2023 11K

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Note 1 - Description of Plan

The following description of the Essential Utilities, Inc. 401(k) Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan sponsored by Essential Utilities, Inc. (the “Plan Sponsor” and the “Plan Administrator”). Direct and indirect subsidiaries of Essential Utilities, Inc. that adopt the Plan are participating employers. All participating employers are referred to herein as the “Company”. The Plan is designed to conform to all of the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and with the applicable provisions of the Internal Revenue Code (“IRC”) and the regulations thereunder.

Fidelity Management Trust Company (“Fidelity” or “Trustee”) serves as the trustee and recordkeeper for the Plan.

Eligibility

Covered employees are any employees of the Company other than: (i) bargaining unit employees unless their union contract provides for participation in the Plan, (ii) leased employees, (iii) nonresident aliens, and (iv) persons performing services who are classified by the Company as other than common law employees. Any seasonal employee shall become a participant in the Plan as of the first day of a calendar quarter coincident with or next following the date on which the employee first completes one year of service, provided the employee is a covered employee on such date.

The following are the groups of covered employees in the Plan:

Group 1 Covered Employee: Any covered employee who was a participant in the Aqua America, Inc. Thrift Plan on December 31, 2007. The only employees who can commence participation as Eligible Group 1 Employees after December 31, 2017, are employees who were employed by the Philadelphia Suburban Division of Aqua Pennsylvania, Inc. on March 31, 2003, and were represented by Local 473 of the International Brotherhood of Fireman and Oilers on such date, who have remained continuously employed by Aqua Pennsylvania, Inc. as an employee represented by Local 473 and the successors thereto (currently Local 542 of the Internal Union of Operating Engineers) and who are transferred to a position with Aqua Pennsylvania, Inc. or a participating affiliated company in which they cease to be represented by Local 542 or any other union. Participation as an Eligible Group 1 Employee begins on the date of such change in status.

Group 4 Covered Employee: Any covered employee who was a participant in the Personal Savings Plan for Local 473 Employees of the Philadelphia Suburban Division of Aqua Pennsylvania, Inc. on December 31, 2007.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Group 6 Covered Employee: Any covered employee (i) whose date of hire or rehire with Aqua Ohio Water Company was on or after January 1, 2001 and (ii) who is represented by one of the following unions: the International Union of Operating Engineers Local Union 18S (Tiffin District) except an employee hired on or after October 31, 2013, Utility Workers Union of America, AFL-CIO Local Union No. 434 (Marion District), and Utility Workers Union of America, AFL-CIO Local No. 397 (Ashtabula District). In addition, any covered employee (i) whose date of hire with Aqua Ohio Water Company was prior to January 1, 2001, (ii) who has remained continuously employed by Ohio-American Water Company and, after April 30, 2012, by Aqua Ohio Water Company, and (iii) who is represented by one of the following unions: the International Union of Operating Engineers Local Union 18S (Tiffin District), Utility Workers Union of America, AFL-CIO Local Union No. 434 (Marion District), and Utility Workers Union of America, AFL-CIO Local No. 397 (Ashtabula District).

Group 8 Covered Employee: In general, an employee is a Group 8 Covered Employee if they are not a Group 1, 4, 6, PNG Salaried, PNG Union or Delta Covered Employee (as defined by the Plan) and not covered by a collective bargaining agreement.

Group 9 Covered Employee: In general, an employee is a Group 9 Covered Employee if the participant is not a Group 1, 4, 6, 8, PNG Salaried, PNG Union or Delta Covered Employee (as defined by the Plan) and the terms and conditions of the participant’s employment are subject to a collective bargaining agreement.

PNG Salaried Group Covered Employee: Any covered employee (i) who was a participant in the PNG Salaried Plan on June 30, 2022, and (ii) any employee who was employed on June 30, 2022, as a covered employee under the terms of the PNG Salaried Plan as then in effect, who satisfies the eligibility requirements after June 30, 2022, provided he or she has remained continuously employed by the Company through entry date.

