How did Consolidated Water (CWCO) change its authorized share capital?

Authorized share capital increased from CI$12.5 million to CI$25 million. This includes raising authorized Ordinary Shares from 24,800,000 to 49,800,000 at CI$0.50 par value, while keeping 200,000 Redeemable Preference Shares authorized at the same par value of CI$0.50 each.

What did Consolidated Water (CWCO) change regarding share repurchases?

The company amended its Articles of Association to address its authority to purchase its own shares and how those shares are treated. The amendments specifically allow repurchased shares to be held as treasury shares and add related definitions into the governing documents.

Consolidated Water (NASDAQ: CWCO) doubles authorized shares and updates buyback rules

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Consolidated Water Co. Ltd. reports that charter amendments approved by shareholders at the June 1, 2026 Annual General Meeting have now taken effect. The Company increased its authorized share capital from CI$12.5 million to CI$25 million, including an increase in authorized Ordinary Shares from 24,800,000 to 49,800,000 at par value CI$0.50.

The Company also amended its Articles of Association to address its authority to purchase its own shares, how repurchased shares are treated, and to allow holding repurchased shares as treasury shares, along with related definitions. The Amended and Restated Memorandum and Articles were filed in the Cayman Islands on June 30, 2026 and became effective upon filing.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Previous authorized share capital: CI$12.5 million New authorized share capital: CI$25 million Previous authorized Ordinary Shares: 24,800,000 shares +4 more

7 metrics

Previous authorized share capital CI$12.5 million Authorized share capital before amendments

New authorized share capital CI$25 million Authorized share capital after amendments

Previous authorized Ordinary Shares 24,800,000 shares Ordinary Shares at CI$0.50 par before increase

New authorized Ordinary Shares 49,800,000 shares Ordinary Shares at CI$0.50 par after increase

Authorized Redeemable Preference Shares 200,000 shares Redeemable Preference Shares at CI$0.50 par authorized in both structures

Effective date of amendments June 30, 2026 Date filings made with Cayman Registrar and became effective

Shareholder approval date June 1, 2026 Annual General Meeting approving the Amendments

Key Terms

Amended and Restated Memorandum of Association, Amended and Restated Articles of Association, authorized share capital, treasury shares, +1 more

5 terms

Amended and Restated Memorandum of Association regulatory

"the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Memorandum of Association"

Amended and Restated Articles of Association regulatory

"and (iii) the adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association"

treasury shares financial

"the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares)"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Redeemable Preference Shares financial

"and 200,000 Redeemable Preference Shares of par value CI$0.50 each to CI$25 million"

Redeemable preference shares are a class of stock that gives holders a fixed-priority claim on dividends and capital return, while allowing the issuing company to buy back (redeem) those shares at a predetermined time or under set conditions. For investors they act like a hybrid between a bond and stock: you get steadier income and priority if the company pays out or winds down, but the company’s right to redeem can end your dividend stream and change your ownership or liquidity.

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Understanding 8-K Material Events →

Available on EDGAR 07/06/2026 - 04:11 PM Accepted by SEC EDGAR 07/06/2026 - 04:10 PM

FAQ

What corporate changes did Consolidated Water (CWCO) report in this 8-K?

Consolidated Water reported that previously approved amendments to its Memorandum and Articles of Association became effective. These changes increase authorized share capital and update rules on the company buying back and holding its own shares, including holding repurchased shares as treasury shares.

When did the Consolidated Water (CWCO) charter amendments become effective?

The Amended and Restated Memorandum and Articles of Association were filed with the Registrar of Companies in the Cayman Islands on June 30, 2026. The amendments became effective upon that filing date, following shareholder approval at the June 1, 2026 Annual General Meeting.

Were Consolidated Water (CWCO) shareholders involved in approving these amendments?

Shareholders approved the amendments at the Annual General Meeting held on June 1, 2026. These approvals covered the increase in authorized share capital and the changes to the Articles on share repurchases, which were then implemented through filings made effective on June 30, 2026.

Where can investors find the full text of Consolidated Water’s amended charter documents?

The full Amended and Restated Memorandum and Articles of Association are filed as Exhibits 3.1 and 3.2 to a prior SEC filing dated June 5, 2026. This 8-K incorporates those exhibits by reference rather than re-attaching the complete documents.

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

June 30, 2026

(Date of earliest event reported)

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)


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

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)

(345) 945-4277

(Registrant’s telephone number, including area code)

Not Applicable

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

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):


☐	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
Class A common stock, $0.60 par value	CWCO	The Nasdaq Global Select Market

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. ☐

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 5, 2026 (the “Prior Form 8-K”), at the Annual General Meeting of Shareholders (the “Annual General Meeting”) of Consolidated Water Co. Ltd. (the “Company”) held on June 1, 2026, the Company’s shareholders approved (i) an amendment to the Company’s Amended and Restated Memorandum of Association to increase the Company’s authorized share capital from CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each, (ii) amendments to the Company’s Amended and Restated Articles of Association relating to the Company’s authority to purchase its own shares, the treatment of shares so purchased (including the ability to hold repurchased shares as treasury shares), and the addition of related definitions, and (iii) the adoption of the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association incorporating the foregoing amendments (collectively, the “Amendments”).

On June 30, 2026, the Company filed the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association with the Registrar of Companies of the Cayman Islands, and the Amendments became effective upon such filing.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association, which were filed as Exhibit 3.1 and Exhibit 3.2, respectively, to the Prior Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.		Title
3.1		Amended and Restated Memorandum of Association of Consolidated Water Co. Ltd. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 5, 2026).
3.2		Amended and Restated Articles of Association of Consolidated Water Co. Ltd. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 5, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


	CONSOLIDATED WATER CO. LTD.

	By:	/s/ David W. Sasnett
	Name:	David W. Sasnett
	Title:	Executive Vice President & Chief Financial Officer

Date: July 6, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents