American Water Works (AWK) 10-K risk factor changes: FY2025 vs FY2024

Our operations and the quality of water we supply [added: and wastewater we treat] are subject to extensive and increasingly stringent environmental, water quality and health and safety laws and regulations, including with respect to contaminants of emerging concern, compliance with which could impact both our operating costs and capital expenditures, and violations of which could subject us to substantial liabilities and costs, as well as damage to our reputation.

In the most serious cases, regulators could reduce requested rate increases or force us [added: to discontinue operations and sell our operating assets to another utility or to a municipality.]

[removed: While the EPA has] stated that it will focus on holding responsible under CERCLA entities that significantly contributed to the release of PFAS into the environment, it is not yet known whether [added: or to what extent] liability protection will be afforded to passive receivers of PFAS, including water and wastewater utilities.

These laws and regulations and their [removed: enforcement,] [added: enforcement] have become more stringent over time, and new or stricter requirements, such as the final EPA drinking water regulations for PFAS, the LCRR and the recently [removed: implemented] [added: promulgated] LCRI, are expected to increase our costs.

For example, the designation of PFOA and PFOS as hazardous substances under CERCLA may impact our [removed: ability] [added: approach] to [added: how we] dispose of material [removed: used] [added: related] to [removed: treat] [added: treatment at] impacted systems and may increase our costs as a result.

Although we may seek to recover ongoing compliance costs in our Regulated Businesses through customer rates, and certain jurisdictions in which our Regulated Businesses operate have passed laws authorizing recovery of such costs, there can be no guarantee that the various other regulatory PUCs or similar regulatory bodies that govern our Regulated Businesses would approve rate increases that would enable us to recover such costs [added: in whole] or [added: in part or] that such costs will not materially and adversely affect our financial condition, results of operations, cash flows and liquidity.

Attention is being given to contaminants of emerging concern, including, without limitation, chemicals and other substances that currently do not have any regulatory standard in drinking water or [added: wastewater or] have been recently created or discovered (including by means of scientific achievements in the analysis and detection of trace amounts of substances).

Furthermore, given the rapid pace at which these contaminants are being [added: identified,] created and/or discovered, we may not be able to detect and/or mitigate all such substances in our drinking water system or supplies, which could have a material adverse impact on our financial condition, results of operations and reputation.

These include, among other things, storms, ice or freezing conditions, high rainfall and wind conditions, hurricanes, tornadoes, earthquakes, landslides, drought, wildfires, coastal and intercoastal floods or high water conditions, including those in or near designated flood plains, pandemics and epidemics, [removed: severe] electrical storms, sinkholes, solar flares and chemical spills or other contamination causing temporary unavailability of our source water supplies.

[removed: Tariffs] [added: Utility tariffs] in place or cost recovery proceedings with respect to our Regulated Businesses may not provide reimbursement to us, in whole or in part, for any of these impacts.

Seasonal and other drought [removed: conditions, such as those experienced during 2024 in New Jersey, for example,] [added: conditions] that may impact our water services are possible across all of our service areas.

Responses may range from voluntary to mandatory water use [removed: restrictions (including those mandated in New Jersey in 2024),] [added: restrictions,] rationing restrictions, water conservation regulations, and requirements to minimize water system leaks.

Climate variability may cause increased [removed: volatility in] weather [added: volatility] and may impact water usage and related revenue or require additional expenditures, all of which may not be fully recoverable in rates or otherwise.

The issue of climate variability is receiving [removed: increasing] attention nationally and worldwide.

Because of the uncertainty of weather volatility related to climate variability, we cannot predict [removed: its] [added: the] potential impact on our business, financial condition, results of operations, cash flows and liquidity.

Furthermore, both [removed: Federal] [added: federal] and state laws and regulations have been enacted or proposed that seek to reduce or limit [removed: greenhouse gas] [added: GHG] emissions [removed: and] [added: and/or] require or would require additional reporting, monitoring and [removed: disclosure,] [added: disclosure of, among other things, GHG emissions] and [added: related financial risks, and] these regulations may become more pervasive or stringent in light of changing governmental agendas and priorities, although the exact nature and timing of these changes is uncertain.

- negatively impacting, among other things: (i) tax rates or positions or the deductibility of expenses under federal or state tax laws, (ii) the availability or amount of, or our ability to comply with the terms and conditions of, tax credits or tax abatement benefits, (iii) the amount of taxes owed or paid, including as a result of the CAMT provisions, (iv) the timing of tax effects on [removed: rates] [added: rates,] or (v) the ability to utilize our net operating loss carryforwards;

- making it easier for governmental entities to convert our assets to public ownership via condemnation, eminent domain or other similar process, or for governmental agencies or private plaintiffs to [removed: assess] [added: assert] liability against us for damages under these or similar processes;

- increasing the costs and/or difficulty of complying with proposed changes to federal [added: contracting regulations and] contractor affirmative action audits;

This risk is most acute during periods of substantial rainfall or flooding, which are the main causes of [added: sanitary] sewer overflow and system failure.

Liabilities resulting from such [removed: damage] [added: events] could adversely and materially affect our business, financial condition, results of operations and cash flows.

Any decrease in demand resulting from difficult economic conditions affecting these customers could adversely affect our [added: business,] financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations and cash flows.]

[removed: Tariffs] [added: Utility tariffs] in place with respect to our Regulated Businesses may not reimburse us, in whole or in part, for any of these impacts.

In [removed: 2024,] [added: 2025,] we invested [removed: $2.8] [added: $3.2] billion in net Company-funded capital improvements.

The water supplies that flow into our treatment plants or are delivered through our distribution system, or the water service that is provided to our customers, may be subject to contamination, including, among other types, contamination from naturally-occurring compounds, chemicals in groundwater systems, pollution resulting from manufactured sources (such as perchlorate, [removed: perfluorinated and polyfluorinated compounds,] [added: PFAS,] methyl tertiary butyl ether, 1,4-dioxane, lead and other materials, or chemical spills or other incidents that result in contaminants entering the water source), and contamination resulting from new and emerging contaminants as well as cyber attacks, possible terrorist attacks or other similar [removed: incidents.][added: incidents directed at our operations or industries upstream from our water treatment plants.]

If one of our water supplies or the water service provided to our customers is contaminated, depending on the nature of the contamination, we may have to take responsive actions that could include, among other things (1) limiting use of the water supply under a “Do Not Use” protective order that enables continuation of basic sanitation and essential fire protection, or (2) interrupting the use of that water [removed: supply,] [added: supply or water service,] in whole or in part, potentially impacting basic sanitation and fire protection needs.

We may be unable to recover costs associated with treating or decontaminating water supplies through insurance, customer rates, [added: utility] tariffs or contract terms, and any recovery of these costs that we are able to obtain through regulatory proceedings or otherwise may not occur in a timely manner.

We may not be protected from these claims or negative impacts of these claims in whole or in part by [added: utility] tariffs or other contract terms.

The imposition of any of the foregoing could have a material negative impact on us and our [added: long-term growth,] financial condition, results of operations and cash flows.

The failure of a dam would also adversely affect our ability to supply water in sufficient quantities to our [added: customers and could adversely affect our financial condition and results of operations.]

[removed: customers and] [added: A number of the factors that] could [added: materially and] adversely affect our [added: business,] financial condition [removed: and] [added: or] results of [removed: operations.][added: operations include:]

For example, [removed: on] [added: in] December [removed: 15,] 2023, the MPWMD filed eminent domain litigation against Cal Am in Monterey County Superior Court with respect to the Monterey system assets and the case is pending.

Unauthorized access to confidential information located or stored on these systems could negatively and materially impact our reputation, customers, employees, suppliers [removed: and other third parties.]

While we believe that we have appropriate security measures and safeguards to protect our operational and information technology systems, the [removed: recent] cybersecurity incident that we experienced in October 2024 demonstrated that those protections alone may not prevent a cyber attack, and we cannot guarantee that such protections will be completely successful in preventing or mitigating a future cyber attack.

See [removed: Item 1A—Risk Factors Risks] [added: —Risks] Related to our Industry and Business Operations—We may sustain losses that exceed or are excluded from our insurance coverage or for which we are self-insured, below for more information.

We are subject to an increasing number of complex and continually evolving data and consumer privacy, security and protection laws and regulations administered by various federal, state and local [removed: governments, including, for example, the California Privacy Rights Act, together with its amendments and implementing regulations, the Virginia Consumer Data Protection Act and the Cyber Incident Reporting for Critical Infrastructure Act of 2022.][added: governments.]

Any failure or perceived failure by us to comply with current or future federal, state, or local data or consumer privacy or security laws, regulations, policies, guidance, industry standards, or legal obligations, or any incident resulting in unauthorized access to, or the acquisition, release, or transfer of, personally identifiable information or other data relating to our customers, employees and others, may result in private or governmental enforcement actions, [removed: litigation, including, for example, from putative class action lawsuits filed in connection with our recent cybersecurity incident,] [added: litigation] or other [removed: claims against us, fines and penalties, or] [added: claims, as well as damages, fines, penalties and/or] adverse [added: disclosures,] perception or publicity about us and our businesses.

These events could also require us to change our business practices, and the events [added: (including any actions we may take to respond to] or [added: following] such [added: events) or such] changes may result in significant diversions of resources, distract management and divert the focus and attention of our security and technical personnel from other critical activities.

We may sustain losses that exceed or are excluded from our insurance coverage or for which we are [removed: self-insured.][added: self-insured.]

[added: As a result, we may sustain losses that] exceed or that are excluded from our insurance coverage, or for which we are self-insured and must therefore utilize our own financial resources to cover such losses.

Risk Factors Summary

The following summary is intended to enhance the readability and accessibility of our risk factor disclosures.

We encourage you to carefully review the full risk factors discussed below in their entirety for additional information.

- Our Regulated Businesses are subject to regulation by PUCs and other regulatory agencies, which affects our business, financial condition, results of operations and cash flows, and may be subject to fines, penalties and other sanctions for an inability to meet these regulatory requirements.

- Our operations and the water we supply are subject to environmental, water quality and health and safety laws and regulations, including contaminants of emerging concern, compliance with which could impact our operating costs and capital expenditures, and violations of which could subject us to costs, damage to our reputation or regulatory action, and contamination events may lead to service limitations, reduced usage or litigation.

- Limitations or restrictions on water supplies may adversely affect our access to sources of water, our ability to supply water to customers and, together with climate variability, severe weather, natural disasters and seasonality, may cause service disruptions, reduced demand or increased costs.

- The current regulatory rate setting process may result in a significant delay, also known as “regulatory lag,” from the time that we invest in infrastructure improvements, incur increased operating expenses, incur increased cost of capital or experience declining water usage, to the time at which we can seek to address these events in general rate cases.

Our inability to mitigate or minimize regulatory lag could adversely affect our business.

- Changes in laws and regulations can significantly and materially affect our business, financial condition, results of operations, cash flows and liquidity.

- Regulatory and environmental risks associated with the collection, treatment and disposal of wastewater may impose significant costs and liabilities, and aging infrastructure may require increased capital and O&M spending.

- Our Regulated Businesses require significant capital expenditures and may suffer if we fail to secure appropriate funding or experience increases in short- and long-term interest rates or delays in completing major capital expenditure projects.

- Aging infrastructure may lead to service disruptions, property damage and increased capital expenditures and O&M expenses and other costs, all of which could negatively impact our financial results.

- Contamination of water supplies or our water service provided to our customers could result in service limitations and interruptions and exposure to substances not typically found in potable water supplies, and could subject us and our subsidiaries to reductions in usage and other responsive obligations, government enforcement actions, damage to our reputation and private litigation.

- We are subject to adverse publicity and reputational risks, which make us vulnerable to negative customer perception and could lead to increased regulatory oversight or sanctions.

- The failure of, or the requirement to repair, upgrade or dismantle, any of our dams may adversely affect our financial condition, results of operations, cash flows and liquidity.

- Any failure of our network of water and wastewater pipes, water mains and water reservoirs could result in losses and damages that may affect our financial condition and reputation.

- An important part of our growth strategy is the acquisition of water and wastewater systems, which involves risks, including competition for acquisition opportunities from other regulated utilities, governmental entities and other buyers, which may hinder or limit our ability to grow our business.

- We face technology, cybersecurity and data privacy risks, including failures, cyber attacks, unauthorized access and evolving privacy requirements, any of which may result in operational disruption, regulatory actions or reputational harm.

- An inability to successfully develop and implement new technologies poses substantial risks to our business and operational excellence strategies, which could have a material adverse effect on our business and financial results.

- Our inability to efficiently upgrade and improve our operational and technology systems, or implement new systems, could result in higher than expected costs or otherwise adversely impact our internal controls environment, operations and profitability.

- Disruptions in our supply chain related to goods, such as pipe, chemicals, power and other fuel, equipment, water and other raw materials and services, could adversely impact our operations and our ability to serve our customers, as well as our financial results.

- Our indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flows to satisfy our liquidity needs.

- Our inability to access the debt or equity capital or financial markets or other events could affect our ability to meet our long-term commitments or liquidity needs at reasonable cost, which could adversely affect our financial condition and results of operations.

- Our forward sale agreements may adversely affect our results of operations or financial condition, the share price of our common stock and our liquidity, and may potentially cause shareholder dilution.

- Parent company may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay upstream dividends or repay funds.

- We have a significant amount of goodwill and other assets measured and recorded at fair value on a recurring basis, and we may be required to record impairments or changes in fair value to these assets, which may negatively affect our financial condition and results of operations.

Risks Related to the Proposed Merger with Essential

- The proposed merger is subject to various closing conditions, including the receipt of consents and approvals from various governmental and regulatory entities and third parties, and a failure to obtain all such consents or approvals or to satisfy such other closing conditions could prevent or delay the completion of the proposed merger or impose conditions that could have a material adverse effect on us or the combined company.

- The proposed merger may cause suppliers, strategic partners, certain customers or others to delay or defer decisions regarding our business, and may adversely affect our ability to effectively manage our business.

- The Essential Merger Agreement contains provisions that limit our ability to pursue certain alternatives to the proposed merger, which could discourage a potential acquirer from making an alternative transaction proposal and, in certain circumstances, could require us to pay Essential a significant termination fee.

- If completed, the proposed merger may not achieve its anticipated results, and we may be unable to integrate Essential’s operations and/or operate the combined company in the manner expected.

- The proposed merger may not be accretive to our earnings and may adversely affect our earnings per share, which may negatively affect the market price of our common stock.

- If the proposed merger is completed, we may be required to record goodwill or we may acquire other assets measured and recorded at fair value, and, thereafter, we may be required to record impairments to the goodwill or changes to the fair value of the other assets, either of which may negatively affect our financial condition and results of operations.

Additional Risks Related to Our Business

- Parent company provides performance guarantees with respect to certain of the obligations of our Other businesses (primarily MSG), including financial guarantees or deposits, which may adversely affect parent company if the guarantees are successfully enforced.

Risks Related to Our Industry and Business Operations

While the EPA has

In September 2025, the EPA reaffirmed this enforcement approach, explaining that, while it intends to focus CERCLA enforcement activities on entities that significantly contributed to PFAS releases and generally does not plan to pursue actions against passive receivers, its enforcement discretion does not alter CERCLA’s underlying liability framework or restrict private party claims, and therefore the extent to which we may be subject to future CERCLA liability for PFAS-related claims remains uncertain.

Some states in which we operate allow the respective public utility commissions to use fair market value to set ratemaking rate base instead of the traditional depreciated original cost of water or wastewater assets for certain qualifying acquisitions.

Depending on the state, there are varying rules and circumstances in which fair value is determined.

to discontinue operations and sell our operating assets to another utility or to a municipality.

By way of example, on October 3, 2024, we identified unauthorized activity within our information technology computer networks and systems, which we determined to be the result of a cybersecurity incident.

See Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Matters—Cybersecurity Incident, for more information regarding this incident.

The Company has completed its investigation into the scope, nature and impact of the cybersecurity incident and determined the incident did not have a material effect on the Company or its financial condition or results of operations; however, the Company remains subject to various risks as a result of this incident, including those related to litigation, governmental and regulatory scrutiny, including from putative class action lawsuits that have been filed in connection with the recent incident.

See Item 3—Legal Proceedings—Cybersecurity Incident Class Action Lawsuits.

We have incurred, and may continue to incur, certain expenses related to the October 2024 cybersecurity incident, and we maintain a cybersecurity insurance policy as part of our overall insurance program.

As a result, we may sustain losses that

In addition, in that case, even if holders do not elect to exchange their Notes, we would be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The cautionary statements made in this [added: Annual Report on] Form 10-K should be read as applying to all related forward-looking statements whenever they appear in this [added: Annual Report on] Form 10-K.

The Company’s actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those that are discussed under “Forward-Looking Statements,” Item 1A—Risk Factors and elsewhere in this [added: Annual Report on] Form 10-K.