PNG Union Group Covered Employee: Any Covered Employee (i) who was a participant in the PNG Union Plan on June 30, 2022, and (ii) any Employee who was employed on June 30, 2022, as a covered employee under the terms of the PNG Union Plan as then in effect, who satisfies the eligibility requirements after June 30, 2022, provided he or she has remained continuously employed by an Employer from June 30, 2022, through entry date.

Delta Group Covered Employee: Any covered employee (i) who was a participant in the Delta Plan on June 30, 2022, and (ii) any employee who was employed on June 30, 2022, as a covered employee under the terms of the Delta Plan as then in effect, who satisfies the eligibility requirements after June 30, 2022, provided he or she has remained continuously employed by the Company through entry date.

Contributions

Automatic Enrollment and Escalation

Any newly hired or rehired eligible employee is automatically enrolled in the Plan into a retirement date fund at a deferral of 6%, as soon as practical following a 30-day period, unless they elect

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

otherwise. On April 1 each year, there is an automatic escalation of 1% to the participants’ deferral rate until the deferral rate reaches 10%, unless elected otherwise.

Employee Deferral Contributions

Participants may elect to contribute to the Plan from 1% to 75% of their eligible compensation on a pre-tax basis, an after-tax basis, a Roth after-tax basis, or a combination of these three, as defined by the Plan, up to the annual maximum permitted under applicable laws and regulations governing 401(k) plans. The maximum amount of allowable deferral contributions as set by the Internal Revenue Service (“IRS”) was $22,500 in 2023.

The Plan also allows participants who are age 50 or who will attain age 50 prior to the end of the Plan year to make additional deferral (“Catch-Up”) contributions, provided the participant made the maximum amount of deferral contributions permitted under the Plan. The maximum allowable Catch-Up contribution was $7,500 in 2023.

Plan participants may make transfers between funds or suspend their contributions at any time. They may also contribute amounts representing distributions from other qualified defined benefit or contribution plans (“Rollovers”). Participants can direct, at the time they enroll in the Plan, that their salary deferral and voluntary contributions be invested entirely in one of the funds offered by the Plan or divided among the funds. The Plan also permits participants to acquire an interest in Essential Utilities, Inc. common stock. Participants may change their investment allocation instructions and reinvest their contributions into a different fund or funds at any time. Participants may convert all or a portion of the vested portion of their account, excluding outstanding loans, to Roth deferral contributions.

Employer Matching Contributions

Group 1: The Company will make a matching contribution for each Plan year equal to 50% of the first 6% of a participant’s eligible compensation that is contributed to the Plan as a pre-tax deferral contribution or a Roth deferral contribution.

Group 4: The Company will make a matching contribution for each Plan year equal to 50% of the first 4% of a participant’s eligible compensation that is contributed to the Plan as a pre-tax deferral contribution or a Roth deferral contribution.

Group 6: The Company will make a matching contribution for each Plan year equal to 100% of the first 3% of a participant’s eligible compensation that is contributed to the Plan and 50% of the next 2% of a participant’s compensation that is contributed to the Plan as a pre-tax deferral contribution or a Roth deferral contribution.

Employer matching contribution, including the match enhancement for participants in Group 6 shall be an amount equal to the sum of:

(a) the least of (i) 6% of the participant’s eligible salary, (ii) the amount contributed by the employer as a deferral contribution on behalf of a participant pursuant to a compensation reduction election, and (iii) 6% of the dollar limit in effect; and,

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

(b) an amount equal to 100% of participant’s excess deferral contributions which do not exceed 3% of the participant’s excess compensation, plus 50% of the participant’s excess deferral contributions which exceed 3% but do not exceed 5% of the participant’s excess compensation.

● Groups 8 and 9: The Company will make a matching contribution for each Plan year equal to 100% of the first 2% of the participant’s eligible compensation that is contributed to the Plan as a pre-tax deferral contribution or a Roth deferral contribution. The Company will also make a matching contribution equal to 50% of the next 4% of eligible compensation that is contributed as a pre-tax deferral contribution or a Roth deferral contribution.

The Company may make an enhanced match: (1) for Group 8 participants., and, (2) for other participants in Group 9, effective at such date as may be specified in advance by the Plan Administrator; which, together with the employer matching contributions, would total to an amount of up to 6% of the annual compensation limit pursuant to IRC Section 401(a)(17) in effect for the Plan year.

