK WATER COMPANY

ITEM 8.01.

OTHER EVENTS

On April 15, 2026, The York Water Company (the “Company”) issued a press release announcing a proposed public offering of shares of the Company’s

common stock, no par value (the “Offering”). A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, the Company and its underwriters for the Offering are using an electronic roadshow investor presentation concerning the Company and the

Offering, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Neither the disclosures in this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to

buy the securities described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such state or jurisdiction.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Form 8-K and the exhibits hereto constitute “forward-looking statements” within the meaning of Section 21E of the Securities

Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements. These

forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:

•

the amount and timing of rate increases and other regulatory matters including the recovery of costs recorded as regulatory assets;

•

expected profitability and results of operations;

•

trends;

•

goals, priorities and plans for, and cost of, growth and expansion;

•

strategic initiatives;

•

availability of water supply;

•

water usage by customers; and

•

the ability to pay dividends on our common stock and the rate of those dividends.

These forward-looking statements reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently

anticipates and you should not place undue reliance upon such statements, which are based only on information currently available to the Company and speak only as of the date hereof. The Company does not intend to make a public announcement when

forward-looking statements are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:

•

changes in weather or climate, including drought conditions or extended periods of heavy precipitation;

•

natural disasters, including pandemics and the effectiveness of the Company’s response plans;

•

levels of rate relief granted;

•

the level of commercial and industrial business activity within the Company’s service territory;

•

construction of new housing within the Company’s service territory and increases in population;

•

changes in government policies or regulations, including the tax code, and the impact of government shutdowns;

•

the ability to obtain permits for expansion projects;

•

material changes in demand from customers, including the impact of conservation efforts which may impact the demand of customers for water;

•

changes in economic and business conditions, including interest rates;

•

loss of customers;

•

changes in, or unanticipated, capital requirements, including requirements relating to compliance with increasing environmental and safety regulations;

•

the impact of acquisitions;

•

changes in accounting pronouncements;

•

changes in the Company’s credit rating or the market price of its common stock; and

•

the ability to obtain financing.

You should also refer to the risk factors and cautionary statements described in other documents that we file from time to time with the Securities and Exchange

Commission (the “SEC”), including in our most recent Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s SEC filings are accessible on the SEC website at www.sec.gov.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit

Number

Description

99.1

Press release dated April 15, 2026.

99.2

Electronic roadshow investor presentation.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

THE YORK WATER COMPANY

(Registrant)

By:

/s/ Matthew E. Poff

Name:

Matthew E. Poff

Title:

Chief Financial Officer

Dated: April 15, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20070559_ex99-1.htm · Sequence: 2

Exhibit 99.1

NEWS RELEASE

Contact Information:

JT Hand, President & CEO

jth@yorkwater.com

-OR-

Matthew E. Poff, Chief Financial Officer

matthewp@yorkwater.com

717-845-3601

130 East Market Street

York, PA 17401

THE YORK WATER COMPANY ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

York, Pennsylvania, April 15, 2026:

The York Water Company (“York Water” or the “Company”) (NASDAQ: YORW), a provider of water and wastewater utility services, announced today a proposed public offering of its common stock. All of the shares are being offered by York Water. In

addition, York Water intends to grant the underwriters a 30-day option to purchase additional shares of its common stock.

York Water intends to use the net proceeds from the offering for general corporate purposes, including our capital investment program,

repayment of outstanding indebtedness, and potential acquisitions.

Huntington Securities, Inc. is acting as sole book-running manager and Seaport Global Securities is acting as co-manager for the offering. The offering is subject to

market and other customary closing conditions, and York Water cannot assure you as to whether or when the offering may be completed.

The proposed offering will be made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (Registration No. 333-283488).

The offering may be made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to the offering has been

filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or from: Huntington Securities, Inc., 41 South High Street, Columbus, OH

43215, or by email at ecm_syndicate@huntington.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This news release may contain forward-looking statements. The Company undertakes no duty to update any forward-looking statement. More information concerning

forward-looking statements can be found in the Company’s filings with the SEC at sec.gov.

