Form 8-K

8-K — Essential Utilities, Inc.

Accession: 0001552781-26-000404

Filed: 2026-08-05

Period: 2026-08-04

CIK: 0000078128

SIC: 4941 (WATER SUPPLY)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — e26327_wtrg-8k.htm (Primary)

EX-99.1 (e26327_ex99-1.htm)

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2026-08-04

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

FORM

8-K

CURRENT

REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of report (Date of earliest event reported): August

4, 2026

Essential

Utilities, Inc.

(Exact Name of Registrant Specified in Charter)

Pennsylvania

001-06659

23-1702594

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

762

West Lancaster Avenue

Bryn

Mawr, Pennsylvania

19010-3489

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s

telephone number, including area code: (610) 527-8000

_______________________________________________

(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:

☐ 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:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.50 par value

WTRG

New

York Stock Exchange

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. ☐

Item 2.02 Results of Operations

and Financial Condition.

On August 4, 2026, Essential Utilities, Inc. issued a press release announcing

its financial results for the quarter ended and six months ended June 30, 2026. The full text of such press release is furnished as Exhibit

99.1 to this Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Essential Utilities, Inc., August 4, 2026

104 Cover

Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

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.

ESSENTIAL

UTILITIES, INC.

By:

/s/

Christopher P. Luning

Christopher

P. Luning

Executive Vice President, General Counsel

Dated: August 5, 2026

EX-99.1

Filename: e26327_ex99-1.htm · Sequence: 2

Exhibit 99.1

Essential Utilities Reports Q2

2026 Results

Affirms

Financial and Growth Guidance

· GAAP Earnings of $0.37 per share for Q2 2026 and adjusted earnings per share of $0.38 (non-GAAP) which exclude transaction

costs associated with the pending merger with American Water

· Affirms anticipated growth in earnings per share at a compound annual growth rate of 5 to 7%

· Increased quarterly dividend 5.25%

· Invested $662.2 million in infrastructure in the first six months of the year; on track to invest $1.7 billion in 2026

· Received orders from Public Utilities Commission of Ohio and the Virginia State Corporation Commission approving merger

with American Water

BRYN MAWR, Pa. (August

4, 2026) – Essential Utilities Inc. (NYSE: WTRG) today reported results for the second quarter ended June 30, 2026.

Company Highlights

“Our commitment

to operational efficiency, proactive cost optimization, and value driven customer experience investments underpins our confidence

in driving strong performance for 2026. While our organization transitions towards the targeted Q1 2027 merger with American Water,

we remain steadfast in our commitment to driving peak operational performance,” said Essential Utilities Chairman and Chief

Executive Officer Christopher Franklin. “We are confident that the combination with American Water will bring exciting new

opportunities, and we believe that, together, we will deliver significant benefits to our combined customers and shareholders.

Crucially, both companies share a dedicated focus on smart capital deployment targeting measurable reliability and quality service.

This will allow us to uphold our strong safety and reliability metrics while continuing to deliver affordable, cost-effective

utility solutions,” Franklin added.

“The regulatory approval

processes for our merger with American Water continue to progress. On June 22nd, we received approval of the merger from the Virginia

State Corporation Commission, and on May 14th we received approval from the Public Utilities Commission of Ohio. Previously,

we received regulatory approval for the merger from the Kentucky Public Service Commission.

As a reminder, we filed in

all pertinent states before the end of 2025. In February, at the special shareholder meeting to approve the merger, approximately

95% of the voted shares were cast in favor of the transaction. This overwhelming mandate supports what we have believed from the

start: that this combination creates a premier, multi-state utility with a high growth profile,” Franklin added.

Second Quarter 2026 Operating

Results

Essential

reported GAAP net income of $105.7 million and earnings per share of $0.37 for the second quarter of 2026, compared to GAAP net

income of $107.8 million and earnings per share of $0.38 for the same period in 2025.

The

second quarter Q2 2026 non-GAAP EPS of $0.38, reflects business results without the impact of merger-related expenses incurred

in the quarter.