PNG Salaried Group Covered Employees: For eligible compensation paid, the Company will make the following matching contributions:

with respect to non-union employees and USW Customer Service Representatives, an amount equal to 125% of the first 5% of the employee’s eligible compensation that is contributed to the Plan as a pre-tax deferral contribution, Roth deferral contribution or as a voluntary contribution; and,

with respect to salaried employees covered by a collective bargaining agreement with the International Brotherhood of Electrical Workers, AFL-CIO-CFL, Local 29 that provides for his or her participation in the Plan, an amount equal to 50% of the first 6% of the employee’s eligible compensation that is contributed to the Plan as a pre-tax deferral contribution, Roth deferral contribution or as a voluntary contribution.

PNG Union Group Covered Employees: For eligible compensation paid, the Company will make a matching contribution equal to 100% of participant salary deferrals, Roth deferrals, and after-tax voluntary contributions up to 6% of eligible compensation of participants.

Delta Group Covered Employees: For eligible compensation paid, the Company will make a matching contribution equal to 100% of participant’s pre-tax deferral contributions or a Roth deferral contributions to the Plan up to a maximum of 6% of the participant’s eligible compensation.

Matching contributions are initially invested in accordance with the participant’s investment elections, unless the participant made a one-time election to have contributions initially invested in Essential Utilities, Inc. common stock. If the provisions of an applicable collective bargaining agreement conflict with the provisions of the Plan, the provisions of the collective bargaining agreement shall take precedence to the extent such provisions are permitted under applicable law.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Discretionary Contributions

The Company may make additional discretionary contributions to the Plan for the benefit of active participants. Discretionary contributions are allocated to active Group 1, Group 8, Group 9, PNG Salaried, PNG Union and Delta Group participant accounts on a pro-rated basis based on each participant’s compensation compared to the compensation of all active participants in Group 1, Group 8, Group 9, PNG Salaried, PNG Union and Delta Group. The other groups in the Plan are not eligible for discretionary contributions. This discretionary contribution is made to the Plan in the form of cash into participant directed accounts. The Company did not make any discretionary contributions during 2023.

Non-Discretionary Contributions

The Company will make additional non-discretionary contributions of 5.25% of eligible hourly wages to the Plan for the benefit of active Group 6 participants who qualify for a Company matching contribution, defined as 100% of the first 3% and 50% of the next 2% of eligible compensation contributed. The Company made such non-discretionary contributions for 2023 of $81,959.

Employer Performance Contributions

The Company may, at its discretion, make an employer performance contribution on behalf of eligible participants if certain established performance goals are achieved. Any performance contributions will be initially invested in Company stock. The Company did not make any performance contributions during 2023.

Year-End Corporate Contribution

The Company may make a discretionary year-end corporate contribution, of up to 3% of an employee’s eligible compensation, for participants of Groups 8, 9 and Delta Group who were employed on the last day of the Plan year. This contribution is made into participant-directed accounts. The Company made a year-end corporate contribution for 2023 in the amount of $3,501,398.

Profit Sharing Contribution

The Company shall make a profit-sharing contribution as follows:

with respect to PNG Salaried Covered Employees that are non-union employees and USW Customer Service Representatives, an amount that is equal to 3% of a participant’s eligible compensation for the Plan year;

with respect to PNG Salaried Covered Employees that are covered by a collective bargaining agreement with the International Brotherhood of Electrical Workers, AFL-CIO-CFL, Local 29, an amount that is equal to 6% of the participant’s eligible compensation for the Plan year;

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

with respect to PNG Union Covered Employees, an amount that is equal to 6% of the participant’s eligible compensation for the Plan year.

During 2023, the Plan made profit sharing contributions to the PNG Salaried and Union Covered Employees totaling $5,750,440.

Other Contributions / Accounts

The Plan has an Administrative Budget account which is comprised of funds from the Plan’s previous trustee, T. Rowe Price Trust Company, and designated to be used only for payment of permissible Plan expenses or allocation to participants. During the year ended December 31, 2023, the Plan used $176,189 from the Administrative Budget Account to pay certain Plan expenses. The balance in the Administrative Budget account was $41,662 and $210,426 as of December 31, 2023 and 2022, respectively.

