Consolidated Water signs roughly $39.8M build deal

PERC’s completion deadline follows a 703-calendar-day schedule, and late completion can trigger daily damages capped at 5% of the contract price.

Rhea-AI Filing Summary

Consolidated Water Co. Ltd. (CWCO), through its U.S. subsidiary PERC Water Corporation, entered a fixed-price design-build agreement with the City of Pismo Beach valued at approximately $39.8 million, subject to contract adjustments. The agreement describes an initial production phase of approximately 500 acre-feet per year and design provisions for a future expansion to approximately 750 acre-feet per year; that expansion is excluded from the current scope. The accompanying release describes the approved scope as approximately 750 acre-feet per year.

PERC will design, construct, test and commission the facility and provide 600 hours of City staff training and support within six months after Substantial Completion; it is not obligated to operate the facility after the training period. Substantial Completion is due within 703 calendar days after services commence, with September 17, 2028 specified assuming notice to proceed on October 15, 2026. PERC expects construction to begin in spring 2027. The City pays approved monthly applications within 30 days and retains 5% of progress payments. Late completion carries liquidated damages of $2,500 per calendar day, capped at 5% of the contract price, approximately $2.0 million.

Filing Explained

Testing is a contractual completion gate; PERC carries specified project risks, with aggregate liability capped at fourteen million dollars.

The executed agreement places design, site and subsurface-condition risks on PERC, subject to limited relief, and identifies costs exceeding estimates as a risk under the fixed-price contract.

PERC must correct testing failures at its own expense until the specified performance criteria are met, and meeting those criteria is a condition of Substantial Completion. The agreement requires performance and labor-and-materials bonds each equal to 100% of the contract price and a warranty bond equal to 10%.

PERC’s aggregate liability is capped at $14.0 million; if the City terminates for convenience, PERC is entitled to payment for completed work and reasonable demobilization, but not lost profits or unabsorbed overhead. For specified uncured defaults, the City may terminate, and PERC would be liable for any excess of the City’s completion costs over the unpaid contract price.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Design-build contract price: Approximately $39.8 million Initial-phase production capacity: Approximately 500 acre-feet per year Future expansion production capacity: Approximately 750 acre-feet per year +4 more

7 metrics

Design-build contract price Approximately $39.8 million Fixed price, subject to adjustment under the agreement

Initial-phase production capacity Approximately 500 acre-feet per year Capacity described in the agreement

Future expansion production capacity Approximately 750 acre-feet per year Design provisions for a future expansion excluded from the current scope

Approved-scope production capacity Approximately 750 acre-feet per year Capacity described in the accompanying press release

Substantial Completion period 703 calendar days After commencement of services

Liquidated damages $2,500 per calendar day Applies if Substantial Completion is not achieved by the scheduled date

Liquidated damages cap 5% of the contract price, approximately $2.0 million Cap specified in the agreement

Key Terms

Substantial Completion, liquidated damages, retention, ultrafiltration, +2 more

6 terms

Substantial Completion technical

"achieve Substantial Completion within 703 calendar days"

Substantial completion is the point when a construction project or asset is finished enough to be used for its intended purpose, even though minor fixes or unfinished items remain. For investors this milestone often triggers major events like final payments, insurance/ liability shifts, the start of revenue generation, or release of retained funds—so it signals reduced construction risk and a move toward cash flow and returns, much like handing over car keys when the vehicle runs despite small scratches.

liquidated damages financial

"pay the City liquidated damages of $2,500 per calendar day"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

retention financial

"request a reduction in retention"

ultrafiltration technical

"consisting of ultrafiltration, reverse osmosis"

Ultrafiltration is a process that separates small particles and liquids from larger molecules or substances using a filter with tiny pores. It is often used in water treatment and medical applications to remove impurities or excess fluids. For investors, understanding ultrafiltration is important because innovations or changes in this technology can impact industries focused on clean water, healthcare, and filtration products.