For a discussion and analysis of the Company’s financial statements for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022,] [added: 2023,] please refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 14, 2024.*][added: 19, 2025.*]

The Company employs approximately [removed: 6,700] [added: 7,000] professionals who provide drinking water, wastewater and other related services to [removed: over] [added: approximately] 14 million people in 24 states.

The Company’s primary business involves the ownership of utilities that provide water and wastewater services to residential, commercial, industrial, public authority, fire service and sale for resale customers, collectively presented as the “Regulated Businesses.” The Company’s utilities operate in 14 states in the United States, with [removed: 3.5] [added: 3.6] million active customers with services provided by its water and wastewater networks.

The Company also operates other businesses not subject to economic regulation by state PUCs that provide water and wastewater services to the U.S. government on military installations, as well as municipalities, collectively presented throughout this [added: Annual Report on] Form 10-K within “Other.” See Item 1—Business for additional information.

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Operating revenues | | | $ | [removed: 4,684 | | | | | $ | 4,234 | | | | | $ | 3,792] [added: 5,140] | | | | | $ | [removed: 3,930] [added: 4,684] | | | | | $ | [removed: 3,777] [added: 4,234] | |

| Net income attributable to common shareholders | | | [removed: 1,051 | | | | | | 944 | | | | | | 820] [added: $] | [added: 1,111] | | | | | [removed: 1,263] [added: $] | [added: 1,051] | | | | | [removed: 709] [added: $] | [added: 944] | |

| Net income attributable to [removed: common] shareholders [removed: per basic common share] | | | [removed: 5.39 | | | | | | 4.90 | | | | | | 4.51] [added: $] | [added: 5.69] | | | | | [removed: 6.96] [added: $] | [added: 5.39] | | | | | [removed: 3.91] [added: $] | [added: 4.90] | |

| Long-term debt and redeemable preferred stock at redemption value | | | [removed: 12,521 | | | | | | 11,718 | | | | | | 10,929] [added: 47.9] | | [added: %] | | | | [removed: 10,344] [added: 51.4] | | [added: %] | | | | [removed: 9,333] [added: 52.9] | | [added: %] |

| Other [removed: data:] | | | [removed: | | | | | | | | | | | |] [added: —] | | | | | | [added: —] | | | | | | [added: (1)] | | |

| Net cash provided by operating activities | | | [removed: 2,045 | | | | | | 1,874 | | | | | | 1,108] [added: $] | [added: 2,059] | | | | | [removed: 1,441] [added: $] | [added: 2,045] | | | | | [removed: 1,426] [added: $] | [added: 1,874] | |

| Net cash used in investing activities | | | [removed: (3,379) | | | | | | (2,815) | | | | | | (2,127)] [added: $] | [added: (3,309)] | | | | | [removed: (1,536)] [added: $] | [added: (3,379)] | | | | | [removed: (2,061)] [added: $] | [added: (2,815)] | |

| Net cash provided by [removed: (used in)] financing activities | | | [removed: 1,110 | | | | | | 1,188 | | | | | | 1,000] [added: $] | [added: 1,249] | | | | | [removed: (345)] [added: $] | [added: 1,110] | | | | | [removed: 1,120] [added: $] | [added: 1,188] | |

[removed: Increased] [added: These] results were driven primarily by the implementation of new rates in the Regulated Businesses from capital and acquisition investments.

In [removed: 2024,] [added: 2025,] the Company invested [removed: $3.3] [added: $3.2] billion, in the Regulated Businesses, as discussed below:

- [removed: $2.8] [added: $3.2] billion capital investment in the Regulated Businesses, for infrastructure improvements and replacements; and

- [removed: $417] [added: $83] million to fund acquisitions in the Regulated Businesses, which added approximately [removed: 69,500] [added: 20,900] customers during [removed: 2024.][added: 2025.]

- Approximately [removed: 19,400] [added: 18,900] new customers were added through organic growth in existing systems.

The Company expects to invest between [removed: $17] [added: $19] billion to [removed: $18] [added: $20] billion over the next five years, and between [removed: $40] [added: $46] billion to [removed: $42] [added: $48] billion over the next 10 years, including [removed: $3.3] [added: $3.7] billion in [removed: 2025.][added: 2026.]

- capital investment for infrastructure improvements and replacements in the Regulated Businesses of between [removed: $15.5] [added: $17] billion to [removed: $16] [added: $17.5] billion over the next five years, and between [removed: $36] [added: $42] billion to [removed: $37] [added: $43] billion over the next 10 years; and

- growth from acquisitions in the Regulated Businesses to expand the Company’s water and wastewater customer base of between [removed: $1.5] [added: $2] billion to [removed: $2] [added: $2.5] billion over the next five years, and between $4 billion to $5 billion over the next 10 years.

The Company estimates the expected capital investment for infrastructure improvements in its Regulated Businesses over the next ten years will be allocated to the following purposes: infrastructure renewal [removed: 68%;] [added: 70%;] resiliency 10%; water quality, including capital expenditures related to PFAS 8%; operational efficiency, technology and innovation [removed: 6%;] [added: 5%;] system expansion [removed: 5%;] [added: 4%;] other 3%.

[removed: As] [added: Excluding the Essential Merger Agreement, as] of December 31, [removed: 2024,] [added: 2025,] the Company had entered into [removed: 17] [added: 20] agreements with a total aggregate purchase price of [removed: $105] [added: $582] million for pending acquisitions in the Regulated Businesses to add approximately [removed: 24,200] [added: 104,300] additional customers.

[removed: *Environmental,] [added: Environmental,] Health and Safety, and Water Quality [removed: Regulation*][added: Regulation]

[removed: Utilities] [added: Although the EPA has indicated their intent to extend the compliance deadline to 2031, under the current rule, utilities] will be required to comply with the new MCLs by April 2029, implementing solutions to reduce PFAS levels where needed.

The Company [added: currently] estimates an investment of approximately [removed: $1] [added: $2] billion of capital expenditures to install additional treatment facilities in order to comply with the [removed: new regulations by April 2029.][added: NPDWR for PFAS as proposed.]

The table below summarizes the annualized incremental revenues, assuming a constant sales volume and customer count, resulting from general rate case authorizations that became effective during [removed: 2024.][added: 2025.]

| [removed: West] Virginia | | | February [removed: 25, 2024] [added: 24, 2025 (b)] | | | | | | [removed: 18] [added: 15] | | |

| Total general rate case authorizations | | | | | | | | | $ | [removed: 283] [added: 14] | |

The table below summarizes the annualized incremental revenues, assuming a constant sales volume and customer count, resulting from general rate case authorizations that became effective on or after January 1, [removed: 2025.][added: 2026.]

| Tennessee | | | January 21, 2025 | | | | | | [removed: $ |] 1 | | [added: |]

| Total general rate case authorizations | | | | | | | | | $ | [removed: 106] [added: 250] | |

This adjustment took effect on January 21, 2025, and is driven primarily by approximately $173 million in capital investments [removed: made] [added: completed] and [removed: to be made] [added: planned] by the Tennessee subsidiary through December 2025.

On December 5, 2024, the Illinois Commerce Commission [added: (the “ICC”)] issued a final order approving the adjustment of base rates requested in a rate case originally filed on January 25, 2024, by the Company’s Illinois subsidiary.

The increase was effective January 1, 2025, and is driven primarily by approximately $557 million in capital investments [removed: made] [added: completed] and [removed: to be made] [added: planned] by the Illinois subsidiary from January 2024 through December 2025.

Incorporating the [added: then] currently effective return on equity of 10.20%, the decision provides incremental annualized water and wastewater revenues of $21 million in the 2024 test year, and an estimated $16 million in the 2025 escalation year and $16 million in the 2026 attrition year.

[removed: New] [added: The 2024] rates were implemented retroactively to January 1, 2024.

On December 12, 2024, the California subsidiary filed an application for rehearing of the CPUC’s denial of the proposed Water Resources Sustainability Plan decoupling [removed: mechanism.][added: mechanism, and on May 23, 2025, the CPUC issued its decision denying the application for rehearing.]

The following table provides the Company’s diluted earnings per share (GAAP) and adjusted diluted earnings per share (a non-GAAP measure):

| Diluted earnings per share (GAAP): | | | | | | | | | | | | | | | | | |

| Non-GAAP adjustments: | | | | | | | | | | | | | | | | | |

| Estimated impact of favorable weather | | | — | | | | | | (0.16) | | | | | | (0.17) | | |

| Income tax impact | | | — | | | | | | 0.04 | | | | | | 0.04 | | |

| Net non-GAAP adjustment | | | — | | | | | | (0.12) | | | | | | (0.13) | | |

| Incremental interest income from amended HOS seller note | | | (0.13) | | | | | | (0.12) | | | | | | — | | |

| Income tax impact | | | 0.03 | | | | | | 0.03 | | | | | | — | | |

| Net non-GAAP adjustment | | | (0.10) | | | | | | (0.09) | | | | | | — | | |

| Transaction costs associated with the pending merger with Essential | | | 0.07 | | | | | | — | | | | | | — | | |

| Income tax impact | | | (0.02) | | | | | | — | | | | | | — | | |

| Net non-GAAP adjustment | | | 0.05 | | | | | | — | | | | | | — | | |

| Total net adjustments | | | (0.05) | | | | | | (0.21) | | | | | | (0.13) | | |

| Adjusted diluted earnings per share (non-GAAP) | | | $ | 5.64 | | | | | $ | 5.18 | | | | | $ | 4.77 | |

For the year ended December 31, 2025, diluted earnings per share (GAAP) was $5.69, an increase of $0.30 per diluted share compared to the prior year, which includes the net adjustments presented in the table above and discussed in greater detail in the “Adjustments to GAAP” section below.

Excluding the net adjustments presented in the table above, adjusted diluted earnings per share (non-GAAP) was $5.64 for the year ended December 31, 2025, an increase of $0.46 per diluted share compared to the prior year.

For the year ended December 31, 2024, diluted earnings per share (GAAP) was $5.39, an increase of $0.49 per diluted share compared to the prior year, which includes the net adjustments presented in the table above and discussed in greater detail in the “Adjustments to GAAP” section below.

Excluding the net adjustments presented in the table above, adjusted diluted earnings per share (non-GAAP) was $5.18 for the year ended December 31, 2024, an increase of $0.41 per diluted share compared to the prior year.

These results were driven primarily by the implementation of new rates in the Regulated Businesses from capital and acquisition investments.

Results also reflect increased production and employee-related costs, increased depreciation and higher financing costs used to fund the current capital investment plan.

Adjustments to GAAP

Adjusted diluted earnings per share represents a non-GAAP financial measure and, as shown in the table above, is calculated as GAAP diluted earnings per share, excluding the impact of one or more of the following events: (i) estimated impact of weather; (ii) incremental interest income from the February 2, 2024 amendment to the HOS secured seller promissory note, which increased the aggregate principal amount from $720 million to $795 million and increased the interest rate from 7.00% per year to 10.00% per year; and (iii) transaction costs incurred during 2025 associated with the proposed merger with Essential.

The most directly comparable GAAP measure for adjusted diluted earnings per share is the reported diluted earnings per share (GAAP) and is reconciled in the table above.

The Company believes that this non-GAAP measure provides investors with useful information by excluding certain matters that may not be indicative of its ongoing operating results (or, in the case of weather, that is outside the Company’s operational control and is subject to significant period-to-period variability), and that providing this non-GAAP measure will allow investors to better understand the businesses’ operating performance and facilitate a meaningful year-to-year comparison of the Company’s results of operations and without the estimated impact of weather.

Although management uses this non-GAAP financial measure internally to evaluate its results of operations, the Company does not intend results reflected by this non-GAAP measure to represent results as defined by GAAP, and the reader should not consider them as indicators of performance.

This non-GAAP financial measure is derived from the Company’s consolidated financial information but is not presented in the financial statements prepared in accordance with GAAP.

This measure should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP.

In addition, this non-GAAP financial measure as defined and used above, may not be comparable to similarly titled non-GAAP measures used by other companies, and, accordingly, may have significant limitations on its use.

This includes the Company’s acquisitions effective May 28, 2025, and October 27, 2025, of all the outstanding capital stock of Audubon Water Company and Appalachian Utilities Inc., respectively, for aggregate consideration of $11 million, in the form of shares of parent company common stock.

Agreement and Plan of Merger with Essential

On October 26, 2025, parent company entered into the Essential Merger Agreement to combine the two companies in a stock-for-stock transaction.

The Essential Merger Agreement provides that, upon the completion of the proposed merger, Essential’s shareholders will receive 0.305 shares of parent company common stock in exchange for each share of Essential common stock eligible for exchange in the merger.

Upon completion of the proposed merger, Essential will be a wholly owned subsidiary of parent company, which will retain its existing name and remain headquartered in Camden, New Jersey.

The Company will continue to maintain substantial operations in Pennsylvania, including Essential’s offices in Bryn Mawr and Pittsburgh, Pennsylvania.

Completion of the proposed merger is subject to certain customary conditions, including, among others, the receipt of required approvals from all applicable PUCs on such terms and conditions that would not, individually or in the aggregate, result in a Burdensome Effect (as defined in the Essential Merger Agreement), and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

There can be no guarantee that all of the closing conditions and approvals will be satisfied, and the failure to complete the proposed merger on a timely basis or at all may adversely affect the Company’s financial condition and results of operations.

The Company currently estimates that the closing of the proposed merger will occur by the end of the first quarter of 2027.

For the year ended December 31, 2025, $13 million of merger-related costs were included in Operation and maintenance expense in the Consolidated Statements of Operations.

Including the costs incurred for the year ended December 31, 2025, the Company estimates a total of $150 million of merger-related costs will be incurred by the Company and by Essential prior to the closing of the proposed merger.

Purchase and Sale Agreement with Nexus Regulated Utilities, LLC

Selected Financial Data

This selected financial data below should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes in this Annual Report on Form 10-K as well as the remainder of this Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In millions, except per share data) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Statement of Operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to common shareholders per diluted common share | | | 5.39 | | | | | | 4.90 | | | | | | 4.51 | | | | | | 6.95 | | | | | | 3.91 | | |

| Balance Sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 32,830 | | | | | $ | 30,298 | | | | | $ | 27,787 | | | | | $ | 26,075 | | | | | $ | 24,766 | |

| Cash dividends declared per common share | | | $ | 3.06 | | | | | $ | 2.83 | | | | | $ | 2.62 | | | | | $ | 2.41 | | | | | $ | 2.20 | |

| Capital expenditures included in net cash used in investing activities | | | (2,856) | | | | | | (2,575) | | | | | | (2,297) | | | | | | (1,764) | | | | | | (1,822) | | |

For the years ended December 31, 2024, 2023 and 2022, diluted earnings per share (GAAP) were $5.39, $4.90 and $4.51, respectively.

Results for 2024 and 2023 reflect the net favorable impact of warmer, drier weather compared to normal, estimated at $0.12 per share, and $0.13 per share, respectively.

Results for 2024 include incremental interest income of $0.09 per share, resulting from the early 2024 amendment to the secured seller note from the sale of the former HOS business.

This includes the acquisitions by the Company’s Pennsylvania subsidiary of the wastewater collection and treatment system assets from the Butler Area Sewer Authority on October 29, 2024, for a cash purchase price of $230 million, which added approximately 15,000 customer connections, and by the Company’s Illinois subsidiary of a wastewater treatment plant and related assets from Granite City on March 11, 2024, for a cash purchase price of $86 million, which added approximately 26,000 wastewater customers, including 15,500 customers indirectly in surrounding communities.

In December 2020, the Company’s Pennsylvania subsidiary entered into an agreement (an acquisition intended to comply with Act 12 (discussed below)) to acquire the wastewater collection system assets of Brentwood Borough (“Brentwood”) for a purchase price of approximately $19 million.

On February 22, 2024, the Pennsylvania Public Utility Commission (the “PaPUC”) denied the Pennsylvania subsidiary’s application to acquire Brentwood.

On April 3, 2024, the Pennsylvania subsidiary filed an appeal of the decision with the Pennsylvania Commonwealth Court, asserting, among other things, the PaPUC did not apply the correct legal standard in its decision.

The Company cannot currently predict the outcome of this appeal, and the matter remains pending.

On July 2, 2024, the PaPUC issued the Final Supplemental Implementation Order (“FSIO”), which makes certain changes to the process by which the PaPUC considers and decides applications to acquire water and wastewater assets under Pennsylvania’s existing utility valuation law, known as Act 12 of 2016 (“Act 12”).

The FSIO includes, among other things, a reasonableness review ratio that would be applied to help guide the determination on the overall prudency of the transaction and reasonableness of the purchase price.

The provisions of the FSIO are not retroactive and apply to acquisition applications filed after July 2, 2024.

The Company cannot currently predict the impact of the FSIO, but the Company intends to continue to support outcomes that allow for consolidation and investment in water and wastewater infrastructure in Pennsylvania and in its other regulated jurisdictions.

The Company has entered into a nine-year exclusive contract with a third-party vendor to supply granular activated carbon, equipment and reactivation services to more than 50 of the Company’s treatment sites across 10 states through 2033.