The Plan has a “Revenue Credit Program” with Fidelity. When recordkeeping revenue earned in connection with plan services exceeds agreed-upon compensation, the Plan Sponsor can deposit excess revenue, regardless of source, in a revenue credit account. These funds can be used to pay ERISA-qualified expenses or can be allocated to eligible participant accounts. Revenue credits received in 2023 totaled $76,576. During 2023, the revenue credit account earned dividends of $2,323. As of December 31, 2023 and 2022, the balance in the Revenue Credit Program account was $78,899 and $0, respectively.

Participants’ Accounts

Each participant’s account is credited with the participant’s contribution, employer’s contributions, and charged with withdrawals, an allocation of Plan earnings and losses and an allocation of administrative expenses, if not paid from the forfeiture account, the Administrative Budget account or the Revenue Credit Program account. Allocations are based on participant contributions or account balances, as defined by the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting

Each participant will always be 100% vested in the balances in their deferral contribution, voluntary contribution, discretionary contribution, employer performance contribution, and rollover contribution accounts. Group 8 and Group 9 covered employees become 100% vested in their employer matching and employer profit sharing/corporate contributions after three years of service*. Group 6 covered employees become 100% vested in their employer non-discretionary contribution upon completing a year of service*. PNG Salaried and PNG Union covered employees become 100% vested in their employer matching contribution and profit sharing accounts following the completion of three years of service**.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Vesting for Group 1 and Group 4 covered employees’ employer matching contributions is in accordance with the following schedule:

.

Years of Service *		% Vested
Less than 2		0%
2 but less than 3		20%
3 but less than 4		40%
4 but less than 5		60%
5 but less than 6		80%
6 or more		100%

Delta covered employees become 100% vested in their Essential 401(k) Plan matching contribution accounts following the completion of three years of service**. Vesting for Delta covered employees’ Delta Plan matching contribution accounts is in accordance with the following schedule:

Years of Service		% Vested
Less than 1		0%
1 but less than 2		20%
2 but less than 3		40%
3 but less than 4		60%
4 but less than 5		80%
5 or more		100%

Vesting for Delta covered employees’ Delta Plan profit sharing contribution accounts is in accordance with the following schedule:

Years of Service**		% Vested
Less than 2		0%
2 but less than 3		20%
3 but less than 4		40%
4 but less than 5		60%
5 but less than 6		80%
6 or more		100%


*	Effective July 1, 2022, a “year of service” for vesting purposes is based on anniversary date.
**	“Year of service” for vesting purposes shall mean periods on or after July 1, 2022 and period of service for vesting credited under their predecessor plan as of June 30, 2022.

Common Stock

Matching contributions and performance contributions are made in the form of cash. Discretionary contributions may be made in cash into participant directed accounts. Each participant may elect to transfer amounts in their account invested in common stock to another investment option under the Plan, subject to procedures established by the Plan Administrator.

Participants who are 100% vested in employer contributions have an opportunity to elect that any dividends with respect to Essential Utilities, Inc. common stock held be paid in cash to the participant’s account or allocated to their investment mix held by the Trustee rather than allocated to their account for investment in additional shares of Essential Utilities, Inc. common stock.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Payment of Benefits

Distributions from the Plan are normally made shortly after the participant’s retirement, disability, or death. If the participant’s account balance does not exceed $1,000, the participant will receive a lump-sum distribution as soon as practicable following termination of employment. If the account balance is less than $5,000 and the participant does not elect to receive the distribution directly, then the Trustee will pay the distribution in a direct rollover to an individual retirement plan designated by the Plan Administrator. Withdrawals will be made in cash or shares of Essential Utilities, Inc. common stock, to the extent permitted by law. Under certain circumstances, a participant may withdraw all or a portion of the employee contributions while still employed.

Notes Receivable from Participants

Participants may borrow funds from their account balance in amounts that do not exceed the lesser of $50,000 or 50% of their vested account balance for a period not to exceed five years, unless the note is used to purchase the participant’s principal residence. Participants are only allowed to have one loan, with the exception of loans assumed from acquired plans in which the participant would be required to pay-off prior loans before taking new loan. Repayment for active employees is made through payroll deductions. All new notes receivable are issued at an interest rate of prime plus 1%. The notes are secured by the balance in the participant’s account and bear interest at rates that range from 4.25% to 8.50%.