ultraviolet advanced oxidation technical

"reverse osmosis and ultraviolet advanced oxidation"

A water- and surface‑treatment method that uses ultraviolet (UV) light together with an oxidant to generate highly reactive radicals (chiefly hydroxyl radicals) that break down organic contaminants and inactivate microbes. Common implementations pair UV lamps with hydrogen peroxide, ozone, or persulfate so the UV energy converts the added chemical into radicals; those radicals attack a wide range of pollutants faster and less selectively than UV light alone. Effectiveness depends on factors such as UV transmittance, the presence of radical scavengers in the fluid, and correct chemical dosing, so it is distinct from simple UV disinfection or standalone chemical oxidation.

performance bond financial

"furnish a performance bond and a labor and materials payment bond"

A performance bond is a guarantee from a bank or surety that a contractor will finish a job or meet contract terms; if the contractor fails, the guarantor steps in to pay or complete the work. Think of it like a large security deposit or insurance policy that protects the project owner and lenders from the cost of delays or non‑performance. For investors, its presence lowers project risk but can tie up collateral or add fees that affect cash flow and returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is CWCO's Central Coast Blue contract worth?

The design-build agreement is valued at approximately $39.8 million, subject to adjustment under its terms. The City will pay PERC through monthly applications for payment that are properly submitted and approved.

What production capacity is specified for CWCO's Central Coast Blue project?

The agreement describes an initial phase designed to produce approximately 500 acre-feet per year, with provisions for a future expansion to approximately 750 acre-feet per year; that expansion is excluded from the current scope. The accompanying release describes the approved project scope as approximately 750 acre-feet per year.

Does CWCO's Central Coast Blue agreement include an early completion bonus?

If the parties amend the agreement to add the New Well, the City will pay PERC an early completion bonus of $2,500 per calendar day, not to exceed $150,000.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:05 PM EDT Learn about SEC filing dates

0000928340false00009283402026-10-082026-10-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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October 8, 2026

(Date of earliest event reported)

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CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

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Cayman Islands, B.W.I.	0-25248	98-0619652
(State or Other Jurisdiction of	(Commission File No.)	(IRS Employer Identification No.)
Incorporation)

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Regatta Office Park

Windward Three, 4^th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

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(345) 945-4277

(Registrant’s telephone number, including area code)

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 Instructions A.2. below):

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☐	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))

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

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Title of each class	​ ​	Trading Symbol(s)	​ ​	Name of each exchange on which registered
Class A common stock, $0.60 par value		CWCO		The Nasdaq Global Select Market

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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).

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Emerging growth company  ☐

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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.   ☐

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Item 1.01Entry into a Material Definitive Agreement.

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On October 8, 2026, PERC Water Corporation (“PERC”), a U.S. subsidiary of Consolidated Water Co. Ltd. (the “Company”), entered into the Central Coast Blue AWPF Design-Build Agreement (the “Agreement”) with the City of Pismo Beach, California (the “City”), for the design and construction of the Central Coast Blue Advanced Water Purification Facility located at 980 Huber Street, Grover Beach, California (the “Project”). Although the Agreement is dated as of October 6, 2026, it was executed by PERC and the City on October 8, 2026. The Agreement was awarded to PERC following a public, two-step competitive procurement process.

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Scope of Work. Under the Agreement, PERC is responsible for the design, construction and performance of the Project. PERC’s services will include design services; procurement of materials and equipment; construction; start-up, testing and commissioning; warranty services; and 600 hours of training and support for City staff within a six-month period after “Substantial Completion” (as defined in the Agreement). The Agreement does not obligate PERC to operate the facility after the training period. The Project includes an advanced water purification process consisting of ultrafiltration, reverse osmosis and ultraviolet advanced oxidation, together with associated storage, chemical feed, pumping, pipeline, electrical and control systems, and groundwater recharge infrastructure. The Project is designed to produce approximately 500 acre-feet per year of purified water in its initial phase, with design provisions to accommodate a future expansion to approximately 750 acre-feet per year. Any such expansion is not included in the current scope of work or contract price. The Agreement provides that, if the City obtains funding for a Phase 2 expansion of the Project or elects to add a new City well (the “New Well”) to the scope of work prior to final completion, PERC and the City will negotiate a contract amendment for those additional services.

