DEF 14A of Essential Utilities, Inc., Mar 17, 2026

DEF 14A of Essential Utilities, Inc.

Filed Mar 17, 2026 · FY20250001552781-26-000133

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about each of the Company’s seven director nominees. Each director will serve a one-year term if elected.

  2. Director Nominees

    | All directors are independent except for Mr. Franklin. | | | | | Committee Memberships | | | | | | Director Nominee | Age | Director Since | Principal Occupation | Other Public Company Boards | Executive | Executive Compensation | Audit | Risk Mitigation & Investment Policy | Corporate Governance | | Elizabeth B. Amato | 69 | 2018 | Former Executive Vice President and Chief Human Resources Officer, United Technologies Corporation | 0 | | | | · | · | | Christopher L. Bruner | 63 | 2024 | Retired Partner, Ernst & Young (EY) | 0 | · | · | CHAIR | | | | David A. Ciesinski | 59 | 2021 | President, Chief Executive Officer, and Director, Lancaster Colony Corporation, and President, T. Marzetti Company | 1 | · | | · | CHAIR | | | Christopher H. Franklin Chairman | 60 | 2015 | Chairman, President and Chief Executive Officer, Essential Utilities, Inc. | 1 | CHAIR | | | · | | | Daniel J. Hilferty Lead Independent Director | 69 | 2017 | Chairman and Chief Executive Officer, Comcast Spectacor, and Governor, Philadelphia Flyers | 0 | · | CHAIR | | | · | | W. Bryan Lewis | 49 | 2022 | Vice President and Chief Investment Officer, United States Steel Corporation | 0 | · | | · | | CHAIR | | Tamara L. Linde | 61 | 2024 | Retired Executive Vice President and Chief Legal Officer, Public Service Enterprise Group, Inc. (PSEG) | 0 | | · | | · | | | Committee Meetings held in 2025 | | | | | 0 | 9 | 7 | 5 | 5 |

  3. Director Nominees

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 6 |

  4. Director Nominees

    | Proxy Summary | Board Composition |

  5. Comparison of Five Year Cumulative Total Return*

    Comparison of Five Year Cumulative Total Return* Among Essential Utilities, Inc., the S&P 500 Index, the S&P 400 Utilities Index, and the Peer Group *$100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.

  6. Comparison of Five Year Cumulative Total Return*

    | | Years as of December 31 | | | | | | | | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | Essential Utilities, Inc. | 100.00 | 116.04 | 105.68 | 85.21 | 85.65 | 93.72 | | S&P 500 Index | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | | S&P 400 Utilities Index | 100.00 | 119.75 | 119.57 | 103.77 | 136.41 | 163.55 | | Peer Group | 100.00 | 124.15 | 106.22 | 91.32 | 87.50 | 92.86 |

  7. Comparison of Five Year Cumulative Total Return*

    The stock price performance included in this graph is not necessarily indicative of future stock price performance. Compensation Highlights We have designed our executive compensation program to meet our business objectives, including attracting and retaining top-level executive talent, and to align executive pay with the long-term and short-term interests of our shareholders. We received approximately 85% shareholder support for our Say-on-Pay vote in February 2026 related to the compensation that may be paid or become payable to executive officers in connection with the pending merger with American Water. We recognize and reward our executive officers through compensation packages that link their pay to the Company’s performance. We ensure alignment with our shareholders’ interests by including a significant portion of total compensation to be at-risk performance-based compensation. Highlights of our executive compensation program include:

  8. Comparison of Five Year Cumulative Total Return*

    | • | Key compensation metrics directly tied to stakeholder benefits and objectives |

  9. Comparison of Five Year Cumulative Total Return*

    | • | Shareholder outreach designed to align compensation practices with shareholder interests |

  10. Comparison of Five Year Cumulative Total Return*

    | • | Compensation program highly correlated to total shareholder return, adjusted earnings per share, and other financial metrics |

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    | • | Continued emphasis on performance-based compensation |

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    | • | Significant portion of compensation is variable and at risk for named executives |

  13. Comparison of Five Year Cumulative Total Return*

    | • | Reasonable and limited number of change-in-control agreements, all with double-trigger termination clauses |

  14. Comparison of Five Year Cumulative Total Return*

    | • | All incentive compensation, including time-vesting equity awards, is subject to our clawback policy |

  15. Comparison of Five Year Cumulative Total Return*

    | • | Anti-hedging and anti-pledging policy in effect |

  16. Comparison of Five Year Cumulative Total Return*

    | • | No tax gross-ups |

  17. Comparison of Five Year Cumulative Total Return*

    | • | Share ownership requirements align executives’ interests with those of shareholders |

  18. Comparison of Five Year Cumulative Total Return*

    | • | Reasonable severance arrangements in line with market practices |

  19. Comparison of Five Year Cumulative Total Return*

    | • | Modest perquisites for NEOs, limited to executive physicals, financial planning benefit and Company-paid life insurance |

  20. Comparison of Five Year Cumulative Total Return*

    | • | Annual review peer group data, as available, and compensation survey data in establishing executive compensation |

  21. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 9 |

  22. Comparison of Five Year Cumulative Total Return*

    | Proxy Summary | 2025 Pay for Performance Compensation Program |

  23. Comparison of Five Year Cumulative Total Return*

    2025 Pay for Performance Compensation Program We have instilled a pay-for-performance culture throughout our Company. Our compensation program for named executive officers is designed to:

  24. Comparison of Five Year Cumulative Total Return*

    | • | Provide a total compensation package that is aligned with industry standards and enhances our ability to: |

  25. Comparison of Five Year Cumulative Total Return*

    | – | Motivate and reward our named executive officers for contributions to our financial success; |

  26. Comparison of Five Year Cumulative Total Return*

    | – | Attract and retain talented and experienced named executive officers; and |

  27. Comparison of Five Year Cumulative Total Return*

    | – | Ensure a significant portion of pay is performance-based to better align pay with the successful achievement of our business objectives. |

  28. Comparison of Five Year Cumulative Total Return*

    | • | Provide compensation that is competitive with our industry peers and appropriately correlates incentive compensation to the achievement of the Company’s short- and long-term performance goals. |

  29. Comparison of Five Year Cumulative Total Return*

    | • | Reward our named executive officers for leadership excellence and contribution to the organization’s success. |

  30. Comparison of Five Year Cumulative Total Return*

    | • | Maintain an important focus on sustainability issues while building shareholder value. |

  31. Comparison of Five Year Cumulative Total Return*

    2023–2025 Pay for Performance Alignment Our pay programs are designed to reflect the Company’s performance. In our short-term incentive plan, financial, safety, compliance and customer service metrics are targeted. Strong financial and operational performance in our short-term incentive plan, as has been achieved over the last three years, results in positive payouts. In our long-term incentive plan, our performance shares contain three metrics: total shareholder return (TSR), rate base growth, and controlling our operational expenses. Negative TSR, as seen below, has a direct impact on the PSU payout, tying the long-term incentives of leaders to shareholders experience. The following table shows the relationship between financial performance goals and executive performance-based payouts over the past three years.

  32. Comparison of Five Year Cumulative Total Return*

    | | Target EPS (adjusted for comp plan)* | Target EPS (adjusted for comp plan)* | STI Payout %+ | 3 Year TSR Return | PSU Payout % | | 2023 | $1.88 | Achieved | 143.73% | -15.49% | 77.94% | | 2024 | $1.98 | Achieved | 136.48% | -14.81% | 83.31% | | 2025 | $2.09 | Achieved | 177.62% | -9.04% | 63.58% |

  33. Comparison of Five Year Cumulative Total Return*

    *Target EPS is a non-GAAP financial measure. See Appendix A. +STI Payout for Company performance. Executives had individual objectives in 2025, allowing for STI achievement up to 187.62% 2025 NEO Total Compensation Pay Mix

  34. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 10 |

  35. Comparison of Five Year Cumulative Total Return*

    | Proxy Summary | Shareholder Outreach and Results of 2025 Advisory Vote to Approve Executive Compensation |

  36. Comparison of Five Year Cumulative Total Return*

    Shareholder Outreach and Results of 2025 Advisory Vote to Approve Executive Compensation

  37. Comparison of Five Year Cumulative Total Return*

    | At our 2025 annual meeting of shareholders, the executive compensation program was supported by shareholders. As described in this Proxy Statement, one of the primary objectives of our compensation program is to align executive pay with the interests of our shareholders. Management continued to perform well and delivered strong operating and financial results, as evidenced in their achievements against performance targets in the STI plan. Relative total shareholder return (TSR) lagged the Company’s Peer group for executive compensation. As a result, and in alignment with shareholders, management’s achievement on the Long-Term Incentive (LTI) Plan appropriately lagged the plan’s stated targets. Over the past year, we continued our robust shareholder outreach program, engaging investors representing a significant majority of the corporation’s shares outstanding. These conversations remain a critical part of our governance framework and provide invaluable perspectives on our executive compensation structure, our strategic priorities, and the performance expectations for our leadership team. In this Proxy Statement, we directly address certain feedback from those investor meetings. For example, we provide forward goal setting and clearly explain why each goal is important to the Company’s shareholders, its employees, its customers, and the communities it serves. For more information on our shareholder engagement program, investor feedback, and the actions taken in response to that feedback, please see pages 45 and 50 of this proxy statement. | |

  38. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 11 |

  39. Comparison of Five Year Cumulative Total Return*

    Our Board has nominated Ms. Amato, Mr. Bruner, Mr. Ciesinski, Mr. Franklin, Mr. Hilferty, Mr. Lewis and Ms. Linde for election as directors at this year’s Annual Meeting for a one-year term upon the recommendation of our Corporate Governance Committee. Each nominee abstained from the vote with respect to his or her nomination. Each nominee will be elected by a majority of the votes which all shareholders present in person or by proxy at the 2026 Annual Meeting are entitled to cast. Properly executed proxies will be voted for the election of the seven nominees introduced below unless contrary instructions have been provided. Proxies have discretionary authority to cast votes for the election of a substitute should any nominee be unable or become unwilling to serve as a director. Each nominee has stated his or her willingness to serve and the Company believes all the nominees will be available to serve. Essential’s Corporate Governance Guidelines include a resignation policy for the election of directors in uncontested elections (i.e., an election where the only nominees are those recommended by the Board). Specifically, if an incumbent director nominated for re-election in an uncontested election receives a greater number of votes AGAINST his or her election than votes FOR his or her election, that director shall be deemed to have tendered his or her resignation after such election. The independent directors of the Board, through a process managed by the Lead Independent Director (unless he or she is the director deemed to have submitted his or her resignation), will evaluate the relevant facts and circumstances in connection with such director’s resignation, giving due consideration to the best interests of the Company and our shareholders. Within 90 days after the election, the independent directors will decide whether to accept or reject the tendered resignation, or whether other action should be taken. Any director who is deemed to tender a resignation pursuant to this provision shall not participate in the Board’s decision but will otherwise serve as a director during the period of the independent directors’ deliberations. The Company will promptly disclose publicly the Board’s decision and the reasons for its decision. The Board of Directors believes the resignation policy enhances accountability to shareholders and responsiveness to shareholder votes, while allowing the Board appropriate discretion in considering a director’s resignation. How We Identify Director Candidates The Corporate Governance Committee identifies, evaluates, and recommends director candidates to our Board of Directors for nomination. The Corporate Governance Committee seeks potential candidates from current directors, management, business partners, and shareholders. From time to time, the Corporate Governance Committee retains a third-party search firm to help identify potential directors, as appropriate. The Corporate Governance Committee holds meetings to evaluate and to conduct interviews with potential candidates. As part of this process, the committee considers a candidate’s personal abilities, qualifications, utility experience, independence, knowledge, judgment, character, leadership skills, education, background, and expertise and experience in fields and disciplines relevant to the Company, including financial expertise or financial literacy. When assessing a candidate, consideration will be given to the effect such candidate will have on the diversity of the Board by considering a broad range of attributes, such as background, expertise and experience. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. The Board of Directors has sought a diverse board, one that reflects its customers, the communities, the employees, and the shareholders that it serves. As such, it possesses cognitive and experiential diversity, among many other traits that are described in this Proxy Statement. Finally, the Corporate Governance Committee considers the candidate’s existing professional obligations and the candidate’s abilities to advance the Company’s interests with our various constituencies. Important in all of this is the “fit” with the Board.

  40. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 12 |

  41. Comparison of Five Year Cumulative Total Return*

    | Proposal 1 | Director Nominee Experience, Qualifications, Attributes and Skills Criteria |

  42. Comparison of Five Year Cumulative Total Return*

    The Corporate Governance Committee will evaluate shareholder-recommended candidates in the same manner as it evaluates candidates recommended by others. Shareholders who would like the committee to consider a particular candidate for selection as nominee at the 2027 Annual Meeting of Shareholders should submit their recommendations to the Chairperson of the Corporate Governance Committee using the same process as is used for director nominations as described in “Nominating Candidates for Director.” The chart below summarizes the experience, qualifications, attributes, and skills of each of the nominees. Director Nominee Experience, Qualifications, Attributes and Skills Criteria

  43. Comparison of Five Year Cumulative Total Return*

    | Key Skills | | Amato | Bruner | Ciesinski | Franklin | Hilferty | Lewis | Linde | | | Utility Industry | | | | • | | | • | | | Regulatory | | • | | • | • | | • | | | Financial | | • | • | • | • | • | • | | | Legal/Government | • | | | • | | | • | | | Leadership | • | • | • | • | • | • | • | | | Mergers & Acquisitions | • | • | • | • | • | | • | | | Geographic Diversity | • | | • | | | • | • | | | “C-Suite” Experience | • | | • | • | • | | • | | | Cybersecurity Experience | | | • | • | | | |

  44. Comparison of Five Year Cumulative Total Return*

    Information About Our Director Nominees For each of the seven nominees for election as directors at the 2026 Annual Meeting, we have included biographical information on the following pages that highlights the experience, qualifications, attributes, and skills that led the Board to determine the individual is qualified to serve as a director of the Company.

  45. Comparison of Five Year Cumulative Total Return*

    | | The Board of Directors unanimously recommends a vote FOR the election of each of these nominees as director. |

  46. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 13 |

  47. Comparison of Five Year Cumulative Total Return*

    Nominees for Election at the 2026 Annual Meeting

  48. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Corporate Governance Committee • Risk Mitigation and Investment Policy Committee | | | KEY SKILLS | | | | Legal/Government | | | Leadership | | | Mergers & Acquisitions | | | Geographic Diversity | | | “C-Suite” Experience |

  49. Comparison of Five Year Cumulative Total Return*

    | Elizabeth B. Amato Former Executive Vice President and Chief Human Resources Officer, United Technologies Corp. | Independent Director Director Since: 2018 Age: 69 | | Experience • Executive Vice President & Chief Human Resources Officer of United Technologies Corp. (UTC), 2015-2020. • Senior Vice President, Human Resources and Organization of UTC with global responsibility for Human Resources and Communications functions 2012-2015. • Ms. Amato joined UTC in 1985 at Pratt & Whitney and held a variety of the most senior human resources leadership positions across the corporation in both aerospace and commercial building systems, including UTC Climate, Controls & Security (2011-2012), Carrier (2010-2011), Pratt & Whitney (2006-2009) and Sikorsky (1997-2006). Ms. Amato is a recipient of the YWCA Women Achievers Award. She is currently a member of the Board of Directors for Children’s Healthcare Charity, Inc. and Wake Forest University College Board of Visitors. Ms. Amato holds a bachelor’s degree in political science from Davidson College and a law degree from the University of Connecticut. Qualifications Ms. Amato has over 30 years of experience in various roles with responsibilities ranging from integrating acquisitions to human resources to executive compensation. The Board of Directors believes Ms. Amato’s independence, her broad experience, and her leadership roles support the Board’s conclusion that Ms. Amato should serve as a director of the Company. Other current public company directorships None | |

  50. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Chair, Audit Committee • Executive Compensation Committee • Executive Committee | | | KEY SKILLS | | | | Financial | | | Regulatory | | | Leadership | | | Mergers & Acquisitions |

  51. Comparison of Five Year Cumulative Total Return*

    | Christopher L. Bruner Retired Partner, Ernst & Young LLP | Independent Director Director Since: 2024 Age: 63 | | Experience • Retired from Ernst & Young LLP (EY), a global professional services and accounting firm, December 2024 • EY Audit Partner and Senior Advisory Partner, 2021-2024 • Managing Partner Philadelphia Office EY, 2008-2021 • Partner EY, 2000-2008 • EY, 1987-2000 Mr. Bruner is a graduate of Indiana University from which he holds a Bachelor of Science degree in accounting. Qualifications Mr. Bruner has over 38 years of experience in various leadership roles with responsibilities involving finance, audit (internal controls, disclosure controls and procedures), strategy, and mergers and acquisitions, including being a public company audit partner for a major pharmaceutical company. Mr. Bruner’s extensive leadership experience and his substantial expertise in public company financial statements (and controls) and as an auditor stood out to the Board of Directors. Based upon all of Mr. Bruner’s qualifications, the Board of Directors believes Mr. Bruner’s independence, his broad financial experience, and his leadership roles support the Board’s conclusion that Mr. Bruner should serve as a director of the Company. Other affiliations Mr. Bruner has served on several non-profit boards, including as member and Chair of The Mann Center for the Performing Arts, member and Chair of the Audit Committee of Main Line Health Board, and member and former Treasurer of The Union League of Philadelphia. Other current public company directorships None | |