Revenues for the

quarter were $530.9 million compared to $514.9 million in the second quarter of 2025, an increase of 3%. Additional revenues from

regulatory recoveries and purchased gas costs were the main revenue drivers. Operations and maintenance expenses were $153.6 million

for the second quarter of 2026, compared to $148.5 million in the second quarter of 2025, an increase of 3.5%, primarily due to

increases in employee-related costs of $5.9 million, including annual merit increases and higher medical claims, and an increase

in production costs for water and wastewater operations of $2.3 million, offset by a decrease in insurance expenses of $4.9 million

primarily due to insurance recoveries, a decrease in bad debt expense of $2.9 million, a decrease in customer assistance surcharge

costs of $1.5 million, which generally has an offsetting amount in revenues, and merger-related expenses of $1.2 million. Excluding

merger related costs, O&M expenses increased by 2.6%.

Essential’s

regulated water segment reported revenues for the quarter of $357.5 million, an increase of 7.6% compared to $332.3 million in

the second quarter of 2026. Regulatory recoveries and increased volume were the largest contributors to the increase in revenues

for the period. Operations and maintenance expenses for Essential’s regulated water segment increased to $109.4 million

for the second quarter of 2026 compared to $100.1 million in the second quarter of 2025, driven by increased employee-related

costs, increases in production costs for water and wastewater operations particularly purchased water and chemical costs, and

additional operating costs associated with acquisitions of water and wastewater systems. Excluding the one-time items and the

impact of abnormal weather, operations and maintenance expenses for the full year are expected to be in line with historic norms.

Essential’s

regulated natural gas segment reported revenues for the quarter of $169.3 million, compared to $177.3 million in the second quarter

of 2025, driven primarily by higher rates and surcharges, a decrease in purchased gas costs, and lower volumes due to warm weather

conditions during the second quarter of 2026 as compared to 2025. Operations and maintenance expenses for Essential’s regulated

natural gas segment were essentially flat at $49.9 million for the second quarter of 2026 compared to $49.8 million in the second

quarter of 2025.

For the first six

months of 2026, the Company reported revenues of $1,392.6 million, a 7.2% increase, primarily due to regulatory recoveries, increased

purchased gas costs, and higher volumes in the regulated natural gas segment, compared to $1,298.5 million in the first half of

2025. Operations and maintenance expenses for the first half of 2026 totaled $329.4 million, compared to $286.3 million in 2025,

including $17.5 million of merger related expenses in 2026. Net Income for the first half of 2026 totaled $330.1 million, or $1.16

per share, compared to $391.6 million, or $1.41 per share for the same period of 2025.

Dividend

As previously announced on

July 29, 2026, Essential’s board of directors increased the quarterly cash dividend, 5.25% to $0.3606 per share of common

stock. This dividend will be payable on September 1, 2026, to shareholders of record on August 11, 2026.

Essential Utilities has

paid consecutive quarterly cash dividends for over 80 years and has increased the dividend 36 times in the last 35 years.

Financing

As of June 30, 2026, Essential’s

weighted average cost of fixed-rate long-term debt was 4.16%, and the company had $960 million available on its credit lines.

Rate Activity

Thus far in 2026, the Company’s

regulated water segment received rate awards or infrastructure surcharges that will increase annual revenues in Pennsylvania,

Illinois, Ohio, North Carolina and Indiana by $43.9 million, and its regulated natural gas segment received rate awards or infrastructure

surcharges in Kentucky and Pennsylvania of $12.7 million.

The Company currently has

base rate cases or infrastructure surcharges pending in Texas, Virginia, Illinois, Indiana and New Jersey for its regulated water

and wastewater segment for an estimated $79.7 million in incremental annual revenues. The company currently has a base rate case

pending in Pennsylvania for its natural gas segment with a requested revenue increase of $163.2 million to support its Long-Term

Infrastructure Improvement Plan, which involves the replacement and retirement of aging gas mains and the associated reduction

of greenhouse gas emissions.

Capital Expenditures

Essential invested approximately

$662.2 million in the first six months of 2026 to improve its regulated water and natural gas infrastructure systems and to enhance

customer service across its operations. The Company continues to be a leader in the United States at replacing miles of aged underground

utility pipes and is committed to maintaining elevated levels of infrastructure investment. Essential is on track to invest $1.7

billion in needed infrastructure investments in 2026.

