Company Update

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 8, 2024   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, $.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 8.01 Other Events.    In connection with the offering (the “Offering”) by Essential Utilities, Inc. (the “Company”) of $500,000,000 principal amount of its 4.800% Senior Notes due 2027 (the “Notes”), the Company entered into an underwriting agreement, dated August 8, 2024 (the “Underwriting Agreement”), with PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.   The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.   The Offering is expected to close on or about August 15, 2024. The Notes will be issued and sold in a registered public offering pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-277563), including a prospectus supplement dated August 8, 2024, to the prospectus contained therein dated March 1, 2024, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.    Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   1.1 Underwriting Agreement, dated August 8, 2024, among Essential Utilities, Inc. and PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto. 104 Cover Page Interactive Data File (formatted in inline XBRL)              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.     ESSENTIAL UTILITIES, INC.       Date: August 13, 2024    By:     /s/ Christopher P. Luning   Name:   Christopher P. Luning   Title:    Executive Vice President, General Counsel