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 (Date of earliest event reported): February 10 18, 2026

American Water Works Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34028


Delaware			51-0063696
(State or other jurisdiction of incorporation)			(IRS Employer Identification No.)

1 Water Street

Camden, NJ 08102-1658

(Address of principal executive offices, including zip code)

(856) 955-4001

(Registrant’s telephone number, including area code)

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

Name of Each Exchange on Which Registered

Common stock, par value $0.01 per share

AWK

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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 52.0702. ~~Submission~~ Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

AOn ~~special~~February 18, ~~meeting~~2026, ~~of shareholders (the “Special Meeting”) of~~ American Water Works Company, Inc., ~~a Delaware corporation~~ (~~“American Water” or~~ the “Company”), ~~was~~issued ~~convened~~a ~~and~~press ~~held~~release onannouncing ~~February~~its ~~10,~~financial ~~2026,~~results infor ~~connection with~~ the ~~proposed~~fourth ~~merger~~quarter ~~(the “Merger”) of the Company~~ and ~~Essential~~year ~~Utilities~~ended December 31, ~~Inc~~2025. ~~(“Essential”),~~A ~~pursuant~~copy toof the ~~Agreement~~press ~~and~~release ~~Plan~~has ofbeen ~~Merger,~~included ~~dated~~ as ofExhibit ~~October~~99.1 ~~26,~~and ~~2025,~~is asincorporated ~~may be amended from time to time,~~ by ~~and~~reference ~~among the Company, Essential and Alpha Merger Sub, Inc~~herein. ~~(the “Merger Agreement”).~~

AtThe ~~the~~information ~~Special~~furnished ~~Meeting,~~in anItem ~~aggregate~~2.02 of ~~161,221,863~~this ~~shares,~~Current orReport ~~82.6%~~on ofForm ~~the~~8-K, ~~Company’s~~including ~~issued~~Exhibit ~~and outstanding common stock~~99.1, ~~par~~shall ~~value~~not ~~$0.01~~be ~~per~~deemed ~~share~~to ~~(the~~be “~~Common Stock~~filed”), asfor purposes of ~~December 29,~~Section ~~2025,~~18 of the ~~record~~Securities ~~date~~Exchange ~~for~~Act ~~the~~of ~~Special Meeting~~1934, ~~was~~as ~~represented~~amended in(the ~~person~~“Exchange ~~or by proxy~~Act”), ~~constituting~~nor ashall ~~quorum.~~it ~~The~~be ~~final~~deemed ~~results~~to ofbe ~~voting~~incorporated atby ~~the~~reference ~~Special~~into ~~Meeting~~any onfiling under the ~~matters~~Securities ~~submitted~~Act toof a1933, ~~vote~~as ofamended (the ~~Company’s~~“Securities ~~shareholders thereat~~Act”), ~~which~~or ~~results~~the ~~were~~Exchange ~~made~~Act, ~~available~~except toas ~~the~~shall ~~Company~~be onexpressly ~~February~~set ~~10,~~forth ~~2026,~~by ~~are~~specific asreference ~~set~~in ~~forth~~such ~~below~~filing.

1.The shareholders approved a proposal (the “Share Issuance Proposal”) for the Company to issue shares of Common Stock pursuant to the Merger Agreement, by the following vote:

For						Against						Abstain						Broker Non-Votes
160,422,727						581,842						217,294						—

2. The vote on a proposal to adjourn or postpone the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting (or any adjournment or postponement thereof) to approve the Share Issuance Proposal, or to ensure that any supplement or amendment to the Proxy Statement (as defined below) was timely provided to shareholders, was not determined, as the requisite number of shareholders voted to approve the Share Issuance Proposal.

Additional information in respect of the Special Meeting, the proposals described above, and the Merger is set forth in the Company’s joint proxy statement/prospectus dated December 31, 2025 (the “Proxy Statement”). Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to various additional conditions, including the receipt of clearance under the Hart-Scott-Rodino Act, and required regulatory approvals, including approval from applicable public utility commissions.

Item 7.01. Regulation FD Disclosure.

A joint press release of American Water and Essential Utilities, was issued on February 10, 2026 announcing that, at the respective special shareholder meetings of the Company and Essential, based on the final voting results, each company’s shareholders approved the Merger-related proposals.

A copy of this joint press release has been furnished as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K (or the exhibit thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, 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,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “will,” “should” and “could,” or the negative of such terms or other variations or similar expressions. These 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, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking

statements included in this Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) the parties’ ability to consummate the proposed merger pursuant to the terms of the definitive merger agreement or at all; (2) each party’s requirement 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); (3) an event, change or other circumstance that could give rise to the termination of the merger agreement; (4) the failure to satisfy or waive a condition to closing of the proposed merger on a timely basis or at all; (5) a delay in the timing to consummate the proposed merger; (6) the failure to integrate the parties’ businesses successfully; (7) the failure to fully realize benefits, efficiencies and cost savings from the proposed merger or that such benefits, efficiencies and cost savings may take longer to realize or be more costly to achieve than expected; (8) negative or adverse impacts of the announcement of the proposed merger on the market price of American Water’s or Essential Utilities’ common stock; (9) the risk of litigation, legal proceedings or other challenges related to the proposed merger; (10) disruption from the proposed merger making it more difficult to maintain relationships with customers, employees, contractors, suppliers, regulators, vendors, elected officials, governmental agencies, or other stakeholders; (11) the diversion of each party’s management’s time and attention from ongoing business operations and opportunities of such party on merger-related matters; (12) the challenging macroeconomic environment, including disruptions in the water and wastewater utility industries; (13) the ability of each party to manage its respective existing operations and financing arrangements on favorable terms or at all, including with respect to future capital expenditures and investments, operations, and maintenance costs; (14) changes in environmental laws and regulations regarding each party’s respective operations that may adversely impact such party’s businesses or increase the cost of operations; (15) changes in each party’s key management and personnel; (16) changes in tax laws that could adversely affect beneficial tax treatment of the proposed merger; (17) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the parties’ respective utility subsidiaries; and (18) other economic, business and other factors, including inflation, interest rate fluctuations or tariffs.

These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in American Water’s annual and quarterly reports as filed with the SEC and in the definitive joint proxy statement/prospectus, as filed with the SEC on December 31, 2025, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date this communication is first used or given. Neither American Water nor Essential Utilities has any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for American Water or Essential Utilities to predict all such factors. Furthermore, it may not be possible to assess the impact of any such factor on American Water’s or Essential Utilities’ businesses, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits to this Current Report have been provided herewith (as noted below):

Exhibit No.						Description
Exhibit						Description
99.1*						~~Joint~~ Press Release, dated February 1018, 2026, issued by American Water Works Company, Inc. ~~and Essential Utilities, Inc.~~
104						Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
*Filed herewith.

3* Furnished herewith.

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.

AMERICAN WATER WORKS COMPANY, INC.

Dated:

February 1018, 2026

By:

/s/ DAVID M. BOWLER

David M. Bowler

Executive Vice President and Chief Financial Officer

Filing Compare · American Water Works Company, Inc.