The equipment and services provided through the contract will aid the Company in treating drinking water to assist in complying with the NPDWR for PFAS.

The Company supports sound policies and compliance with the NPDWR for PFAS by all water utilities, while protecting customers and communities from the costly burden of monitoring and mitigating PFAS contamination in water systems.

The Company continues to advocate for policies that hold polluters accountable and is participating in the multi-district litigation and other lawsuits filed against certain PFAS manufacturers seeking damages and reimbursement of costs incurred and continuing to be incurred to address contamination of public water supply systems by PFAS.

For more information on the PFAS multi-district litigation, see Item 3—Legal Proceedings—PFAS Multi-District Litigation.

On April 19, 2024, the EPA issued a final rule to designate PFOA and PFOS as hazardous substances under CERCLA.

The Company, along with a coalition of other water and wastewater organizations, is actively advocating for and supporting bipartisan legislation that would provide PFAS liability protections under CERCLA for water and wastewater systems, as passive receivers of PFAS, and to hold polluters, and not the public or customers, accountable for PFAS-related liability.

The LCRI also deferred the compliance date of certain requirements of the LCRR to allow for compliance with both new rules.

The Company is in the process of developing an estimate of capital expenditures and operating costs needed to meet the specific requirements of the LCRI.

Capital expenditures and operating costs associated with compliance with federal water quality regulations have been traditionally recognized by PUCs as appropriate for inclusion in establishing rates.

The Company continues to comply with the EPA’s existing Lead and Copper Rule requirements by replacing lead service lines in accordance with current scientific guidance and utilizing appropriate corrosion control techniques as necessary to comply with current water quality regulatory requirements.

The Company met the LCRR requirements, effective October 16, 2024, identified as enforceable by the EPA.

Remaining LCRR requirements are deferred under the LCRI.

*Cybersecurity Incident*

On October 3, 2024, the Company identified unauthorized activity within its information technology computer networks and systems, which was determined to be the result of a cybersecurity incident.

Upon identification of this activity, the Company immediately activated its incident response protocols and third-party cybersecurity experts to assist with containment and mitigation activities and to investigate the nature and scope of the incident.

The Company also promptly notified law enforcement and has coordinated fully with them.

As of December 31, [removed: 2024,] [added: 2025,] a hypothetical 1% increase in average interest rates applied to the Company’s short-term borrowing balances throughout [removed: 2024] [added: 2025] would result in an increased annual interest expense of approximately [removed: $2] [added: $12] million.

As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: eight] [added: entered into six] treasury lock agreements, [removed: each] with a term of 10 years or 30 [removed: years, with] [added: years and an aggregate] notional [removed: amounts] [added: amount] totaling [removed: $355] [added: $200] million, to reduce interest rate exposure on [removed: debt] expected [removed: to be issued in 2025.][added: future debt issuances.]

These treasury lock agreements terminate in June [removed: 2025] [added: 2026] and [removed: December 2025] [added: September 2026] and have an average fixed rate of [removed: 4.03%.][added: 4.47%.]

The fair value of the treasury locks at December 31, [removed: 2024,] [added: 2025,] was in a gain position of [removed: $24] [added: $2] million.

A hypothetical 1% [removed: favorable] [added: adverse] change in interest rates would result in [removed: an increase] [added: a decrease] in the fair value of the treasury locks to a [removed: gain] [added: loss] position of approximately [removed: $60] [added: $21] million at December 31, [removed: 2024.][added: 2025.]

A holding company originally incorporated in Delaware in 1936, the Company employs approximately [removed: 6,700] [added: 7,000] professionals who provide drinking water, wastewater and other related services to [removed: over] [added: approximately] 14 million people in 24 states.

Throughout this Annual Report on Form 10-K, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” and “American Water” mean American Water Works Company, Inc. and its [removed: subsidiaries,] [added: subsidiaries as of the date hereof,] taken together as a whole.

The Company’s utilities operate in 14 states in the United States, with [removed: 3.5] [added: 3.6] million active customers in its water and wastewater networks.

Operating revenues for the Regulated Businesses were [removed: $4,296] [added: $4,723] million for [removed: 2024, $3,920] [added: 2025, $4,296] million for [removed: 2023] [added: 2024] and [removed: $3,505] [added: $3,920] million for [removed: 2022,] [added: 2023,] accounting for 92%, [removed: 93%] [added: 92%] and [removed: 92%,] [added: 93%,] respectively, of the Company’s total operating revenues for the same periods.

Presented in the table below is a geographic summary of the Regulated Businesses’ operating revenues and the number of customers the Company serves, by type of service, for and as of the year ended December 31, [removed: 2024:][added: 2025:]

| | | | Operating Revenues (in millions) | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |] Number of Customers (in thousands) | | | | | | | | | | | | | | | | | | | | |

| | | | [removed: Water (a)] [added: Water] | | | | | | Wastewater | | | | | | [added: Other (a) | | | | | |] Total | | | | | | % of Total | | | | | | Water | | | | | | Wastewater | | | | | | Total | | | | | | % of Total | | |

(a)Includes other operating revenues consisting primarily of [added: alternative revenue programs,] miscellaneous utility charges, fees and rents.

Presented in the table below is a breakout of the Company’s Regulated Businesses’ operating revenue by class of customer, for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:][added: 2023:]

| | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Residential | | | $ | [removed: 2,349] [added: 2,557] | | | | | [removed: 55] [added: 54] | | % | | | | $ | [removed: 2,143] [added: 2,349] | | | | | 55 | | % | | | | $ | [removed: 1,941] [added: 2,143] | | | | | 55 | | % |

| Commercial | | | [removed: 885] [added: 981] | | | | | | 21 | | % | | | | [removed: 798] [added: 885] | | | | | | [removed: 20] [added: 21] | | % | | | | [removed: 710] [added: 798] | | | | | | 20 | | % |

| Fire service | | | [removed: 164] [added: 189] | | | | | | 4 | | % | | | | [removed: 158] [added: 164] | | | | | | 4 | | % | | | | [removed: 147] [added: 158] | | | | | | 4 | | % |

| Industrial | | | [removed: 184] [added: 195] | | | | | | 4 | | % | | | | [removed: 167] [added: 184] | | | | | | 4 | | % | | | | [removed: 153] [added: 167] | | | | | | 4 | | % |

| Public and other [removed: water] (a) | | | [removed: 301] [added: 17] | | | | | | [removed: 7] [added: 2] | | [removed: %] | | | | [removed: 284] [added: 18] | | | | | | [removed: 7] [added: 1] | | [removed: %] | | | | [removed: 267] [added: 18] | | | | | | [removed: 8] [added: 1] | | [removed: %] |

| Wastewater | | | [removed: 363] [added: 422] | | | | | | [removed: 8] [added: 9] | | % | | | | [removed: 327] [added: 363] | | | | | | 8 | | % | | | | [removed: 242] [added: 327] | | | | | | [removed: 7] [added: 8] | | % |

| Other (b) | | | [removed: 50] [added: 68] | | | | | | 1 | | % | | | | [removed: 43] [added: 60] | | | | | | [removed: 2] [added: 1] | | % | | | | [removed: 45] [added: 53] | | | | | | 2 | | % |

| Total | | | $ | [removed: 4,296] [added: 4,723] | | | | | 100 | | % | | | | $ | [removed: 3,920] [added: 4,296] | | | | | 100 | | % | | | | $ | [removed: 3,505] [added: 3,920] | | | | | 100 | | % |

(a)Includes water revenues from public authorities and other [removed: utilities,] [added: utilities and] community water systems under bulk [removed: contracts and alternative revenue programs.][added: contracts.]

(b)Includes other operating revenues consisting primarily of [added: alternative revenue programs,] miscellaneous utility charges, fees and rents.

Presented in the table below is the number of water and wastewater customers the Company’s Regulated Businesses served by class of customer as of December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] which represents approximately 13 million people served as of December 31, [removed: 2024:][added: 2025:]

| Residential | | | [removed: 2,920] [added: 2,942] | | | | | | 307 | | | | | | [removed: 2,893] [added: 2,920] | | | | | | [removed: 279] [added: 307] | | | | | | [removed: 2,870] [added: 2,893] | | | | | | [removed: 270] [added: 279] | | |

| Commercial | | | [removed: 222] [added: 224] | | | | | | 21 | | | | | | [removed: 221] [added: 222] | | | | | | [removed: 18] [added: 21] | | | | | | [removed: 219] [added: 221] | | | | | | [removed: 17] [added: 18] | | |

| Fire service | | | [removed: 53] [added: 55] | | | | | | — | | | | | | [removed: 52] [added: 53] | | | | | | — | | | | | | [removed: 51] [added: 52] | | | | | | — | | |

| Public and other [added: water] (a) | | | [removed: 18] [added: 311] | | | | | | [removed: 1] [added: 7] | | [added: %] | | | | [removed: 18] [added: 291] | | | | | | [removed: 1] [added: 7] | | [added: %] | | | | [removed: 17] [added: 274] | | | | | | [removed: 1] [added: 7] | | [added: %] |

| Total | | | [removed: 3,217] [added: 3,242] | | | | | | [removed: 329] [added: 330] | | | | | | [removed: 3,188] [added: 3,217] | | | | | | [removed: 298] [added: 329] | | | | | | [removed: 3,161] [added: 3,188] | | | | | | [removed: 288] [added: 298] | | |

Presented in the table below are the percentages of water supply by source type for the Company’s Top Five States individually and the Regulated Businesses collectively for the year ended December 31, [removed: 2024:][added: 2025:]

In California, where the state [removed: recently] [added: has previously] experienced [removed: a] multi-year [removed: drought,] [added: droughts,] the Company utilizes multiple water supply options including numerous ground water wells in multiple aquifers as well as various long-term purchase water agreements with regional water suppliers to optimize supplies while seeking resiliency during dry years.

The Company plans to invest between [removed: $40] [added: $46] billion and [removed: $42] [added: $48] billion over the next 10 years for capital improvements, including acquisitions, to its Regulated Businesses’ water and wastewater infrastructure, largely for pipe replacement and upgrading aging water and wastewater treatment facilities.

In addition, from [removed: 2025] [added: 2026] to [removed: 2029,] [added: 2030,] the Company’s capital investment in treatment plants, storage tanks and other key, above-ground facilities is expected to increase, further seeking to address infrastructure renewal, resiliency, water quality, operational efficiency, technology and innovation, and emerging regulatory compliance needs.

| Infrastructure replacement surcharge mechanisms | | | | | | Allows rates to change periodically, outside a general rate case proceeding, to reflect recovery of capital investments made to replace infrastructure necessary to sustain safe and reliable services for the Company’s customers. These mechanisms typically involve periodic filings and reviews to ensure transparency. | | | | | | IA, IL, IN, [removed: KY,] MO, NJ, PA, TN, VA, WV | | |

| Future test year | | | | | | A “test year” is a period used for setting rates, and a future test year describes the first 12 months that new rates are proposed to be effective. The use of a future test year allows current or projected revenues, expenses and capital investments to be collected on a more timely basis. | | | | | | CA, HI, IA, IL, IN, KY, [added: MO,] PA, TN, VA | | |

| Hybrid test year | | | | | | A historical test year sets rates using data from a 12-month period that ends prior to a general rate case filing. A hybrid test year allows an update to historical data for “known and measurable” changes that occur subsequent to the historical test year. | | | | | | MD, [removed: MO,] NJ, WV | | |

| Utility plant recovery mechanisms | | | | | | Allows recovery of the full return on utility plant costs during the construction period, instead of capitalizing an allowance for funds used during construction (“AFUDC”). In addition, some states allow the utility to seek pre-approval of certain capital projects and associated costs. In this pre-approval process, the PUC may assess the prudency of such projects. | | | | | | CA, IL, [removed: KY,] PA, TN, VA | | |

| Consolidated [added: utility] tariffs | | | | | | Use of a unified rate structure for water systems owned and operated by a single utility, which may or may not be physically interconnected. The consolidated [added: utility] tariff pricing structure may be used fully or partially in a state, and is generally used to moderate the price impact of periodic fluctuations in local costs, while lowering administrative costs for customers. Pennsylvania and West Virginia also permit a blending of water and wastewater revenue requirements. | | | | | | CA, IA, IL, IN, KY, [removed: MD,] MO, NJ, PA, VA, WV | | |

According to the U.S. Environmental Protection Agency (“EPA”), as of [removed: 2024,] [added: 2025,] approximately 84% of the water market is served by municipal systems and, as of 2022, approximately 98% of the country’s wastewater systems are government owned.

The EPA also estimates, as of [removed: 2024,] [added: 2025,] that there are over 50,000 community water systems and, as of 2022, over [removed: 17,000] [added: 16,000] community wastewater systems in the United States, with approximately [removed: 80%] [added: 81%] of the community water systems serving a population of approximately 3,000 or less.

The Company’s [added: Regulated Businesses] current customer mix of 91% water and 9% wastewater also presents strategic opportunities for wastewater growth and consolidation, allowing the Company to add wastewater customers where it already serves water customers.

These include bi-partisan, bi-cameral legislation to establish a permanent, nationwide, low [removed: to moderate] income water assistance program, given the expiration of the previous program in 2023; establishing liability exemptions under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) for certain entities, notably passive receivers of hazardous substances, specifically related to PFAS (such as water and wastewater utilities); and granting investor-owned wastewater utilities the opportunity to access state revolving loan funds.

Efforts to advance these legislative priorities will continue in [removed: 2025.][added: 2026.]

On October 26, 2025, parent company entered into an Agreement and Plan of Merger (the “Essential Merger Agreement”) with Essential to combine the two companies in a stock-for-stock transaction.

The Essential Merger Agreement provides that, upon the completion of the proposed merger, Essential’s shareholders will receive 0.305 shares of parent company common stock in exchange for each share of Essential common stock eligible for exchange in the merger.

Upon completion of the proposed merger, Essential will be a wholly owned subsidiary of parent company, and parent company will retain its existing name and remain headquartered in Camden, New Jersey.

The completion of the proposed merger is subject to certain customary conditions.

The Company currently estimates that the closing of the proposed merger will occur by the end of the first quarter of 2027.

See Note 5—Mergers, Acquisitions and Divestitures—Agreement and Plan of Merger with Essential Utilities, Inc., in the Notes to Consolidated Financial Statements for additional information.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Pennsylvania | | | $ | 931 | | | | | $ | 195 | | | | | $ | 14 | | | | | $ | 1,140 | | | | | 24.1 | | % | | | | 697 | | | | | | 117 | | | | | | 814 | | | | | | 22.8 | | % |

| New Jersey | | | 1,024 | | | | | | 67 | | | | | | 14 | | | | | | 1,105 | | | | | | 23.4 | | % | | | | 680 | | | | | | 70 | | | | | | 750 | | | | | | 21.0 | | % |

| Missouri | | | 548 | | | | | | 23 | | | | | | 4 | | | | | | 575 | | | | | | 12.2 | | % | | | | 486 | | | | | | 24 | | | | | | 510 | | | | | | 14.3 | | % |

| Illinois | | | 435 | | | | | | 95 | | | | | | 18 | | | | | | 548 | | | | | | 11.6 | | % | | | | 299 | | | | | | 77 | | | | | | 376 | | | | | | 10.5 | | % |

| California | | | 364 | | | | | | 5 | | | | | | 1 | | | | | | 370 | | | | | | 7.8 | | % | | | | 193 | | | | | | 3 | | | | | | 196 | | | | | | 5.5 | | % |

| Total—Top Five States (b) | | | 3,302 | | | | | | 385 | | | | | | 51 | | | | | | 3,738 | | | | | | 79.1 | | % | | | | 2,355 | | | | | | 291 | | | | | | 2,646 | | | | | | 74.1 | | % |

| Other (c) | | | 931 | | | | | | 37 | | | | | | 17 | | | | | | 985 | | | | | | 20.9 | | % | | | | 887 | | | | | | 39 | | | | | | 926 | | | | | | 25.9 | | % |

| Total Regulated Businesses | | | $ | 4,233 | | | | | $ | 422 | | | | | $ | 68 | | | | | $ | 4,723 | | | | | 100.0 | | % | | | | 3,242 | | | | | | 330 | | | | | | 3,572 | | | | | | 100.0 | | % |

Customers associated with other operating revenues are not applicable.

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Illinois | | | 50% | | | | | | 38% | | | | | | 12% | | |

| California | | | —% | | | | | | 65% | | | | | | 35% | | |

The Company is proactively improving its pipe renewal rate from what was a 250-year replacement cycle in 2009 to a less than a 150-year replacement cycle on average over the last five years.

The specific replacement rate varies by year depending on other high priority capital needs, but the Company anticipates it will reach better than a 100-year replacement rate within the next decade, which is generally viewed in the industry as a minimum benchmark for a long-term sustainable replacement rate.

Additional constructive legislative efforts include H.R. 2872, which would allow utilities to deduct repair costs from their adjusted financial statement income calculation for CAMT, and H.R. 2594, legislation to establish a Water Risk and Resilience Organization to develop cybersecurity requirements for water systems.