  52. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 14 |

  53. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Chair, Risk Mitigation and Investment Policy Committee • Audit Committee • Executive Committee | | | KEY SKILLS | | | | Financial | | | Leadership | | | Mergers & Acquisition | | | Geographic Diversity | | | “C-Suite” Experience | | | Cybersecurity Experience |

  54. Comparison of Five Year Cumulative Total Return*

    | David A. Ciesinski President, Chief Executive Officer and Director of The Marzetti Company (formerly Lancaster Colony Corporation) | Independent Director Director Since: 2021 Age: 59 | | Experience • CEO of The Marzetti Company (formerly Lancaster Colony Corporation), a Nasdaq-listed company that produces and markets consumer products with a focus on specialty food products for the retail and foodservice markets, since 2017. • President of Kraft Meal Solutions, 2014-2016. • Group Vice President and Chief Marketing Officer, H.J. Heinz Company, U.S. Retail Division, 2001-2013. Mr. Ciesinski is a graduate of West Point and a veteran of the U.S. Army, with service during the first Gulf War in Iraq, where he earned a Bronze Star Medal. Mr. Ciesinski holds a master’s degree in marketing and finance from the Tepper School of Business at Carnegie Mellon University. Qualifications Mr. Ciesinski has 25 years of experience in various roles with responsibilities ranging from manufacturing to finance to mergers and acquisitions. The Board of Directors believes Mr. Ciesinski’s independence, his broad experience, and his leadership roles support the Board’s conclusion that Mr. Ciesinski should serve as a director of the Company. Other Affiliations Mr. Ciesinski has served as a director on the non-profit board of the National Veterans Memorial & Museum Foundation since 2003 and formerly served as a director on the non-profit board of the Mark IV Ministries, LLC. Other current public company directorships The Marzetti Company (formerly known as Lancaster Colony Corporation) (2016 to present) | |

  55. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 15 |

  56. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Chair, Executive Committee • Risk Mitigation and Investment Policy Committee | | | KEY SKILLS | | | | Utility Industry | | | Regulatory | | | Financial | | | Legal/Government | | | Leadership | | | Mergers & Acquisition | | | C-Suite Experience | | | Cybersecurity Experience |

  57. Comparison of Five Year Cumulative Total Return*

    | Christopher H. Franklin Chairman, President, and Chief Executive Officer, Essential Utilities, Inc. | Director Since: 2015 Age: 60 | | Experience Chairman, President, and Chief Executive Officer of the Company. • Mr. Franklin has worked for the Company for over 30 years in a variety of leadership positions: President and Chief Executive Officer since July 2015; Executive Vice President, and President and Chief Operating Officer, Regulated Operations (2012-2015); Regional President—Midwest and Southern Operations and Senior Vice President, Public Affairs (2010-2012); Regional President—Southern Operations and Senior Vice President, Public Affairs and Customer Relations (2007-2010); Vice President, Public Affairs and Customer Operations (2005-2007); Vice President, Corporate and Public Affairs (1997-2005); and Manager, Corporate & Public Affairs (1992-1997). Mr. Franklin is active in the community and serves on a number of nonprofit and higher education boards, including the University of Pennsylvania Board of Trustees, the Franklin Institute of Philadelphia, and as chair of the Chamber of Commerce of Greater Philadelphia. He earned his B.S. from West Chester University and his M.B.A. from Villanova University. Qualifications Since 2015, under Mr. Franklin’s leadership as CEO, the Company’s customer base has nearly doubled by completing over 70 acquisitions and the Company has increased its market capitalization from $4.4 billion to over $10.8 billion at the end of 2025. During his long tenure at the Company, Mr. Franklin has held a series of roles. Among his accomplishments in public affairs was pivotal advocacy for the passage of key legislation designed to provide customers with improved water quality and better water and wastewater systems while allowing a fair and reasonable return for shareholders. As vice president of customer operations, Mr. Franklin led the implementation of a single-customer information system and the creation of three central call centers. As operating president, he integrated the acquisition of AquaSource and brought the utility back to full profitability. The Board of Directors believes Mr. Franklin’s extensive experience with the Company, capabilities, and his demonstrated leadership roles with the Company and in business and community activities support the Board’s conclusion that Mr. Franklin should serve as a director of the Company. Other affiliations Mr. Franklin serves on the Board of Directors of the Independence Health Group. Other current public company directorships CenterPoint Energy, Inc. (2022-present) | |

  58. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 16 |

  59. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Chair, Executive Compensation Committee • Corporate Governance Committee • Executive Committee | | | KEY SKILLS | | | | Regulatory | | | Financial | | | Leadership | | | Mergers & Acquisition | | | C-Suite Experience |

  60. Comparison of Five Year Cumulative Total Return*

    | Daniel J. Hilferty Lead Independent Director, Essential Utilities, Inc.; Chairman and Chief Executive Officer, Comcast Spectacor; and Governor, Philadelphia Flyers | Independent Director Director Since: 2017 Age: 69 | | Experience • Governor, Philadelphia Flyers, a National Hockey League team (July 2023-present). • Chairman and Chief Executive Officer, Comcast Spectacor, a Philadelphia-based American sports and entertainment company (February 2023-present). • Chairman and CEO, Dune View Strategies LLC, an advisory firm focused on healthcare (2021-present). • Former President and Chief Executive Officer of, and former Executive Advisor to, Independence Health Group (IHG), a health insurer (2010-2022). • President and Chief Executive Officer of the AmeriHealth Mercy Family of Companies (1996-2009). • Executive Director of PennPORTS in the administration of Pennsylvania Governor Robert P. Casey (1990-1991). • Assistant Vice President overseeing community and media relations for Saint Joseph’s University (1987-1990). Qualifications Mr. Hilferty has extensive knowledge and experience in the areas of mergers and acquisitions, the health care field, and government relations and regulation. Based on Mr. Hilferty’s experience, qualifications, and knowledge, the Board of Directors determined that Mr. Hilferty should serve as its Lead Independent Director. The Board of Directors believes Mr. Hilferty’s independence, his experience with regulation, his reputation in the healthcare industry, and his leadership roles in business and community activities support the Board’s conclusion that Mr. Hilferty should serve as a director of the Company. Other affiliations Mr. Hilferty has served on several industry-based and nonprofit boards, including America’s Health Insurance Plans, Greater Philadelphia Chamber of Commerce, and on a fund board of FS Investments. In 2015, he served as co-chair on the Executive Leadership Cabinet of the World Meeting of Families. Other current public company directorships None | |

  61. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 17 |

  62. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Chair, Corporate Governance Committee • Audit Committee • Executive Committee | | | KEY SKILLS | | | | Financial | | | Leadership | | | Geographic Diversity |

  63. Comparison of Five Year Cumulative Total Return*

    | W. Bryan Lewis Vice President and Chief Investment Officer for United States Steel Corporation | Independent Director Director Since: 2022 Age: 49 | | Experience • Vice President and Chief Investment Officer for United States Steel Corporation, an international steel producer, since 2019; responsible for the company’s global investments for both the defined contribution and defined benefit plans, as well as other related programs. • President and Chair, United States Steel Corporation and Carnegie Pension Fund, a corporate pension fund, since 2019. • Chief Investment Officer for the State Employees’ Retirement System of Pennsylvania managing a $30 billion pension fund (2016-2019). • Executive Director for State Universities Retirement System of Illinois managing a $20 billion pension fund (2015-2016). • Investment Management for North Carolina Department of State Treasurer – Retirement Systems Division (2009-2015). Mr. Lewis holds an MBA from the University of Miami and a bachelor of science degree in economics from the University of Maryland College Park. Qualifications The Board has determined, based on his abilities, qualifications, knowledge, judgment, character, leadership skills, education, background and experience in fields and disciplines relevant to the Company, including his financial expertise, that Mr. Lewis is qualified to serve on and will make a positive contribution to the Board. The Board of Directors believes Mr. Lewis’ extensive experience with financial services, auditing and evaluation of financial statements and complex accounting issues, his capabilities, and his demonstrated leadership roles support the Board’s conclusion that Mr. Lewis should serve as a director of the Company. Other affiliations Mr. Lewis serves on several industry-based and nonprofit boards, including Steelworkers Pension Trust (member on Board of Trustees), Virginia Retirement System (advisory member to the Board), Financial Accounting Foundation (Director), John Rex Endowment (Director), University of North Carolina Health Foundation (Director), Toigo Foundation (Director), and Institute for Private Capital (Director). Other current public company directorships None | |

  64. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 18 |

  65. Comparison of Five Year Cumulative Total Return*

    | | | | BOARD COMMITTEES: | | | • Executive Compensation Committee • Risk Mitigation and Investment Policy Committee | | | KEY SKILLS | | | | Utility Industry | | | Legal/Government | | | Regulatory | | | Leadership | | | C-Suite Experience | | | Geographic Diversity | | | Financial | | | Mergers & Acquisition |

  66. Comparison of Five Year Cumulative Total Return*

    | Tamara L. Linde Retired Executive Vice President and Chief Legal Officer, Public Service Enterprise Group, Inc. (PSEG) | Independent Director Director Since: 2024 Age: 61 | | Experience • Retired Executive Vice President and Chief Legal Officer at Public Service Enterprise Group (PSEG), an energy company that is predominantly a regulated electric and gas utility and a nuclear generation business, and Executive Vice President and General Counsel, July 2014-March 2025, responsible for the legal and regulatory matters for the PSEG Companies, as well as several other corporate functions including risk, compliance, claims, and procurement. • Vice President, Regulatory at PSEG 2006–2014. • Ms. Linde has held other roles at PSEG including General Solicitor (2000–2006) and Attorney (1990–2000). Ms. Linde is a graduate of Seton Hall University from which she holds a bachelor’s degree in History in 1986 and a Juris Doctorate degree from Seton Hall University School of Law in 1989. Qualifications Ms. Linde has over 30 years of experience in various roles with responsibilities involving energy, regulatory, legal, risk, environmental, governmental affairs, and transactions. The Board of Directors believes Ms. Linde’s independence, her broad regulatory and energy experience, and her leadership roles support the Board’s conclusion that Ms. Linde should serve as a director of the Company. Other affiliations Ms. Linde previously served on various boards, including on the board of PSEG Foundation, Chair of the Edison Electric Institute Legal Committee, member of the board of Community Foundation of New Jersey, member of the General Counsel Steering Committee of The National Association of Corporate Directors, past President of the Northeast chapter of the Energy Bar Association and past chair of the Energy Bar Association Electricity Regulation and Compliance Committee. Ms. Linde also served as a member of the American Arbitration Association/ International Centre for Dispute Resolution Council. Other current public company directorships None | |

  67. Comparison of Five Year Cumulative Total Return*

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 19 |

  68. Comparison of Five Year Cumulative Total Return*

    The Board sets high standards for our employees, officers, and directors. Implicit in this philosophy is the importance of sound corporate governance. Following the principles of our Corporate Governance Guidelines, the Board serves as a prudent fiduciary for shareholders and oversees the management of our business.

  69. Governance Materials Available on our Website

    Governance Materials Available on our Website

  70. The following materials are available on our corporate website at

    The following materials are available on our corporate website at https://www.essential.co/corporate-governance/documents Corporate Governance Guidelines. Developed by the Corporate Governance Committee, these Guidelines provide the principles governing the Board. The Committee annually reviews the Guidelines and recommends any necessary changes to the full Board. The Guidelines include categorical standards of director independence that are consistent with NYSE listing standards. Board Committee Charters. Each of the Board’s standing committees operates under a written charter that is reviewed annually. Code of Ethical Business Conduct. The Code applies to our directors, officers, and employees and covers conflicts of interest; corporate opportunities; fair dealing; confidentiality; protection and proper use of Company assets; compliance with laws, rules and regulations (including insider trading laws); and how to report illegal or unethical behavior. In 2019, the Code was updated to reflect changes in our leadership structure and to stress our Core Values of Respect, Integrity, and the pursuit of Excellence. The Company intends to post amendments to or waivers from the Code of Ethical Business Conduct requiring disclosure under applicable rules to the extent applicable to the Company’s executive officers or directors on our website within four business days thereof. Our Sustainability Report is available at sustainability.Essential.co. For additional information see pages 30 through 35 in this proxy statement. Our Sustainability Report and other content on our website are not incorporated by reference into this proxy statement.

  71. The following materials are available on our corporate website at

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 20 |

  72. The following materials are available on our corporate website at

    Board Leadership Structure

  73. The following materials are available on our corporate website at

    | | Mr. Franklin serves as Chairman of the Board, President and Chief Executive Officer. The Board of Directors deliberately and intentionally determined that the structure of the combined Chairman and Chief Executive Officer along with the position of a strong Lead Independent Director and independent Committee Chairs is the most appropriate and efficient approach to managing the Company, while providing clear accountability for the execution of the Company’s strategy and its results. | | Christopher H. Franklin Chairman of the Board, President and Chief Executive Officer | |

  74. The following materials are available on our corporate website at

    | | Lead Independent Director | | | The Board of Directors annually elects the Lead Independent Director to execute the following clear and specific duties: | | | • Preside at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; | | | • Serve as liaison between the independent directors and the Chairman of the Board; | | | • Consult with the Chairman of the Board, reviewing and approving meeting agendas and information provided to the Board for meetings, with the authority to add items to the agendas for any Board meeting; | | | • Review and approve meeting schedules to ensure there is sufficient time for discussion of all agenda items; | | Daniel J. Hilferty | • Call executive sessions of the independent directors and prepare the agendas for the executive sessions; | | Lead Independent Director | • If requested by major shareholders, participate in consultation and direct communications; | | | • Serve as a member of the Executive Committee; and | | | • In the event of the death or incapacity of the Chairman, become the acting Chairman of the Board until a new Chair is selected. | | | The Lead Independent Director routinely meets in executive session with the other independent directors and without Mr. Franklin present. | | | The Lead Independent Director has the authority (with the approval of at least the majority of the directors) to engage legal, financial or other advisors as the independent directors deem appropriate at the Company’s expense and without consultation or the need to obtain approval from any officer of the Company. |

  75. The following materials are available on our corporate website at

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 21 |

  76. Director Independence

    Director Independence The Board of Directors is responsible for affirmatively determining whether each of the directors is independent. The Board has adopted Corporate Governance Guidelines that contain categorical standards of director independence that are consistent with the NYSE listing standards. In 2025, all directors were determined to be independent, except our Chairman, President and CEO, Mr. Franklin. The Board of Directors considered the following transactions, relationships and arrangements in connection with making the independence determinations:

  77. Director Independence

    | 1. | During 2025, 2024, and 2023, the Company made contributions to charitable or civic organizations for which Mr. Franklin and Mr. Hilferty serve as directors, trustees or executive officers. None of the Company’s contributions to any organization in any fiscal year exceeded the greater of $1 million or 2% of the recipient organization’s consolidated gross revenues. |

  78. Director Independence

    | 2. | In 2024, Mr. Franklin was named a director of the Independence Health Group (IHG), and the Company has insurance arrangements with IHG or its affiliates. As a benefit for employees, the Company offers medical insurance benefits through plans established by IHG. The Company is self-insured for all of these plans, but IHG serves as the administrator. For each of the last three fiscal years, the fees paid to IHG for serving as administrator, IHG’s gross revenues, and the fees as a percentage of IHG’s gross revenues were as follows: |

  79. Director Independence

    | Fiscal Year | Fees Paid to IHG | IHG Gross Revenues | Fees Paid as a Percentage of IHG Gross Revenues | | 2023 | $3,770,035 | $31,100,000,000 | 0.012% | | 2024 | $1,368,790 | $32,011,000,000 | 0.0043% | | 2025 | $1,809,318 | $36,264,000,000 | 0.0050% |

  80. Director Independence

    Under the self-insured nature of the medical plans, the Company also submitted payments to IHG to maintain the necessary insurance reserves and to pay employees’ medical claims. Because IHG is an administrator, these were “pass through” payments; they do not represent compensation to, or revenue of, IHG. The following “pass through” payments were made to IHG in the last three fiscal years:

  81. Director Independence

    | Fiscal Year | Pass Through Payments | | 2023 | $18,325,032 | | 2024 | $21,181,679 | | 2025 | $39,516,673 |

  82. Director Independence

    | 3. | Mr. Lewis is a Vice President at United States Steel Corporation. The Company delivers natural gas to United States Steel pursuant to an agreement that has been duly filed with the Pennsylvania Public Utility Commission. The aggregate payments received by the Company were less than 2% of United States Steel’s consolidated gross revenues and were not material to the Company or United States Steel Corporation. |

  83. Director Independence

    | 4. | During the fiscal years 2023-2025, the Company utilized the services of the advisory (consulting) section of Ernst & Young (EY) for a specialized project to assist in the Company’s integration of SAP with accounts payable. During this time, Mr. Bruner was employed by EY as a public company auditor and not within its advisory section. The decision to retain EY to assist the Company in its integration was made prior to Mr. Bruner being named a Director and was unrelated to Mr. Bruner. |

  84. Director Independence

    Mr. Bruner retired as a Partner at the Philadelphia EY office effective December 27, 2024, and no longer receives remuneration from EY. See the Company’s Form 8-K filed December 27, 2024 with the SEC. For each of the last three fiscal years, the fees paid to EY for non-audit services, EY’s gross revenues, and the fees as a percentage of EY’s gross revenues were as follows:

  85. Director Independence

    | Fiscal Year | Fees Paid to EY | EY Gross Revenues | Fees Paid as a Percentage of EY Gross Revenues | | 2023 | $5,800,000 | $49,600,000,000 | 0.0117% | | 2024 | $7,315,000 | $51,200,000,000 | 0.0143% | | 2025 | $510,215 | $53,200,000,000 | 0.0010% |

  86. Director Independence

    The amounts paid by the Company to EY were not material to EY or to the Company. The Board, the Company’s Corporate Governance Committee and the full Board of Directors extensively reviewed Mr. Bruner’s former employment with EY. The Committee weighed the attributes of Mr. Bruner, including his extensive experience as a public company audit partner, the NYSE standards, SEC requirements, and other relevant points, and determined that Mr. Bruner is independent. The Board believes that Mr. Bruner is a valuable leader of the Company’s Audit Committee, bringing many years of experience to this role.

  87. Director Independence

    | 5. | Ms. Linde is the Chief Legal Officer at Public Service Enterprise Group (PSEG). The Company purchased energy from PSEG in the amount of $660,348 in 2025 pursuant to approved tariff rates. The amounts paid by the Company to PSEG were less than 2% of PSEG’s consolidated gross revenues and were not material to PSEG or to the Company. |

  88. Director Independence

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 22 |

  89. Director Independence

    | Corporate Governance | Board Committee Current Membership, Meetings and Director Attendance |

  90. Director Independence

    Board Committee Current Membership, Meetings and Director Attendance The Board of Directors may designate one or more committees, with each committee to consist of one or more directors. The Board of Directors annually assigns members to the Executive, Audit, Executive Compensation, Risk Mitigation and Investment Policy, and Corporate Governance Committees. In 2025, consistent with its policies, the Board of Directors reviewed the tenure of each of the Committee members on each respective committee, including Chairs. Based upon its review, the Board elected to rotate certain Directors to promote bringing different and fresh perspectives to each Committee. Based upon their respective qualifications, attributes, and skills, the below existing directors serve on the following committees:

  91. Director Independence

    | Committee | Chair | Other Members | | Audit | Christopher L. Bruner† | David A. Ciesinski†, W. Bryan Lewis† | | Corporate Governance | W. Bryan Lewis | Daniel J. Hilferty, Elizabeth B. Amato | | Executive Compensation | Daniel J. Hilferty | Christopher L. Bruner, Tamara L. Linde | | Executive | Christopher H. Franklin | Daniel J. Hilferty, David A. Ciesinski, Christopher L. Bruner, W. Bryan Lewis | | Risk Mitigation and Investment Policy | David A. Ciesinski | Christopher H. Franklin, Elizabeth B. Amato, Tamara L. Linde |

  92. Director Independence

    † Audit Committee Financial Expert. Annually, the Corporate Governance Committee and the Board of Directors review the membership of the Committees and make changes, if necessary. The Board of Directors held 10 meetings in 2025

  93. Director Independence

    | • | In 2025, each director attended 100% of all meetings of the Board and the Committees on which each director served and was eligible to attend. |

  94. Director Independence

    | • | In accordance with our policy which encourages such attendance, all of the directors who were elected at the 2025 Annual Meeting of Shareholders attended that meeting. |

  95. Director Independence

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 23 |

  96. Director Independence

    Board Committees as of December 31, 2025

  97. Director Independence

    | | | CHAIR Christopher L. Bruner MEMBERS David A. Ciesinski W. Bryan Lewis All members are independent under NYSE listing standards and SEC rules. All members are financially literate as defined in the NYSE listing standards and are audit committee financial experts within the meaning of applicable SEC rules. |

  98. Director Independence

    | Audit | 2025 Meetings Held: 7 | | The Committee’s primary responsibilities are to: • monitor the integrity of the Company’s financial reporting process, including the review of the Company’s annual audited financial statements, quarterly financial statements, and earnings press releases; • oversee disclosure controls and procedures, including applicable internal control over financial reporting; • monitor the independence, qualifications, and performance of our independent registered public accounting firm; • oversee the activities, organizational structure, and qualifications and performance of the internal audit function, as well as review and approve internal audit plans; • provide an avenue of communication among the independent registered public accountants, management, the internal audit function, and the Board of Directors; and • review policies relating to compliance with laws and regulations, ethics, conflicts of interest, and the investigation of misconduct or fraud related to financial statements and financial matters, as well as current and pending litigation or regulatory proceedings. The Committee has the exclusive authority to select, evaluate and, where appropriate, replace the Company’s independent registered public accounting firm. | |

  99. Director Independence

    | | | CHAIR Daniel J. Hilferty MEMBERS Tamara L Linde Christopher L. Bruner All members are independent under NYSE listing standards and SEC rules. |

  100. Director Independence

    | Executive Compensation | 2025 Meetings Held: 9 | | The Committee is responsible for administering our equity compensation plans and determining executive compensation each year. As part of its annual compensation-setting process, the Committee: • reviews and approves the Company’s goals and objectives relevant to the compensation of the CEO and executive officers and evaluates the performance of the CEO and executive officers in light of those goals and objectives; • reviews the recommendations of the Chief Executive Officer as to appropriate compensation of the Company’s executive officers (other than the Chief Executive Officer) and determines the compensation of these executive officers; • reviews and recommends to the Board of Directors the compensation for the Chief Executive Officer, which is subject to final approval by the independent members of the Board of Directors; • makes recommendations to the Board of Directors with respect to incentive compensation and equity-based plans that are subject to Board approval; • reviews the compensation of the non-employee members of the Board of Directors, and recommends changes as appropriate to the Board; and • assesses the risks associated with the Corporation’s compensation practices, policies, and programs. The Committee has retained independent compensation consultants, Pay Governance LLC (through July 2025) and FW Cook (thereafter), to assist in designing our executive compensation program and assessing its competitiveness through benchmarking peer analysis and other methodologies. The Committee has the power to delegate aspects of its work to subcommittees, with the approval of the Board of Directors. | |

  101. Director Independence

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 24 |

  102. Director Independence

    | | | CHAIR W. Bryan Lewis MEMBERS Daniel J. Hilferty Elizabeth B. Amato All members are independent under NYSE listing standards. |

  103. Director Independence

    | Corporate Governance | 2025 Meetings Held: 5 | | The Committee’s primary responsibilities include: • identifying and considering qualified nominees for directors; • developing and periodically reviewing the Corporate Governance Guidelines and other corporate governance policies and procedures; • advising the Board of Directors on director nominees, executive selections, and succession planning, including a succession plan for the CEO and other senior executives; • recommending committee responsibilities and membership to the Board; • reviewing and approving, ratifying, or rejecting related person transactions; and • implementing and overseeing the comprehensive Board, Committee, and peer review process. The Committee reviews and approves, ratifies, or rejects related person transactions under the Company’s written policy. | |

  104. Director Independence

    | | | CHAIR David A. Ciesinski MEMBERS Christopher H. Franklin* Elizabeth B. Amato Tamara L. Linde *All members, except Mr. Franklin, are independent under NYSE listing standards. |

  105. Director Independence

    | Risk Mitigation and Investment Policy | 2025 Meetings Held: 5 | | The Committee’s primary responsibilities include: • overseeing the Company’s risk management process, policies, and procedures for identifying, managing, and monitoring critical risks, including cyber-related risks; • overseeing compliance with legal and regulatory requirements, including review of pending litigation or regulatory proceedings; • reviewing the Company’s investment process, framework, and costs incurred; and • reviewing material acquisition and investment opportunities, including reviewing and approving all regulated acquisitions valued in excess of $20 million and, along with the Board, any unregulated acquisitions or investments. The Committee’s Chairperson communicates with other Board Committees to avoid overlap and potential gaps in overseeing the Company’s risks. The Committee advises the Board of Directors in its performance of its oversight of enterprise risk management. | |

  106. Director Independence

    | | | CHAIR Christopher H. Franklin* MEMBERS Daniel J. Hilferty W. Bryan Lewis David A. Ciesinski Christopher L. Bruner *All members, except Mr. Franklin, are independent under NYSE listing standards. |

  107. Director Independence

    | Executive Committee | 2025 Meetings Held: 0 | | The Committee has and exercises all the authority of the Board in the management of the business and affairs of the Company, with certain specified exceptions. • The Committee is intended to serve in the event that action by the Board of Directors is necessary or desirable between regular meetings of the Board or when convening a meeting of the entire Board is not practical. • The Chairman of the Board of Directors serves as Chairman of the Committee. | |

  108. Director Independence

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 25 |

  109. Director Independence

    Board Oversight Responsibilities Board Oversight of Risk Management Full Board The Board believes that the present leadership structure, along with the important risk oversight functions performed by management, the Audit Committee, the Risk Mitigation and Investment Policy Committee, the Executive Compensation Committee, and the full Board, permits the Board to effectively perform its role in the risk oversight of the Company.

  110. Board of Directors

    Board of Directors The full Board receives written reports and updates at least quarterly from Company executives at all regularly scheduled meetings on sustainability matters including safety, resiliency, environmental stewardship, human capital management, and the governance around these core Company attributes. The Corporate Governance Committee has direct oversight of most sustainability matters. Management, on an ongoing basis, presents updates about the corporate sustainability landscape and internal progress on key priority areas.

  111. Board of Directors

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 27 |

  112. Board of Directors

    | Corporate Governance | Board and Committee Evaluations |

  113. Climate Change and Greenhouse Gas Emissions

    | • | Gas Operations: Working to fulfill our aggressive Long-Term Infrastructure Improvement Plan, which has a stated goal of replacing 3,000 miles of leak-prone bare steel and cast-iron pipe through 2034. |

  114. Anti-Hedging and Anti-Pledging Policy

    Anti-Hedging and Anti-Pledging Policy We believe issuing incentive and compensatory equity awards to our directors and named executive officers along with our stock ownership guidelines help align their interests with our shareholders. As part of our insider trading policy, we prohibit all directors and employees from engaging in hedging or pledging activities with respect to any owned shares or outstanding equity awards. The policy specifically prohibits all insiders from engaging in any short sales of the Company’s securities, buying or selling puts, calls, or other derivative securities relating to the Company’s securities or pledging the Company’s securities as collateral for a loan. None of our directors or named executive officers engaged in any hedging or pledging activities with respect to Company stock during 2025.

  115. Human Rights Policy

    | | Annual Cash Compensation(1) | Annual Equity Compensation(2) | | Each Non-Employee Director | $110,000 | Stock grant equal to $135,000 in value | | Chair, Audit Committee | + $20,000 | — | | Chair, Executive Compensation Committee | + $15,000 | — | | Chair, Corporate Governance Committee | + $15,000 | — | | Chair, Risk Mitigation and Investment Policy Committee | + $15,000 | — | | Lead Independent Director | + $30,000 | — |

  116. Human Rights Policy

    | Director Compensation | 2026 Director Compensation Program |

  117. Director Stock Ownership as of December 31, 2025

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | Amato | 125,000 | 135,011 | — | — | — | — | 260,111 | | Bruner | 130,000 | 135,011 | — | — | — | — | 265,111 | | Ciesinski | 125,000 | 135,011 | — | — | — | — | 260,111 | | Franklin(3) | — | — | — | — | — | — | — | | Hilferty | 155,000 | 135,011 | — | — | — | — | 290,111 | | Lewis | 110,000 | 135,011 | — | — | — | — | 245,111 | | Linde | 110,000 | 135,011 | — | — | — | — | 245,111 | | West | — | — | — | — | — | — | — |

  118. Director Stock Ownership as of December 31, 2025

    | (2) Director compensation does not include options or charitable matches. All stock awards vest immediately. |

  119. 2025 Performance Highlights

    | | Target EPS* (adjusted for comp plan) | Target EPS (adjusted for comp plan) | STI Payout %+ | 3 Year TSR Return | PSU Payout % | | 2023 | $1.88 | Achieved | 143.73% | -15.49% | 77.94% | | 2024 | $1.98 | Achieved | 136.48% | -14.81% | 83.31% | | 2025 | $2.09 | Achieved | 177.62% | -9.04% | 63.58% |

  120. 2025 Performance Highlights

    | What We Do • Compensation program is highly correlated to performance and focused on long-term value creation • Considerable portion of pay (85%, in the case of the CEO) is variable, rather than fixed, and is earned solely based on performance without incentivizing excessive risk-taking • Perquisites and other personal benefits to NEOs are limited principally to executive physicals, financial planning and Company-paid life insurance benefits • Formal CEO goal setting and performance assessment process utilized throughout each year • Reasonable and limited number of change-in-control agreements, all with double-trigger termination provisions • The Executive Compensation Committee was advised by an independent compensation consultant throughout 2025 • Representative, relevant peer group is evaluated annually and used for performance and compensation benchmarking, as well as to compute relative total shareholder return, or TSR • All NEO incentive-based compensation, including time-based equity, is subject to clawback provisions that exceed the requirements of applicable SEC and NYSE rules • Annual shareholder advisory vote held on executive compensation • Executive stock ownership guidelines and retention requirements support alignment with shareholders by requiring long-term retention of equity ownership | What We Don’t Do • Golden parachutes • Tax gross ups • No guaranteed minimum payout of short-term or long-term incentives • Permit pledging or hedging of Essential Utilities securities • Provide employment agreements to a broad group • Encourage excessive or inappropriate risk-taking through our compensation programs |

  121. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | Shareholder Feedback | Our Response | | Targets for certain metrics in the annual incentive were set at levels less rigorous than the prior year's actual performance, with no rationale provided | As shown on page 54, we have expanded our discussion around the rationale and rigor of our goal setting for 2025, including why certain goals were set below last year’s actual performance. Also included is a five-year history of our incentive plan goals, which illustrates that we have consistently set the bar higher for ourselves each year. | | Metrics were not disclosed for the performance share awards | We have provided more robust disclosure around the metrics used for our last three performance share grants, including those granted in 2023, 2024, and 2025 that cover the 2023-25, 2024-26, and 2025-27 performance periods, respectively. PSU metric information can be found on pages 57-59. | | Lack of disclosure for forward-looking goals for the performance shares | In line with most companies, in the past, we did not disclose the associated financial and operational targets for each PSU metric prior to the end of the performance period; however, we did ensure that such goals are rigorous and tied to the Company’s strategic plan. Disclosing these specific targets in the proxy statement could have been interpreted as premature guidance. After further consideration, in 2025, we have elected to disclose such forward-looking PSU targets; 2026 targets can be found on page 59. | | Explanation in the change in equity mix | In 2025, the Compensation Committee approved a refinement to the Company’s long-term incentive (“LTI”) mix. The Committee reduced the weighting performance shares from 65% to 50% of the total LTI opportunity and increased restricted share units to 35% and stock options to 15%. The Committee believes this adjustment preserves a strong pay-for-performance orientation, as performance-based awards continue to represent a majority of long-term incentives and remain subject to rigorous, multi-year performance goals. This change was not intended to reduce performance rigor or insulate executives from Company performance outcomes. Rather, the Committee sought to achieve a more balanced and effective LTI structure that continues to emphasize long-term value creation, supports executive retention, and aligns with competitive market practices. The Committee will continue to evaluate the LTI mix annually to ensure it remains aligned with shareholder interests and the Company’s long-term strategy. |

  122. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | Objective | Practices that Support the Objective | | Accountability And Long-Term Performance | • Our compensation program promotes pay-for-performance by linking business performance with shareholder returns and payouts and supporting the execution of Essential’s business strategy over multi-year periods to drive the success of our long-term strategy. • We set target performance levels that are challenging, but achievable with focused effort and are aligned with the goals we communicate to investors. • Incentive compensation is tied to Essential’s overall Company performance; which metrics of the plans are utility-specific measures. | | Investor Alignment | • We engage directly with shareholders and will initiate responsive actions when appropriate. • Stock ownership requirements align the long-term interests of executives with shareholders. | | Balance | • Our design balances short- and long-term objectives as well as financial and operational goals to motivate measured, but sustainable and appropriate, risk-taking. • Annual incentive awards recognize the achievement of short-term goals, while long-term awards encourage our executives to deliver strong, longer-term results. | | Competitive | • Competitive compensation is provided to attract, engage, and retain talented executives with a strong track record of success, assuring a high-performing and stable executive leadership team. • Our compensation program considers the size of Essential’s business, competitiveness relative to peer group market median, internal equity, experience, succession planning, performance, and retention. |

  123. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | | Compensation Element | Form | Compensation Objective | Relation to Objective | | Fixed | Base Salary | Fixed annual cash paid bi-weekly | Compensate executives for their level of responsibility and sustained individual performance based on market data. | Merit salary increases are based on formal, written performance evaluations, which include observed performance against defined objectives. | | Performance- and/or Stock-Based Compensation | Annual Cash Incentive Awards | Variable cash paid on an annual basis based on achievement of pre-established goals | Motivate executives to focus on achievement of our annual business objectives. | The amount of the annual incentive award paid, if any, is entirely dependent on achievement of pre-established annual Company/individual goals. | | | Long-Term Equity Incentive Awards | Performance-based Restricted Stock Units 35% | Align executive interests with shareholder interests; retain key executives. | Provide equity that will have the same value as shares owned by shareholders, subject to stock ownership guidelines. The CEO’s RSU’s only vest if the pre-established goals is achieved. | | | | Performance Share Units 50% | Aligns executive interests with shareholder interests; creates a strong financial incentive to achieve or exceed long-term performance goals. | The named executive officer’s equity vests only if the pre-established goals are achieved. | | | | Performance-based Stock Options 15% | Aligns executive interests with shareholder interests. | The named executive officer’s stock options only vest if the pre-established goal is achieved, and stock options only have value if the price of the Company’s common stock increases after the grant date. |

  124. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | • | Our Chief Financial Officer provides the Compensation Committee with certifications as to our financial performance in relation to the Company-specific goals for the short-term incentive plan (“Annual Plan”) and our performance against the criteria established by the Compensation Committee for the vesting of restricted stock grants and the earning of performance shares. These financial measures are also certified by our Director of Internal Audit and reviewed by the Audit Committee. |

  125. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | • | 2026 Market benchmarking and competitive pay practices |

  126. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | • | 2026 Design of short- and long-term incentive programs |

  127. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    The Committee believes this change will strengthen its ability to make informed decisions that best align executive compensation with Company performance and shareholder interests. Competitive Pay Positioning We measure the competitiveness of our program for our named executive officers against the median compensation for comparable positions at other companies in our benchmark group composed of other investor-owned utilities. Our goal is to provide total direct compensation that is competitive with the market median for each named executive officer. Over time in a position, based on achievement, experience and skill, the Committee may advance an executive’s pay between the 40th and 60th percentile. Based on the information supplied by Pay Governance, the total target direct compensation for each of our named executive officers was within the competitive range of the benchmark market data for each of their positions during 2025.