Plan Forfeitures

Participants who take a distribution prior to being fully vested forfeit their portion of non-vested employer contributions unless they resume employment as a Covered Employee and repay the full amount of the distribution to the Plan prior to the earlier of (a) five years after the date on which they were reemployed, or (b) the close of the first period of five consecutive one-year breaks in service, commencing after the distribution, in which case the non-vested amount, unadjusted by any subsequent gains or losses, shall be restored.

Forfeited non-vested accounts are used first to restore any non-vested amounts and shall then be applied as promptly as practicable to reduce employer contributions and/or to pay Plan administrative expenses. During the year ended December 31, 2023, employer matching contributions were reduced by $777,091 and administrative expenses were reduced by $446,199 from forfeited non-vested accounts. As of December 31, 2023 and 2022, the balance in the forfeiture account was $75,076 and $653,384, respectively.

Note 2 - Summary of Significant Accounting Policies

A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:

Basis of Accounting

The accompanying financial statements have been prepared using the accrual basis of accounting.

Use of Estimates

The preparation of the financial statements, in conformity with accounting principles generally accepted in the United States of America, requires Plan management to make estimates and

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

assumptions that affect the reported amounts of assets and liabilities and disclosure at the date of the financial statements, as well as reported amounts of additions and deductions during the reporting period. Significant estimates include the determination of the fair value of Plan assets. Actual results could differ from these estimates.

Administration

The Plan is administered by the Retirement and Employee Benefits Committee (the “Committee”) consisting of three or more individuals selected by and who may be removed at any time by the Board of Directors of Essential Utilities, Inc. The Committee members may be employees of Essential Utilities, Inc. and may be participants in the Plan. The Committee members receive no compensation from the Plan for their services in such capacity. The Committee has extensive administrative powers in connection with the Plan, including authority to interpret the provisions of the Plan, to adopt rules for its administration and to make other decisions with respect to the Plan.

The Trustee for the Plan invests the Plan’s funds as instructed by participants. The Trustee invests funds received from contributions, investment sales, interest, and dividend income and makes distribution payments to participants.

Certain administrative expenses of the Plan are paid by the Company. The Company may, at its discretion, elect to have certain administrative expenses reimbursed by the forfeiture account, Administrative Budget, or Revenue Credit Program account funded by the Trustee.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Committee determines the Plan’s valuation policies utilizing information provided by the investment advisors and Trustee. See Note 3 – "Fair Value Measurements" for a discussion on fair value measurements.

On occasion, trades or fund exchanges initiated by a Plan participant may not settle by the last day of a calendar year but will settle in the subsequent Plan year. In that event, the participant’s account is credited with the cash value of such trades and fund exchanges and the cash is reported as cash and cash equivalents on the Statements of Net Assets Available for Benefits.

Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Realized gains and losses on the sale of Essential Utilities, Inc. common stock are based on average cost of the securities sold. Net appreciation includes the gains and losses on investments bought and sold as well as held during the year. Purchases and sales are recorded on a trade-date basis.

Investment Fees

Net investment returns reflect certain fees paid to the investment advisors, transfer agents, and others as further described in each fund prospectus or other published documents. These fees are deducted prior to allocation of the Plan’s investment activity and thus are not separately identifiable as an expense.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are recorded as distributions based upon the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2023 and 2022.

Payment of Benefits

Benefits are recorded when paid.

Income Taxes

The Plan is exempt from federal income taxes under the IRC.

Note 3 - Fair Value Measurements

The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the valuation inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to the Plan for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, quoted market prices in inactive markets for identical or similar assets, and other observable inputs.

Level 3 - Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and similar techniques.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the valuation techniques used to measure fair value for the years ended December 31, 2023 and 2022.

Essential Utilities, Inc. common stock is valued at the closing price reported on the active market on which the stock is traded.