Water Utility Growth by Acquisition

Essential’s continued

growth by acquisition allows the company to provide safe and reliable water and wastewater service to a larger customer base than

it could from organic customer growth alone.

Since 2015, Essential has

acquired approximately $570 million in rate base and added more than 138,000 new customers or equivalent dwelling units to

the company’s footprint.

In May 2026, the Company

acquired Integra Water Texas, LLC’s wastewater system in Bastrop County, Texas, for approximately $4.9 million. The Company has

signed purchase agreements for additional water and wastewater systems in Pennsylvania, Texas, North Carolina and New Jersey that

are pending closing and are expected to serve over 200,000 customers or equivalent dwelling units and total approximately $282

million in purchase price. The Company’s $276.5 million agreement to acquire the Delaware County Regional Water Quality

Control Authority (DELCORA), a Pennsylvania sewer authority that serves approximately 198,000 equivalent dwelling units in the

Philadelphia suburbs, is included among these signed purchase agreements.

The pipeline of potential

water and wastewater municipal acquisitions the Company is actively pursuing represents approximately 400,000 total customers.

Merger with American Water

Works Company, Inc.

The Company is continuing

to progress through the process of obtaining the consents and approvals needed to successfully consummate the proposed merger

with American Water. On February 10, 2026, shareholders of both companies voted overwhelmingly in favor of merger-related proposals.

In 2025, Essential submitted applications for required regulatory approval in all states where applicable. On June 22, 2026, we

received an order from the Virginia State Corporation Commission approving the merger. Previously we had obtained regulatory approval

for the merger from public utility commissions in Kentucky and Ohio.

We continue to expect the merger

to close in the first quarter of 2027.

Financial and Growth Guidance

The Company’s latest

expectations are the following:

· Anticipated

growth in long-term earnings per share at a compound annual growth rate of 5% to 7% from

the adjusted 2024 earnings per share of $1.97 (non-GAAP) for the three-year period through

2027.

· In

2026, regulated infrastructure investments are expected to be $1.7 billion.

· Multiyear

plan to ensure that finished water does not exceed the federal maximum contaminant level

of the six EPA-regulated PFAS chemicals.

Guidance Assumptions

Essential

Utilities does not guarantee future results of any kind. Guidance is subject to risks and uncertainties, including, without limitation,

those factors outlined in the “Forward Looking Statements” of this release and the “Risk Factors” section

of the company’s annual and quarterly reports filed with the Securities and Exchange Commission. The earnings per share

and infrastructure investment include the municipal water and wastewater acquisitions for which the company has entered into signed

purchase agreements as of the date the guidance was announced, but do not include DELCORA or other potential acquisitions from

the company’s list of acquisition opportunities that currently represents over 400,000 customer equivalents. While the company

remains confident in its ability to close DELCORA, for guidance purposes, DELCORA has been removed from all guidance metrics.

The company’s guidance includes the expectation that the company will continue to issue equity and debt on an as-needed

basis to support acquisitions and capital investment plans.

Essential

Utilities believes that the non-GAAP financial measure “adjusted earnings per share” used for 2024 and identified

as part of its multi-year financial and growth guidance supplements investors the ability to measure the company’s financial

operating performance for 2024, including by adjustment, as compared to the Company’s operating performance in 2024.

2026 Earnings Call Information

Date: August 5th,

2026

Time: 11 a.m. EDT (please dial in

by 10:45 a.m.)

Webcast and slide presentation link:

https://www.essential.co/events-and-presentations/events-calendar

The call and presentation will be

webcast live so interested parties may listen over the internet by logging on to Essential.co and following the link for Investors.

The conference call will be archived in the Investor Relations section of the company’s website following the call.

About Essential

Essential

Utilities, Inc. (NYSE: WTRG) delivers safe, clean, reliable services that improve quality of life for individuals, families, and

entire communities. With a focus on water, wastewater, and natural gas, Essential is committed

to sustainable growth, operational excellence, a superior customer experience, and premier employer status. We are advocates for

the communities we serve and are dedicated stewards of natural lands, protecting thousands

of acres of forests and other habitats throughout our footprint.

