AWK: Leadership change · Other company developments

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) The following with respect to certain compensatory plans and arrangements of American Water Works Company, Inc., a Delaware corporation (the “Company”), was approved by shareholders of the Company at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) held on May 13, 2026. Amendment and Restatement of American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan On February 18, 2026, based on the recommendation of the Executive Development and Compensation Committee (the “ED&CC”) of the Board of Directors of the Company (the “Board”), the Board unanimously approved amendments to, and a restatement of, the American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan (the “2017 Omnibus Plan”, and, as amended and restated, the “Amended 2017 Omnibus Plan”), subject to shareholder approval at the 2026 Annual Meeting. The purpose of the Amended 2017 Omnibus Plan is to incentivize eligible participants (including executive officers, and directors of the Company who are not employees of the Company or any subsidiary) to achieve the Company’s long-term business objectives by providing opportunities to earn equity awards tied to the Company’s long-term goals and continued employment with the Company. As noted in response to Item 5.07 below, the amendments to, and the restatement of, the 2017 Omnibus Plan were approved by the shareholders of the Company on May 13, 2026, and will be effective as of January 1, 2027. For a description of the material terms and conditions of the 2017 Omnibus Plan, as amended and restated (including specific performance goal criteria included therein), se