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily Net Asset Value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

The Stable Value Common Trust Fund (the “Trust”) is comprised primarily of investment contracts that are valued at the NAV of units of the Trust. The NAV is used as a practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. Participant transactions (purchases and sales) may occur daily.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value:




		Level 1
		December 31, 2023		December 31, 2022

Mutual funds	$	472,962,759	$	393,868,371
Essential Utilities, Inc. common stock		44,881,156		63,071,156

Investments Measured Using NAV per Share Practical Expedient

The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of December 31, 2023 and 2022, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.




							Redemption
		2023		2022		Unfunded	Frequency (if	Redemption
		Fair Value		Fair Value		Commitment	currently eligible)	Notice Period

Common Trust Fund	$	26,839,344	$	33,128,724	$	-	Daily	12 or 30 months

Note 4 - Related Party and Party-in-Interest Transactions

Certain of the Plan’s investments are shares of mutual funds managed by the Trustee, therefore, these transactions qualify as party-in-interest transactions. Investment management fees paid to the Trustee during 2023 were netted against investment returns. Participants may also elect to invest in the common stock of the Plan Sponsor. These transactions qualify as related party and party-in-interest transactions. Total purchases at market value related to the common stock of the Plan Sponsor in 2023 were $7,322,802 (186,393 shares). Total sales at market value related to the common stock of the Plan Sponsor in 2023 were $12,526,672 (306,211 shares). As of December 31, 2023 and 2022, the market value of the Plan’s investment in the common stock of the Plan Sponsor amounted to $44,881,156 (1,201,558 shares) and $63,071,156 (1,321,376 shares), respectively. Additionally, the Plan issues loans to participants, which are secured by the participants’ account balances. These transactions qualify as party-in-interest transactions. Certain members of Essential Utilities, Inc. management perform administrative and fiduciary duties for the Plan that qualify them as parties-in-interest and/or related parties of the Plan. Transactions between such members of management were routine in nature and conducted pursuant to the Plan’s provisions as of and during the year ended December 31, 2023.

Essential Utilities, Inc. 401(k) Plan

Notes to Financial Statements

December 31, 2023 and 2022

Note 5 - Plan Termination

Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their Company contributions.

Note 6 - Tax Status

The IRS issued a determination letter dated September 8, 2015, which stated that the Plan and related trust qualified under applicable provisions of the IRC and, therefore, are exempt from federal income taxes. The Plan has been amended since receiving the latest determination letter. The Plan Administrator and the Plan’s counsel believe that the Plan is currently designed and being operated in compliance with applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2020.

Note 7 - Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Essential Utilities, Inc. 401(k) Plan

Form 5500 - Schedule H - Line 4i

Schedule of Assets (Held at End of Year)

EIN: 23-1702594

PN: 005

December 31, 2023

Current

( a )

Identity of Issue ( b )

Description of Investment ( c )

Cost ( d )

Value ( e )

