American Water to acquire Essential Utilities in stock-for-stock merger at 0.305x exchange ratio

American Water Works Company, Inc.

Essential shareholders to receive 0.305 shares of AWK common stock per share held; deal unanimously approved by both boards.
John Griffith to remain AWK CEO/President; Essential CEO Christopher Franklin to serve as Executive Vice Chair for two years post-close.
Termination fee structure: $370M owed by Essential to AWK, $835M owed by AWK to Essential under specified circumstances.
Post-merger board to have 15 directors: 10 from AWK, 5 from Essential; AWK to retain name and Camden, NJ HQ.
Closing conditions include shareholder votes, regulatory approvals (HSR, public utility commissions); deadline Oct 26, 2027 if extended.

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