  128. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    Our 2025 Benchmarking for Competitive Pay In developing the market median for the named executive officers, the Compensation Committee’s consultant used compensation data from our 16 utility peer group companies.

  129. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    | The combination of salary, short-term incentives, and long-term incentives awarded to the named executive officers is intended to compensate them at approximately the 50th percentile of the market when the Company performs at target level. |

  130. Pay for Performance and Results of the 2025 Advisory Vote to Approve Executive Compensation

    The Compensation Committee’s executive compensation consultant reviews the Company’s executive compensation and annually provides the data and analysis described above. The compensation consultant discusses the proposed actual compensation awards for the named executive officers and provides research and input to the Compensation Committee on changes to the compensation program. The compensation data provided by the compensation consultant and other third-party data is used to obtain a general understanding of current market practices when designing our executive compensation program – it is not used exclusively, but rather as a reference point in conjunction with other factors. Individual executive positioning relative to the 50th percentile may vary based on factors such as experience, qualifications, and performance. Actual compensation for named executives may be higher or lower than target compensation, as it reflects actual performance and payouts under our performance-based annual incentive award and our long-term equity-based incentive awards. In 2025, Pay Governance also analyzed the Company’s executive compensation program to ensure that it remained competitive. Pay Governance used the median to show the market rate for base salary, total cash compensation and total direct compensation, including the allocation between cash compensation and equity incentives. Our 2025 Benchmarking Peer Group We use a custom sixteen-company peer group to benchmark executive pay. The peer group is based on companies in a similar industry to ours. Included in the selection of the peer group are companies with comparable size based on total revenues, net revenues and market capitalization. For 2025, the Compensation Committee determined no changes were necessary to the prior year’s peer group.

  131. How We Selected our Peer Group

    How We Selected our Peer Group A multi-step screening process was used to determine the final comparator companies.

  132. How We Selected our Peer Group

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 49 |

  133. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | • | Discussion Topics: Conversations focused on the structure of our incentive programs, pay-for-performance alignment, use of discretion, and clarity of disclosure. |

  134. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | • | Desire for greater transparency in performance metrics and how they drive payouts. |

  135. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | • | Requests for enhanced disclosure on long-term incentive design and shareholder alignment. |

  136. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | • | Disclosed targets for long-term incentive plans for active and forward-looking grants. |

  137. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | • | We value the input received and believe these changes will better align our executive compensation program with shareholder expectations and long-term Company performance. |

  138. Shareholder Advisory Vote Impact on Compensation Committee Actions

    | Element of Compensation | Objectives | | Competitively benchmarked base salaries | Designed to attract and retain named executive officers consistent with their talent and experience. Provide competitive level of fixed cash compensation. | | Short-term incentives or annual cash incentive awards | Intended to reward executives for: • improving the quality of service to our customers; • controlling the cost of service to our customers by managing expenses and improving performance; • achieving economies of scale by acquiring additional water and wastewater systems that can benefit from our resources and expertise; • disposing of under-performing systems where appropriate; and • enhancing our financial viability and performance by achieving annual objectives. | | Long-term equity incentives | Designed to reward named executive officers for: • enhancing our financial health, which also benefits our customers; • improving our long-term performance through both revenue increases and cost control; and • achieving increases in the Company’s equity and in absolute shareholder value and shareholder value relative to peer companies. | | Retirement benefits | Intended to assist named executive officers in generating income for their retirement. | | Non-qualified deferred compensation plan | Designed to allow eligible executives to manage their financial and tax planning by deferring current income until a later date, including following retirement or other separation from employment, without an additional contribution from the Company. | | Double-trigger change-in- control agreements | Designed to promote stability and dedication to shareholder value in the event of a fundamental transaction affecting the ownership of the Company and to enable the named executive officers to evaluate any such transaction impartially. | | Stock ownership guidelines | Designed to focus named executive officers on the long-term performance of the Company and align their interests with those of our shareholders by encouraging named executive officers to maintain a significant ownership interest in the Company. |

  139. NEO 2025 Base Salary

    NEO 2025 Base Salary In consultation with Pay Governance, the Compensation Committee felt that an increase to the base salaries of our executive officers, above the increases generally provided to our employees, was reasonable to align total compensation, which was in the lower second quartile as compared to the market median. The NEOs’ salary increases for 2025, on average, were higher than the past year due to market-driven adjustments to peer group median benchmarks, ensuring NEO salaries aligned with the market. These increases were viewed by the Committee as an important retention tool, reflecting the leaders’ experience and achievement. The base salaries approved by the Compensation Committee for 2025, effective April 1, 2025, were as follows:

  140. NEO 2025 Base Salary

    Annual Cash Incentive Awards The Annual Cash Incentive Award Plan is a non-equity incentive plan that provides each named executive officer with the opportunity to earn a cash award tied to Company performance against specific business objectives. The plan uses financial and operational performance metrics to motivate employees to meet and exceed annual Company objectives that are part of our strategic plan. The performance metrics include targets for earnings per share, environmental reliability, employee safety, and customer satisfaction. A balanced scorecard approach to this cash incentive ensures that all employees work in the best interests of the shareholders, employees, and customers.

  141. 2025 Annual Performance Metrics

    2025 Annual Performance Metrics

  142. 2025 Annual Performance Metrics

    | Metric | Definition | Why We Use this Measure | | 50% Adjusted Earnings Per Share (EPS) | Earnings per share (EPS) is the portion of a company's profit allocated to each outstanding share of common stock. The annualized amount is forecasted for each quarter until final at year-end. Earnings per share serves as an indicator of a company's profitability. The final determination may be non-GAAP and may include certain management adjustments. | EPS is a key measure of our financial and operational success. EPS reflects achieving our earnings and strategic goals, which creates long-term shareholder value and provides greater total return to our shareholders. EPS benefits customers by contributing to strong credit metrics to provide cost-effective financing of necessary capital and operational investments. | | 5% Lost Time Incidents/ Restricted Time Incidents Rate (LTI/RTI) | The number of OSHA recordable incidents in which an employee is not able to return to work on the day or shift following the incident divided per 200,000 hours worked in Company. Sometimes known as DART Rate. | Allows us to continue our momentum toward becoming an industry leader with respect to the safety and well-being of our workforce. Reflects incidents that result in the employee being placed on restricted duty or time away from work. Examples of incidents could be a muscle strain from unsafely lifting an object to inadvertent tripping while at a plant and hurting an ankle. Our objective is to ensure our employees return home in the same or better condition than when they arrived to work. | | 5% Responsible Vehicle Accidents (RVA) | Number of Responsible Vehicle Accidents (RVA) or the number of Moving Vehicle Accidents during which the driver failed to do everything reasonable to avoid the accident per million miles driven. The determination of preventability is based on criteria similar to that found in the National Safety Council’s Guide to Determine Motor Vehicle Accident Preventability Report. | To incentivize proactively maintaining a safe work environment with vehicles and safe driving practices. RVAs is a measure of preventable vehicle accidents. We maintain strict definitions so that we can encourage the utmost in vigilance in our 2,500+ drivers. | | 10% Gas Damage Prevention | The Damage Prevention metric represents Facility Hits per 1,000 One Call tickets received. This is a common operations metric in the natural gas industry. | Third-party excavation damages are the primary cause of major natural gas incidents. The gas Damage Prevention program focuses on reducing or eliminating 3rd party excavation damages, which is critical for maintaining safe reliable service. |

  143. 2025 Annual Performance Metrics

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 52 |

  144. 2025 Annual Performance Metrics

    | Metric | Definition | Why We Use this Measure | | 10% Customer Satisfaction | Service level (as a performance measure) is denoted simply as the percentage of calls that were answered by the call center in the predetermined time threshold as well as those calls that were serviced through interactive voice response (IVR) automation. | We are committed to delivering the best customer experience. Our service quality and ability to satisfy our customers are closely tied to the trust our customers extend to us each day. Our customer service teams strive to answer inbound calls in thirty seconds or less after it enters the call queue. This includes the time a caller spends waiting on hold. We believe answering a customer’s call quickly is crucial as the first step to a positive customer experience. | | 2.5% Water Stewardship: Water Compliance Rate | A Water event causing the operating system to be out of compliance with health-based standards for at least 1 day. The compliance rate is the number of days all water systems are in compliance versus all available days (365 days per system) in 2025. Systems purchased within 1 year of the reporting period that are out of compliance are excluded. Includes Action Level Exceedance (ALE) for lead. | At Essential, we take pride in our role as stewards of Earth’s natural resources. We’re dedicated to delivering high-quality drinking water to our customers. We have over 1,450 water systems at Essential. We strive to have all of our systems water compliant every day of the year. As a top performing company our target goal means on average we are in compliance 365 days a year for 99.80% of our systems, which is less than 1 day of noncompliance per system per year. | | 2.5% Water Stewardship: Wastewater Compliance Rate | A Wastewater event causing the operating system to be out of compliance for at least 1 day. The compliance rate is the number of days all wastewater systems are in compliance versus all available days (365 days per system) in 2025. Systems purchased within 1 year of the reporting period that are out of compliance are excluded. | Water is one of our most precious resources. At Essential, we are dedicated to returning water to the environment cleaner than we found it. Protecting water quality requires care, innovation, and collaboration, and we work every day to uphold that responsibility. Our target wastewater goal means on average we are in compliance 365 days a year for 99.70% of our systems, which is approximately 7 days of noncompliance per system per year. | | 2.5% Reduction – Leaks Outstanding | The number of leaks outstanding at year end 2025 as reported in the Department of Transportation (DOT) reports. This is a common metric in the natural gas industry. | Managing leaks is critical to providing safe and reliable service. Maintaining a low leak backlog contributes to improving Unaccounted For Gas loss, reducing methane emissions, and reducing emergency odor investigations. Our year-end open leaks places us in the 1st quartile of AGA standards. We have made great progress during our ownership: | | 2.5% LTIIP Mileage Replacement | Our Capital Plan mileage replacement is planned mileage as included in the Long-Term Infrastructure Improvement Plan (LTIIP) for gas mains and services. The goal measures the percent complete of the approved LTIIP. | To ensure the company is consistent with its objective to modernize existing infrastructure, we replace aged pipes with safer and more reliable natural gas infrastructure for our customers. Replacing these pipes helps prevent gas leaks to ensure safe natural gas delivery. Additionally, the company is focused on the efficient and cost-effective replacement of facilities to maintain the affordability of natural gas service. | | 5% Employee Engagement | Measured by the results from two questions in the employee survey on employee satisfaction working at Essential and action taking in making improvements as indicated in the survey for Essential. | To create the engagement and the culture where all can thrive, we want to ensure all employees participate in improving Essential’s workplace. This is a shared goal, where employees and managers work together to understand what improvement their team can make this year, which will foster a better work environment and ultimately improve employee engagement. | | 5% Individual Goal | Annually, participants will have a minimum of one Individual Short Term Incentive Goals that align with the broader Company goals. The goals are mutually agreed upon by the NEO and the Executive Compensation Committee. Communication relative to performance against these goals is discussed throughout the year. | Each named executive officer has a personalized goal that aligns with an Essential strategic priority. These goals are an important part of driving the overall long-term strategy of the Company. |

  145. 2025 Annual Performance Metrics

    * Adjusted EPS is a non-GAAP financial measure. See Appendix A for reconciliation to the GAAP financial measure and adjustments made for purposes of the compensation metric attainment.

  146. 2025 Annual Performance Metrics

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 53 |

  147. 2025 Goal Setting Background

    2025 Goal Setting Background The Compensation Committee follows a rigorous, multi-step process to establish annual performance goals for the Annual Cash Incentive Award. Goals are designed to align with the Company’s strategic priorities and promote operational excellence, customer satisfaction, and shareholder value. Each year, the Committee reviews the Company’s business plan, industry benchmarks, and peer performance data to set targets that are challenging. In some metrics, levels are set at the highest industry quartiles of performance. Metrics include financial measures such as earnings per share, operational measures such as water quality compliance and system reliability, and customer and ESG measures such as safety performance and customer satisfaction. For each metric, the Committee establishes threshold, target, and maximum performance levels, with corresponding payout opportunities to reinforce a pay-for-performance philosophy. Goals are stress-tested against potential risks and regulatory requirements to promote fairness and rigor. The Committee approves all goals at the beginning of the performance year and monitors progress throughout the year without adjustment except in extraordinary circumstances, preserving the integrity of the plan. In 2025, the Committee increased the maximum short-term incentive opportunity from 150% to 200% of target to better align with market practice and enable greater differentiation for exceptional performance. The change supports a strong pay-for-performance orientation, as payouts above target remain dependent on the achievement of rigorous performance objectives. Additionally, the Committee recognizes that certain goals—such as water quality compliance and safety performance—are set at exceptionally high standards to reflect regulatory obligations and our commitment to public health and employee well-being. Because these measures already operate near optimal levels, continuous improvement year after year may not be realistic. In these cases, the Committee focuses on maintaining superior performance and preventing deterioration, while still requiring meaningful effort to achieve target and maximum levels. Five year goal setting history for current metrics are depicted below at the target levels. Most goals were routinely increased each year versus the prior year goals. For 2025, our goals for Lost Time/Restricted Time, Gas Damage Prevention, and Gas Leaks were set based on a three year average of improvement. Our LTIIP (pipeline program) is set at budget levels each year.

  148. 2025 Company Performance Metric Scorecard

    | | Metric Component | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | 2025 Actual Results | Actual Attainment | Weight | Achievement | | Financial 50% | Essential Earnings Per Share (EPS)* | $2.04 | $2.09 | $2.13 | $2.25 | 200.00% | 50.00% | 100.00% | | Safety 20% | Essential Lost Time/ Restricted Time | 1.55 | 1.15 | 0.65 | 1.09 | 112.00% | 5.00% | 5.60% | | | Essential Responsible Vehicle Accident Rate | 2.95 | 2.45 | 1.70 | 2.14 | 141.33% | 5.00% | 7.07% | | | Gas Damage Prevention | 3.22 | 3.11 | 2.89 | 2.95 | 172.73% | 10.00% | 17.27% | | Customer Service 10% | Water Service Level | 83.30% | 84.30% | 85.30% | 85.36% | 200.00% | 5.00% | 10.00% | | | Gas Service Level | 84.30% | 85.30% | 86.70% | 87.96% | 200.00% | 5.00% | 10.00% | | Compliance 10% | Aqua Water Compliance | 99.70% | 99.80% | 99.90% | 99.91% | 200.00% | 2.50% | 5.00% | | | Aqua Wastewater Compliance | 94.50% | 97.00% | 98.00% | 97.07% | 107.00% | 2.50% | 2.68% | | | Peoples Gas Leaks | 150 | 140 | 127 | 107 | 200.00% | 2.50% | 5.00% | | | Peoples Gas LTIIP | 97.50% | 100.00% | 102.50% | 102.80% | 200.00% | 2.50% | 5.00% | | Individual Goal 5% | Individual Goal | 50.00% | 100.00% | 200.00% | 100.00% | 200.00% | 5.00% | 10.00% | | Employee Engagement Goals 5% | Employee Engagement Goals | 50.00% | 100.00% | 200.00% | 100.00% | 200.00% | 5.00% | 10.00% | | Total | | | | | | | | 187.62% |

  149. 2025 Named Executive Officer Short-Term Incentive Awards

    2025 Named Executive Officer Short-Term Incentive Awards

  150. 2025 Named Executive Officer Short-Term Incentive Awards

    | Name | 2025 Salary Rate(1)($) | 2025 Target Bonus %(2) | 2025 Achievement(3) | 2025 STI Payment ($) | | Christopher H. Franklin | $1,075,000 | 110% | 187.62% | $2,218,607 | | Daniel J. Schuller | $575,000 | 70% | 186.62% | $751,146 | | Christopher P. Luning | $480,000 | 60% | 187.62% | $540,346 | | Colleen M. Arnold(4) | $420,000 | 50% | 162.71% | $341,691 | | Michael A. Huwar(5) | $400,000 | 50% | 186.24% | $372,480 |

  151. 2025 Named Executive Officer Short-Term Incentive Awards

    | (1) The 2025 Salary Rate is an annualized rate. |

  152. 2025 Named Executive Officer Short-Term Incentive Awards

    | (2) Each year, the short-term incentive target of each named executive officer is evaluated against competitive peer company benchmarks. In 2025, short-term incentive targets were increased for Mr. Franklin from 100% to 110%, Mr. Schuller from 65% to 70% and for Ms. Arnold and Mr. Huwar from 45% to 50% to reflect competitive market practice. Mr. Luning’s incentive was within the competitive range and remained unchanged. |

  153. 2025 Named Executive Officer Short-Term Incentive Awards

    | (3) Each named executive officer’s individual goals attainment was evaluated and approved by the Executive Compensation Committee and factored in individual performance factors. Mr. Franklin attained 200% for his 5% Individual Goals and 200% for his Employee Engagement Goal resulting in 187.62% STI Achievement. Mr. Schuller attained 180% for his 5% Individual Goal and 200% for his Employee Engagement Goal resulting in 186.62% STI Achievement. Mr. Luning attained 200% for his 5% Individual Goal and 200% for his Employee Engagement Goal resulting in 187.62% STI Achievement. Ms. Arnold attained 200% for her 5% Individual Goal and 200% for her Employee Engagement Goal resulting in 162.71% STI Achievement. Mr. Huwar attained 200% for his 5% Individual Goal and 200% for his Employee Engagement Goal resulting in 186.24% STI Achievement. |

  154. 2025 Named Executive Officer Short-Term Incentive Awards

    | (4) Ms. Arnold’s Short-Term Incentive Plan focuses on a blend of Essential and Aqua specific financial, safety, customer service, environmental and individual metrics. |

  155. 2025 Named Executive Officer Short-Term Incentive Awards

    | (5) Mr. Huwar’s Short-Term Incentive Plan focuses on a blend of Essential and Peoples Gas specific financial, safety, customer service, environmental and individual metrics. |

  156. 2025 Named Executive Officer Short-Term Incentive Awards

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 55 |

  157. 2025 Named Executive Officer Short-Term Incentive Awards

    Long-Term Equity Incentive Awards Our use of equity incentive awards is intended to reward our named executive officers for:

  158. 2025 Named Executive Officer Short-Term Incentive Awards

    | • | Enhancing the Company’s financial health, which also benefits our customers; |

  159. 2025 Named Executive Officer Short-Term Incentive Awards

    | • | Improving our long-term performance through both revenue increases and cost control; and |

  160. 2025 Named Executive Officer Short-Term Incentive Awards

    | • | Achieving increases in the Company’s equity and shareholder value. |

  161. 2025 Named Executive Officer Short-Term Incentive Awards

    We make these equity incentive awards under our Amended and Restated Omnibus Equity Compensation Plan (the Plan). Under the Plan, the Compensation Committee and the Board of Directors may grant stock options, performance-based or service-based stock unit and stock awards, stock appreciation rights and other stock-based awards to officers, directors, key employees and key consultants of the Company and its subsidiaries who are in a position to contribute materially to the successful operation of our business. The Compensation Committee has used a combination of performance share units, restricted stock units and stock options to better link the named executive officers’ long-term incentive compensation to performance results that led to increased shareholder value and enhanced our long-term financial stability, which also benefits our customers. We aim to strike a balance between the incentive and retention goals of our equity grants:

  162. 2025 Named Executive Officer Short-Term Incentive Awards

    | • | All of the equity grants to our Chief Executive Officer are subject to performance goals; and |

  163. 2025 Named Executive Officer Short-Term Incentive Awards

    | • | For our other named executive officers, fifty percent of the equity grant is performance-based share units, thirty-five percent is in the form of restricted stock units, and fifteen percent is performance-based stock options for 2025. |

  164. 2025 Named Executive Officer Short-Term Incentive Awards

    Using the market median rates developed by Pay Governance, the Compensation Committee evaluates the target annual equity incentive awards made to the named executive officers as part of the total compensation package designed to be competitive with the benchmarked group and our industry. The Compensation Committee does not consider any increase or decrease in the value of past equity incentive awards in making these annual decisions. In considering the number of equity incentive awards to be granted in total to all employees each year, the Compensation Committee considers the number of equity incentive awards outstanding and the number of equity incentive awards to be awarded as a percentage of Essential’s total shares outstanding.

  165. 2025 Named Executive Officer Short-Term Incentive Awards

    | The number of equity incentive awards granted annually to all employees has been less than 1% of Essential’s total shares outstanding per year for the past several years. It is our equity granting policy to make all employee equity incentive awards on the same grant date. |

  166. Long-Term Equity Incentive Awards Mix

    Long-Term Equity Incentive Awards Mix Performance-based equity awards provide guidance and incentives to management for building shareholder growth, while restricted stock units and options provide retention benefits and closely align management with the shareholders. In 2025, the Committee reduced the weighting of performance-based restricted stock units (“Performance Share Units”) from 65% to 50% of the total LTI opportunity and increased restricted stock units to 35% and performance-based stock options to 15%. The Committee believes this adjustment preserves a strong pay-for-performance orientation, as performance-based awards continue to represent a majority of long-term incentives and remain subject to rigorous, multi-year performance goals. The increase in restricted stock units was to encourage higher levels of retention in our management and leadership levels. The increase in stock options was to align management with long-term shareholder value creation. The table below shows the balance between the performance share units, performance-based options, and restricted stock units between 2022 and 2026.

  167. Long-Term Equity Incentive Awards Mix

    | Award Year | Performance Period | Payment Year | Performance Share Units | Performance Based Stock Options | Restricted Stock Units | | 2022 | 2022-2024 | 2025 | 65% | 10% | 25% | | 2023 | 2023-2025 | 2026 | 65% | 10% | 25% | | 2024 | 2024-2026 | 2027 | 65% | 10% | 25% | | 2025 | 2025-2027 | 2028 | 50% | 15% | 35% | | 2026 | 2026-2028 | 2029 | 50% | 15% | 35% |

  168. Long-Term Equity Incentive Awards Mix

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 56 |

  169. Long-Term Equity Incentive Awards Mix

    As a result of the Compensation Committee’s analysis of competitive conditions and performance levels, it established the target percentages of base salary for equity awards for each named executive officer as follows:

  170. Long-Term Equity Incentive Awards Mix

    | 2025 Target LTI (%) | | | Christopher H. Franklin | 370 | | Daniel J. Schuller | 175 | | Christopher P. Luning | 145 | | Colleen M. Arnold | 100 | | Michael A. Huwar | 100 |

  171. Long-Term Equity Incentive Awards Mix

    | • | Mr. Franklin’s long-term incentive target increased from 320% to 370%. The Compensation Committee determined that an increase in the CEO’s long-term incentive target was appropriate based on several key factors: |

  172. Long-Term Equity Incentive Awards Mix

    A comprehensive market benchmarking analysis conducted by the Committee’s independent compensation consultant indicated that the CEO’s prior LTI target of 320% was below the median of our peer group, which averaged approximately 360%–380%. To ensure the CEO’s total direct compensation remains competitive and supports retention, the Committee adjusted the target to 370%, positioning it near the peer median while maintaining a strong pay-for-performance orientation. Additionally, shareholder feedback emphasized the importance of greater weighting on long-term, performance-based compensation rather than short-term incentives. Increasing the LTI target reinforces the CEO’s focus on sustainable growth, strategic execution, and shareholder returns over a multi-year horizon. All of the CEO's LTI is performance based. Restricted Stock and Stock Options are subject to a performance gate as noted on page 60.

  173. Vested Performance Share Awards and Status of Outstanding Performance Share Awards

    Vested Performance Share Awards and Status of Outstanding Performance Share Awards Performance share or performance share unit grants (PSU) (together referred to as performance shares) provide the named executive officers with the opportunity to earn awards of shares based on Company performance against pre-determined, objective metrics for a three-year performance period. Participants are granted a target number of shares or units that can increase to 200% of the target or decrease to zero based on the Company’s actual performance compared to the goals for the designated metrics. Dividends or dividend equivalents, as applicable, on the performance shares accrue and will be paid when the performance shares are earned and paid based on the number of shares actually earned, if any. Performance shares vest, if at all, three years after the grant date. As seen by the charts above, the Compensation Committee believes that its long-term incentive compensation program aligns with the shareholders, combining total shareholder return with objective metrics aimed at increasing shareholder value, with the actual payout based on actual achievement of four metrics that the Compensation Committee believes address share-based and operational metrics that are important to shareholders.

  174. Outstanding PSU Awards

    Outstanding PSU Awards The performance period for the PSU awards granted in 2023 began on January 1, 2023, and ended on December 31, 2025. The calculation of the 2023 PSU award was based on its three metrics over the three-year grant period: Essential’s ordinal ranking for Total Stockholder Return (TSR) compared to the peer group, targeted rate-based growth as a result of acquisitions and controlling Operating and Maintenance expenses per targets. The three-year TSR return of -9.04% resulted in a zero payout of the first metric of the PSU. We had marginal success in our rate base growth over the last three years, which shows in the second metric of the PSU. Lastly, our third metric on controlling O&M expenses was achieved through measured spending and managing though high inflation costs. The 2023 PSU calculation is depicted below. The PSU awards demonstrated clear alignment between the interests of the shareholders and those of the NEOs. The pay for performance design of the LTI program and the alignment of the LTI program with the Company’s shareholders can be seen in the 2023 PSU outcome of 63.58%, a lower PSU payout than in most recent years.

  175. Outstanding PSU Awards

    | 2023 PSU Calculation | Weight | Actual Result | Performance | Extrapolation | | Metric 1 – TSR Peer Group | 38.46% | Ranked 15th | 0.00% | 0.00% | | Metric 2 – Rate Base Growth | 30.77% | $180M | 70.28% | 21.63% | | Metric 3 – O&M | 30.77% | $1.783B | 136.33% | 41.95% | | Total 2023 PSU Attainment: | | | | 63.58% |

  176. Outstanding PSU Awards

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 57 |

  177. 2023 PSU Payout Schedule: Threshold through Target through Maximum Goals

    2023 PSU Payout Schedule: Threshold through Target through Maximum Goals

  178. 2023 PSU Payout Schedule: Threshold through Target through Maximum Goals

    | 2023 TSR Ranking Payout Schedule 16 Peers + Essential (N=17, in total) | | | | | | | Rank (Including Essential) | Payout Percentage | Avg Rate Base Growth $000s | Attainment | O&M Target $000s | Attainment | | 1 | 200.00% | 140,000 | 50% | $1,825,854 | 50% | | 2 | 200.00% | 160,000 | 60% | $1,820,854 | 60% | | 3 | 193.80% | 180,000 | 70% | $1,815,854 | 70% | | 4 | 178.00% | 200,000 | 80% | $1,810,854 | 80% | | 5 | 162.50% | 220,000 | 90% | $1,805,854 | 90% | | 6 | 145.80% | 240,000 | 100% | $1,800,854 | 100% | | 7 | 131.30% | 250,000 | 110% | $1,795,854 | 110% | | 8 | 115.50% | 260,000 | 120% | $1,790,854 | 120% | | 9 | 100.00% | 270,000 | 130% | $1,785,854 | 130% | | 10 | 84.30% | 280,000 | 140% | $1,780,854 | 140% | | 11 | 68.80% | 290,000 | 150% | $1,775,854 | 150% | | 12 | 53.00% | 300,000 | 160% | $1,770,854 | 160% | | 13 | 0.00% | 310,000 | 170% | $1,765,854 | 170% | | 14 | 0.00% | 320,000 | 180% | $1,760,854 | 180% | | 15 | 0.00% | 330,000 | 190% | $1,755,854 | 190% | | 16 | 0.00% | 340,000 | 200% | $1,750,854 | 200% | | 17 | 0.00% | | | | |

  179. 2023 PSU Payout Schedule: Threshold through Target through Maximum Goals

    Please see the disclosure on page 74 under the heading Outstanding Equity Awards at Fiscal Year-End for a detailed description of the status of the PSU awards.

  180. 2024 PSU

    2024 PSU The PSU awards granted in 2024 cover the performance period that began on January 1, 2024, and ends on December 31, 2026. The metrics for this award are:

  181. 2024 PSU

    | 2024 TSR Ranking Payout Schedule 16 Peers + Essential (N=17, in total) | | | | | | | Rank (Including Essential) | Payout Percentage | Avg Rate Base Growth $000s | Attainment | O&M Target $000s | Attainment | | 1 | 200.00% | 140,000 | 50% | $1,846,607 | 50% | | 2 | 200.00% | 160,000 | 60% | $1,841,607 | 60% | | 3 | 193.80% | 180,000 | 70% | $1,836,607 | 70% | | 4 | 178.00% | 200,000 | 80% | $1,831,607 | 80% | | 5 | 162.50% | 220,000 | 90% | $1,826,607 | 90% | | 6 | 145.80% | 240,000 | 100% | $1,821,607 | 100% | | 7 | 131.30% | 250,000 | 110% | $1,816,607 | 110% | | 8 | 115.50% | 260,000 | 120% | $1,811,607 | 120% | | 9 | 100.00% | 270,000 | 130% | $1,806,607 | 130% | | 10 | 84.30% | 280,000 | 140% | $1,801,607 | 140% | | 11 | 68.80% | 290,000 | 150% | $1,796,607 | 150% | | 12 | 53.00% | 300,000 | 160% | $1,791,607 | 160% | | 13 | 0.00% | 310,000 | 170% | $1,786,607 | 170% | | 14 | 0.00% | 320,000 | 180% | $1,781,607 | 180% | | 15 | 0.00% | 330,000 | 190% | $1,776,607 | 190% | | 16 | 0.00% | 340,000 | 200% | $1,771,607 | 200% | | 17 | 0.00% | | | | |

  182. 2024 PSU

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 58 |

  183. 2024 PSU

    The PSU awards granted in 2025 cover the performance period that began on January 1, 2025, and ends on December 31, 2027. The metrics for this award are below. The PSU weighting below is 40% for three-year relative TSR, 30% for the average three-year ROE, and 30% for the O&M three-year budget:

  184. 2024 PSU

    | 2025 TSR Ranking Payout Schedule 16 Peers + Essential (N=17, in total) | | | | | | | Rank (Including Essential) | Payout Percentage | Average 3 Year ROE Budgeted Target | Attainment | O&M 3 Year Budget Target $000s | Attainment | | 1 | 200.0% | 8.50% | 50% | $1,984,000 | 50% | | 2 | 200.0% | 8.73% | 60% | $1,974,000 | 60% | | 3 | 193.8% | 8.97% | 70% | $1,964,000 | 70% | | 4 | 178.0% | 9.21% | 80% | $1,954,000 | 80% | | 5 | 162.5% | 9.45% | 90% | $1,944,000 | 90% | | 6 | 146.8% | 9.69% | 100% | $1,934,000 | 100% | | 7 | 131.3% | 9.75% | 120% | $1,929,000 | 110% | | 8 | 115.5% | 9.81% | 140% | $1,924,000 | 120% | | 9 | 100.0% | 9.87% | 160% | $1,919,000 | 130% | | 10 | 84.3% | 9.93% | 180% | $1,914,000 | 140% | | 11 | 68.8% | 10.00% | 200% | $1,909,000 | 150% | | 12 | 53.0% | | | $1,904,000 | 160% | | 13 | 35.0% | | | $1,899,000 | 170% | | 14 | 0.0% | | | $1,894,000 | 180% | | 15 | 0.0% | | | $1,889,000 | 190% | | 16 | 0.0% | | | $1,884,000 | 200% | | 17 | 0.0% | | | | |

  185. 2026 PSU

    2026 PSU The PSU awards granted in 2026 cover the performance period that began on January 1, 2026, and ends on December 31, 2028. The metrics for this award are below. The PSU weighting below is 40% for three-year relative TSR, 30% for the average three-year ROE, and 30% for the O&M three-year budget:

  186. 2026 PSU

    | 2026 TSR Ranking Payout Schedule 16 Peers + Essential (N=17, in total) | | | | | | | Rank (Including Essential) | Payout Percentage | Average 3 Year ROE Budgeted Target | Attainment | O&M 3 Year Budget Target $000s | Attainment | | 1 | 200.0% | 8.08% | 50% | $2,043,069 | 50% | | 2 | 200.0% | 8.31% | 60% | $2,038,069 | 60% | | 3 | 193.8% | 8.55% | 70% | $2,033,069 | 70% | | 4 | 178.0% | 8.79% | 80% | $2,028,069 | 80% | | 5 | 162.5% | 9.03% | 90% | $2,023,069 | 90% | | 6 | 146.8% | 9.27% | 100% | $2,018,069 | 100% | | 7 | 131.3% | 9.33% | 120% | $2,013,069 | 110% | | 8 | 115.5% | 9.39% | 140% | $2,008,069 | 120% | | 9 | 100.0% | 9.45% | 160% | $2,003,069 | 130% | | 10 | 84.3% | 9.51% | 180% | $1,998,069 | 140% | | 11 | 68.8% | 9.58% | 200% | $1,993,069 | 150% | | 12 | 53.0% | | | $1,988,069 | 160% | | 13 | 35.0% | | | $1,983,069 | 170% | | 14 | 0.0% | | | $1,978,069 | 180% | | 15 | 0.0% | | | $1,973,069 | 190% | | 16 | 0.0% | | | $1,968,069 | 200% | | 17 | 0.0% | | | | |

  187. 2026 PSU

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 59 |

  188. Adjusted Return on Equity Calculation — Stock Options

    Adjusted Return on Equity Calculation — Stock Options Stock options vest, or not, based on the Company’s adjusted return on equity, which is calculated annually in accordance with the descriptive formula below. If the adjusted return on equity meets or exceeds 150 basis points below the return on equity of the most current Pennsylvania PUC water rate award, the stock options will vest. If the performance condition is achieved, stock options vest one-third per year over a three-year period.

  189. Adjusted Return on Equity Calculation — Stock Options

    | | Net Income (excluding net income or loss from acquisitions which have not yet been incorporated into a rate application as of the last year end) | | | | | | Equity (excluding equity applicable to acquisitions which are not yet incorporated in a rate application during the award period), all as adjusted in accordance with the Omnibus Equity Compensation Plan. |

  190. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Annual restricted stock unit awards entitle the named executive officers to receive the number of shares granted at the end of a given period of time, or in increments over a period of years, subject to continued employment with the Company. However, if a recipient separates from the Company due to death, disability, retirement or termination following a Change in Control, then acceleration of the lapse of forfeiture restrictions occurs as set forth in the Plan. More information on how shares are treated in the event an employee separates from the Company can be found on page 80 under Potential Payments Upon Termination or Change-In-Control.

  191. Highlights of Restricted Stock Unit Grants

    Highlights of Restricted Stock Unit Grants

  192. Highlights of Restricted Stock Unit Grants

    | • | Dividends or dividend equivalents, as applicable, are accumulated and paid when the restricted stock units vest. |

  193. Highlights of Restricted Stock Unit Grants

    | • | The restricted stock units awarded to the named executive officers other than the Chief Executive Officer vest subject solely to continued service with the Company. |

  194. Highlights of Restricted Stock Unit Grants

    | • | The restricted stock units awarded to the Chief Executive Officer vest one-third each year, subject to continued service with the Company and the Company’s achievement of at least an adjusted return on equity equal to 150 basis points below return on equity granted by the Pennsylvania Public Utility Commission during the Company’s Pennsylvania water subsidiary’s last rate proceeding, subject to adjustments as allowed under the Plan. For this purpose, return on equity will be calculated in the same manner as it is calculated for the purpose of determining the return on equity required for the vesting of stock options. |

  195. Highlights of Restricted Stock Unit Grants

    Other Benefits

  196. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified Executive Deferred Compensation Plan (the Executive Deferral Plan) that allows eligible members of management to defer all or a portion of their salary and annual cash incentives. The ability to defer compensation enables participants to save for retirement and other life events in a tax-effective manner. Deferred amounts are deemed invested in one or more mutual funds selected by the participant under trust-owned life insurance policies on the lives of eligible executives. To provide named executive officers with the full Company matching contribution available to other employees under our qualified plans, executives who choose to defer up to six percent of their salary under one of the Company’s 401(k) plans, but do not receive the full Company matching contribution under such qualified plans due to the Internal Revenue Service regulations limiting the total dollar amount

  197. Non-Qualified Deferred Compensation Plan

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 60 |

  198. Non-Qualified Deferred Compensation Plan

    that can be deferred under a 401(k) plan ($22,500 for 2023, $23,000 for 2024, and $23,500 for 2025), receive the portion of the Company matching contribution that the executive would be otherwise ineligible to receive into the Executive Deferral Plan.

  199. Non-Qualified Deferred Compensation Plan

    | • | Effective January 1, 2009, the Company began to fund the trust holding amounts deferred by the participants in the Executive Deferral Plan using trust-owned life insurance. |

  200. Non-Qualified Deferred Compensation Plan

    | • | A named executive officer’s deferrals and any earnings on deferrals under our non-qualified deferred compensation plan are not taken into account in determining the named executive officer’s compensation. |

  201. Severance Plans

    Severance Plans All of the named executive officers are covered by a severance policy. The policy provides a severance benefit of (i) one full year salary, (ii) one full year projected bonus, and (iii) between one and six months of continued medical benefits following termination, provided the named executive officer is terminated for any reason other than for cause. Additionally, on July 1, 2024, Mr. Franklin and the Company entered into a Renewed Employment Agreement (Mr. Franklin’s Employment Agreement). Under Mr. Franklin’s Employment Agreement, if the Company terminates Mr. Franklin’s employment without cause or if Mr. Franklin terminates his employment for good reason (as defined in the agreement), Mr. Franklin will receive any accrued but unpaid salary and accrued vacation, 36 months of COBRA, as well as a lump sum equal to 24 months of base salary and two times his target annual bonus. Under his employment agreement, Mr. Franklin agrees that during his employment and for a period of twelve months after termination of his employment, he will not (1) employ, engage or solicit for employment employees of the Company, (2) solicit, entice, broker or encourage any then-current or potential customer, client or vendor of the Company or otherwise alter his, her or its relationship with the Company, or (3) participate in any way, directly or indirectly, in a “competing business.” If the Company terminates Mr. Franklin’s employment for cause, or if he terminates his employment without good reason, or in the event of death or disability, Mr. Franklin (or his estate) will receive any accrued but unpaid salary and accrued vacation. Mr. Franklin’s Employment Agreement expires July 1, 2027, and may be extended for successive one-year terms upon mutual agreement of the Company and Mr. Franklin. As part of the pending merger with American Water, upon closing of the transaction, Mr. Franklin will become Executive Vice Chair of the combined company and will have a new employment agreement with American Water in that role. Mr. Franklin’s current Employment Agreement with the Company is filed with our SEC filings.

  202. Double Trigger Change-In-Control Agreements

    Double Trigger Change-In-Control Agreements We maintain change-in-control arrangements with the named executive officers that are intended to:

  203. Double Trigger Change-In-Control Agreements

    | • | minimize the distraction and uncertainty that could affect key management in the event we become involved in a transaction that could result in a change in control of the Company; |

  204. Double Trigger Change-In-Control Agreements

    | • | enable the executives to impartially evaluate such a transaction; |

  205. Double Trigger Change-In-Control Agreements

    | • | provide a retention incentive to our named executive officers; and |

  206. Double Trigger Change-In-Control Agreements

    | • | encourage executives’ attention and dedication to their duties and responsibilities in the event of a possible change-in-control. |

  207. Double Trigger Change-In-Control Agreements

    Under the terms of these agreements, a covered named executive officer is entitled to certain severance payments and benefits if employment is terminated other than for cause, or in the event the executive resigns for good reason, as defined in the agreements, within 90 days (six months in the case of Mr. Franklin) prior to or two years following a change-in-control of Essential. See the description of Potential Payments Upon Termination or Change-in-Control on pages 80 through 85. These change-in-control arrangements are referred to as double trigger agreements because they only provide a benefit to executives whose employment is terminated, or who have good reason to resign, in connection with a change-in-control. These change-in-control agreements do not provide any payments or benefits to the covered executives merely as a result of a change-in-control. The normal annual restricted stock, stock option and performance share grants to the named executive officers also contain double trigger provisions. Notwithstanding the foregoing, in connection with the pending merger, as disclosed in the definitive joint proxy statement/prospectus, Messrs. Franklin’s and Schuller’s and Ms. Arnold’s unvested equity awards will be converted into American Water equity awards and accelerate at the closing. Each of the change-in-control agreements limit the amount of the payments under the agreements based on the limitation on the deductibility of these payments under Section 280G of the Internal Revenue Code (the Code). The Company has determined that there will be no tax gross-ups in any change-in-control agreements with executives and that all such agreements will be subject to the limitations under Section 280G of the Code. We believe the multiples of compensation and other benefits provided under the change-in-control arrangements, as described on pages 80 through 85, are consistent with the multiples in the market. Named executive officers who receive payments under their change-in-control agreements in connection with a separation from employment following a change-in-control will not be entitled to any payments under our normal severance policy. The form of change-in-control agreement is filed with our SEC filings.

  208. Double Trigger Change-In-Control Agreements

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 61 |

  209. Double Trigger Change-In-Control Agreements

    2025 NEO Compensation and Performance Summaries

  210. 2025 Key Accomplishments

    | • | Raised $600 million in long-term holdco and opco debt and$300 million in equity via the ATM. |

  211. 2025 Key Accomplishments

    | • | Raised $600 million in long-term holdco and opco debt and$300 million in equity via the ATM. |

  212. 2025 Key Accomplishments

    | • | Achieved 102% year-end mileage target for Long-term Infrastructure Improvement Plan (LTIIP) in 2025. |

  213. 2025 Key Accomplishments

    | Executive Compensation | Section 5: Our 2026 Short- and Long-Term Incentive Programs |

  214. Proposed 2026 Essential Short-Term Incentive Plan

    Proposed 2026 Essential Short-Term Incentive Plan

  215. 2026 Long-Term Incentive Program

    2026 Long-Term Incentive Program

  216. 2026 Essential Long-Term Incentive Plan

    2026 Essential Long-Term Incentive Plan Our 2026 LTI plan design remains the same as 2025 and continues to emphasize performance-based pay. The objective of our long-term incentives is to motivate our leaders in driving growth and shareholder value. Our long-term incentives also server as important retention benefits for our management and leaders at Essential.

  217. 2026 Financial Metrics for PSUs

    2026 Financial Metrics for PSUs

  218. 2026 Financial Metrics for PSUs

    | Ordinal TSR | The most prevalent long-term incentive metric in the peer group. The performance is based on ordinal TSR rank against our 16-company peer group, with the percentile ranking determining the overall payout level (0 - 200%). | | Additionally, two other operating measures were chosen to balance internal financial and operational management with external shareholder results. | | | Return on Equity | Defined as the approved average return on equity over the three years of the grant. ROE is central to the Company’s profitability. | | Operations and maintenance performance | To ensure cost-effective operations, operations and maintenance targets include the budget plus the first two years in the plan for the regulated businesses only. |

  219. 2026 Financial Metrics for PSUs

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 65 |

  220. 2026 Financial Metrics for PSUs

    Compensation Governance Policies and Practices Anti-Hedging and Anti-Pledging Policy Issuing equity awards to our directors and named executive officers and imposing stock ownership guidelines helps to align their interests with those of our shareholders. As part of our insider trading policy, we prohibit all directors and employees from engaging in hedging or pledging activities with respect to any owned shares or outstanding equity awards. The policy specifically prohibits all insiders from engaging in any short sales of the Company’s securities; buying or selling puts, calls or other derivative securities; or pledging the Company’s securities as collateral for a loan. None of our directors or named executive officers engaged in any hedging or pledging activities with respect to the Company stock during 2025. Clawback of Incentive Compensation In accordance with recent Securities and Exchange Commission and New York Stock Exchange requirements, on February 22, 2023, the Company’s Board of Directors unanimously adopted a Compensation Recoupment Policy (the Clawback Policy). Among other items, the Clawback Policy covers the Company’s ability to recoup compensation in the event of a restatement, regardless of whether the executive was at fault or not and is intended to be fully compliant with all requirements of the Securities and Exchange Commission and the New York Stock Exchange. In the event of a significant restatement of our financial results caused by executive fraud or willful misconduct, the Compensation Committee reserves the right to review the cash incentive compensation received by the named executive officers with respect to the period to which the restatement relates. The Committee will recalculate Essential’s results for the period to which the restatement relates and seek reimbursement of that portion of the cash incentive compensation that was based on the misstated financial results from the executive or executives whose fraud or willful misconduct was the cause of the restatement. In addition, starting with the performance share unit grants and restricted stock unit grants in 2014, all shares issued pursuant to those grants are subject to any applicable recoupment or clawback policies and other policies implemented by the Board, as in effect from time to time. Limited Perquisites We offer a limited number of perquisites for our named executive officers. The Board has authorized executive benefits consisting of executive financial planning and annual executive physical exams. The Board regularly reviews the benefits provided to our executives and makes appropriate modifications based on the value of these benefits. Equity Grant Practices The Company’s long-standing practice has been to grant equity compensation, including stock options, on a pre-determined schedule at approximately the same time each year, generally in late January or early to mid-February. This timing has been utilized for at least the past ten years. Rarely the Compensation Committee makes off-cycle grants as circumstances warrant. The Compensation Committee and the Board do not take material nonpublic information into account when determining the timing and terms of stock option awards and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, the Company did not grant stock options to any named executive officer during any period beginning four business dates before and ending one business day after the filing of any Form 10-K, Forms 10-Q or any Form 8-K disclosing material non-public information about the Company.

  221. 2026 Financial Metrics for PSUs

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 66 |

  222. 2026 Financial Metrics for PSUs

    Stock Ownership Guidelines In 2005, the Board of Directors established stock ownership guidelines for the named executive officers to encourage these executives to maintain a significant ownership interest in the Company and to help align the interests of these executive officers with the long-term performance of the Company. In 2017, these guidelines were modified to recognize the different levels of executives who may be among the named executive officers and to state the guidelines in terms of the number of shares to be held rather than a dollar value, in order to avoid fluctuations in the number of shares to be held based on variations in the Company’s stock price. In establishing the number of shares to be held, the Compensation Committee uses a round number of shares, the value of which approximates the following multiples of the midpoint of the average base salary grade for the executives:

  223. 2026 Financial Metrics for PSUs

    | Position | Multiple of Midpoint of 2025 Average Base Salary | Approximate Vested Shares to be Held Based upon December 31, 2025 Share Price | | Chief Executive Officer | 5 | 141,650 | | Executive Vice President/NEO | 3 | 37,140 |

  224. 2026 Financial Metrics for PSUs

    Each named executive officer is expected to have shareholdings consistent with these guidelines within five years of becoming a named executive officer or after receiving a significant promotion. This is the fourth year Ms. Arnold has been identified as a NEO and the second year Mr. Huwar has been identified as a NEO. An executive who has not achieved the guideline within this five-year period is expected to retain one-half of any equity awards, after any required tax withholding, in Company stock and to use 10% of any annual cash incentive awards after tax to purchase shares of Company stock until the guideline is met. The chart below shows the shareholdings of the named executive officers as of December 31, 2025.

  225. Summary Compensation Table

    Summary Compensation Table

  226. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Grant Date Fair Value of Stock Awards($)(2) | Grant Date Fair Value of Stock Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Christopher H. Franklin President and Chief Executive Officer | 2025 | 1,103,931 | — | 3,366,470 | 652,838 | 2,218,607 | 1,841,343 | 29,626 | 9,212,815 | | | 2024 | 1,023,134 | — | 3,035,513 | 349,956 | 1,460,781 | 329,976 | 23,632 | 6,222,992 | | | 2023 | 985,584 | — | 2,523,854 | 298,940 | 1,437,300 | 2,483,717 | 20,555 | 7,749,950 | | Daniel J. Schuller EVP and Chief Financial Officer | 2025 | 582,978 | — | 851,687 | 165,161 | 751,146 | — | 68,516 | 2,419,488 | | | 2024 | 521,812 | — | 847,656 | 97,724 | 480,826 | — | 25,888 | 1,973,906 | | | 2023 | 500,560 | — | 647,856 | 78,862 | 476,465 | — | 27,640 | 1,731,383 | | Christopher P. Luning EVP and General Counsel | 2025 | 490,954 | — | 589,089 | 114,234 | 540,346 | 1,219,415 | 16,315 | 2,970,353 | | | 2024 | 450,186 | — | 585,033 | 67,445 | 384,283 | 276,423 | 17,589 | 1,780,959 | | | 2023 | 433,415 | — | 466,539 | 56,702 | 379,447 | 407,271 | 11,936 | 1,755,310 | | Colleen M. Arnold President, Aqua | 2025 | 426,958 | — | 355,463 | 68,934 | 341,691 | — | 35,519 | 1,228,564 | | | 2024 | 383,168 | — | 321,620 | 37,076 | 219,213 | — | 33,157 | 994,234 | | | 2023 | 357,807 | — | 256,597 | 32,416 | 200,000 | — | 34,743 | 881,563 | | Michael A. Huwar President, Peoples | 2025 | 391,320 | — | 338,560 | 65,651 | 372,480 | | 37,472 | 1,205,483 | | | 2024 | 363,302 | — | 304,818 | 35,143 | 237,616 | | 35,380 | 976,259 |

  227. Summary Compensation Table

    | (1) Salary and Non-Equity Incentive Plan Compensation amounts include amounts deferred by the named executive officer pursuant to the Executive Deferral Plan described beginning on page 80. |

  228. Summary Compensation Table

    | (2) The grant date fair value of stock-based compensation is based on the fair market value on the date of grant as determined in accordance with the FASB ASC Topic 718 accounting guidance for stock compensation. The assumptions used in calculating the fair market value are set forth in Note 15, Employee Stock and Incentive Plan contained in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC at www.sec.gov. For awards subject to performance conditions, the Grant Date Fair Value of Stock Awards and Options Awards shown is based on the target number of the shares underlying the awards granted. If maximum achievement levels had been assumed, the grant date fair value of the awards in 2025 would have been $4,552,886 for Mr. Franklin, $1,510,185 for Mr. Schuller, $1,3044,555 for Mr. Luning, $630,309 for Ms. Arnold, and $600,326 for Mr. Huwar. |

  229. Summary Compensation Table

    | (3) Non-Equity Incentive Plan Compensation is shown for the year in which the compensation is earned and is generally paid in the following calendar year. See the description of these annual cash Incentive awards above under the CD&A section of this proxy statement. |

  230. Summary Compensation Table

    | (4) Change in Non-qualified Pension Value and Deferred Compensation Earnings. The change in pension value is based on the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under all defined benefit pension plans (Including non-qualified pension plans) from the pension plan measurement date used for financial statement reporting purposes in the Company’s audited statements for the prior completed fiscal year to the pension plan measurement date used for financial statement reporting purposes in the Company’s audited financial statements for the covered fiscal year. All amounts deferred by participants in the Executive Deferral Plan and all prior deferrals under the Executive Deferral Plan are invested in a variety of mutual funds selected by each participant under trust-owned life insurance used by the Company to fund the Executive Deferral Plan; there are no preferential or above-market earnings on this deferred compensation. Messrs. Huwar and Schuller and Ms. Arnold are not eligible to participate in the Retirement Plan because they were hired by the Company after the Retirement Plan was closed to new entrants. Negative amount changes are not included in this section per SEC guidelines. |

  231. Summary Compensation Table

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 68 |

  232. Summary Compensation Table

    | Executive Compensation Tables | Summary Compensation Table |

  233. Summary Compensation Table

    | (5) All Other Compensation includes the components listed below. |

  234. Summary Compensation Table

    | Other Compensation | | Group Life ($)(a) | 401(k) Company Match and Company Contribution ($)(b) | Car Allowance ($)(c) | Other ($) | Total ($) | | Franklin | 2025 | 12,870 | 10,575 | 6,181 | — | 29,626 | | | 2024 | 7,740 | 9,958 | 5,934 | — | 23,632 | | | 2023 | 7,740 | 9,715 | 3,100 | — | 20,555 | | Schuller | 2025 | 6,263 | 56,165 | 6,087 | — | 68,516 | | | 2024 | 5,380 | 19,675 | 833 | — | 25,888 | | | 2023 | 2,815 | 22,860 | 1,965 | — | 27,640 | | Luning | 2025 | 5,280 | 10,393 | 642 | — | 16,315 | | | 2024 | 4,644 | 11,809 | 1,136 | — | 17,589 | | | 2023 | 4,540 | 6,476 | 920 | — | 11,936 | | Arnold | 2025 | 4,589 | 26,973 | 3,957 | — | 35,519 | | | 2024 | 2,112 | 27,046 | 3,999 | — | 33,157 | | | 2023 | 2,042 | 25,714 | 6,987 | — | 34,743 | | Huwar | 2025 | 6,312 | 31,160 | — | — | 37,472 | | | 2024 | 5,349 | 30,031 | — | — | 35,380 |

  235. Summary Compensation Table

    | (a) Represents the taxable value of group life insurance benefit for the named executive officer. |

  236. Summary Compensation Table

    | (b) Includes Company match and year end contribution to the 401(k) and the non-qualified retirement plan. |

  237. Summary Compensation Table

    | (c) The Company provides the use of Company-owned or leased vehicles for several of its named executive officers. |

  238. Summary Compensation Table

    | (6) Total compensation is calculated in accordance with the SEC requirements under Item 402(c) of Regulation S-K, but does not reflect the compensation paid for the year. Specifically, the Total compensation includes the change in pension value in the qualified and non-qualified defined benefit pension plans in which the named executive officers participate. Such pension benefits will not be paid to the named executive officers until they retire from service to the Company. |

  239. Summary Compensation Table

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 69 |

  240. Summary Compensation Table

    | Executive Compensation Tables | Pay Versus Performance (PVP) |

  241. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Principal Executive Officer (PEO) and to our named executive officers and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  242. Pay Versus Performance (PVP)

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | | Summary | Average | Investment Based on: | | | | | | Summary | | Compensation | Compensation | | Peer Group | | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | | | | Fiscal | Table Total | Actually Paid | for non-PEO | to non-PEO | Shareholder | Shareholder | | Adjusted | | Year | for PEO(1) | to PEO(1)(2) | NEOs(1) | NEOs(1)(2) | Return | Return(3) | Net Income | EPS(4) | | (a)* | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $9,212,815 | $7,964,085 | $1,955,972 | $1,753,727 | $93.72 | $163.55 | $616,369,000 | $2.25 | | 2024 | $6,222,992 | $5,157,561 | $1,385,486 | $883,261 | $85.65 | $136.41 | $595,314,000 | $2.27 | | 2023 | $7,749,950 | $2,489,517 | $1,471,777 | $856,685 | $85.21 | $103.77 | $498,226,000 | $2.00 | | 2022 | $4,569,047 | $4,579,810 | $1,569,825 | $1,131,942 | $105.68 | $119.57 | $465,237,000 | $1.81 | | 2021 | $5,339,716 | $5,944,071 | $1,488,288 | $1,779,964 | $116.04 | $119.75 | $431,612,000 | $1.80 |

  243. Pay Versus Performance (PVP)

    | (1) Our principal executive officer (PEO) for 2021-2025 is Mr. Franklin. The non-principal executive officers (Non-PEO) reflected in columns (d) and (e) include the following individuals: Mr. Schuller (2021-2025), Mr. Luning (2021-2025), Ms. Arnold (2022-2025), Mr. Huwar (2024-2025), former NEO Mr. Rhodes (2021-2024), and former NEO Mr. Fox (2021-2022). |

  244. Pay Versus Performance (PVP)

    | (2) Refer to the reconciliation tables below for the amounts deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments used to calculated Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. |

  245. Pay Versus Performance (PVP)

    | (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Midcap 400 Utilities Index. |

  246. Pay Versus Performance (PVP)

    | (4) Adjusted EPS is a non-GAAP financial measure. See Appendix A for reconciliation to the GAAP financial measure and adjustments. |

  247. Charts of CAP vs Performance Metrics

    | Executive Compensation Tables | Grants of Plan-Based Awards |

  248. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information regarding equity and non-equity awards granted to the named executive officers in 2025:

  249. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  250. Grants of Plan-Based Awards

    | | | | | | | | | All Other | | | | | | | | | | | | Stock | | | | | | | | | | | | Awards: | Exercise | Grant Date | | | | | | | | | | Number of | or | Fair Value | | | | Estimated Future Payouts Under | | | | | | Shares of | Base Price | of Stock | | | | Non-Equity Incentive Plan Awards(1) | | | Equity Incentive Plan Awards(5)(6) | | | Stock or | of Option | and Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | Awards | | Name | Date | ($)(2) | ($)(3) | ($)(4) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | | Franklin | | $591,250 | $1,182,500 | $2,365,000 | | | | | | | | | 2/5/25 | | | | | 39,855 | | | | $1,416,447 | | | 2/5/25 | | | | 28,468 | 56,935 | 113,870 | | | $1,950,024 | | | 2/5/25 | | | | | 82,118 | | | $35.33 | $652,838 | | Schuller | | $201,250 | $402,500 | $805,000 | | | | | | | | | 2/5/25 | | | | | | | 10,083 | | $358,350 | | | 2/5/25 | | | | 7,202 | 14,404 | 28,808 | | | $493,337 | | | 2/5/25 | | | | | 20,775 | | | $35.33 | $165,161 | | Luning | | $144,000 | $288,000 | $576,000 | | | | | | | | | 2/5/25 | | | | | | | 6,974 | | $247,856 | | | 2/5/25 | | | | 4,982 | 9,963 | 19,926 | | | $341,233 | | | 2/5/25 | | | | | 14,369 | | | $35.33 | $114,234 | | Arnold | | $105,000 | $210,000 | $420,000 | | | | | | | | | 2/5/25 | | | | | | | 4,208 | | $149,552 | | | 2/5/25 | | | | 3,006 | 6,012 | 12,024 | | | $205,911 | | | 2/5/25 | | | | | 8,671 | | | $35.33 | $68,934 | | Huwar | | $100,000 | $200,000 | $400,000 | | | | | | | | | 2/5/25 | | | | | | | 4,008 | | $142,444 | | | 2/5/25 | | | | 2,863 | 5,726 | 11,452 | | | $196,116 | | | 2/5/25 | | | | | 8,258 | | | $35.33 | $65,651 |

  251. Grants of Plan-Based Awards

    | (1) The named executive officers’ Non-Equity Incentive Plan Awards are calculated based on the named executive officers’ current annual salary multiplied by the executive’s target incentive compensation percentage times the factors described on pages 52 through 55. |

  252. Grants of Plan-Based Awards

    | (2) The Threshold Non-Equity Incentive Plan Award is based on the factors described on pages 52 through 55. |

  253. Grants of Plan-Based Awards

    | (3) The Target Non-Equity Incentive Plan Award is based on the factors described on pages 52 through 55. |

  254. Grants of Plan-Based Awards

    | (4) The Maximum Non-Equity Incentive Plan Award is based the factors described on pages 52 through 55. |

  255. Grants of Plan-Based Awards

    | (5) The February 5, 2025 Equity Incentive Plan Awards in these columns are composed of performance-based RSUs and PSUs for the CEO, Mr. Franklin, and performance-based share units (PSUs) for the other named executive officers which vest on the third anniversary of the grant date as long as the named executive officer is providing service to the Company and the performance goal is achieved. |

  256. Grants of Plan-Based Awards

    | (6) Represent stock options grants to the named executive officers which if the adjusted return on equity meets or exceeds 150 basis points below the return on equity of the most current Pennsylvania PUC water rate award, will vest one third per year as long as the named executive officer is providing service to the Company. |

  257. Grants of Plan-Based Awards

    | (7) Represents service-based restricted stock unit grants to the named executive officers other than Mr. Franklin which vest one third each year as long as the named executive officer is providing service to the Company. |

  258. Grants of Plan-Based Awards

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 73 |

  259. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  260. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options Unexercisable | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested(1)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)(3) | | Franklin | — | 17,815 | 34.51 | 2/27/2028 | | | | | | | — | 190,088 | 35.94 | 2/28/2029 | | | | | | | — | 26,348 | 45.19 | 2/16/2032 | | | | | | | 8,764 | 17,528 | 45.39 | 2/22/2033 | | | | | | | 28,732 | 14,366 | 35.78 | 1/24/2034 | | | | | | | 82,118 | — | 35.33 | 2/5/2035 | 78,886 | 3,195,251 | 154,294 | 6,283,971 | | Schuller | — | 6,789 | 30.47 | 2/22/2027 | | | | | | | — | 8,723 | 34.51 | 2/27/2028 | | | | | | | — | 55,208 | 35.94 | 2/28/2029 | | | | | | | — | 7,108 | 45.19 | 2/16/2032 | | | | | | | 2,312 | 4,624 | 45.39 | 2/22/2033 | | | | | | | 8,023 | 4,012 | 35.78 | 1/24/2034 | | | | | | | 20,775 | — | 35.33 | 2/5/2035 | 20,735 | 840,374 | 40,975 | 1,669,641 | | Luning | — | 5,670 | 30.47 | 2/22/2027 | | | | | | | — | 7,215 | 34.51 | 2/27/2028 | | | | | | | — | 39,107 | 35.94 | 2/28/2029 | | | | | | | — | 5,142 | 45.19 | 2/16/2032 | | | | | | | 1,662 | 3,325 | 45.39 | 2/22/2033 | | | | | | | 5,537 | 2,769 | 35.78 | 1/24/2034 | | | | | | | 14,369 | — | 35.33 | 2/5/2035 | 14,447 | 585,676 | 28,604 | 1,165,864 | | Arnold | — | 247 | 30.47 | 2/22/2027 | | | | | | | — | 998 | 34.51 | 2/27/2028 | | | | | | | — | 8,149 | 35.94 | 2/28/2029 | | | | | | | — | 2,525 | 45.19 | 2/16/2032 | | | | | | | 950 | 1,901 | 45.39 | 2/22/2033 | | | | | | | 3,044 | 1,522 | 35.78 | 1/24/2034 | | | | | | | 8,671 | — | 35.33 | 2/5/2035 | 8,383 | 339,616 | 16,427 | 669,161 | | Huwar | — | 2,476 | 45.19 | 2/16/2032 | | | | | | | 899 | 1,798 | 45.39 | 2/22/2033 | | | | | | | 2,885 | 1,443 | 35.78 | 1/24/2034 | | | | | | | 8,258 | — | 35.33 | 2/5/2035 | 7,962 | 305,422 | 15,589 | 634,986 |

  261. Outstanding Equity Awards at Fiscal Year-End

    | (1) All PSUs are subject to the achievement of the applicable performance criteria for the designated performance period, and continued service with the Company to the vesting date; actual results could vary materially at the end of the performance period. All RSUs for Mr. Franklin are subject to the achievement of the applicable performance criteria and his continued service with the Company to the vesting date. All RSUs for the other NEOs are subject to the individual’s continued service with the Company to the vesting date. The table above contains information on outstanding stock options and stock awards held by the named executive officers at December 31, 2025. |

  262. Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value of the RSU and PSU awards include accrued and unpaid dividend equivalents. The dividend equivalents are accrued based upon the assumption that the PSUs would be issued at target. |

  263. Outstanding Equity Awards at Fiscal Year-End

    | (3) The PSU grants made in 2023, 2024, and 2025 for the three year performance periods ended December 31, 2025, December 31, 2026 and December 31, 2027 respectively, consisted of three performance goal metrics. These metrics and the associated achievement are determined by the Compensation Committee as described on pages 56 through 60 of this proxy statement. |

  264. Outstanding Equity Awards at Fiscal Year-End

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 74 |

  265. Outstanding Equity Awards at Fiscal Year-End

    The following table sets forth the number of shares underlying outstanding PSUs and RSUs at December 31, 2025:

  266. Outstanding Equity Awards at Fiscal Year-End

    | | Performance Share Units | | | Restricted Stock Units | | | | Named Executive Officer | Performance Period Ends | Date to be Vested, Earned and Paid if Applicable | Number of Units Issued(4) | Vesting Period Ends | Date to be Earned And Paid if Applicable | Number of Units Issued at Target | | Franklin | 12/31/2025 | 2/22/2026 | 39,843 | 2/22/2026 | 2/22/2026 | 15,973 | | | 12/31/2026 | 1/24/2027 | 57,516 | 1/24/2027 | 1/24/2027 | 23,058 | | | 12/31/2027 | 2/5/2028 | 56,935 | 2/5/2028 | 2/5/2028 | 39,855 | | Schuller | 12/31/2025 | 2/22/2026 | 10,510 | 2/22/2026 | 2/22/2026 | 4,213 | | | 12/31/2026 | 1/24/2027 | 16,061 | 1/24/2027 | 1/24/2027 | 6,439 | | | 12/31/2027 | 2/5/2028 | 14,404 | 2/5/2028 | 2/5/2028 | 10,083 | | Luning | 12/31/2025 | 2/22/2026 | 7,556 | 2/22/2026 | 2/22/2026 | 3,029 | | | 12/31/2026 | 1/24/2027 | 11,085 | 1/24/2027 | 1/24/2027 | 4,444 | | | 12/31/2027 | 2/5/2028 | 9,963 | 2/5/2028 | 2/5/2028 | 6,974 | | Arnold | 12/31/2025 | 2/22/2026 | 4,321 | 2/22/2026 | 2/22/2026 | 1,732 | | | 12/31/2026 | 1/24/2027 | 6,094 | 1/24/2027 | 1/24/2027 | 2,443 | | | 12/31/2027 | 2/5/2028 | 6,012 | 2/5/2028 | 2/5/2028 | 4,208 | | Huwar | 12/31/2025 | 2/22/2026 | 4,087 | 2/22/2026 | 2/22/2026 | 1,639 | | | 12/31/2026 | 1/24/2027 | 5,776 | 1/24/2027 | 1/24/2027 | 2,315 | | | 12/31/2027 | 2/5/2028 | 5,726 | 2/5/2028 | 2/5/2028 | 4,008 |

  267. Outstanding Equity Awards at Fiscal Year-End

    The following table details the number of RSUs that are vested by the named executive officers, under the 2023 RSU grants as of the date of this proxy statement:

  268. Outstanding Equity Awards at Fiscal Year-End

    | Named Executive Officer | Performance Period End | Date Vested, Earned and Paid | Number of RSU Shares Issued | | Franklin | 12/31/25 | 2/22/26 | 15,973 | | Schuller | 12/31/25 | 2/22/26 | 4,213 | | Luning | 12/31/25 | 2/22/26 | 3,029 | | Arnold | 12/31/25 | 2/22/26 | 1,732 | | Huwar | 12/31/25 | 2/22/26 | 1,639 |

  269. Outstanding Equity Awards at Fiscal Year-End

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 75 |

  270. Outstanding Equity Awards at Fiscal Year-End

    | Executive Compensation Tables | Options Exercised and Stock Vested |

  271. Outstanding Equity Awards at Fiscal Year-End

    Options Exercised and Stock Vested

  272. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table shows (1) the number of shares of stock options, restricted shares, PSUs or RSUs previously granted to the named executive officers that were exercised, vested or were earned during 2025, and (2) the value realized by those officers upon the exercise, vesting, or payment of such shares based on the closing market price for our shares of Common Stock on the exercise or vesting date.

  273. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Franklin | — | — | 43,701 | 1,557,878 | | Schuller | — | — | 11,790 | 420,310 | | Luning | — | — | 8,529 | 304,047 | | Arnold | — | — | 4,187 | 149,261 | | Huwar | | | 4,107 | 146,404 |

  274. Options Exercised and Stock Vested

    | (1) The Number of Shares Acquired on Vesting column represents the number of shares of common stock issued upon the earning and vesting of the 2023 RSUs in 2026. |

  275. Options Exercised and Stock Vested

    | (2) The Value Realized on Vesting column does not include dividend equivalents paid for PSUs and RSUs vesting in the amount of $158,247 for Mr. Franklin, $42,694 for Mr. Schuller, $30,885 for Mr. Luning, $15,162 for Ms. Arnold and $14,871 for Mr. Huwar. |

  276. Options Exercised and Stock Vested

    CEO to Median Employee Pay Ratio Here we provide information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Franklin:

  277. Options Exercised and Stock Vested

    | Assumptions | | To determine our median employee, we chose base salary as our consistently applied compensation measure. We annualized this measure of compensation for those who began their employment during 2025. Using a determination date of December 31, 2025, we calculated the median base salary for all required employees. The annual total compensation of the employee identified as the median employee of the Company (other than Mr. Franklin), was $115,770 and, the annual total compensation of Mr. Franklin was $9,212,815. The annual total compensation for the median employee and Mr. Franklin were calculated under Item 402(c) of Regulation S-K. | | Accordingly, the ratio of the annual total compensation of Mr. Franklin to the median of the annual total compensation of all employees of the Company was estimated to be 80 to 1. |

  278. Options Exercised and Stock Vested

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, pay ratios reported by other companies may not be comparable to the pay ratio reported here.

  279. Options Exercised and Stock Vested

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 76 |

  280. Options Exercised and Stock Vested

    Retirement Plans and Other Post-Employment Benefits

  281. Pension Benefits

    Pension Benefits The following table shows: (1) the number of years of credited service for the named executive officers, under our various retirement plans as of December 31, 2025; (2) the actuarial present value of accumulated benefits under those plans as of December 31, 2025; and (3) any payments made to the named executive officers during 2025 under those plans.

  282. Pension Benefits

    Pension Benefits

  283. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service* (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Franklin | Retirement Income Plan for Essential Utilities, Inc. and Subsidiaries | 22 | 1,099,148 | — | | | Non-Qualified Retirement Plan | 33 | 12,584,163 | — | | Schuller | Retirement Income Plan for Essential Utilities, Inc. and Subsidiaries | | — | — | | | Non-Qualified Retirement Plan | | — | — | | Luning | Retirement Income Plan for Essential Utilities, Inc. and Subsidiaries | 12 | 424,916 | — | | | Non-Qualified Retirement Plan | 23 | 3,044,097 | — | | Arnold | Retirement Income Plan for Essential Utilities, Inc. and Subsidiaries | | — | — | | | Non-Qualified Retirement Plan | | — | — | | Huwar | Retirement Income Plan for Essential Utilities, Inc. and Subsidiaries | | — | — | | | Non-Qualified Retirement Plan | | — | — |

  284. Pension Benefits

    | * For benefit accrual purposes, credited service in the Qualified Plan is frozen as of December 31, 2014. For early retirement eligibility purposes, service continues to accrue after December 31, 2014 and will equal that shown for the Non-Qualified Retirement Plan. |

  285. Pension Benefits

    Discount Rate: 5.45% Mortality: For Qualified Plan: blended 40% gender-specific and 60% “unisex” (blended 50% male and 50% female). Pri-2012 non-disabled annuitant mortality table without collar adjustments projected generationally from 2012 with Scale MP-2021 improvements. For Nonqualified Plan: All accruals ceased as of December 30, 2025 and lump sum values have been calculated assuming immediate commencement on December 30, 2025. The lump sums were calculated using the lump sum basis as prescribed in the Nonqualified Plan for 2025 distributions. This includes segment interest rates of 4.17% for the first 5 years, 4.76% for the next 15 years, and 5.25% for years 20+. Mortality is as described in the qualified pension plan for lump sum distributions in 2025 (The applicable unisex mortality table as specified under IRC section 417(e)(3) for minimum lump sum payments commencing in 2025). Interest has been applied from December 30, 2025 plan termination date to the Payment Date of December 31, 2026 at a rate of 4.17%, and discounted to December 31, 2025 at 5.45%.

  286. Pension Benefits

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 77 |

  287. Retirement Income Plan (the Retirement Plan)

    Retirement Income Plan (the Retirement Plan) Essential Utilities sponsors a qualified defined benefit Retirement Plan to provide retirement income to the Company’s employees hired prior to certain dates starting in 2003. Effective December 31, 2014, the eligible named executive officers ceased accruing a benefit under the Retirement Plan. Specifically, their plan compensation and credited service for purposes of determining their benefits were frozen in the Retirement Plan as of December 31, 2014. For the portion of the Retirement Plan covering certain of the named executive officers, plan compensation is defined as total compensation paid, but excludes contributions made by the Company to a plan of deferred compensation, distributions from a deferred compensation plan, amounts realized from the exercise of stock options or when restricted shares underlying restricted stock units or performance shares become freely transferable, fringe benefits, welfare benefits, reimbursements or other expense allowances, moving expenses and commissions. The Employee Retirement Income Security Act of 1974, as amended (ERISA), imposes maximum limitations on the annual amount of pension benefits that may be paid, and the amount of compensation that may be taken into account in calculating benefits, under a qualified, funded, defined benefit pension plan such as the Retirement Plan. The Retirement Plan complies with these ERISA limitations. Benefits earned under the final pay formula for the retirement plan are equal to 1.35% of average plan compensation plus 0.45% of average plan compensation above Covered Compensation for each year of credited service up to 25 years, and 0.5% of average plan compensation for each year of credited service above 25 years. The annual benefit is subject to a minimum benefit schedule.

  288. Retirement Income Plan (the Retirement Plan)

    | • | Average plan compensation is defined as the average of plan compensation over the highest five consecutive years out of the last ten years. |

  289. Retirement Income Plan (the Retirement Plan)

    | • | Covered Compensation is defined as the average of the Social Security Wage Bases (as defined in the Retirement Plan) in effect for each calendar year during the 35-year period ending with the last day of the calendar year of the benefit determination. |

  290. Retirement Income Plan (the Retirement Plan)

    Effective December 31, 2014, years of credited service and plan compensation in the Retirement Plan was frozen for the eligible named executive officers. Under the terms of the Retirement Plan, a Company participant becomes fully vested in his or her accrued pension benefit after five years of credited service. All eligible named executive officers are vested in the Retirement Plan. Participants may retire as early as age 55 with 10 years of service. Unreduced benefits are available when a participant attains the earlier of age 65 with 5 years of vesting service or age 62 with 30 years of vesting service. Otherwise, benefits are reduced 3% for each year by which retirement precedes the attainment of age 65 or are reduced actuarially in accordance with the terms of the Retirement Plan and federal law if payment occurs before age 55. Pension benefits earned are payable in the form of a lifetime annuity or can be collected as a lump sum benefit. Married individuals may receive a reduced benefit paid in the form of a qualified joint and survivor annuity.

  291. Non-Qualified Retirement Plan

    Non-Qualified Retirement Plan Effective December 1, 1989, the Board of Directors adopted a supplemental benefits plan for salaried employees of the Company. On December 1, 2014, the Board of Directors adopted an amended benefits plan for salaried employees of the Company (the Non-Qualified Pension Benefit Plan). The Non-Qualified Pension Benefit Plan is a plan that is intended to provide an additional pension benefit to Company participants in the Retirement Plan and their beneficiaries whose benefits under the Retirement Plan are adversely affected by the ERISA limitations described above. Effective December 31, 2014, the Non-Qualified Pension Benefit Plan was amended to include credited service and plan compensation that the named executive officers would have otherwise accrued under the Retirement Plan if their benefit had not been frozen in the Retirement Plan. In addition, deferred compensation is excluded from the Retirement Plan compensation definition but is included in the calculation of benefits under the Non-Qualified Pension Benefit Plan. Effective December 30, 2025, the Non-Qualified Pension Benefit Plan has been terminated. The benefit under the Non-Qualified Pension Benefit Plan is equal to the difference between:

  292. Non-Qualified Retirement Plan

    | (i) the amount of the benefit the Company participant would have been entitled to under the Retirement Plan absent such ERISA limitations, absent the freezing of plan compensation and credited service, and including deferred compensation in the final average earnings calculation; and |

  293. Non-Qualified Retirement Plan

    | (ii) the amount of the benefit actually payable under the Retirement Plan. |

  294. Non-Qualified Retirement Plan

    Participants may retire as early as age 55 with 10 years of service under the Non-Qualified Pension Benefit Plan. Unreduced benefits are available when a participant attains the earlier of age 65 with 5 years of service or age 62 with 30 years of service. Otherwise, benefits are reduced 3% for each year by which retirement precedes the attainment of age 65. Pension benefits earned under the Non-Qualified Pension Benefits Plan are payable in the form of a lump sum, unless an alternative election is made. An alternative election may be made such that benefits are paid as an annuity for life (and the life of the participant’s spouse upon death), in a series of installments or under certain circumstances transferred at separation from employment to up to five separate distribution accounts under the Company’s Executive Deferral Plan. Due to the termination of the Non-Qualified Pension Benefit Plan, all remaining benefits will be paid to participants as a lump sum by the end of 2026, as required by the plan Messrs. Franklin and Luning earned benefits under the Non-Qualified Pension

  295. Non-Qualified Retirement Plan

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 78 |

  296. Non-Qualified Retirement Plan

    Benefit Plan until December 31, 2025 and are fully vested in those benefits. Mr. Franklin and Mr. Luning are currently eligible to retire under the Non-Qualified Pension Benefit Plan. Messrs. Huwar and Schuller and Ms. Arnold do not earn any benefits under the Non-Qualified Pension Benefit Plan. In 2009, the Company began to fund the Non-Qualified Pension Benefit Plan through the use of trust-owned life insurance.

  297. Actuarial Assumptions used to Determine Values in the Pension Benefits Table

    Actuarial Assumptions used to Determine Values in the Pension Benefits Table The amounts shown in the Pension Benefits Table above are actuarial present values of the benefits accumulated through the date shown. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount, which, if invested today at the discount rate, would be sufficient on an average basis to provide estimated future payments based on the current accumulated benefit. Assumptions used to determine the values are the same as those disclosed on the Company’s financial statements as of those dates with the exception of the assumed retirement age and the assumed probabilities of leaving employment prior to retirement. Retirement was assumed to occur at the earliest possible unreduced retirement age (or current age, if later) for each plan in which the executive participates. For purposes of determining the earliest unreduced retirement age, service was assumed to be granted until the actual date of retirement. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age. The key assumptions included in the calculations are as follows:

  298. Retirement Age

    Retirement Age

  299. Retirement Age

    | | December 31, 2025 (Qualified Plan) | December 31, 2024 | | Discount Rate | 5.45% | 5.64% | | Retirement Age | | | | Franklin | 62 | 62 | | Luning | 65 | 65 | | Termination, pre-retirement mortality and disability rates | None | None | | Post-Retirement Mortality | 40% of the present value for the Retirement Plan is calculated using the PRI-2012 gender specific nondisabled annuitant mortality tables projected generationally from 2012 with Scale MP-2021 improvements. 60% of the present value of the Retirement Plan is calculated using a 50% male and a 50% female blended PRI-2012 nondisabled annuitant mortality table projected generationally from 2012 with Scale MP-2021 improvements. | 40% of the present value for the Retirement Plan is calculated using the PRI-2012 gender specific nondisabled annuitant mortality tables projected generationally from 2012 with Scale MP-2021 improvements. 60% of the present value of the Retirement Plan and 100% of the present value for the Non-Qualified Pension Plan is calculated using a 50% male and a 50% female blended PRI-2012 nondisabled annuitant mortality table projected generationally from 2012 with Scale MP-2021 improvements. |

  300. Retirement Age

    Actuarial Assumptions used to Determine Values in the Pension Benefits Table as of December 31, 2025 (Nonqualified Pension) The lump sums were calculated using the lump sum basis as prescribed in the Nonqualified Pension Plan for 2025 distributions. This includes segment interest rates of 4.17% for the first 5 years, 4.76% for the next 15 years, and 5.25% for years 20+. Mortality is as described in the qualified pension plan for lump sum distributions in 2025 (The applicable unisex mortality table as specified under IRC section 417(e)(3) for minimum lump sum payments commencing in 2025. Interest has been applied from December 30, 2025 plan termination date to the Payment Date of December 30, 2026 at a rate of 4.17%, and discounted to December 31, 2025 at 5.45% Please note the following with regard to the incremental pension value above that included in the Pension Benefits Table upon retirement, termination, death and disability:

  301. Retirement Age

    | * Upon retirement, the benefits for Mr. Franklin and Mr. Luning are payable as an immediate lump sum from the qualified pension plan. Benefits have been reduced for early commencement by 3% per year of commencement prior to age 65. Retiree medical plan eligibility is age 55 with 15 years of service. |

  302. Retirement Age

    | ESSENTIAL UTILITIES, INC. 2026 PROXY STATEMENT | 79 |

  303. Retirement Age

    | Executive Compensation Tables | Non-Qualified Deferred Compensation |

  304. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  305. Non-Qualified Deferred Compensation

    | Name | Registrant Contributions in Last FY ($)(1) | Individual Contributions in Last FY($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Franklin | 20,344 | — | 25,584 | (23,931) | 203,467 | | Schuller | 58,795 | — | 64,512 | — | 429,972 | | Luning | 3,156 | — | 16,467 | — | 145,636 | | Arnold | 21,435 | 76,725 | 93,819 | (132,435) | 736,255 | | Huwar | 1,693 | 78,413 | 6,261 | — | 166,096 |

  306. Non-Qualified Deferred Compensation

    | (1) The Company’s and the named executive officers’ contributions to this plan are included in the base salary and bonus earned in 2025 in the Summary Compensation Table. |

  307. Non-Qualified Deferred Compensation

    | (2) In 2025, the deferred amounts were invested in mutual funds chosen by the participant under a trust-owned life insurance policy maintained by the Company to fund the Executive Deferral Plan. The earnings shown in this column include the earnings on those mutual funds. |

  308. Non-Qualified Deferred Compensation

    | (3) Prior year contributions were reflected in the Summary Compensation Table for prior years. |

  309. Non-Qualified Deferred Compensation

    Employees with total projected W-2 compensation for 2025 in excess of $180,000 were eligible to participate in the Company’s Executive Deferral Plan for 2025. Participants may defer up to 90% of their salary and 90% of their non-equity incentive compensation under the Company’s Annual Cash Incentive Compensation Plan. At the time the participant elects to make a deferral under the Executive Deferral Plan, the participant is also required to elect the form of payment with respect to the amounts deferred for the upcoming calendar year. If a separation distribution account is elected, the participant may choose to receive his or her distribution in either a lump sum payment or, subject to certain requirements, in annual installments over 2 to 15 years. If a flexible distribution account is elected, the participant will receive his or her distribution in a lump sum payment. The executive officers, including the named executive officers, may not commence the receipt of their account balances and the earnings on these deferrals sooner than the first day of the seventh month following the date of the executive’s separation from employment. Potential Payments Upon Termination or Change-In-Control

  310. Death

    Death Vested benefits under the Retirement Plan are payable to the participant’s surviving spouse as a single life annuity upon the death of the participant. The benefit will be paid to the spouse as early as the deceased participant’s earliest retirement age (age 55 with ten years of service or age 65). The benefit will be equal to 75% of the benefit calculated as if the participant had separated from service on the date of death (assumed to be December 31, 2025 in the tables on pages 77 through 79), survived to the earliest retirement age and retired with a qualified contingent annuity. Vested benefits under the Non-Qualified Pension Benefit Plan are payable to the participant’s surviving spouse as a lump sum (or in certain cases transferred to the Company’s Executive Deferral Plan) upon the death of the participant. The benefit will be equal to 75% of the benefit calculated as if the participant had separated from service on the date of death (assumed to be December 31, 2025 in the tables on pages 77 through 79), survived to the earliest retirement age and retired with a qualified contingent annuity. For each of the participants, the total present value of pension benefits payable upon death is less than the amount shown in the Pension Benefits Table. For purposes of the benefit calculations shown, spouses are assumed to be three years younger than the participant. As stated earlier, the Non-Qualified Pension Benefit Plan was terminated December 31, 2025. Plan benefits will be paid out at the end of December 2026.