---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-178616"
form_type: "8-K"
ticker: "AWK"
cik: "0001410636"
company_name: "American Water Works Company, Inc."
filed_at: "2023-06-29T23:59:59+00:00"
generated_at: "2026-06-13T14:46:28.680313+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# American Water subsidiary issues $1.035B of 3.625% exchangeable notes due 2026

## Summary
- Net proceeds of ~$1.022B to repay commercial paper and for general corporate purposes.
- Initial exchange rate: 5.8213 shares/$1,000 principal; exchange price ~$171.78 (22.5% premium to $140.23 close on June 26, 2023).
- Notes are unsecured obligations of AWCC with a support agreement from American Water (functional guarantee).
- Maturity June 15, 2026; interest at 3.625% payable semi-annually starting December 15, 2023.
- Holders can require repurchase at 100% principal plus accrued interest upon a fundamental change.

## SEC filing metadata
- accession: 0001193125-23-178616
- form_type: 8-K
- ticker: AWK
- cik: 0001410636
- company_name: American Water Works Company, Inc.
- filed_at: 2023-06-29T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1410636/000119312523178616/0001193125-23-178616-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1410636/000119312523178616/d514709d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-178616
- JSON: https://secwatch.observer/filing/0001193125-23-178616.json
- Plain text: https://secwatch.observer/filing/0001193125-23-178616.txt

## Key facts
- Debt Financings
  American Water Works Company, Inc. incurred convertible notes of $1,035.0 million aggregate principal amount with J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several initial purchasers at 3.625% maturing June 15, 2026.
  - Instrument: convertible notes
  - Principal: $1,035.0 million aggregate principal amount
  - Counterparty: J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several initial purchasers
  - Rate: 3.625%
  - Maturity: June 15, 2026
  - Event: incurrence
  source text: On June 29, 2023, American Water Capital Corp. (“AWCC”), a wholly owned finance subsidiary of American Water Works Company, Inc. (“American Water”), issued $1,035.0 million aggregate principal amount of its 3.625% Exchangeable Senior Notes due 2026 (the “Notes”), which included an additional $135.0 million principal amount of Notes purchased pursuant to the exercise in full of the option to purchase additional Notes granted to the Initial Purchasers (as defined below) in the Purchase Agreement (as defined below).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1410636/000119312523178616/0001193125-23-178616-index.htm
- Material Agreements
  American Water Works Company, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $1,035.0 million aggregate principal amount of 3.625% Exchangeable Senior Notes due 2026 (effective 2023-06-29).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $1,035.0 million aggregate principal amount of 3.625% Exchangeable Senior Notes due 2026
  - Effective: 2023-06-29
  source text: AWCC issued the Notes pursuant to an indenture, dated as of June 29, 2023 (the “Indenture”), among AWCC, American Water and U.S. Bank Trust Company, National Association, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1410636/000119312523178616/0001193125-23-178616-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.