American Water Works Co., the largest regulated water and wastewater utility company in the United States, announced Aug. 5 the pricing of a registered underwritten offering of 7,042,254 shares of its common stock at a price to the public of $142 per share. All shares are expected to be borrowed by the forward purchasers from third parties and sold to the underwriters and offered in connection with the forward-sale agreements.
Wells Fargo Securities, J.P. Morgan, and Mizuho are acting as joint book-running managers and as representatives of the underwriters for the offering. In connection with this offering, American Water will issue and sell shares to the underwriters to the extent that the forward purchasers (or their respective affiliates) do not borrow and sell such number of shares.
In connection with the offering, American Water made forward-sale agreements with Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Mizuho Markets Americas (or their respective affiliates), each in its capacity as a forward counterparty, pursuant to which American Water agreed to issue and sell to the forward purchasers (subject to American Water’s right to elect cash settlement or net share settlement under the forward-sale agreements) an aggregate of 7,042,254 shares of its common stock.Â
American Water granted the underwriters a 30-day option to purchase up to an additional 1,056,338 shares of its common stock on the same terms as this offering. If the underwriters exercise their option to purchase additional shares of common stock, American Water expects to enter into additional forward-sale agreements with the forward purchasers.
In connection with the forward-sale agreements, the forward purchasers are expected to borrow from third-party lenders and sell to the underwriters all of the shares of American Water’s common stock to be sold in this offering.
The offering is expected to close on Aug. 6, 2025. American Water will not receive any proceeds from the sale of the common stock sold by the forward purchasers to the underwriters. Settlement of the forward-sale agreements is expected to occur on or prior to Dec. 31, 2026. American Water will use any net cash proceeds that it receives upon settlement of the forward-sale agreements for general corporate purposes.
The offering is being made pursuant to American Water’s effective shelf registration statement filed with the Securities and Exchange Commission. Â
American Water, headquartered in Camden, dates back to 1886, and employs about people who provide drinking water and wastewater services to more than 14 million people in 14 states and on 18 military installations.
