American States Water (NYSE: AWR) updates agents on $200 million ATM share program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American States Water Company entered into an amendment to its Equity Distribution Agreement, replacing Janney Montgomery Scott LLC with Huntington Securities, Inc. as a sales agent for its at-the-market equity program. Under this agreement, the company may offer and sell Common Shares with an aggregate offering price of up to $200 million, of which approximately $40.7 million remained available as of the amendment date. Sales may be made from time to time at the company’s sole discretion through several sales agents under its existing Form S-3 shelf registration and related prospectus documents.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/20/2026 - 04:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 20, 2026

AMERICAN STATES WATER COMPANY

(Exact Name Of Registrant As Specified In Charter)

CALIFORNIA

001-14431

95-4676679

(State or Other Jurisdiction of
Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

630 E. Foothill Boulevard

San Dimas, CA 91733-1212

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (909) 394-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American States Water Company Common Shares		AWR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On February 20, 2026, American States Water Company (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement, dated February 27, 2024 (the “Original Equity Distribution Agreement” and, together with the Amendment, the “Equity Distribution Agreement”), by and among the Company and Wells Fargo Securities, LLC (“Wells Fargo”), Janney Montgomery Scott LLC (“JMS”), RBC Capital Markets, LLC (“RBC”), and Siebert Williams Shank & Co., LLC in their capacities as sales agents (collectively, the “Sales Agents”), in order to replace JMS as Sales Agent thereunder with Huntington Securities, Inc. (“Huntington”).

In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its Common Shares, no par value per share, having an aggregate offering price of up to $200 million, of which approximately $40.7 million is remaining, from time to time at its sole discretion, in one or more transactions, to or through third-party sales agents in “at the market” offerings under the Company’s registration statement on Form S-3 (File No. 333-277365), including the prospectus, dated February 26, 2024 and the prospectus supplement, dated February 27, 2024, as supplemented on February 20, 2026, as the same may be further amended or supplemented.

The Sales Agents, Huntington and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Sales Agents, Huntington and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company including its subsidiary, Golden State Water Company (“GSWC”), for which they received or will receive customary fees and expenses. In particular, Wells Fargo and certain affiliates of Wells Fargo, as applicable, serve as joint lead arrangers, lenders or administrative agents with respect to the credit facilities of the Company and GSWC, and an affiliate of RBC serves as a lender with respect to the credit facility of the Company.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. For additional information regarding the Equity Distribution Agreement, see Item 1.01 “Entry Into a Material Definitive Agreement” in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2024, which is incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of common stock and shall not constitute an offer, solicitation or sale in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit Description

1.1	Amendment to Equity Distribution Agreement, dated February 20, 2026, by and among the Company, Wells Fargo Securities, LLC, Janney Montgomery Scott LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN STATES WATER COMPANY:

	/s/ Eva G. Tang
	Name:	Eva G. Tang
	Title:	Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer

Date: February 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did American States Water Company (AWR) change in its Equity Distribution Agreement?

American States Water Company amended its Equity Distribution Agreement to replace Janney Montgomery Scott LLC with Huntington Securities, Inc. as a sales agent. The agreement continues to govern at-the-market offerings of its Common Shares under the existing Form S-3 registration statement.

How much capacity remains under American States Water Company’s at-the-market equity program?

The Equity Distribution Agreement permits offerings of up to $200 million in Common Shares, with approximately $40.7 million remaining available. This unused capacity can be accessed in one or more transactions at the company’s discretion through its appointed sales agents.

Which firms serve as sales agents for American States Water Company’s at-the-market offerings?

Sales agents include Wells Fargo Securities, LLC, Huntington Securities, Inc., RBC Capital Markets, LLC, and Siebert Williams Shank & Co., LLC. These firms may handle at-the-market transactions in the company’s Common Shares under the Equity Distribution Agreement and related registration documents.

What registration statement supports American States Water Company’s at-the-market share sales?

The at-the-market share sales are conducted under a Form S-3 registration statement, File No. 333-277365. This registration is supported by a base prospectus dated February 26, 2024 and a prospectus supplement dated February 27, 2024, further supplemented on February 20, 2026.

Do the sales agents have other relationships with American States Water Company and its subsidiary?

Yes. Wells Fargo, RBC and their affiliates provide various financial services, including roles as joint lead arrangers, lenders or administrative agents for credit facilities of American States Water Company and Golden State Water Company. They receive customary fees and expenses for these services.

Does this 8-K from American States Water Company constitute an offer to sell its common stock?

No. The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy common stock, and no sale would occur where such activity is unlawful without proper registration or qualification under applicable state securities laws.

Filing Exhibits & Attachments

4 documents