Material Event Form 8 K

In connection with the offering (the "Offering") by Essential Utilities, Inc. (the "Company") of $500,000,000 principal amount of its 4.800% Senior Notes due 2027 (the "Notes"), the Company entered into an underwriting agreement, dated August 8, 2024 (the "Underwriting Agreement"), with PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.

The Offering is expected to close on or about August 15, 2024. The Notes will be issued and sold in a registered public offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-277563), including a prospectus supplement dated August 8, 2024, to the prospectus contained therein dated March 1, 2024, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.