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Contract Price and Payment. The City will pay PERC a fixed design-build price of approximately $39.8 million, subject to adjustment in accordance with the terms of the Agreement. The contract price includes applicable sales, use and other taxes and the permit fees for which PERC is responsible. The contract price also includes specified allowance items, and any unused allowance amounts will be deducted from the contract price at completion of the Project. PERC bears the risk of design, site and subsurface conditions, subject to limited relief for certain site conditions, and must satisfy strict notice requirements to obtain schedule or price adjustments. PERC will submit monthly applications for payment, and the City is required to pay each properly submitted and approved application within 30 days. The City will retain five percent of each progress payment until the work is completed and accepted. After 50% of the work is completed, PERC may request a reduction in retention, which the City may grant in its sole discretion. As permitted by California law, PERC may substitute securities for retention or request that retention be paid into escrow.

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Schedule and Liquidated Damages. The Agreement requires PERC to achieve Substantial Completion within 703 calendar days after the commencement of services and also specifies a Substantial Completion date of September 17, 2028, assuming notice to proceed is received concurrently with our project kick-off date of October 15, 2026, in each case subject to adjustment in accordance with the Agreement. The Company currently expects the Project to proceed through design, permitting, construction, startup and commissioning within the 703-day period, with the construction phase anticipated to begin in spring 2027. The design-build project schedule included as part of PERC’s proposal attached to the Agreement (the “DB Project Schedule”) reflects PERC’s proposal-stage baseline schedule and is subject to change; the contractual Substantial Completion deadline is governed by the Agreement. If Substantial Completion is not achieved by the scheduled date, PERC will be required to pay the City liquidated damages of $2,500 per calendar day, subject to a cap of 5% of the contract price (approximately $2.0 million). Liquidated damages may be deducted from amounts otherwise payable to PERC and do not limit the City’s other remedies in the event of PERC’s default. If the parties enter into an amendment for the New Well, the City will pay PERC an early completion bonus of $2,500 per calendar day, not to exceed $150,000.

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2

Performance Guarantee and Warranty. PERC guaranteed that the Project will be designed, constructed and completed in accordance with the contract documents. Upon Substantial Completion, the facility must meet or exceed specified performance criteria, including chemical and energy consumption and finished water quality, and satisfaction of those performance criteria is a condition to Substantial Completion. PERC also guaranteed delivery of 500 acre-feet per year of purified water to the Project’s injection well. If the facility and injection well are properly designed and constructed, but subsurface geologic conditions will not accept injection at that rate, the delivery standard will be reduced to the injection well’s actual capacity. If the Project fails to meet the performance criteria during testing, PERC must, at its own expense, make the necessary corrections until the Project passes. PERC also warrants the work against defects in materials and workmanship for one year after final acceptance of the work.

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Bonds and Insurance. PERC is required to furnish a performance bond and a labor and materials payment bond, each in an amount equal to 100% of the contract price, and a warranty bond equal to 10% of the contract price covering the one-year period following Final Completion. PERC also is required to maintain specific insurance coverages, including builder’s risk and professional liability insurance.

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Indemnification and Limitation of Liability. PERC agreed to defend, indemnify and hold harmless the City against claims arising out of the performance of the work by PERC and its subcontractors, except to the extent caused by the City’s sole negligence, active negligence or willful misconduct. With respect to design professional services, PERC’s indemnity obligations are limited to claims arising from PERC’s negligence, recklessness or willful misconduct. PERC’s total aggregate liability under the Agreement is capped at $14.0 million. The parties have mutually waived claims for consequential damages, except for liquidated damages, indemnification obligations and damages covered by insurance.