The Company is tracking state level regulations that require implementation in 2026 and supporting state operations in its compliance efforts.

The Company estimates an investment of approximately $1.5 billion of capital expenditures between 2026 and 2030 related to complying with the LCRI.

The Company will continue to invest thereafter in order to fully comply with the LCRI by 2037.

The Company focuses its sustainability efforts in three primary areas: financial, operational and cultural:

- The Company seeks to achieve financial sustainability through its disciplined approach to capital investment and regulatory execution, which supports efforts to grow its business and drive shareholder value while addressing water and wastewater challenges in the United States.

The Company’s capital investment program is financed with cash flows from operating activities and through a combination of debt and equity capital issuances structured to maintain a healthy balance sheet over the long-term.

The Company’s approach to balance sheet management is centered on maintaining investment-grade metrics, substantial liquidity provided by highly-rated financial institutions and interest rate management on new debt issuances through its hedging program.

- Operational sustainability means focusing on operating performance and the day-to-day management of water and wastewater systems that provide safe, clean, reliable and affordable service.

The Company focuses on the quality of execution and the need to operate its systems safely, efficiently and in compliance with all environmental requirements, for the benefit of its customers.

The Company believes this approach to operational sustainability is aligned with the values of its regulators and policymakers.

- Cultural sustainability is reflected in the Company’s commitment to support a high performing workforce, while seeking to attract and retain employees who share its purpose and values and understand the needs of the communities in which it serves.

The Company demonstrates this commitment to its employees through its values.

The Company also believes that investing time, energy and resources in its workforce helps to generate new ideas, continuously improve operations and provide high quality, reliable service for its customers and communities.

- ranked on *Newsweek’s* Worlds’s Most Trustworthy Companies 2025 list;

- named on *Forbes* America’s Best Employers for Company Culture 2025.

Following the Company’s thorough review of the incident, the ED&CC, SETO Committee and the Board of Directors determined the incident to be non-preventable.

The Company’s review concluded that applicable safety protocols were in place and functioning as intended at the time of the incident.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| New Jersey | | | $ | 990 | | | | | $ | 61 | | | | | $ | 1,051 | | | | | 24.5 | | % | | | | 672 | | | | | | 70 | | | | | | 742 | | | | | | 20.9 | | % |

| Pennsylvania | | | 872 | | | | | | 167 | | | | | | 1,039 | | | | | | 24.2 | | % | | | | 688 | | | | | | 115 | | | | | | 803 | | | | | | 22.6 | | % |

| Missouri | | | 487 | | | | | | 21 | | | | | | 508 | | | | | | 11.8 | | % | | | | 485 | | | | | | 24 | | | | | | 509 | | | | | | 14.4 | | % |

| Illinois | | | 359 | | | | | | 73 | | | | | | 432 | | | | | | 10.1 | | % | | | | 300 | | | | | | 77 | | | | | | 377 | | | | | | 10.6 | | % |

| California | | | 342 | | | | | | 4 | | | | | | 346 | | | | | | 8.1 | | % | | | | 191 | | | | | | 3 | | | | | | 194 | | | | | | 5.5 | | % |

| Total—Top Five States (b) | | | 3,050 | | | | | | 326 | | | | | | 3,376 | | | | | | 78.6 | | % | | | | 2,336 | | | | | | 289 | | | | | | 2,625 | | | | | | 74.0 | | % |

| Other (c) | | | 883 | | | | | | 37 | | | | | | 920 | | | | | | 21.4 | | % | | | | 881 | | | | | | 40 | | | | | | 921 | | | | | | 26.0 | | % |

| Total Regulated Businesses | | | $ | 3,933 | | | | | $ | 363 | | | | | $ | 4,296 | | | | | 100.0 | | % | | | | 3,217 | | | | | | 329 | | | | | | 3,546 | | | | | | 100.0 | | % |

| Illinois | | | 53% | | | | | | 35% | | | | | | 12% | | |

| California | | | —% | | | | | | 64% | | | | | | 36% | | |

The Company is proactively improving its pipe renewal rate from a 250-year replacement cycle in 2009 to an approximate 125-year replacement cycle by 2029, which it anticipates will enable the Company to replace nearly 2,000 miles of mains and collection pipes between 2025 and 2029.

- monitoring impacts of environmental pathogen loads and removal through wastewater systems;

The Company’s security team, through Service Company, provides oversight and policy guidance on physical, cyber and information security, as well as business continuity, throughout the Company’s operations.

The security team is responsible for designing, implementing, monitoring and supporting effective physical and technical security controls for the Company’s physical assets, business systems and operational technologies, as well as for the Company’s executive management and other employees.

Risk assessments are conducted periodically to evaluate the effectiveness of existing security controls and serve as the basis for additional safeguards, security controls and measures.

Integration of these principles into the Company’s daily operations emphasizes its belief that “how” a company operates is just as important as “what” a company does.

Delivering safe, clean, reliable and affordable water services to customers and treating wastewater has been fundamental to the Company’s business for decades.

The Company has an opportunity to make a positive, sustainable impact in thousands of communities by serving them with skilled employees and maintaining the governance and diligence to meet or exceed service expectations.

- recognized as one of the *Forbes* 2025 Most Trusted Companies in America, in addition to being ranked first in the utilities industry category on *Forbes* America’s Best Large Employers List for 2024;

- ranked on *Barron*’s 100 Most Sustainable U.S. Companies 2024 List; and

- named one of America’s Most JUST companies by JUST Capital and CNBC for its continued commitment to employees, customers, communities and shareholders.

In 2024, a third-party vehicle entered a secure work zone striking four Company employees, due to no fault of its employees, which resulted in several serious injuries and one employee fatality.

For 2024, the Company had an OSHA Recordable Incident Rate (“ORIR”) of 0.40 (25 recordable injuries, and does not include the fatality or injuries, which were determined to be not preventable), which reflects a 54% decrease in recordable injuries compared to 2023, when the ORIR was 0.86 (54 injuries).

Also, the number of Days Away Restricted or Transferred (“DART”) injuries decreased by 73% compared to 2023, primarily due to a decrease in strain, sprain and tear injuries, as well as a reduction in slip, trip and fall injuries.

For 2024, the Company had a DART rate of 0.14 (9 injuries), compared to 0.52 (33 injuries) in 2023.

By committing to achieve 25 hours of learning annually, employees develop skills for their ongoing professional growth.

Approximately 84% of active employees hired before October 1, 2024, have completed at least 25 hours of learning, resulting in approximately 262,000 hours of total learning completed during the year.

During 2024, the Company enhanced its succession planning process by increasing the number of business impact roles covered by a succession plan.

The Company’s medical benefits include, among others, coverage for applied behavior analysis, autism treatment, transgender service, hearing aids and fertility assistance.

In 2024, the Company administered two pulse surveys, seeking feedback on employee experience, which had an overall participation rate of 68%.

American Water seeks to reduce regrettable employee turnover by assessing the effectiveness of weCARE and through its efforts to foster the Company’s employee experience.

The Company continues to work with several local labor unions and the Federal Mediation and Conciliation Service to host discussions among management and union leaders with the goal of supporting and enhancing constructive relationships with these unions.

The ED&CC’s charter requires that it oversee the Company’s human capital management, culture and related engagement activities.

| David M. Bowler | | | | | | 46 | | | | | | Executive Vice President and Chief Financial Officer. Mr. Bowler has served as the Company’s Executive Vice President and Chief Financial Officer since August 1, 2024, and as Senior Vice President, Deputy Chief Financial Officer and Treasurer from October 31, 2022 to August 1, 2024. Mr. Bowler joined the Company in May 2020 as its Senior Vice President of Corporate Tax, Accounting Technology and Regulatory Services, and served as Senior Vice President of Planning, Regulatory and Financial Services from July 2021 to November 2022. Prior to joining the Company, Mr. Bowler served as Director of Finance and Accounting Integration at CenterPoint from February 2019 to April 2020, and in a number of roles of increasing responsibility, most recently as Vice President, Controller and Assistant Treasurer at Vectren from January 2007 to February 2019. Mr. Bowler is a Certified Public Accountant. | | |

| Melanie M. Kennedy | | | | | | 51 | | | | | | Executive Vice President, Chief Human Resources Officer. Ms. Kennedy has served as the Company’s Executive Vice President, Chief Human Resources Officer since December 2021, and as Senior Vice President, Chief Human Resources Officer from December 2020 to December 2021. Prior to that, she served as the Company’s Senior Vice President, Human Resources from March 2017 to December 2020. From August 2014 through February 2017, Ms. Kennedy served as the Company’s Vice President, Human Resources, and from August 2012 to August 2014, she served as Director, Human Resources in the Company’s Northeast Division. Ms. Kennedy initially joined the Company in 2007, and before that time, she practiced law for nine years. | | |

Set forth below is information related to the Company’s material pending legal proceedings as of February [removed: 19, 2025,] [added: 18, 2026,] other than ordinary routine litigation incidental to the business, required to be disclosed in this Annual Report on Form 10-K.

In 2011, the California Public Utilities Commission (the “CPUC”) issued a decision directing modifications in Cal Am’s [added: utility] tariffs to recognize the moratorium mandated by the 2009 Order, and directing Cal Am to seek written guidance from the SWRCB with respect to any unresolved issues of interpretation or implementation of this condition.

For the year ended December 31, [removed: 2024,] [added: 2025,] Cal Am has complied with the diversion limitations contained in the 2016 Order.

Continued compliance with the diversion limitations in [removed: 2025,] [added: 2026] and future years may be impacted by a number of factors, including without limitation potential recurrence of drought conditions in California and the reduction or exhaustion of water supply reserves, and will require successful development of alternate water supply sources sufficient to meet customer demand.

Cal Am has incurred [removed: $281] [added: $324] million in aggregate costs as of December 31, [removed: 2024,] [added: 2025,] related to the Water Supply Project, which includes [removed: $88] [added: $107] million in AFUDC.

In September 2021, Cal Am, Monterey One Water and the MPWMD reached an agreement on Cal Am’s purchase of additional water from an expansion to the GWR [removed: Project, which is not expected to produce additional water until late 2025 at the earliest.][added: Project.]

On December 30, 2022, Cal Am filed with the CPUC an application for rehearing of the CPUC’s December 5, 2022 final decision, and [removed: on] [added: in] March [removed: 30,] 2023, the CPUC issued a decision denying Cal Am’s application for rehearing but adopting its proposed AFUDC for already incurred and future costs.

Further hearings were scheduled in a Phase 2 to this CPUC proceeding to focus on updated supply and demand estimates for the Water Supply [removed: Project, and Phase 2 testimony was completed in September 2022.][added: Project.]

While Cal Am believes that its expenditures to date have been prudent and necessary to comply with the 2009 Order and the 2016 Order, as well as relevant final decisions of the CPUC related thereto, Cal Am cannot currently predict its ability to recover all of its costs and expenses associated with the Water Supply Project and there can be no assurance that Cal Am will be able to recover all of such costs and expenses in [removed: excess of the $112 million in aggregate construction costs, plus applicable AFUDC, previously approved by] [added: accordance with] the [removed: CPUC in its 2016 and December 2022 final decisions, as amended by its March 30, 2023, rehearing decision.][added: CPUC’s prior decisions.]

In 2018, Cal Am submitted a coastal development permit application (the “Marina Application”) to the City [removed: of Marina (the “City”)] for those project components of the Water Supply Project located within the City’s coastal zone.

In December 2022, the City, [removed: Marina Coast Water District (“MCWD”),] [added: MCWD,] MCWD’s groundwater sustainability agency (“GSA”), and the MPWMD jointly filed a petition for writ of mandate in Monterey County Superior Court against the Coastal Commission, alleging that the Coastal Commission violated the California Coastal Act and the California Environmental Quality Act in issuing a coastal development permit to Cal Am for construction of slant wells for the Water Supply Project.

[removed: On] [added: In] April [removed: 24,] 2024, the court granted defendants’ motion for judgment on the pleadings and dismissed one of MCWD’s causes of action in its petition.

Subject to the [removed: impact] [added: impacts, outcomes] or resolution of [removed: this litigation,] [added: applicable litigation and other proceedings,] construction of the desalination plant [added: for the Water Supply Project] is expected to begin in [removed: 2025] [added: 2026,] and the desalination plant is [removed: estimated] [added: currently anticipated] to be [removed: in-service] [added: in service] by the end of [removed: 2027.][added: 2029.]

Because Cal Am may use the test slant well as one of the slant wells for the Water Supply Project, Cal Am sought and obtained from the Coastal Commission permit amendments to allow the test slant well to remain in place and be maintained until February 28, [removed: 2026.][added: 2027.]

Working in cooperation with Monterey One Water staff and consultants, Cal Am prepared an application for submission to the RWQCB, which application and submission were approved by Monterey One Water's [removed: Board on] [added: board in] September [removed: 30,] 2024.

[removed: On] [added: In] June [removed: 27,] 2024, MCWD filed a motion for judgment on the pleadings.

[removed: Following a hearing, on] [added: In] December [removed: 5,] 2024, the court granted MCWD’s motion without leave to amend, dismissing all of Cal Am’s remaining claims.

[added: On February 27, 2025,] Cal Am [removed: intends to file] [added: and MCWRA each filed] a [removed: notice] [added: Notice] of [removed: appeal] [added: Appeal] of the trial court’s decision.

[removed: On] [added: In] December [removed: 11,] 2023, the Monterey County Superior Court issued a writ of mandate directing LAFCO to vacate and set aside its original denial of the MPWMD’s application to serve as a retail water provider (in conjunction with its effort to acquire the Monterey system assets) and, if requested, to re-hear the application in compliance with all applicable law.

[removed: On February 8, 2024, and] [added: In] February [removed: 9,] 2024, [removed: respectively,] each of Cal Am and LAFCO filed a notice of appeal with the California Court of Appeal regarding the Monterey County Superior Court’s decision to issue the writ of [removed: mandate.][added: mandate, and the MPDMD filed a notice of cross-appeal.]

Separate from the proceedings related to the MPWMD’s application with LAFCO, [removed: by letter dated October 3, 2022,] the MPWMD notified Cal Am [added: in October 2022] of a decision to appraise the Monterey system assets and requested access to a number of Cal Am’s properties and documents to assist the MPWMD with such an appraisal.

Cal Am responded [removed: by letter on October 24, 2022,] [added: shortly thereafter,] denying the request for access, [added: and] stating that the MPWMD does not have the right to appraise Cal Am’s system without LAFCO approval to become a retail water provider.

[removed: On] [added: In] April [removed: 28,] 2023, Cal Am rejected an offer by the MPWMD to purchase the Monterey system assets for $448.8 million.

Over the written and oral objections of Cal Am, at a hearing held [removed: on] [added: in] October [removed: 10,] 2023, the MPWMD adopted a resolution of necessity to authorize it to file an eminent domain lawsuit with respect to the Monterey system assets.

[removed: On] [added: In] December [removed: 15,] 2023, the MPWMD filed a lawsuit against Cal Am in Monterey County Superior Court seeking to condemn the Monterey system assets.

[removed: On] [added: In] February [removed: 26,] 2024, Cal Am filed a motion requesting the Monterey County Superior Court dismiss the MPWMD’s eminent domain lawsuit seeking to condemn Cal Am’s Monterey system assets.

[removed: On] [added: In] November [removed: 14,] 2024, the court issued a [removed: final] ruling denying Cal Am’s motion to [removed: dismiss.][added: dismiss, and Cal Am filed its answer to the complaint in December 2024.]

The complaint [removed: alleges] [added: alleged] breach of contract by WVAWC for failure to supply water, violation of West Virginia law regarding the sufficiency of WVAWC’s facilities and negligence by WVAWC in the design, maintenance and operation of the water system.

[removed: On January 17, 2025,] [added: Trial in this matter had been scheduled, but] before trial commenced, the parties notified the Circuit Court that an agreement in principle to settle this litigation was [removed: reached among the parties.][added: reached.]

Under the terms of the [removed: agreement in principle and any subsequent proposed settlement agreement,] [added: approved Dunbar Settlement,] WVAWC has not admitted, and will not admit, any fault or liability for any of the allegations made by the *Jeffries* plaintiffs.

The [removed: proposed] maximum pre-tax amount of the [removed: settlement] [added: Dunbar Settlement] is approximately $18 million, of which the [removed: Company currently estimates that] [added: final amount of the Company’s and WVAWC’s contributions to the Dunbar Settlement is] approximately $5 million [removed: would be contributed by the Company and WVAWC,] [added: (which have been funded through existing sources of liquidity),] and the remainder [removed: would be] [added: has been] contributed [added: by certain of the Company’s general liability insurance carriers.]

The [removed: final] [added: actual total] amount [removed: of the Company’s and WVAWC’s contributions] to [removed: the settlement remains subject] [added: be paid] to [removed: uncertainty; however,] [added: claimants through] the [added: Dunbar Settlement will depend upon the claims approved through the claims process, but the] Company does not currently anticipate that [removed: Company’s] [added: its] maximum liability for the settlement will materially exceed $5 million.

[removed: As a result, the] [added: The] Company [removed: has] [added: previously] recorded [added: in the fourth quarter of 2024] a charge to earnings, net of insurance receivables, of [removed: $5.0] [added: $5] million [removed: ($3.9] [added: ($4] million [removed: after-tax) in] [added: after-tax), with respect to] the [removed: fourth quarter of 2024.][added: Dunbar Settlement.]

In September 2020, the court dismissed all of the Tennessee Plaintiffs’ claims in their complaint, except for the breach of contract claims against [removed: TAWC, which remain pending.][added: TAWC.]

This [removed: appeal] [added: lawsuit] remains pending.

[added: Mountaineer Gas Company and West Virginia-American Water Company* was filed in West Virginia Circuit Court in Kanawha] County on behalf of an alleged class of Mountaineer Gas residential and business customers and other households and businesses supplied with natural gas in Kanawha County, which lost natural gas service on November 10, 2023, as a result of these events.

The Business Court has set a trial date of [removed: October 7, 2025,] [added: August 10, 2026] for this matter.

WVAWC has filed a partial motion to dismiss certain claims in the *Ruffin, [removed: Toliver,* *Dodson*] [added: Toliver, Dodson*] and *Thomas* lawsuits and a motion to dismiss the cross-claims asserted against WVAWC therein by Mountaineer Gas.

This [removed: consolidated] matter remains pending.

The Company believes that the [removed: causes of action and other] claims [added: that had been] asserted [removed: in the class action complaints] are without merit and [removed: that] the [removed: Company has] [added: relevant utility subsidiaries have] valid, meritorious defenses to [removed: such claims, and] the [removed: Company is defending itself vigorously.][added: claims.]

During the fourth quarter of 2025, the MPWMD filed an application with the SWRCB seeking to modify the 2009 Order and the 2016 Order to rescind a condition included therein that prohibits (i) new service connections and (ii) increased water use at existing service connections resulting from a change in zoning or use, throughout Cal Am’s Monterey service territory.

The MPWMD’s stated rationale for seeking to rescind this condition is a lack of threatened violation for the foreseeable future given a sufficient water supply to serve demand, and the current prohibitions restrict local housing construction needed to meet state affordable housing mandates.

On December 19, 2025, Cal Am filed a response, requesting that the SWRCB deny the application or hold it in abeyance to permit Cal Am to meet with appropriate stakeholders and to develop a proposal for relief from the prohibitions.

On May 21, 2025, the CPUC issued a decision authorizing an increase to the cost cap of $11 million for the specified extraction wells.

On August 14, 2025, the CPUC approved a final decision, which was updated on October 9, 2025, finding that, as to the supply and demand estimates for the Water Supply Project, projected demand will outstrip supply by approximately 2,500 acre-feet per year as of 2050.

On September 17, 2025, the City of Marina (the “City”), the Marina Coast Water District (“MCWD”) and the MPWMD filed applications for rehearing of the final decision.

On September 22, 2025, these parties also filed a motion to stay the final decision.

The CPUC has not yet ruled on these motions.

After trial and subsequent proceedings ending in the first quarter of 2025, on May 12, 2025, the court entered its final decision denying the petition in full.

On July 24, 2025, a notice of appeal was filed.

On June 25, 2025, the SWRCB administrative hearing officer transmitted a final report of an advisory opinion to the SWRCB’s board for approval, as well as to the parties and the Monterey County Superior Court.

The final report analyzes potential impacts to the groundwater basin and groundwater users based on predictive modeling presented by the parties’ experts, and concludes, among other things, that the slant well pumping is not expected to materially impact MCWD’s water rights, or its ability to draw water from its wells.

The report also finds that although some harm to the groundwater basin may occur in the form of increased seawater intrusion and lowering of groundwater levels, any such harm should be balanced against the benefits of the project, and could be avoided or remedied by a physical solution.

Trial commenced on November 12, 2025, and is expected to continue into the first quarter of 2026.

Following submission of the application to amend the relevant NPDES permit to the RWQCB, Cal Am’s and Monterey One Water’s consultants developed a less environmentally impactful alternative that reduces the number of outfall modifications required to accommodate brine discharge.

The alternatives analysis was approved by Monterey One Water’s board on June 30, 2025, and was submitted to the RWQCB on July 1, 2025.

On August 20, 2025, Cal Am filed a motion for summary judgment as to the MPWMD’s condemnation action, alleging that without LAFCO approval, the MPWMD does not have legal authority to pursue eminent domain.

On the same date, the MPWMD filed a motion for summary adjudication of the same issue, arguing that LAFCO approval is not required to proceed with its condemnation action.

By orders dated December 29, 2025, the court denied both motions.

On May 2, 2025, the parties jointly filed with the Circuit Court a proposed class action settlement agreement (the “Dunbar Settlement”) with respect to the certified liability claims.

On September 12, 2025, the Circuit Court issued an order granting final approval of the Dunbar Settlement.

The deadline for claims submissions was August 25, 2025, and the settlement administrator is evaluating claim submissions to identify compensable claims.

On December 4, 2025, the Court of Appeals of Tennessee denied the Tennessee Plaintiffs’ appeal, and on January 30, 2026, the Tennessee Plaintiffs filed an appeal with the Supreme Court of Tennessee.

On November 14, 2025, the Plaintiffs in the *Ruffin* and *Toliver* lawsuits jointly filed a motion for class certification.

On December 22, 2025, the Kanawha County Circuit Court entered a joint order setting a schedule for class certification with a hearing on the motion to be held on March 17, 2026.

The Court also ordered mediation and continued the previously set February 2, 2026 trial date.

As of December 31, 2025, the Company has received settlement payments from defendants 3M Company and DuPont de Nemours, Inc. totaling $159 million, net of legal fees and administrative costs and exclusive of interest.

The Company intends to seek regulatory approval from its respective PUCs to apply the net proceeds for the benefit of customers, where permissible.

Regulatory approvals have been obtained with respect to seven of the Company’s utility subsidiaries that are parties to the MDL, and two regulatory applications have been denied.

Most of the funds received by the Company are being held in a law firm escrow account and are awaiting distribution to the Company’s utility subsidiaries that are parties to the MDL after approval or denial is received from the applicable PUCs.

As of December 31, 2025, approximately $47 million of the escrowed funds, including escrow interest, has been transferred from the law firm escrow account for distribution to utility subsidiaries that have received approval.

The Company anticipates that, during 2026, it may receive one or more additional settlement payments from the defendants in the MDL.

During 2025, the Company was made aware of a number of substantially similar personal injury short-form complaints that had been filed in the MDL naming, in addition to various other water providers and manufacturers, certain Company utility subsidiaries as defendants.

In October 2025, all MDL personal injury complaints that the Company had been made aware of were dismissed by the plaintiffs without prejudice.

The amended and restated water purchase agreement for the GWR Project expansion is subject to review and approval of the CPUC, and in November 2021, Cal Am filed an application with the CPUC that sought review and approval of the amended and restated water purchase agreement.

Cal Am also requested rate base treatment of the additional capital investment for certain Cal Am facilities required to maximize the water supply from the expansion to the GWR Project and a related Aquifer Storage and Recovery Project, totaling approximately $81 million.

This requested amount was in addition to, and consistent in regulatory treatment with, the prior $50 million of cost recovery for facilities associated with the original water purchase agreement, which was approved by the CPUC in its unanimous 2016 final decision.

On October 23, 2023, a status conference was held to determine procedural steps to conclude the proceeding.

Further evidentiary hearings in this proceeding were held in March 2024.

A trial commenced on December 9, 2024, and further proceedings continued in January 2025.

On September 19, 2024, the SWRCB administrative hearing officer sent a letter to the court advising that the full draft report of the SWRCB advisory opinion addressing the questions referred by the court would not be received until at least November 1, 2024.

On November 22, 2024, the administrative hearing officer sent a second letter to the court advising that the draft report would be considered for approval at a public meeting of the SWRCB to be held in the first quarter of 2025.

On December 31, 2024, an initial draft report was circulated by the SWRCB to the parties for review and comment.

*Challenges Related to Compliance with California’s Sustainable Groundwater Management Act*

Under California’s Sustainable Groundwater Management Act (“SGMA”) enacted in 2015, groundwater basins designated by the state as critically overdrafted must be managed by a GSA by 2020 in accordance with an approved groundwater sustainability plan (“GSP”) designed to achieve sustainability by 2040.

Under the SGMA, GSAs have broad powers to achieve sustainability including, but not limited to, regulating groundwater extraction by imposing fees on groundwater extractions and controlling groundwater extractions by regulating, limiting or suspending extractions from wells.

The 400-acre CEMEX site overlies a small portion of the 180/400 Subbasin of the Salinas Valley Groundwater Basin; the 84,000-acre 180/400 Subbasin has been designated by the state as critically overdrafted, mainly due to seawater intrusion into the subbasin.

In late 2016, the Salinas Valley Basin Groundwater Sustainability Agency (the “SVBGSA”) was formed as a joint powers authority to become the GSA for the Salinas Valley Groundwater Basin and prepare a GSP.

In April 2018, the City filed a notice to become the GSA for the CEMEX site, creating an overlap with the SVBGSA’s filing for the 180/400 Subbasin.

In 2016, the SVBGSA commenced preparation of a GSP covering the entire 180/400 Subbasin, including the CEMEX site, but in August 2019 the City filed a notice that it intends to prepare its own GSP for the CEMEX site with the intent to severely limit or prohibit groundwater pumping at that site.

The State Department of Water Resources (“SDWR”) has taken the position that until the overlap is resolved, it will not accept the GSP from either agency, placing the subbasin at risk of being placed in a probationary status and subject to state management.

In December 2019, the County of Monterey filed its own notice to become the exclusive GSA at the CEMEX site in order to resolve the overlap, which is permitted under SGMA.

SDWR accepted Monterey County’s filing in December 2019, and now lists Monterey County as the exclusive GSA for the site.

In December 2019, the City filed a lawsuit in Monterey County Superior Court challenging Monterey County’s filing, and SDWR’s acceptance of the filing, as the exclusive GSA for the CEMEX site.

The City has named Monterey County and its Board of Supervisors, its GSA, and SDWR and its director as defendants, and the SVBGSA and its Board of Directors as real parties.

The City seeks to invalidate Monterey County’s filing, as well as injunctive relief to preserve the City’s status as a GSA for the site.

To protect its interest in the matter, Cal Am filed an application to intervene in this lawsuit, which was granted.

Monterey County filed cross-claims against the City and SDWR.

In September 2020, Cal Am filed a separate but related complaint in Monterey County Superior Court challenging the validity of actions taken by the City and its GSA in adopting a groundwater sustainability plan for the CEMEX site, and the validity of the provisions of such plan.

Due to the overlap of issues in the City’s lawsuit with those in the validation action, the parties stipulated to a stay of the validation action pending determination of the claims in the City’s action, which was approved by the court in December 2020.

In February 2021, the City filed a separate but related *in rem* reverse validation complaint challenging the adoption by Monterey County of a GSP for the CEMEX site.

On May 3, 2023, the City filed a second reverse validation complaint, challenging the adoption of amendments to the GSP for the 180/400 Subbasin.

After a hearing, in August 2021, the court denied the claims brought by the City and granted Monterey County’s cross-claims, finding that the City’s GSA notice was untimely, the Monterey County GSA was the exclusive GSA for the CEMEX site, and the SVBGSA’s GSP was properly adopted for the entire 180/400 Subbasin, including the CEMEX site.

In November 2021, the City appealed this decision, and in December 2021, Monterey County appealed the court’s decision as to the finding that the City’s action creating a GSA was not void.

The related validation and reverse validation actions remain stayed during the pendency of the appeal.

On November 13, 2023, the California Court of Appeal affirmed the trial court's decision.

On December 22, 2023, the City filed a petition for review with the California Supreme Court, which was denied on February 24, 2024.

On October 31, 2024, the parties entered into an agreement settling the stayed validation complaints and all claims for attorneys’ fees and costs.

The validation complaints were subsequently dismissed.

Final judgment was entered on January 7, 2025.

The MPWMD filed a notice of cross-appeal on February 15, 2024.

Cal Am is evaluating potential additional actions to seek to uphold LAFCO’s denial of the MPWMD’s application, including filing other challenges and/or making suitable presentations at a subsequent LAFCO rehearing.

Hearings on the motion were held on May 3, 2024, and August 23, 2024.

Cal Am filed its answer to the complaint on December 13, 2024.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Common Stock, $0.01 par [removed: value—$22,045,400,000] [added: value—$23,779,400,000] as of June [removed: 28, 2024] [added: 30, 2025] (solely for purposes of calculating this aggregate market value, American Water has defined its affiliates to include (i) those persons who were, as of June [removed: 28, 2024,] [added: 30, 2025,] its executive officers, directors or known beneficial owners of more than 10% of its common stock, and (ii) such other persons who were deemed, as of June [removed: 28, 2024,] [added: 30, 2025,] to be controlled by, or under common control with, American Water or any such persons in clause (i) above).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: Common Stock, $0.01 par value per [removed: share—194,947,313] [added: share—195,208,666] shares as of February [removed: 10, 2025.][added: 9, 2026.]

Portions of the American Water Works Company, Inc. definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2024] [added: 2025] are incorporated by reference into Part III of this report.

| [Forward-Looking [removed: Statements](#idabc48ed40d14bf4b46aaccabb5d2c9e_13)] [added: Statements](#if484d46bfbe242d4bd172aef8095f858_13)] | | | | | | [removed: [1](#idabc48ed40d14bf4b46aaccabb5d2c9e_13)] [added: [1](#if484d46bfbe242d4bd172aef8095f858_13)] | | |

| Item 1. | | | [removed: [Business](#idabc48ed40d14bf4b46aaccabb5d2c9e_19)] [added: [Business](#if484d46bfbe242d4bd172aef8095f858_19)] | | | [removed: [4](#idabc48ed40d14bf4b46aaccabb5d2c9e_19)] [added: [5](#if484d46bfbe242d4bd172aef8095f858_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idabc48ed40d14bf4b46aaccabb5d2c9e_52)] [added: Factors](#if484d46bfbe242d4bd172aef8095f858_49)] | | | [removed: [21](#idabc48ed40d14bf4b46aaccabb5d2c9e_52)] [added: [23](#if484d46bfbe242d4bd172aef8095f858_49)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idabc48ed40d14bf4b46aaccabb5d2c9e_55)] [added: Comments](#if484d46bfbe242d4bd172aef8095f858_55)] | | | [removed: [36](#idabc48ed40d14bf4b46aaccabb5d2c9e_55)] [added: [47](#if484d46bfbe242d4bd172aef8095f858_55)] | | |

| Item 1C. | | | [Cyber [removed: Security](#idabc48ed40d14bf4b46aaccabb5d2c9e_58)] [added: Security](#if484d46bfbe242d4bd172aef8095f858_58)] | | | [removed: [36](#idabc48ed40d14bf4b46aaccabb5d2c9e_58)] [added: [47](#if484d46bfbe242d4bd172aef8095f858_58)] | | |

| Item 2. | | | [removed: [Properties](#idabc48ed40d14bf4b46aaccabb5d2c9e_61)] [added: [Properties](#if484d46bfbe242d4bd172aef8095f858_61)] | | | [removed: [38](#idabc48ed40d14bf4b46aaccabb5d2c9e_61)] [added: [49](#if484d46bfbe242d4bd172aef8095f858_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idabc48ed40d14bf4b46aaccabb5d2c9e_64)] [added: Proceedings](#if484d46bfbe242d4bd172aef8095f858_64)] | | | [removed: [38](#idabc48ed40d14bf4b46aaccabb5d2c9e_64)] [added: [49](#if484d46bfbe242d4bd172aef8095f858_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idabc48ed40d14bf4b46aaccabb5d2c9e_67)] [added: Disclosures](#if484d46bfbe242d4bd172aef8095f858_70)] | | | [removed: [48](#idabc48ed40d14bf4b46aaccabb5d2c9e_67)] [added: [58](#if484d46bfbe242d4bd172aef8095f858_70)] | | |

| Item 5. | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idabc48ed40d14bf4b46aaccabb5d2c9e_73)] [added: Securities](#if484d46bfbe242d4bd172aef8095f858_76)] | | | [removed: [49](#idabc48ed40d14bf4b46aaccabb5d2c9e_73)] [added: [59](#if484d46bfbe242d4bd172aef8095f858_76)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#idabc48ed40d14bf4b46aaccabb5d2c9e_76)] [added: [\[Reserved\]](#if484d46bfbe242d4bd172aef8095f858_79)] | | | [removed: [49](#idabc48ed40d14bf4b46aaccabb5d2c9e_73)] [added: [59](#if484d46bfbe242d4bd172aef8095f858_76)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idabc48ed40d14bf4b46aaccabb5d2c9e_79)] [added: Operations](#if484d46bfbe242d4bd172aef8095f858_82)] | | | [removed: [50](#idabc48ed40d14bf4b46aaccabb5d2c9e_79)] [added: [60](#if484d46bfbe242d4bd172aef8095f858_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idabc48ed40d14bf4b46aaccabb5d2c9e_118)] [added: Risk](#if484d46bfbe242d4bd172aef8095f858_112)] | | | [removed: [74](#idabc48ed40d14bf4b46aaccabb5d2c9e_118)] [added: [84](#if484d46bfbe242d4bd172aef8095f858_112)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idabc48ed40d14bf4b46aaccabb5d2c9e_121)] [added: Data](#if484d46bfbe242d4bd172aef8095f858_115)] | | | [removed: [76](#idabc48ed40d14bf4b46aaccabb5d2c9e_121)] [added: [86](#if484d46bfbe242d4bd172aef8095f858_115)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idabc48ed40d14bf4b46aaccabb5d2c9e_217)] [added: Disclosure](#if484d46bfbe242d4bd172aef8095f858_208)] | | | [removed: [137](#idabc48ed40d14bf4b46aaccabb5d2c9e_217)] [added: [148](#if484d46bfbe242d4bd172aef8095f858_208)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idabc48ed40d14bf4b46aaccabb5d2c9e_220)] [added: Procedures](#if484d46bfbe242d4bd172aef8095f858_211)] | | | [removed: [137](#idabc48ed40d14bf4b46aaccabb5d2c9e_220)] [added: [148](#if484d46bfbe242d4bd172aef8095f858_211)] | | |

| Item 9B. | | | [Other [removed: Information](#idabc48ed40d14bf4b46aaccabb5d2c9e_223)] [added: Information](#if484d46bfbe242d4bd172aef8095f858_214)] | | | [removed: [138](#idabc48ed40d14bf4b46aaccabb5d2c9e_223)] [added: [149](#if484d46bfbe242d4bd172aef8095f858_214)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idabc48ed40d14bf4b46aaccabb5d2c9e_229)] [added: Inspections](#if484d46bfbe242d4bd172aef8095f858_217)] | | | [removed: [138](#idabc48ed40d14bf4b46aaccabb5d2c9e_229)] [added: [149](#if484d46bfbe242d4bd172aef8095f858_217)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idabc48ed40d14bf4b46aaccabb5d2c9e_235)] [added: Governance](#if484d46bfbe242d4bd172aef8095f858_223)] | | | [removed: [139](#idabc48ed40d14bf4b46aaccabb5d2c9e_235)] [added: [150](#if484d46bfbe242d4bd172aef8095f858_223)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idabc48ed40d14bf4b46aaccabb5d2c9e_241)] [added: Compensation](#if484d46bfbe242d4bd172aef8095f858_229)] | | | [removed: [139](#idabc48ed40d14bf4b46aaccabb5d2c9e_241)] [added: [150](#if484d46bfbe242d4bd172aef8095f858_229)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idabc48ed40d14bf4b46aaccabb5d2c9e_244)] [added: Matters](#if484d46bfbe242d4bd172aef8095f858_232)] | | | [removed: [139](#idabc48ed40d14bf4b46aaccabb5d2c9e_244)] [added: [150](#if484d46bfbe242d4bd172aef8095f858_232)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#idabc48ed40d14bf4b46aaccabb5d2c9e_247)] [added: Independence](#if484d46bfbe242d4bd172aef8095f858_235)] | | | [removed: [139](#idabc48ed40d14bf4b46aaccabb5d2c9e_247)] [added: [150](#if484d46bfbe242d4bd172aef8095f858_235)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#idabc48ed40d14bf4b46aaccabb5d2c9e_250)] [added: Services](#if484d46bfbe242d4bd172aef8095f858_238)] | | | [removed: [139](#idabc48ed40d14bf4b46aaccabb5d2c9e_250)] [added: [150](#if484d46bfbe242d4bd172aef8095f858_238)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idabc48ed40d14bf4b46aaccabb5d2c9e_256)] [added: Schedules](#if484d46bfbe242d4bd172aef8095f858_244)] | | | [removed: [140](#idabc48ed40d14bf4b46aaccabb5d2c9e_256)] [added: [151](#if484d46bfbe242d4bd172aef8095f858_244)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idabc48ed40d14bf4b46aaccabb5d2c9e_259)] [added: Summary](#if484d46bfbe242d4bd172aef8095f858_247)] | | | [removed: [140](#idabc48ed40d14bf4b46aaccabb5d2c9e_259)] [added: [151](#if484d46bfbe242d4bd172aef8095f858_247)] | | |

Forward-looking statements may relate to, among other things: the Company’s future financial performance, liquidity and cash flows; the timing and amount of rate and revenue adjustments, including through general rate case filings, filings for infrastructure surcharges and other governmental agency authorizations and proceedings, and filings to address regulatory lag; the Company’s ability to execute its current and long-term business, operational, capital expenditures and growth plans and strategies; the timing and outcome of pending or future acquisition [removed: activity,] [added: activity (including, without limitation, the merger agreement with Essential Utilities, Inc. (“Essential”)] and the [added: proposed acquisition of systems owned indirectly by Nexus Water Group, Inc.), and the] ability to achieve organic customer growth; the ability of the Company’s California subsidiary to obtain adequate alternative water supplies in lieu of diversions from the Carmel River; the amount, allocation and timing of projected capital expenditures and related funding requirements; the Company’s ability to repay or refinance debt; the future impacts of increased or increasing financing costs, inflation and interest rates; the Company’s ability to finance current and projected operations, capital expenditure needs and growth initiatives by accessing the debt and equity capital markets and sources of short-term liquidity; the [added: future settlement or settlements of the Forward Sale Agreements described herein, adjustments to the forward sale price thereunder, and the amount of and the intended use of net proceeds from any such future settlement or settlements; the] outcome and impact on the Company of governmental and regulatory investigations, class action lawsuits, and other litigation and legal proceedings, and related potential fines, penalties and other sanctions; the ability to meet or exceed the Company’s stated environmental and sustainability goals, including its greenhouse gas (“GHG”) emission reduction, water delivery efficiency and water system resiliency goals; the ability to complete, and the timing and efficacy of, the design, development, implementation and improvement of technology and other strategic initiatives; the Company’s ability to comply with new and changing environmental regulations; the ability to capitalize on existing or future utility privatization opportunities; trends in the water and wastewater industries in which the Company operates, including macro trends with respect to the Company’s efforts and projects related to customer, technology and work efficiency and execution; regulatory, legislative, tax policy or legal developments; and impacts that future significant tax [removed: legislation] [added: legislation, and the imposition, utilization or change in various economic tariffs (or any attempt or effort to do so),] may have on the Company and on its business, results of operations, cash flows and liquidity.

- risks and uncertainties following the completion of the sale of the Company’s Homeowner Services Group (“HOS”), [removed: including:][added: including the ability of the Company to redeploy successfully and timely the net proceeds of this transaction into the Company’s Regulated Businesses;]

- changes in federal or state general, income and other tax laws, [added: and the imposition, utilization or change in economic tariffs (or any attempt or effort to do so),] including (i) future significant tax legislation or regulations (including without limitation impacts related to the Corporate Alternative Minimum Tax (“CAMT”)), and (ii) the availability of, or the Company’s compliance with, the terms of applicable tax credits and tax abatement programs;

| | | | [Part I](#if484d46bfbe242d4bd172aef8095f858_16) | | | | | |

| | | | [Part II](#if484d46bfbe242d4bd172aef8095f858_73) | | | | | |

| | | | [Part III](#if484d46bfbe242d4bd172aef8095f858_220) | | | | | |

| | | | [Part IV](#if484d46bfbe242d4bd172aef8095f858_241) | | | | | |

| [Exhibit Index](#if484d46bfbe242d4bd172aef8095f858_250) | | | | | | [151](#if484d46bfbe242d4bd172aef8095f858_250) | | |

| [Signatures](#if484d46bfbe242d4bd172aef8095f858_253) | | | | | | [157](#if484d46bfbe242d4bd172aef8095f858_253) | | |

- acquiring, closing and successfully integrating regulated operations, including without limitation the Company’s ability to (i) obtain all required regulatory and other consents and approvals for such acquisitions, (ii) prevail in litigation or other challenges related to such acquisitions, and (iii) recover in rates the fair value of assets of the acquired regulated operations;

- in addition to the foregoing, various risks and other uncertainties associated with the Company’s merger agreement with Essential and the related proposed merger, including:

- a fixed exchange ratio that will not adjust or account for fluctuations in the Company’s or Essential’s stock price;

- limitations on the parties’ ability to pursue alternatives to the proposed merger;

- an event, change or other circumstance that could give rise to the termination of the merger agreement;

- a delay in the timing to consummate the proposed merger;

- each party’s ability 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);

- financial impacts of the proposed merger on the Company and the combined company’s earnings, earnings per share, financial condition, results of operations, cash flows and share price, and any related accounting impacts;

- any impact of the proposed merger on the Company’s and the combined company’s ability to declare and pay quarterly dividends on its common stock;

- the risk of litigation related to the proposed merger;

- changes in the parties’ key management and personnel;

- the amount and nature of incurred transaction costs associated with the proposed merger; and

- reduced ownership and voting interests for the Company’s and Essential’s shareholders upon completion of the proposed merger;

- in addition to the foregoing, various risks and other uncertainties associated with the agreement to acquire certain water and wastewater systems from a subsidiary of Nexus Water Group, Inc., including:

- the final amount of the rate base to be acquired, and the amount of post-closing adjustments to the purchase price, if any, as contemplated by the acquisition agreement;

- the various impacts and effects of (i) compliance, or attempted compliance, with the terms and conditions of the acquisition agreement, and/or (ii) the completion of, or actions taken by the Company to complete, the acquisition, on the Company’s operations, strategy, guidance, expectations and plans with respect to its Regulated Businesses (considered individually or together as a whole), its current or future capital expenditures, its current and future debt and equity capital needs, dividends, earnings (including earnings per share), growth, future regulatory outcomes, expectations with respect to rate base growth, and other financial and operational goals, plans, estimates and projections; and

- any requirement by the Company to pay a termination fee in the event the closing does not occur;

- with respect to any of the Forward Sale Agreements, as described herein: (i) the inability of the forward purchasers (or their affiliates) to perform their obligations thereunder, (ii) the timing and method of any settlement thereof, (iii) the amount and intended use of proceeds that may be received by the Company from any such settlement, and (iv) the timing and amount of any common stock dilution resulting therefrom;

| | | | [Part I](#idabc48ed40d14bf4b46aaccabb5d2c9e_16) | | | | | |

| | | | [Part II](#idabc48ed40d14bf4b46aaccabb5d2c9e_70) | | | | | |

| | | | [Part III](#idabc48ed40d14bf4b46aaccabb5d2c9e_232) | | | | | |

| | | | [Part IV](#idabc48ed40d14bf4b46aaccabb5d2c9e_253) | | | | | |

| [Exhibit Index](#idabc48ed40d14bf4b46aaccabb5d2c9e_262) | | | | | | [140](#idabc48ed40d14bf4b46aaccabb5d2c9e_262) | | |

| [Signatures](#idabc48ed40d14bf4b46aaccabb5d2c9e_265) | | | | | | [145](#idabc48ed40d14bf4b46aaccabb5d2c9e_265) | | |

- acquiring, closing and successfully integrating regulated operations;

- the Company’s ability to receive amounts due, payable and owing to the Company under the amended secured seller note when due; and

- the ability of the Company to redeploy successfully and timely the net proceeds of this transaction into the Company’s Regulated Businesses;

To protect the integrity of its data and operational and technology systems, the Company employs a [removed: “defense-in-depth”] [added: “Zero Trust”] strategy that uses multiple security measures.

For additional information concerning [removed: the October 3, 2024, cybersecurity incident, and] cybersecurity-related risks, see Item 1A—Risk Factors—Risks Related to Our Industry and Business Operations—We [removed: are,] [added: have been,] and may in the future be, subject to physical and cyber attacks, [removed: and] [added: *and*] —We may sustain losses that exceed or are excluded from our insurance coverage or for which we are [removed: self-insured; and Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Matters—Cybersecurity Incident.][added: self-insured.]

The CISO has over 25 years of work experience in the information technology, physical security and cybersecurity fields, including previously serving as the Company’s Chief Security Officer, and holds the Certified [removed: Protection Professional, Professional Certified Investigator and Physical] [added: Information Systems] Security [removed: Professional certifications] [added: Professionals] from [removed: ASIS International.][added: the International Information Systems Security Certification Consortium.]

The Company’s [removed: security team also] [added: cybersecurity unit] conducts annual and ongoing cybersecurity awareness training and education for the Company’s employees.

In [removed: 2024,] [added: 2025,] 100% of the Company’s active workforce completed mandatory cybersecurity training.

The Company utilizes an established internal framework [added: based on industry standards and] designed to assess promptly the severity and materiality of cybersecurity incidents based on predefined quantitative and qualitative criteria and to determine the appropriate level of response.

The Company maintains a [removed: standing] crisis response team comprised of individuals from various functional units, including without limitation Information Technology, Legal, Finance, Enterprise Risk Management, Operations and Communications, to respond to cybersecurity and physical security incidents, environmental incidents and health and safety emergencies, among others.

The CISO serves on several working groups within the Water Information Sharing & Analysis Center and across the water industry.

By way of example, as previously disclosed, on October 3, 2024, the Company identified unauthorized activity within its information technology computer networks and systems, which was determined to be the result of a cybersecurity incident.

The CISO serves on the Water Sector Coordinating Council (“WSCC”), an advisory body comprised of representatives from various U.S. water and wastewater organizations, which serves as a policy, strategy and coordination mechanism for the water sector on critical infrastructure security and resilience issues.

In that role, the CISO partners with representatives from the Department of Homeland Security and the EPA on U.S. water and wastewater sector initiatives.

The CISO is also the former Chair of the WSCC, the National Association of Water Companies’ Safety and Security Committee, and the ASIS Utility Security Council.

The Company’s security team provides oversight and policy guidance on physical, cyber and information security, as well as business continuity, throughout the Company’s operations.

It is responsible for designing, implementing, monitoring and supporting effective physical and technical security controls for the Company’s physical assets, business systems and operational technologies.

A wholly owned subsidiary of parent company owns the Company’s corporate headquarters, located in Camden, New Jersey, and the Company and its operating subsidiaries lease office [removed: space, equipment and furniture] [added: space] from certain of the Company’s wholly owned subsidiaries.

- [removed: 190] [added: 170] wastewater treatment plants;

- [removed: 54,500] [added: 55,000] miles of transmission, distribution and collection mains and pipes;

Approximately [removed: 50%] [added: 49%] of all properties that the Company owns are located in New Jersey and Pennsylvania.

Since April 23, 2008, the Company’s common stock has traded on the New York Stock Exchange (“NYSE”) under the symbol “AWK.” As of February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 194,947,313] [added: 195,208,666] shares of common stock outstanding held by approximately [removed: 1,922] [added: 1,773] record holders.

From April 1, 2015, the date repurchases under the anti-dilutive stock repurchase program commenced, through December 31, [removed: 2024,] [added: 2025,] the Company repurchased an aggregate of 4,860,000 shares of its common stock under the program, leaving an aggregate of 5,140,000 shares available for repurchase under this program.