Mutual Fund

American Funds EuroPacific Growth Fund

N/A

3,773,788

Mutual Fund

Blackrock Midcap Growth Equity Instl

N/A

2,492,041

Mutual Fund

Dodge & Cox International Stock Fund

N/A

4,349,983

Mutual Fund

JP Morgan US Equity Fund R6

N/A

6,755,202

Mutual Fund

MFS Massachusetts Inv Gr Stk

N/A

7,631,150

Mutual Fund

Neuberger Berman Genesis Fund, Instl

N/A

1,977,759

Mutual Fund

T. Rowe Price Retirement 2005 Fund

N/A

645,565

Mutual Fund

T. Rowe Price Retirement 2010 Fund

N/A

932,845

Mutual Fund

T. Rowe Price Retirement 2015 Fund

N/A

5,586,205

Mutual Fund

T. Rowe Price Retirement 2020 Fund

N/A

24,322,724

Mutual Fund

T. Rowe Price Retirement 2025 Fund

N/A

48,553,401

Mutual Fund

T. Rowe Price Retirement 2030 Fund

N/A

81,590,492

Mutual Fund

T. Rowe Price Retirement 2035 Fund

N/A

58,166,922

Mutual Fund

T. Rowe Price Retirement 2040 Fund

N/A

40,647,743

Mutual Fund

T. Rowe Price Retirement 2045 Fund

N/A

38,251,292

Mutual Fund

T. Rowe Price Retirement 2050 Fund

N/A

39,956,320

Mutual Fund

T. Rowe Price Retirement 2055 Fund

N/A

27,476,932

Mutual Fund

T. Rowe Price Retirement 2060 Fund

N/A

13,052,429

Mutual Fund

T. Rowe Price Retirement 2065 Fund

N/A

2,836,359

Mutual Fund

T. Rowe Price QM US Small-Cap Growth Equity Fund

N/A

3,405,204

Mutual Fund

T. Rowe Price Retirement Balanced Fund

N/A

341,760

Essential Utilities, Inc. 401(k) Plan

Form 5500 - Schedule H - Line 4i

Schedule of Assets (Held at End of Year)

EIN: 23-1702594

PN: 005

December 31, 2023

( a )

Identity of Issue ( b )

Description of Investment ( c )

Cost ( d )

Current Value (e)

Mutual Fund

Vanguard Mid-Cap Index Fund, Admiral

N/A

4,147,860

Mutual Fund

Vanguard Small-Cap Index Fund, Admiral

N/A

3,578,972

Mutual Fund

Vanguard Treasury Money Market

N/A

3,456,821

Mutual Fund

Vanguard Total International Stock Index Fund

N/A

2,600,263

Mutual Fund

Vanguard Windsor II Fund

N/A

7,867,037

Mutual Fund

Vanguard 500 Index Fund, Admiral

N/A

21,136,613

Mutual Fund

Amer Beac Small Cap Val Inst

N/A

843,478

Mutual Fund

PGIM Total Return Bond Z (Prudential)

N/A

9,032,368

Mutual Fund

Fidelity Value Fund K

N/A

2,876,503

Mutual Fund

Fidelity Balanced K Fund

N/A

4,676,728

472,962,759

Common Stock

Essential Utilities, Inc. common stock

N/A

44,881,156

Common Trust Fund

T. Rowe Price Stable Value Common Trust Fund

N/A

25,347,753

Common Trust Fund

Morley Stable Value

N/A

1,491,591

Participant loans**

Interest rates 4.25% to 8.50% (maturity date range from 2023 to 2054)

9,556,609

554,239,868



*	A party-in-interest as defined by ERISA
**	The accompanying financial statements classify participant loans as notes receivable from participants
N/A	Cost information omitted for participant-directed investments


		Page
Report of Independent Registered Public Accounting Firm		1
Financial Statements
	Statements of Net Assets Available for Benefits	3
	Statement of Changes in Net Assets Available for Benefits	4
	Notes to Financial Statements	5
Supplementary Information
	Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)	17
Signature		19
Exhibit Index		20
	Consent of Schneider Downs & Co., Inc.




		2023		2022

Assets

Investments, at fair value	$	544,683,259	$	490,068,251

Receivables:
Employer contributions receivable		4,173,914		4,186,423
Participant contributions receivable		88,127		258,637
Notes receivable from participants		9,556,609	A1	8,907,328

Total receivables		13,818,650		13,352,388

Cash and cash equivalents		-	A1	231

Total assets		558,501,909		503,420,870

Liabilities

Accrued expenses		99,195		171,963

Total liabilities		99,195		171,963

Net Assets Available for Benefits	$	558,402,714	$	503,248,907

See notes to financial statements.



Additions
Investment income:
Net appreciation in fair value of investments	$		44,258,095
Interest and dividends			17,519,303
Total investment income			61,777,398

Interest income on notes receivable from participants		514,639

Contributions:
Employer		23,200,087
Participant		25,255,448
Participant rollovers		1,993,903
Total contributions		50,449,438

Total Additions		112,741,475

Deductions
Benefits paid to participants		57,039,905
Administrative expenses		547,763

Total Deductions		57,587,668

Net Increase in Assets Available for Benefits		55,153,807

Net Assets Available for Benefits, Beginning of Year		503,248,907

Net Assets Available for Benefits, End of Year	$	$558,402,714


		Essential Utilities, Inc. 401(k) Plan

Date: June 18, 2024

		/s/ Christopher P. Luning
		Christopher P. Luning
		Executive Vice President, General Counsel