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Termination and Suspension. The City may terminate any part of the remaining work for convenience at any time by written notice. In that event, PERC is entitled to payment for completed work and reasonable demobilization costs, but not lost profits or unabsorbed overhead. The City may also terminate the Agreement for PERC’s default if specified breaches are not cured, or reasonably begun to be cured, within two successive seven-day notice periods. Upon termination for default, PERC would be liable for any excess of the City’s cost to complete the Project over the unpaid contract price, and the City may proceed against PERC’s performance bond surety. The City also may suspend all or any part of the work for its convenience, in which case PERC may seek an adjustment of the contract price or schedule.

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Assignment and Other Provisions. Neither party may assign the Agreement without the other party’s written consent, and a transfer of 50% or more of PERC’s voting shares or a change in PERC’s business or corporate structure without the City’s consent would constitute a violation of the Agreement and would be voidable at the City’s option. The Project is funded in part by federal and state grants, and the Agreement requires PERC to comply with applicable grant, prevailing wage and disadvantaged business enterprise requirements.

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The foregoing description of the Agreement does not purport to be complete and qualified in its entirety by reference to the full text of the Agreement, including DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition), as revised by the City (the “General Conditions”), and the DB Project Schedule, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 7.01Regulation FD Disclosure.

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On October 12, 2026, the Company issued a press release announcing the award of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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3

Forward Looking Statements

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This Current Report on Form 8-K includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “intend”, “expect”, “should”, “will” or similar expressions. These forward-looking statements include, but are not limited to, statements regarding the anticipated design, permitting, construction, startup and commissioning schedule, including the timing reflected in the DB Project Schedule; the anticipated production capacity of the Central Coast Blue Advanced Water Purification Facility; and the Company’s ability to perform its design-build obligations under the Agreement. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.

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Factors that would cause or contribute to such differences include, but are not limited to, (i) continued acceptance of the Company’s products and services in the marketplace; (ii) changes in its relationships with the governments and clients of the jurisdictions in which it operates; (iii) the timing and outcome of permitting and other regulatory approvals affecting the Project; (iv) the Company’s ability to procure equipment and perform its contractual obligations on the anticipated timeline and budget, including its ability to achieve the performance criteria and avoid liquidated damages under the Agreement; (v) the risk that actual Project timing differs from the DB Project Schedule, which is a proposal-stage baseline schedule subject to change; (vii) the risk that the Company’s costs to perform the Agreement, which is a fixed-price contract, exceed its estimates; (viii) the City’s right to terminate or suspend the work under the Agreement for its convenience; (vii) the availability of federal and state grant funding for the Project; (ix) the timing and outcome of permitting and other regulatory approvals affecting the Kalaeloa facility, and the Company’s ability to procure equipment and perform its contractual obligations on the anticipated timeline and budget with respect to the Kalaeloa facility; and (x) various other risks such as economic, operational, and industry-specific risks, as detailed in the Company’s periodic report filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Except as otherwise required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01           Financial Statements and Exhibits.

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(d)Exhibits.

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Exhibit No.	​ ​ ​	Title
10.1		Central Coast Blue AWPF Design-Build Agreement, dated as of October 6, 2026, by and between the City of Pismo Beach and PERC Water Corporation, including the General Conditions and the DB Project Schedule.*
99.1	​	Press Release dated October 12, 2026.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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* The General Conditions and the DB Project Schedule are filed herewith as part of Exhibit 10.1. The remaining exhibits listed in Article 12.1 of the Agreement (Exhibits A through N, other than the DB Project Schedule included in Exhibit D) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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SIGNATURE

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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.