There were no repurchases of common stock in [removed: 2024.][added: 2025.]

| [Report of Independent Registered Public Accounting [removed: Firm](#idabc48ed40d14bf4b46aaccabb5d2c9e_124)] [added: Firm](#if484d46bfbe242d4bd172aef8095f858_118)] [(PCAOB [removed: ID](#idabc48ed40d14bf4b46aaccabb5d2c9e_124) 238[)](#idabc48ed40d14bf4b46aaccabb5d2c9e_124)] [added: ID](#if484d46bfbe242d4bd172aef8095f858_118) 238[)](#if484d46bfbe242d4bd172aef8095f858_118)] | | | [removed: [77](#idabc48ed40d14bf4b46aaccabb5d2c9e_124)] [added: [87](#if484d46bfbe242d4bd172aef8095f858_118)] | | |

| [Consolidated Balance Sheets as [removed: of] [added: of](#if484d46bfbe242d4bd172aef8095f858_124)] December 31, [removed: 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_130)[4](#idabc48ed40d14bf4b46aaccabb5d2c9e_130) [and 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_130)[3](#idabc48ed40d14bf4b46aaccabb5d2c9e_130)] [added: 2025 and 2024] | | | [removed: [79](#idabc48ed40d14bf4b46aaccabb5d2c9e_130)] [added: [89](#if484d46bfbe242d4bd172aef8095f858_124)] | | |

| [Consolidated Statements of Operations for the years [removed: ended] [added: ended](#if484d46bfbe242d4bd172aef8095f858_127)] December 31, [removed: 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)[4](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)[, 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)[3](#idabc48ed40d14bf4b46aaccabb5d2c9e_133) [and 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)[2](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)] [added: 2025, 2024 and 2023] | | | [removed: [81](#idabc48ed40d14bf4b46aaccabb5d2c9e_133)] [added: [91](#if484d46bfbe242d4bd172aef8095f858_127)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended] [added: ended](#if484d46bfbe242d4bd172aef8095f858_130)] December 31, [removed: 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)[4](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)[, 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)[3](#idabc48ed40d14bf4b46aaccabb5d2c9e_136) [and 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)[2](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)] [added: 2025, 2024 and 2023] | | | [removed: [82](#idabc48ed40d14bf4b46aaccabb5d2c9e_136)] [added: [92](#if484d46bfbe242d4bd172aef8095f858_130)] | | |

| [Consolidated Statements of Cash Flows for the years [removed: ended] [added: ended](#if484d46bfbe242d4bd172aef8095f858_133)] December 31, [removed: 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)[4](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)[, 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)[3](#idabc48ed40d14bf4b46aaccabb5d2c9e_139) [and 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)[2](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)] [added: 2025, 2024 and 2023] | | | [removed: [83](#idabc48ed40d14bf4b46aaccabb5d2c9e_139)] [added: [93](#if484d46bfbe242d4bd172aef8095f858_133)] | | |

| [Consolidated Statements of Changes in Shareholders’ Equity for the years [removed: ended] [added: ended](#if484d46bfbe242d4bd172aef8095f858_136)] December 31, [removed: 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)[4](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)[, 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)[3](#idabc48ed40d14bf4b46aaccabb5d2c9e_142) [and 202](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)[2](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)] [added: 2025, 2024 and 2023] | | | [removed: [84](#idabc48ed40d14bf4b46aaccabb5d2c9e_142)] [added: [94](#if484d46bfbe242d4bd172aef8095f858_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#idabc48ed40d14bf4b46aaccabb5d2c9e_145)] [added: Statements](#if484d46bfbe242d4bd172aef8095f858_139)] | | | [removed: [85](#idabc48ed40d14bf4b46aaccabb5d2c9e_145)] [added: [95](#if484d46bfbe242d4bd172aef8095f858_139)] | | |

We have audited the accompanying consolidated balance sheets of American Water Works Company, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated regulatory assets and liabilities balances were [removed: $1,169] [added: $1,154] million and [removed: $1,416] [added: $1,440] million, respectively, as of December 31, [removed: 2024.][added: 2025.]

| [added: Virginia | | |] February [removed: 19,] [added: 24,] 2025 [added: (b)] | | | [added: | | | 15 | | |]

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Property, plant and equipment | | | $ | [removed: 35,059] [added: 37,955] | | | | | $ | [removed: 32,189] [added: 35,059] | |

| Accumulated depreciation | | | [removed: (7,021)] [added: (7,379)] | | | | | | [removed: (6,751)] [added: (7,021)] | | |

| Property, plant and equipment, net | | | [removed: 28,038] [added: 30,576] | | | | | | [removed: 25,438] [added: 28,038] | | |

| Cash and cash equivalents | | | [removed: 96] [added: 98] | | | | | | [removed: 330] [added: 96] | | |

| Restricted funds | | | [removed: 29] [added: 21] | | | | | | [removed: 34] [added: 29] | | |

| Accounts receivable, net of allowance for uncollectible accounts of [removed: $53] [added: $58] and [removed: $51,] [added: $53,] respectively | | | [removed: 416] [added: 395] | | | | | | [removed: 339] [added: 416] | | |

| Income tax receivable | | | [removed: 25] [added: 9] | | | | | | [removed: 86] [added: 25] | | |

| Unbilled revenues | | | [removed: 315] [added: 433] | | | | | | [removed: 302] [added: 315] | | |

| Materials and supplies | | | [removed: 103] [added: 112] | | | | | | [removed: 112] [added: 103] | | |

| Other | | | [removed: 231] [added: 328] | | | | | | [removed: 186] [added: 231] | | |

| Total current assets | | | [removed: 1,215] [added: 2,191] | | | | | | [removed: 1,389] [added: 1,215] | | |

| Regulatory assets | | | [removed: 1,150] [added: 1,132] | | | | | | [removed: 1,106] [added: 1,150] | | |

| Secured seller promissory note from the sale of the Homeowner Services Group | | | 795 | | | | | | [removed: 720] [added: —] | | |

| Operating lease right-of-use assets | | | [removed: 89] [added: 85] | | | | | | [removed: 86] [added: 89] | | |

| Goodwill | | | [removed: 1,144] [added: 1,156] | | | | | | [removed: 1,143] [added: 1,144] | | |

| Other | | | [removed: 399] [added: 302] | | | | | | [removed: 416] [added: 399] | | |

| Total regulatory and other long-term assets | | | [removed: 3,577] [added: 2,675] | | | | | | [removed: 3,471] [added: 3,577] | | |

| Total assets | | | $ | [removed: 32,830] [added: 35,442] | | | | | $ | [removed: 30,298] [added: 32,830] | |

| Common stock ($0.01 par value; 500,000,000 shares authorized; [removed: 200,371,701] [added: 200,605,170] and [removed: 200,144,968] [added: 200,371,701] shares issued, respectively) | | | $ | 2 | | | | | $ | 2 | |

| Paid-in-capital | | | [removed: 8,598] [added: 8,642] | | | | | | [removed: 8,550] [added: 8,598] | | |

| Retained earnings | | | [removed: 2,112] [added: 2,575] | | | | | | [removed: 1,659] [added: 2,112] | | |

| Accumulated other comprehensive income [removed: (loss)] | | | [removed: 12] [added: 6] | | | | | | [removed: (26)] [added: 12] | | |

| Treasury stock, at cost [removed: (5,451,216] [added: (5,428,008] and [removed: 5,414,867] [added: 5,451,216] shares, respectively) | | | [removed: (392)] [added: (388)] | | | | | | [removed: (388)] [added: (392)] | | |

| Total common shareholders' equity | | | [removed: 10,332] [added: 10,837] | | | | | | [removed: 9,797] [added: 10,332] | | |

| Long-term debt | | | [removed: 12,518] [added: 12,777] | | | | | | [removed: 11,715] [added: 12,518] | | |

| Total long-term debt | | | [removed: 12,521] [added: 12,780] | | | | | | [removed: 11,718] [added: 12,521] | | |

| Secured seller promissory note from the sale of the Homeowner Services Group | | | — | | | | | | 795 | | |

| | | | December 31, 2025 | | | | | | December 31, 2024 | | |

| Depreciation and amortization | | | 894 | | | | | | 788 | | | | | | 704 | | |

| Acquisition financed by treasury stock | | | $ | 11 | | | | | $ | — | | | | | $ | — | |

| Non-cash financing activity: | | | | | | | | | | | | | | | | | |

| Settlements of long-term debt | | | $ | 27 | | | | | $ | — | | | | | $ | — | |

| Acquisitions via treasury stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 10 | | | | | | 10 | | |

| Balance as of December 31, 2025 | | | 200.6 | | | | | | $ | 2 | | | | | $ | 8,642 | | | | | $ | 2,575 | | | | | $ | 6 | | | | | (5.4) | | | | | | $ | (388) | | | | | $ | 10,837 | |

| Accounting for Internal-Use Software | | | | | | The guidance in this standard removes all reference to prescriptive and sequential software development stages, requiring an entity to start capitalizing software costs when the following criteria are both met: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. Further, the standard requires disclosure for all capitalized internal-use software costs and removes the requirement for intangibles disclosures for capitalized internal-use software. | | | | | | Annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods | | | | | | Prospective, with a modified transition or retrospective application also permitted | | | | | | The Company is evaluating the impact on its Consolidated Financial Statements and the timing of adoption. | | |

| Accounting for Government Grants Received by Business Entities | | | | | | Introduces authoritative GAAP guidance for accounting and disclosure of government grants received by business entities, addressing the previous lack of specific guidance and reducing diversity in practice. The standard requires grants to be recognized when compliance with conditions is probable and receipt is likely, and allows presentation either as deferred income or as a reduction of related costs. | | | | | | Annual periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods | | | | | | Modified prospective, modified retrospective, or retrospective applications are permitted | | | | | | The Company is evaluating the impact on its Consolidated Financial Statements and the timing of adoption. | | |

| Kentucky | | | December 16, 2025 | | | | | | $ | 18 | |

| Hawaii | | | August 1, 2025 | | | | | | 1 | | |

| Iowa | | | August 1, 2025 (a) | | | | | | 13 | | |

| Missouri | | | May 28, 2025 | | | | | | 63 | | |

| Indiana, Step Increase | | | May 14, 2025 | | | | | | 17 | | |

| California, Step Increase | | | January 1, 2025 | | | | | | 17 | | |

(a)Interim rates of $5 million were effective May 11, 2024.

The Iowa Utilities Commission issued its final order on May 21, 2025.

The Virginia State Corporation Commission issued its final order on February 24, 2025.

| California, Attrition Increase | | | January 1, 2026 | | | | | | $ | 14 | |

The final order also terminated the Kentucky subsidiary’s Qualified Infrastructure Program (“QIP”) rider and included the costs and investments of the QIP in approved base rates.

The requested annualized revenue increase was driven primarily by approximately $212 million of capital investments completed and planned by the Kentucky subsidiary from February 2025 through December 2026.

On July 24, 2025, the Hawaii Public Utilities Commission issued a final order adopting the settlement agreement filed by the Company’s Hawaii subsidiary on April 25, 2025, with respect to its general rate case filed on August 2, 2024.

The final order approves an annualized increase of approximately $1 million in wastewater revenue, which is based on a return on equity of 9.75% and a capital structure with an equity component of 52.11% and a debt component of 47.89%.

New rates were effective August 1, 2025.

Interim rates of $5 million were effective May 11, 2024, with the remaining increase in annualized water and wastewater system revenues of $8 million effective on August 1, 2025.

On May 14, 2025, the Company’s Indiana subsidiary’s third step increase of $17 million in annualized water and wastewater system revenues became effective.

The Indiana subsidiary filed the general rate case on March 31, 2023, and on February 14, 2024, the Indiana Utility Regulatory Commission issued an order that approved a $65 million annualized increase in water and wastewater system revenues, excluding previously recovered infrastructure surcharges.

The Stipulation was entered into on March 17, 2025, with parties including the staff of the MoPSC and the Office of the Public Counsel.

For purposes of the general rate case, the Missouri subsidiary’s view of its rate base is $3.2 billion, and its view as to its return on equity and common equity ratio (each of which has been determined based on the order but was not disclosed therein) is 9.75% and 50.00%, respectively.

The new rates were effective May 28, 2025.

On February 24, 2025, the Virginia State Corporation Commission (the “SCC”) issued an order approving the September 19, 2024 joint “black box” settlement of the general rate case filed by the Company’s Virginia subsidiary.

The general rate case order approves the stipulated $15 million annualized increase in water and wastewater revenues.

For purposes of the general rate case, the Virginia subsidiary’s view of its rate base is $369 million.

On September 19, 2025, the California subsidiary filed a petition to modify the CPUC order received on December 5, 2024, for its general rate case originally filed on July 1, 2022.

The request seeks clarification from the CPUC on the method used to calculate the Conservation Adjustment for Rate Tier Designs (“CART”), specifically for the California subsidiary’s Monterey service area.

The CART is a ratemaking mechanism that allows the Company to recover, in subsequent periods, a portion of the impact on operating revenues as a result of implementing customer rates structured to promote conservation usage.

On October 20, 2025, the California Public Advocate submitted a response opposing the California subsidiary’s request and stating the request should instead be addressed in the California subsidiary’s pending base rate case.

On October 30, 2025, the California subsidiary filed a reply to the California Public Advocate’s response which underscored the need for clarity on the CART calculation.

The California subsidiary expects resolution of the petition to modify later in 2026.

| Gain on sale of businesses | | | — | | | | | | — | | | | | | 19 | | |

| Gain on sale of businesses | | | — | | | | | | — | | | | | | (19) | | |

| Proceeds from sale of assets, net of cash on hand | | | — | | | | | | — | | | | | | 608 | | |

| Income taxes, net of refunds of $5, $30 and $2 in 2024, 2023 and 2022, respectively | | | $ | (5) | | | | | $ | — | | | | | $ | 335 | |

| Balance as of December 31, 2021 | | | 186.9 | | | | | | $ | 2 | | | | | $ | 6,781 | | | | | $ | 925 | | | | | $ | (45) | | | | | (5.3) | | | | | | $ | (365) | | | | | $ | 7,298 | |

| Segment Reporting | | | | | | The guidance in this standard expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Additionally, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit and loss, provides new segment disclosure requirements for entities with a single reportable segment, and other disclosure requirements. | | | | | | Fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 | | | | | | Retrospective | | | | | | The Company adopted the standard as of December 31, 2024, including a recast of 2023 and 2022 information, by including additional required disclosures within the Notes to the Consolidated Financial Statements. See Note 20—Segment Information for further details. | | |

| Pennsylvania | | | August 7, 2024 | | | | | | 99 | | |

| Indiana, Step Increases | | | (b) | | | | | | 48 | | |

| West Virginia | | | February 25, 2024 | | | | | | 18 | | |

| California | | | January 1, 2024 | | | | | | 21 | | |

(a)In 2024, $6 million was effective November 6 and $11 million was effective May 3.

(b)In 2024, $23 million was effective May 10 and $25 million was effective February 21.

The general rate case order denied the second step increase of $16 million.

The annualized increase is based upon an authorized return on equity of 9.70%, authorized rate base of $489 million, which reflects capital investments through January 31, 2025, and a capital structure with a common equity ratio of 52.22%.

On May 16, 2024, the Kentucky subsidiary filed with the KPSC a petition for rehearing of the KPSC’s order, seeking clarification and/or correction of certain computational inconsistencies that the Kentucky subsidiary believes are reflected in the KPSC’s order with respect to the authorized amount of annualized revenues to be received by the Kentucky subsidiary.

On November 6, 2024, the KPSC approved a final order (the “Final Order”) providing for a $17 million annualized increase in water revenues, an increase of approximately $6 million from May 3, 2024.

The New Jersey subsidiary will continue to defer as a regulatory asset or liability, as appropriate, until its next general rate case, the difference between its pension expense and other postretirement benefits expense and those amounts included in base rates.

The PaPUC approved a $99 million annualized increase in the Pennsylvania subsidiary’s water and wastewater system revenues, excluding previously recovered infrastructure surcharges of $20 million, based on (i) an authorized return on equity of 9.45%, (ii) an authorized rate base of $5.8 billion, which reflects, as requested and included in the general rate case, approximately $1.0 billion in capital investments to be made through mid-2025, (iii) a common equity ratio of 55.30%, and (iv) a long-term debt ratio of 44.70%.

Certain acquisitions, including the acquisition of the wastewater collection and treatment system of the Butler Area Sewer Authority, were excluded from authorized base rates.

The new rates were effective on August 7, 2024, except that new wastewater rates for two recently acquired systems, including the City of York, will take effect during the first half of 2025 in accordance with the terms of the relevant acquisition agreements.

The PaPUC is expected to conclude the investigation in the second quarter of 2025.

On February 23, 2024, the West Virginia Public Service Commission (the “WVPSC”) issued an order approving the adjustment of base rates requested in a rate case filed on May 1, 2023, by the Company’s West Virginia subsidiary.

The increased water and wastewater revenues related to the base rate adjustment are being driven primarily by (i) $220 million of related water and wastewater system capital investments made since the completion of the West Virginia subsidiary’s previous rate case, (ii) higher pension and other postretirement benefit costs, and (iii) increases in production costs, including chemicals, fuel and power costs.

On February 14, 2024, the Indiana Utility Regulatory Commission issued an order approving the adjustment of base rates requested in a rate case filed on March 31, 2023, by the Company’s Indiana subsidiary.

The general rate case order approved a $66 million annualized increase in water and wastewater system revenues, excluding previously recovered infrastructure surcharges, based on an authorized return on equity of 9.65%, authorized rate base of $1.8 billion, a common equity ratio of 56.15% and a debt ratio of 43.85%.

For purposes of determining rates, the adjustment is based on an equity component of 48.19% due to the regulatory practice in Indiana of including certain zero-cost items or tax credit balances in the capital structure calculation.

The increases are being driven primarily by (i) over $875 million of water and wastewater system capital investments since the completion of the Indiana subsidiary’s last rate case and through April 30, 2025, (ii) higher pension and other postretirement benefit costs, and (iii) increases in production costs, including chemicals, fuel and power costs.

The Hawaii subsidiary anticipates that the general rate case proceeding will be completed by mid-2025.

On July 1, 2024, the Company’s Missouri subsidiary filed a general rate case requesting approximately $148 million in annualized incremental revenues.

On July 31, 2024, the Missouri Public Service Commission issued an order establishing the test year in this case, which modified the Missouri subsidiary’s original proposal for a future test year through May 2026, and instead reverted to a true-up period through December 31, 2024, with an allowance for proposed discrete adjustments subsequent to this date.

On September 6, 2024, the Missouri subsidiary filed supplemental testimony to revise the request to approximately $123 million in annualized incremental revenues and define the specific discrete adjustments proposed through the rate effective period, which lowered the incremental capital investments completed and planned to $1.1 billion through May 2025.