###

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: ef20070559_ex99-2.htm · Sequence: 3

Exhibit 99.2

Confidential

The purpose of this presentation is to introduce the recipient to The York Water

Company (the “Company”, “York Water”, “we” or “our”). This presentation is for informational purposes only and is intended solely for use in connection with a potential offering of securities by the Company and does not constitute an offer to

sell, or a solicitation of an offer to purchase, securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the

securities laws of such state or jurisdiction. Any such offer or solicitation will be made only by means of a prospectus and any related prospectus supplement. This presentation has been submitted to you on a confidential basis for

informational purposes only and may not be reproduced or distributed, in whole or in part, to any other person. The Company is not currently making any offer to sell, or soliciting any offers to buy, securities and cannot accept any orders

for securities at this time. Any offering of securities will only be made in accordance with the Securities Act of 1933, as amended (the “Securities Act”) and applicable Securities and Exchange Commission (“SEC”) by means of an effective

registration statement, including a prospectus and any applicable prospectus supplement, filed with the SEC. This presentation contains information that is highly confidential and/or highly privileged. The information is intended only for

the use of individuals or entities to which it is addressed. By agreeing to attend this meeting, you agree to keep all such information and the fact that this meeting has taken place confidential. If you are not the intended recipient, you

are hereby notified that any reliance, disclosure, copying, distribution, or taking of any action on the contents of this material is strictly prohibited. This presentation contains forward-looking statements within the meaning of Section

27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Words such as ‘‘may,’’ ‘‘should,’’ ‘‘believe,’’ ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘plan’’ and similar

expressions are intended to identify ‘‘forward-looking statements.’’ We intend these forward-looking statements to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These

forward-looking statements include, but are not limited to statements regarding: (i) the amount and timing of rate changes and other regulatory matters including the recovery of costs recorded as regulatory assets; (ii) expected profitability

and results of operations; (iii) trends; (iv) goals, priorities and plans for, and cost of, growth and expansion; (v) strategic initiatives; (vi) availability of water supply; (vii) water usage by customers; and (viii) the ability to pay

dividends on our common stock and the rate of those dividends. These forward-looking statements reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently anticipates.

Important matters that may affect what will actually happen include, but are not limited to: (i) changes in weather or climate, including drought conditions or extended periods of heavy precipitation; (ii) natural disasters, including

pandemics and the effectiveness of the Company’s response plans; (iii) levels of rate relief granted; (iv) the level of commercial and industrial business activity within the Company’s service territory; (v) construction of new housing

within the Company’s service territory and increases in population; (vi) changes in government policies or regulations, including the tax code, and the impact of government shutdowns; (vii) the ability to obtain permits for expansion

projects; (viii) material changes in demand from customers, including the impact of conservation efforts which may impact the demand of customers for water; (ix) changes in economic and business conditions, including interest rates; (x) loss

of customers; (xi) changes in, or unanticipated, capital requirements, including requirements relating to compliance with increasing environmental and safety regulations; (xii) the impact of acquisitions; (xiii) changes in accounting

pronouncements; (xiv) changes in the Company’s credit rating or the market price of its common stock; (xv) the ability to obtain financing; and other risks described in greater detail in our filings with the Securities and Exchange Commission

(the “SEC”), including the section titled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes with the SEC. The events and circumstances reflected in its forward-looking

statements may not be achieved or may not occur, and actual results could differ materially from those described in or implied by the forward-looking statements contained in this presentation. As a result of these risks, you should not place

undue reliance on these forward-looking statements. The forward-looking statements in this presentation are made only as of the date hereof. Except to the extent required by law, the Company assumes no obligation and does not intend to update

any of these forward-looking statements after the date of this presentation or to conform these statements to actual or revised expectations. Confidential

Confidential

          Confidential

Confidential

The York Water Company Average PA Regulated Water Companies Confidential

2018 2019 2020 2021 2022 2023 2024 2025      Confidential

2021 Confidential 2022 2023 2024 2025

Residential Commercial Other 2021 2022 2023 2024 2025 Confidential

2021 2022 2023 2024 2025 Confidential

2021 2022 2023 2024 2025 Est. 2026 Est. 2027 Confidential

• • • • • Confidential

    Confidential

   Confidential

Confidential

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