Operating as the Aqua and Peoples brands, Essential serves approximately

5.5 million people across nine states. Essential is one of the most significant publicly traded water, wastewater service and natural

gas providers in the U.S. Learn more at www.essential.co.

Forward-Looking Statements

This release

contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which generally

include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates,”

and similar expressions. The Company can give no assurance that any actual or future results or events discussed in these statements

will be achieved. Any forward-looking statements represent its views only as of today and should not be relied upon as representing

its views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks

and uncertainties that could cause the company’s actual results to differ materially from the statements contained in this

release. Such forward-looking statements include, among others: the anticipated receipt of

regulatory approvals for, and closing of, the company’s proposed merger with American Water; the

guidance range of net income per diluted common share; the anticipated amount of infrastructure investment in 2026;

and the Company’s anticipated use of equity and debt financing. There are

important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking

statements including: the expected timing and likelihood of completion of our proposed merger with American Water; changes in

the EPAs regulations; changes in the United States’ governmental policies, including those from the Executive Branch; disruptions

in the global economy; potential disruptions in the supply chain for raw and finished materials; the continuation of the company’s

growth-through-acquisition program; general economic business conditions; the company’s ability to successfully execute

any equity or debt financing transactions, including on an as needed basis; housing and customer growth trends; unfavorable weather

conditions; the success of certain cost-containment initiatives; changes in regulations or regulatory treatment; the company’s

ability to successfully close municipally owned systems presently under agreement and successfully complete other acquisitions

and dispositions; and other factors discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, which

are filed with the Securities and Exchange Commission. For more information regarding risks and uncertainties associated with

Essential’s business, please refer to Essential’s annual, quarterly, and other SEC filings. Essential is not under any obligation

- and expressly disclaims any such obligation - to update or alter its forward-looking statements whether as a result of new information,

future events, or otherwise.

Essential Utilities, Inc. and Subsidiaries

Selected Operating Data

(In thousands, except per share amounts)

(Unaudited)

Quarter Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Operating revenues

$ 530,854

$ 514,907

$ 1,392,613

$ 1,298,533

Operations and maintenance expense

$ 153,635

$ 148,510

$ 329,430

$ 286,334

Net income

$ 105,725

$ 107,827

$ 330,117

$ 391,616

Basic net income per common share

$ 0.37

$ 0.38

$ 1.16

$ 1.41

Diluted net income per common share

$ 0.37

$ 0.38

$ 1.16

$ 1.41

Basic average common shares outstanding

283,655

280,275

283,419

277,748

Diluted average common shares outstanding

284,088

280,725

283,998

278,335

Essential Utilities, Inc. and Subsidiaries

Consolidated Statement of Operations

(In thousands, except per share amounts)

(Unaudited)

Quarter Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Operating revenues

$ 530,854

$ 514,907

$ 1,392,613

$ 1,298,533

Cost & expenses:

Operations and maintenance

153,635

148,510

329,430

286,334

Purchased gas

46,201

56,735

284,816

241,376

Depreciation

109,578

99,542

216,687

196,306

Amortization

3,714

3,977

7,334

6,590

Taxes other than income taxes

24,453

20,872

50,433

43,751

Total

337,581

329,636

888,700

774,357

Operating income

193,273

185,271

503,913

524,176

Other expense (income):

Interest expense

89,111

79,809

176,418

161,874

Interest income

(510 )

(301 )

(2,121 )

(530 )

Allowance for funds used during construction

(5,739 )

(7,027 )

(11,499 )

(12,859 )

Other, net

1,295

391

1,220

Income before income taxes

109,116

112,399

339,895

375,593

Income tax expense (benefit)

3,391

4,572

9,778

(16,023 )

Net income

$ 105,725

$ 107,827

$ 330,117

$ 391,616

Net income per common share:

Basic

$ 0.37

$ 0.38

$ 1.16

$ 1.41

Diluted

$ 0.37

$ 0.38

$ 1.16

$ 1.41

Average common shares outstanding:

Basic

283,655

280,275

283,419

277,748

Diluted

284,088

280,725

283,998

278,335

Essential Utilities, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands of dollars)

(Unaudited)

June 30,

December 31,

2026

2025

Net property, plant and equipment

14,746,257

14,263,682

Current assets

465,309

610,396

Regulatory assets and other assets

4,730,421

4,590,767

19,941,987

19,464,845

Total equity

7,018,256

6,857,456

Long-term debt, excluding current portion, net of debt issuance costs and unamortized discount on debt

8,421,198

8,110,167

Current portion of long-term debt and loans payable

83,312

171,961

Other current liabilities

515,677

592,522

Deferred credits and other liabilities

3,903,544

3,732,739

19,941,987

19,464,845

Essential Utilities, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial

Measures

(In Thousands, except per share amounts)

The Company

is providing disclosure of the reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures.

The Company believes that the non-GAAP financial measures “adjusted income” and “adjusted diluted income per common

share” provide investors the ability to measure the Company’s financial operating performance by adjustment, which is more

indicative of the Company’s ongoing operating performance. The Company further believes that the presentation of these non-GAAP

financial measures is useful to investors as a more meaningful way to compare the Company’s operating performance against its

guidance range for 2024.

This reconciliation

includes a presentation of the non-GAAP financial measures “adjusted income” and “adjusted diluted income per common

share” and have been adjusted for the following items:

(1) During the

first quarter of 2024, the Company completed the sale of its interest in three non-utility local microgrids and distributed energy projects

and recognized a gain of $91,236, net of transaction expenses. In October 2023, the Company completed the sale of its regulated natural

gas utility assets in West Virginia. In 2024, the Company received additional proceeds from the sale of regulated natural gas utility

assets in West Virginia and post-transaction activities.

(2) Estimated

impact to Peoples Natural Gas (PNG) operating revenues from warmer than normal weather conditions during 2024 and nonrecurring

usage. These impacts are partially offset by favorable water consumption in 2024 due to drier than normal weather conditions.

(3) The

income tax impact of the non-GAAP adjustments described above.

These financial

measures are measures of the Company’s operating performance that do not comply with U.S. generally accepted accounting principles

(GAAP), and are thus considered to be “non-GAAP financial measures” under applicable Securities and Exchange Commission regulations.

These non-GAAP financial measures are derived from our consolidated financial information, if available, and is provided to supplement

the Company’s GAAP measures, and should not be considered as a substitute for measures of financial performance prepared in accordance

with GAAP.

The following

reconciles our GAAP results to the non-GAAP information we disclose.

Year Ended

December 31,

2024

Net

Income (GAAP financial measure)

$ 595,314

Adjustments:

(1) Gain on sales of assets and related transaction activities

(94,024 )

(2) Adjustments for estimated effects of unfavorable weather (addback)

18,749

(3) Income tax effect of non-GAAP adjustments

20,859

Adjusted

income (Non-GAAP financial measure)

$ 540,898

Net

income per common share (GAAP financial measure (Earnings per share)):

Basic

$ 2.17

Diluted

$ 2.17

Adjusted

income per common share (Non-GAAP financial measure (Adjusted Earnings per share)):

Basic

$ 1.97

Diluted

$ 1.97

Average

common shares outstanding:

Basic

273,914

Diluted

274,421

Essential Utilities,

Inc. and Subsidiaries

Reconciliation of

GAAP to Non-GAAP Financial Measures

(In thousands, except

per share amounts)

(Unaudited)

The

Company is providing disclosure of the reconciliation of adjusted earnings per share, a non-GAAP financial measures referenced

in this release, to the most comparable GAAP financial measure. Adjusted earnings per share does not comply with U.S. generally

accepted accounting principles (GAAP), and is thus considered to be a “non-GAAP financial measures” under applicable

SEC regulations.

