American Water Works Company, Inc. and Essential Utilities, Inc. filed a Rule 425 communication on November 6, 2026, announcing that the Illinois Commerce Commission issued an order approving their proposed all-stock merger, marking the fourth state regulatory approval for the transaction.

Key Highlights

  • Fourth regulatory approval: The Illinois Commerce Commission issued an order approving the merger, following earlier approvals from Virginia, Ohio, and Kentucky.
  • Prior state approvals: Virginia State Corporation Commission approved on June 22, 2026; Public Utilities Commission of Ohio approved on May 13, 2026; Kentucky Public Service Commission approved on April 21, 2026.
  • Settlement agreements reached: Settlements in merger approval proceedings have been reached in Pennsylvania, North Carolina, Texas, and New Jersey, each subject to review and approval by the applicable public utility commission.
  • HSR waiting period expired: The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on August 14, 2026.
  • Shareholder approval obtained: According to the filing, shareholders of both companies "overwhelmingly approved the transaction earlier this year."
  • Combined company scale: The merger would create a combined company serving more than 4.7 million water and wastewater customer connections and more than 740,000 natural gas customer connections.
  • Expected closing: The merger is expected to close by the end of the first quarter of 2027, subject to remaining regulatory approvals and customary closing conditions.

Illinois Commerce Commission Approval Advances American Water and Essential Utilities Merger

American Water Works Company, Inc. (NYSE:AWK) and Essential Utilities, Inc. (NYSE:WTRG) disclosed on November 6, 2026, that the Illinois Commerce Commission issued an order approving their proposed merger. According to the filing, this approval is the fourth favorable regulatory action toward completion of the transaction, which was originally announced on October 27, 2025, as an all-stock deal.

The filing notes that the companies had previously secured approvals from the Virginia State Corporation Commission on June 22, 2026, the Public Utilities Commission of Ohio on May 13, 2026, and the Kentucky Public Service Commission on April 21, 2026. Additionally, settlement agreements have been reached in Pennsylvania, North Carolina, Texas, and New Jersey, though the filing states that each of those agreements "remains subject to review and approval by the applicable public utility commission." The HSR antitrust waiting period expired on August 14, 2026.

The combined company, the filing states, would operate under the American Water name and be headquartered in Camden, New Jersey. It would serve more than 4.7 million water and wastewater customer connections and more than 740,000 natural gas customer connections. The merger is expected to close by the end of the first quarter of 2027, but the filing specifies that it "remains subject to customary closing conditions, including, among others, required regulatory approvals, including approval from the remaining applicable public utility commissions." The filing contains forward-looking statements that the companies caution are not guarantees of outcomes and are subject to risks and uncertainties described in each party's regulatory filings.

What Was Disclosed

The Rule 425 filing by American Water Works disclosed a joint press release announcing Illinois Commerce Commission approval of the American Water and Essential Utilities proposed merger, representing the fourth state regulatory approval, with settlement agreements pending in four additional states.