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	CONSOLIDATED WATER CO. LTD.
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	By:	/s/ David W. Sasnett
	Name:	David W. Sasnett
	Title:	Executive Vice President & Chief Financial Officer
Date: October 15, 2026

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5

Exhibit 99.1

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Consolidated Water Awarded $39.8 Million Design-Build Agreement for Central Coast Blue Advanced Water Purification Facility

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GEORGE TOWN, Grand Cayman, Cayman Islands, October 12, 2026 -- Consolidated Water Co. Ltd. (NASDAQ Global Select Market: CWCO), a leading designer, builder and operator of advanced water treatment plants, today announced that its U.S. subsidiary, PERC Water Corporation, has been awarded a design-build agreement by the City of Pismo Beach, California, valued at approximately $39.8 million for the Central Coast Blue Advanced Water Purification Facility.

The award followed a public, two-step competitive procurement process. After evaluating proposals from three qualified design-build teams, including extensive interviews, the City determined that PERC Water submitted the best overall proposal. Under the agreement, PERC Water will design, construct and test the facility, train City personnel and support initial operations. The approved project scope provides for an advanced water purification facility with annual production capacity of approximately 750 acre-feet.

The project includes an advanced treatment train incorporating ultrafiltration, three-stage reverse osmosis and ultraviolet advanced oxidation, together with equalization and purified-water storage, chemical storage and feed systems, pumping, pipeline connections, electrical and control systems, and groundwater recharge infrastructure consisting of one injection well and two monitoring wells. Project implementation also includes regulatory coordination, startup and commissioning, performance and acceptance testing, and operational-readiness support.

Central Coast Blue is intended to establish a new local, drought-resistant water supply for the southern portion of San Luis Obispo County. The project is expected to help diversify the City’s water-supply portfolio, improve long-term water reliability, and protect the local groundwater basin from seawater intrusion.

“This award reflects the strength of our advanced water-treatment capabilities and our ability to compete successfully for technically sophisticated design-build projects,” said Consolidated Water CEO Rick McTaggart. “We are proud that PERC Water was selected following a rigorous competitive evaluation, and we look forward to supporting the City of Pismo Beach as it advances a reliable, locally controlled, and drought-resistant water supply.”

The design-build project is expected to proceed through design, permitting construction, startup and commissioning over approximately 24 months. The project is anticipated to enter the construction phase in spring 2027.

About Consolidated Water Co. Ltd.

Consolidated Water Co. Ltd. develops and operates advanced water treatment plants and water distribution systems. The company designs, constructs and operates seawater desalination facilities in the Cayman Islands, The Bahamas and the British Virgin Islands, and designs, constructs and operates water treatment and reuse facilities in the United States.
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The company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment.

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For more information, visit cwco.com.
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Cautionary Note Regarding Forward-Looking Statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "intend", "expect", "should", "will" or similar expressions. These forward-looking statements include, but are not limited to, statements regarding the anticipated design, permitting, construction, startup and commissioning schedule for the Central Coast Blue Advanced Water Purification Facility and the company’s ability to perform its design-build obligations with respect to the Central Coast Blue facility. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, (i) continued acceptance of the company's products and services in the marketplace; (ii) changes in its relationships with the governments and clients of the jurisdictions in which it operates; (iii) the timing and outcome of permitting and other regulatory approvals affecting the Kalaeloa facility and the Central Coast Blue facility; (iv) the company’s ability to procure equipment and perform its contractual obligations on the anticipated timeline and budget, including with respect to the Kalaeloa facility, the Central Coast Blue facility and the Florida purchase orders; (v) the collection of its delinquent accounts receivable in The Bahamas; and (vi) various other risks such as economic, operational, and industry-specific risks, as detailed in the company's periodic report filings with the Securities and Exchange Commission (“SEC”). For more information about risks and uncertainties associated with the company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting the company’s Secretary at the company’s executive offices or at the “Investors – SEC Filings” page of the company’s website at ir.cwco.com/docs. Except as otherwise required by law, the company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Company Contact:
David W. Sasnett
Executive Vice President and CFO
Tel (954) 509-8200
Email Contact
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Investor & Media Contact:
Ron Both or Grant Stude
Encore Investor Relations
Tel (949) 432-7450
Email Contact ​

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 12.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 533.1 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 16.2 KB
• EX-101 EX-101.PRE 10.2 KB