Adjusted earnings per share is one of the primary metrics used by management to evaluate the Company’s

financial performance and compare it to that of its peers, evaluate the effectiveness of the Company’s business strategies,

and in connection with executive compensation decisions. This measure is also frequently used by analysts, investors, and others

to evaluate industry peers. Further, the Company believes adjusted earnings per share is helpful in highlighting trends in the

Company’s results because it allows for more consistent comparisons of performance between periods by excluding gains and

losses that are non-operational in nature or outside the control of management. The Company further believes that this non-GAAP

financial measure is useful to investors as a more meaningful way to compare the Company’s operating performance against

its guidance. This non-GAAP measure does, however, have certain limitations and should not be considered as an alternative to

earnings per share or any other performance.

Adjusted earnings per share adjusts for the following items:

(1)

costs associated with the pending merger with American Water; and

(2)

the income tax impact of the non-GAAP adjustment described above.

Three Months Ended

June 30, 2026

Net income (GAAP financial measure)

$ 105,725

Adjustments:

(1) Costs associated with the pending merger with American

Water

1,191

(2) The income tax impact of the non-GAAP

adjustment described above

(321 )

Adjusted income (Non-GAAP financial measure)

$ 106,595

Net income per common share (GAAP financial measure):

Basic

$ 0.37

Diluted

$ 0.37

Adjusted income per common share (Non-GAAP financial measure):

Basic

$ 0.38

Diluted

$ 0.38

Average common shares outstanding:

Basic

283,655

Diluted

284,088

Essential Utilities, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)

The

Company is providing disclosure of the reconciliation of adjusted earnings per share, a non-GAAP financial measures referenced

in this release, to the most comparable GAAP financial measure. Adjusted earnings per share does not comply with U.S. generally

accepted accounting principles (GAAP), and is thus considered to be a “non-GAAP financial measures” under applicable

SEC regulations.

Adjusted earnings per share is one

of the primary metrics used by management to evaluate the Company’s financial performance and compare it to that of its

peers, evaluate the effectiveness of the Company’s business strategies, and in connection with executive compensation decisions.

This measure is also frequently used by analysts, investors, and others to evaluate industry peers. Further, the Company believes

adjusted earnings per share is helpful in highlighting trends in the Company’s results because it allows for more consistent

comparisons of performance between periods by excluding gains and losses that are non-operational in nature or outside the control

of management. The Company further believes that this non-GAAP financial measure is useful to investors as a more meaningful way

to compare the Company’s operating performance against its guidance. This non-GAAP measure does, however, have certain limitations

and should not be considered as an alternative to earnings per share or any other performance. Adjusted

earnings per share adjusts for the following items:

(1) costs

associated with the pending merger with American Water; and

(2) the

income tax impact of the non-GAAP adjustment described above.

Six Months Ended

June 30, 2026

Net income (GAAP financial measure)

$ 330,117

Adjustments:

(1) Costs associated with the pending merger with American

Water

17,521

(2) The income tax impact of the non-GAAP

adjustment described above

(4,716 )

Adjusted income (Non-GAAP financial measure)

$ 342,922

Net income per common share (GAAP financial measure):

Basic

$ 1.16

Diluted

$ 1.16

Adjusted income per common share (Non-GAAP financial measure):

Basic

$ 1.21

Diluted

$ 1.21

Average common shares outstanding:

Basic

283,419

Diluted

283,998

Media Contact:

David Kralle

Vice President, Public Affairs

Media Hotline: 1.877.325.3477

Media@Essential.co

Investor Contact:

Brian Dingerdissen

Vice President, Treasurer, FP&A, and

O: 610.645.1191

BJDingerdissen@Essential.co

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v3.26.1

Cover

Aug. 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 04, 2026

Entity File Number

001-06659

Entity Registrant Name

Essential

Utilities, Inc.

Entity Central Index Key

0000078128

Entity Tax Identification Number

23-1702594

Entity Incorporation, State or Country Code

Entity Address, Address Line One

762

West Lancaster Avenue

Entity Address, City or Town

Bryn

Mawr

Entity Address, State or Province

Entity Address, Postal Zip Code

19010-3489

City Area Code

(610)

Local Phone Number

527-8000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

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Common

stock, $0.50 par value

Trading Symbol

WTRG

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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