The Missouri subsidiary anticipates that the general rate case proceeding will be completed by mid-2025.

On August 29, 2024, the Iowa subsidiary submitted supplemental testimony consistent with the procedural schedule, which was subsequently challenged by the parties in the proceeding.

On October 4, 2024, the Iowa Utilities Commission issued an order that granted the inclusion of the supplemental filing and extended the procedural schedule in the case beyond the statutory ten-month period.

The Iowa subsidiary now expects resolution of this proceeding by May 2025.

On January 14, 2025, the CPUC granted the request for a one-year extension of the cost of capital filing to May 1, 2026, to set its authorized cost of capital beginning January 1, 2027.

The request also proposed a revenue decoupling mechanism and seeks deferral of certain production cost adjustments.

On September 20, 2024, the Virginia subsidiary filed with the Virginia State Corporation Commission (the “SCC”) a “black box” stipulation of settlement on key financial terms which agreed to a $15 million annualized increase in the Virginia subsidiary’s revenues.

The stipulation of settlement remains subject to SCC review and approval.

| Missouri | | | (b) | | | | | | $ | 47 | |

Based on that evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s disclosure controls and procedures were effective at a reasonable level of assurance.

The Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, assessed the effectiveness of its internal control over financial reporting, as of December 31, [removed: 2024,] [added: 2025,] using the criteria described in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the Company’s evaluation under the framework in *Internal Control—Integrated Framework (2013)*, its management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing in Item 8—Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or “officers” (as such term is defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of the Company’s securities, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act or (ii) any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Chief Executive Officer Succession

On February 19, 2025, reflecting the Company’s existing and ongoing executive development and succession planning activities by management and the Board of Directors, Ms. Hardwick, the Company’s Chief Executive Officer and a director, notified Karl F.

Kurz, Board Chair, of her decision to retire as the Company’s Chief Executive Officer and principal executive officer, effective as of the conclusion of the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).

In her notice, Ms. Hardwick also indicated her decision not to stand for re-election to the Board of Directors at the 2025 Annual Meeting.

On February 19, 2025, the Board of Directors accepted Ms. Hardwick’s notice and, upon the recommendation of the Nominating Committee, determined that she would not stand for re-election to the Board of Directors at the 2025 Annual Meeting.

Ms. Hardwick’s decision not to stand for re-election to the Board of Directors was not as a result of any disagreement with the Company or the Board of Directors on any matter relating to the Company’s operations, policies or practices.

On February 19, 2025, to provide for the orderly succession of Ms. Hardwick’s roles, the Board of Directors designated Mr. Griffith, the Company’s President, to serve as the Company’s President and Chief Executive Officer and as principal executive officer, effective as of the conclusion of the 2025 Annual Meeting, to hold office until the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) and until his successor has been elected and qualified, or until his earlier death, resignation or removal.

Upon the recommendation of the Nominating Committee, the Board of Directors also nominated Mr. Griffith for election to the Board of Directors at the 2025 Annual Meeting, and he will be included among the director nominees of the Board of Directors to be named in the Company’s 2025 Proxy Statement.

If elected to the Board of Directors by the shareholders of the Company, Mr. Griffith would serve until the Company’s 2026 Annual Meeting and until his successor has been elected and qualified, or until his earlier death, resignation or removal, and would not serve on any committee of the Board of Directors.

See Item 1—Business—Information About Our Executive Officers, for more information about Mr. Griffith’s business experience.

Other than existing compensatory arrangements between Mr. Griffith and the Company as described in the Company’s 2024 Proxy Statement, in connection with his succession: (i) there are no arrangements or understandings between Mr. Griffith and any other person pursuant to which Mr. Griffith was designated or nominated to serve in his new roles, (ii) no material plan, contract or arrangement has been entered into with Mr. Griffith, and no such plan, contract or arrangement with Mr. Griffith has been materially amended, and (iii) no grant of any award to Mr. Griffith or modification of an existing award has been made.

Mr. Griffith does not have any family relationship with any director or other executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and does not have any direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K.

In connection with Ms. Hardwick’s retirement, the ED&CC recommended, based on the advice of its independent compensation consultant, and the independent members of the Board of Directors approved, in addition to Ms. Hardwick’s customary executive compensation for 2025 (which was consistent with her executive compensation for 2024), a discretionary cash payment to Ms. Hardwick of $800,000, less all applicable withholdings and deductions, in recognition of her outstanding service and performance in the role as Chief Executive Officer.

Board of Directors Committee Changes

As part of its annual 2025 committee review process and to appropriately distribute director responsibilities, on February 19, 2025, the Board of Directors, upon the recommendation of the Nominating Committee, appointed director Stuart M.

McGuigan to serve on the ED&CC and the SETO Committee, and determined that director Patricia L.

Kampling will no longer serve on the SETO Committee, each of which actions took effect immediately.

The information required by this item and not set forth below or in Item 1—Business—Information About Our Executive Officers of this Annual Report on Form 10-K, is incorporated by reference from the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of the fiscal year covered by this report, under the captions entitled “Board of Directors and Corporate Governance” and “Proposal 1—Election of Directors.”

The Company maintains [removed: an] [added: its] Insider Trading [removed: and Prohibited Transactions] Policy and a Personal Securities Trading and Preclearance Practice thereunder, which govern the purchase, sale and other disposition of the Company’s securities by the Company’s directors, officers and employees, and their immediate family members, among other covered persons (which does not include the Company).

The Company believes the [removed: policy] [added: Insider Trading Policy] and [added: the related] practice are reasonably designed to promote and enforce compliance by such covered persons with applicable insider trading laws, rules and regulations, and the listing standards of the NYSE related thereto.

A copy of each has been filed as [Exhibit [removed: 19.1](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000022/ex-191xinsidertradingandpr.htm)] [added: 19.1](https://www.sec.gov/Archives/edgar/data/1410636/000141063626000034/ex-191xinsidertradingandpr.htm)] and [Exhibit [removed: 19.2](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000022/ex-192xpersonalsecuritiest.htm),] [added: 19.2](https://www.sec.gov/Archives/edgar/data/1410636/000141063626000034/ex-192xpersonalsecuritiest.htm),] respectively, to this Annual Report on Form 10-K, and the full text of the Insider Trading [removed: and Prohibited Transactions] Policy is publicly available on the Company’s website at *https://amwater.com*.

Information required by this item is incorporated by reference in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, under the captions entitled “Board of Directors and Corporate Governance—Board Role in Risk Oversight—Executive Development and Compensation Committee Role,” “Proposal 1—Election of Directors—Director Compensation Table,” “Compensation Discussion and Analysis,” “Executive Compensation” (excluding the subsection “Pay Versus Performance”), “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” (with the latter report being furnished, and not filed, in this Annual Report on Form 10-K).

Information required by this item setting forth the security ownership of certain beneficial owners and management is incorporated by reference in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, under the captions entitled “Certain Beneficial Ownership Matters—Security Ownership of Management,” “Certain Beneficial Ownership Matters—Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information.”

Information required by this item is incorporated by reference in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, under the caption entitled “Board of Directors and Corporate Governance—Board Review of Related Person Transactions” and “Proposal 1—Election of Directors—Director Independence.”

Information required by this item is incorporated by reference in the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, under the caption entitled “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm—Fees Paid to Independent Registered Public Accounting Firm” and “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Services Provided by Independent Registered Public Accounting Firm.”

1.The financial statements listed in the “Index to Consolidated Financial Statements” contained in Item 8—Financial Statements and Supplementary Data of this [added: Annual Report on] Form 10-K are hereby incorporated by reference in response to this Item 15(a).

| [removed: 4.6] [added: 4.24] | | | | | | [Officers’ Certificate, dated August [removed: 14, 2014,] [added: 8, 2025,] establishing the [removed: 3.400%] [added: 5.700%] Senior Notes due [removed: 2025] [added: 2055] (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August [removed: 14, 2014).](https://www.sec.gov/Archives/edgar/data/1410636/000119312514309521/d773032dex41.htm)] [added: 8, 2025).](https://www.sec.gov/Archives/edgar/data/1410636/000119312525176567/d785491dex41.htm)] | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Officers’ Certificate, dated August 14, 2014, providing for a further issuance of the 4.300% Senior Notes due 2042 (incorporated by reference to Exhibit 4.3 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 14, 2014).](https://www.sec.gov/Archives/edgar/data/1410636/000119312514309521/d773032dex43.htm) | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Officers’ Certificate, dated August 13, 2015, establishing the 4.300% Senior Notes due 2045 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 13, 2015).](https://www.sec.gov/Archives/edgar/data/1410636/000119312515290164/d122389dex41.htm) | | |

| [removed: 4.9] [added: 4.23] | | | | | | [Officers’ Certificate, dated [removed: August 13, 2015, providing for a further issuance of] [added: February 27, 2025, establishing] the [removed: 3.400%] [added: 5.250%] Senior Notes due [removed: 2025] [added: 2035] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed [removed: August 13, 2015).](https://www.sec.gov/Archives/edgar/data/1410636/000119312515290164/d122389dex43.htm)] [added: February 27, 2025).](https://www.sec.gov/Archives/edgar/data/1410636/000119312525038641/d925484dex41.htm)] | | |

| [removed: 4.10] [added: 4.8] | | | | | | [Officers’ Certificate, dated November 17, 2016, establishing the 3.000% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed November 17, 2016).](https://www.sec.gov/Archives/edgar/data/1410636/000156459016029433/awk-ex41_7.htm) | | |

| [removed: 4.11] [added: 4.9] | | | | | | [Officers’ Certificate, dated November 17, 2016, establishing the 4.000% Senior Notes due 2046 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed November 17, 2016).](https://www.sec.gov/Archives/edgar/data/1410636/000156459016029433/awk-ex42_8.htm) | | |

| [removed: 4.12] [added: 4.10] | | | | | | [Officers’ Certificate, dated August 10, 2017, establishing the 2.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 10, 2017).](https://www.sec.gov/Archives/edgar/data/1410636/000156459017017181/awk-ex41_7.htm) | | |

| [removed: 4.13] [added: 4.11] | | | | | | [Officers’ Certificate, dated August 10, 2017, establishing the 3.750% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 10, 2017).](https://www.sec.gov/Archives/edgar/data/1410636/000156459017017181/awk-ex42_8.htm) | | |

| [removed: 4.14] [added: 4.12] | | | | | | [Officer’s Certificate, dated August 9, 2018, establishing the 3.750% Senior Notes due 2028 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 9, 2018).](https://www.sec.gov/Archives/edgar/data/1410636/000119312518243833/d552087dex41.htm) | | |

| [removed: 4.15] [added: 4.13] | | | | | | [Officer’s Certificate, dated August 9, 2018, establishing the 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed August 9, 2018).](https://www.sec.gov/Archives/edgar/data/1410636/000119312518243833/d552087dex42.htm) | | |

| [removed: 4.16] [added: 4.14] | | | | | | [Officers’ Certificate, dated May 13, 2019, establishing the 3.450% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed on May 13, 2019).](https://www.sec.gov/Archives/edgar/data/1410636/000119312519144941/d748410dex41.htm) | | |

| [removed: 4.17] [added: 4.15] | | | | | | [Officers’ Certificate, dated May 13, 2019, establishing the 4.150% Senior Notes due 2049 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed on May 13, 2019).](https://www.sec.gov/Archives/edgar/data/1410636/000119312519144941/d748410dex42.htm) | | |

| [removed: 4.18] [added: 4.16] | | | | | | [Officers’ Certificate, dated April 14, 2020, establishing the 2.800% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed April 14, 2020).](https://www.sec.gov/Archives/edgar/data/1410636/000119312520106105/d917260dex41.htm) | | |

| [removed: 4.19] [added: 4.17] | | | | | | [Officers’ Certificate, dated April 14, 2020, establishing the 3.450% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed April 14, 2020).](https://www.sec.gov/Archives/edgar/data/1410636/000119312520106105/d917260dex42.htm) | | |

| [removed: 4.20] [added: 4.18] | | | | | | [Officers’ Certificate, dated May 14, 2021, establishing the 2.300% Senior Notes due 2031 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed on May 14, 2021).](https://www.sec.gov/Archives/edgar/data/1410636/000119312521161616/d934327dex41.htm) | | |

| [removed: 4.21] [added: 4.19] | | | | | | [Officers’ Certificate, dated May 14, 2021, establishing the 3.250% Senior Notes due 2051 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed on May 14, 2021).](https://www.sec.gov/Archives/edgar/data/1410636/000119312521161616/d934327dex42.htm) | | |

| [removed: 4.22] [added: 4.20] | | | | | | [Officers’ Certificate, dated May 5, 2022, establishing the 4.450% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed on May 5, 2022).](https://www.sec.gov/Archives/edgar/data/1410636/000119312522141570/d341242dex41.htm) | | |

| [removed: 4.23] [added: 4.21] | | | | | | [removed: [Officers](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm)[Certificate](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm)[,](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm)[dated] [added: [Officers’ Certificate, dated] February 23, 2024, establishing the 5.150% Senior Notes due 2034 (incorporated by reference to Exhibit 4.1 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed February 23, 2024).](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex41.htm) | | |

| [removed: 4.24] [added: 4.22] | | | | | | [Officers’ [removed: Certificate](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex42.htm)[,] [added: Certificate,] dated February 23, 2024, establishing the 5.450% Senior Notes due 2054 (incorporated by reference to Exhibit 4.2 to American Water Works Company, Inc.’s Current Report on Form 8-K, File No. 001-34028, filed February 23, 2024).](https://www.sec.gov/Archives/edgar/data/1410636/000119312524044023/d523285dex42.htm) | | |

| [removed: 4.25] [added: 21.1] | | | | | | [removed: [Description] [added: [Subsidiaries] of American Water Works Company, [removed: Inc.’s Equity Securities] [added: Inc.] (filed [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000022/ex-425xdescriptionofequity.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1410636/000141063626000034/ex-211xsubsidiariesofthere.htm)] | | |

| 10.1.4 | | | | | | [Extension Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm) [as of](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm) [October 2](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[8](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[,] [added: dated as of October 28, 2024,] by and among American Water Works Company, Inc., American Water Capital Corp., each of the Lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[2](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm) [to] [added: 10.2 to] American Water Company Inc.’s Quarterly Report on Form 10-Q, File No. 001-34028, [removed: filed](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm) [Oc](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[tober 3](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[0](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)[).](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)] [added: filed October 30, 2024).](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-102_wellsfargoxa.htm)] | | |

| [removed: 10.3*] [added: 10.10*] | | | | | | [Offer Letter for Employment, dated [removed: as of](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm) [August](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[1](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[, between] [added: August 1, 2024,](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-105_bowlerxevpan.htm) [between] American Water Works Company, Inc. and [added: David] M. [removed: Susan Hardwick] [added: Bowler] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to American Water Works Company, [removed: Inc.’s](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm) [Report] [added: Inc.’s Quarterly Report] on Form [removed: 10-](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[Q](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[,] [added: 10-Q,] File No. 001-34028, [removed: filed](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm) [October] [added: filed October] 30, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)[).](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-103_hardwickxceo.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-105_bowlerxevpan.htm)] | | |

| [removed: 10.4*] [added: 10.13*] | | | | | | [Offer Letter for [removed: Employment, dated February 16, 2021, between] [added: Employment,](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000173/a2025q3ex-109xsuttonevpchr.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000173/a2025q3ex-109xsuttonevpchr.htm)[dated](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000173/a2025q3ex-109xsuttonevpchr.htm) [September 30, 2025,](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000173/a2025q3ex-109xsuttonevpchr.htm) [between] American Water Works Company, Inc. and [removed: Cheryl Norton] [added: Lori Sutton] (incorporated by reference to Exhibit [removed: 10.13] [added: 10.9] to American Water Works Company, Inc.’s Quarterly Report on Form 10-Q, File No. 001-34028, filed [removed: May 3, 2021).](https://www.sec.gov/Archives/edgar/data/1410636/000141063621000147/a2021q-1exx1013_nortoncher.htm)] [added: October 29, 2025).](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000173/a2025q3ex-109xsuttonevpchr.htm)] | | |

| [removed: 10.5*] [added: 10.9*] | | | | | | [Offer Letter for [removed: Employment, dated A](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[ugust 1](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[, between] [added: Employment,](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm) [effective](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[May 14](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[5](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[,](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm) [](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[between] American Water Works Company, Inc. and John C. Griffith (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[11](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)] [to American Water Works Company, Inc.’s Quarterly Report on Form 10-Q, File No. 001-34028, [removed: filed](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm) [October 30](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[4](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)[).](https://www.sec.gov/Archives/edgar/data/1410636/000141063624000187/a2024q3ex-104_griffithxpre.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm) [April](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm) [30, 202](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[5](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)[).](https://www.sec.gov/Archives/edgar/data/1410636/000141063625000083/a2025q1ex-1011_griffithxce.htm)] | | |