Global Water Resources (NASDAQ: GWRS) adds $15M CoBANK loan maturing 2035

Rhea-AI Filing Summary

Global Water Resources, Inc. entered into a new credit agreement with CoBANK for a $15,000,000 term loan at a fixed interest rate of 5.49% per year, with interest payable semi-annually and a scheduled maturity on December 10, 2035. The loan is guaranteed by key subsidiaries and secured by a pledge of equity interests in all direct and indirect subsidiaries and related collateral.

The credit agreement includes a debt service coverage ratio covenant and restrictive covenants limiting additional debt, liens, asset sales, mergers, certain affiliate transactions, and some distributions. Dividends are limited if the debt service coverage ratio falls below 1.25:1.00. Customary events of default could allow CoBANK to accelerate repayment, and separate guaranty and pledge and security agreements were executed by the company and its subsidiaries to support these obligations.

Insights

Corporate finance analyst

New $15M fixed-rate loan adds long-term debt with covenants and collateral, but impact depends on how the company uses the capital.

Global Water Resources has obtained a $15,000,000 term loan from CoBANK at a fixed interest rate of 5.49%, maturing on December 10, 2035. A fixed-rate structure over this horizon can stabilize interest expense, which may be useful for a regulated utility-like business with relatively predictable cash flows.

The loan is guaranteed by Global Water, LLC, West Maricopa Combine, LLC, and Global Water Holdings, Inc., and secured by pledges of equity interests and related collateral. This gives the lender strong claims over the corporate structure, which can increase recovery prospects for CoBANK but also concentrates financial risk at the group level if performance weakens.

The credit agreement includes a debt service coverage ratio covenant and broad limits on additional indebtedness, liens, asset sales, mergers, and certain distributions. In particular, dividends are restricted if the coverage ratio falls below 1.25:1.00, tying shareholder payouts more tightly to cash-flow performance. Customary events of default could lead to accelerated repayment, so future operating results and compliance with these covenants will be important for the company’s financial flexibility.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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 →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 10, 2025

GLOBAL WATER RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37756

90-0632193

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

21410 N. 19th Avenue #220

Phoenix,

Arizona

85027

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 360-7775

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 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			Name of each exchange on which registered
Common Stock, par value $0.01 per share			GWRS			The NASDAQ Stock Market, LLC

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.

Credit Agreement and Promissory Note

On December 10, 2025, Global Water Resources, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) with CoBANK, ACB, a federally-chartered instrumentality of the United States (“CoBANK”), and a related promissory note issued by the Company to CoBANK (the “Promissory Note” and together with the Credit Agreement, the “CoBANK Loan Agreements”), pursuant to which CoBANK provided the Company a term loan in the aggregate principal amount of $15,000,000 (the “Term Loan”) on the terms and subject to the conditions set forth in the CoBANK Loan Agreements.

The Term Loan bears interest at a fixed rate of 5.49% per annum, payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2026. The scheduled maturity date of the Term Loan is December 10, 2035, subject to certain prepayment requirements upon a Change in Control (as defined in the Credit Agreement).

The obligations under the CoBANK Loan Agreements are guaranteed by the following subsidiaries of the Company: Global Water, LLC, West Maricopa Combine, LLC, and Global Water Holdings, Inc. (together, the “Guarantors”). The obligations under the CoBANK Loan Agreements are also secured by a pledge of the equity interests in all direct and indirect subsidiaries of the Company and certain related rights and property.

The Credit Agreement contains a debt service coverage ratio financial maintenance covenant, as well as certain restrictive covenants that limit, among other things, the Company’s ability to: create liens and other encumbrances; incur additional indebtedness; merge, liquidate or consolidate with another entity; dispose of or transfer assets; make distributions or other restricted payments; engage in certain affiliate transactions; and change the nature of the business. Additionally, the Credit Agreement contains a provision limiting the payment of dividends if the Company falls below a debt service coverage ratio of 1.25:1.00. The foregoing covenants are subject to various qualifications and limitations as set forth in the Credit Agreement.

Pursuant to the Credit Agreement, the Term Loan will be subject to certain customary events of default after which the Term Loan may be declared due and payable if not cured within the grace period or, in certain circumstances, may be declared due and payable immediately.

The foregoing summary of the terms of the Credit Agreement and the Promissory Note is qualified in its entirety by reference to the full text of such agreements, each of which is attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (this “Form 8-K”), respectively, and incorporated herein by reference.

Guaranty Agreements

On December 10, 2025, each of the Guarantors entered into a guaranty agreement (collectively, the “Guaranty Agreements”) for the benefit of CoBANK, pursuant to which each Guarantor jointly and severally guaranteed the Company’s obligations under the CoBANK Loan Agreements.

The foregoing summary of the terms of the Guaranty Agreements is qualified in its entirety by reference to the full text of such agreements, each of which is attached as Exhibits 10.3, 10.4, and 10.5 to this Form 8-K, and incorporated herein by reference.

Pledge and Security Agreements

On December 10, 2025, each of the Company and the Guarantors entered into a pledge and security agreement (collectively, the “Pledge and Security Agreements”) with U.S. Bank Trust Company, National Association, as collateral agent for CoBANK, relating to the collateral securing the Company’s obligations under the CoBANK Loan Agreements.

The foregoing summary of the terms of the Pledge and Security Agreements is qualified in its entirety by reference to the full text of such agreements, each of which is attached as Exhibits 10.6, 10.7, 10.8, and 10.9 to this Form 8-K, and incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by this Item 2.03 is included in Item 1.01 of this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Credit Agreement, dated December 10, 2025, by and between Global Water Resources, Inc. and CoBANK, ACB
10.2						Promissory Note, dated December 10, 2025, by and between Global Water Resources, Inc. and CoBANK, ACB
10.3						Guaranty Agreement, dated December 10, 2025, by Global Water, LLC
10.4						Guaranty Agreement, dated December 10, 2025, by West Maricopa Combine, LLC
10.5						Guaranty Agreement, dated December 10, 2025, by Global Water Holdings, Inc.
10.6						Pledge and Security Agreement, dated December 10, 2025, by and between Global Water Resources, Inc. and U.S. Bank Trust Company, National Association, as collateral agent
10.7						Pledge and Security Agreement, dated December 10, 2025, by and between Global Water, LLC and U.S. Bank Trust Company, National Association, as collateral agent
10.8						Pledge and Security Agreement, dated December 10, 2025, by and between West Maricopa Combine, LLC and U.S. Bank Trust Company, National Association, as collateral agent
10.9						Pledge and Security Agreement, dated December 10, 2025, by and between Global Water Holdings, Inc. and U.S. Bank Trust Company, National Association, as collateral agent
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.

 

						GLOBAL WATER RESOURCES, INC.
Date: December 16, 2025						/s/ Michael J. Liebman
						Michael J. Liebman
						Chief Financial Officer

FAQ

What new financing did Global Water Resources (GWRS) enter into?

Global Water Resources entered into a credit agreement with CoBANK, ACB for a $15,000,000 term loan, documented by a credit agreement and a promissory note.

What are the key terms of the new CoBANK term loan for GWRS?

The term loan has a principal amount of $15,000,000, bears a fixed interest rate of 5.49% per annum, with interest payable semi-annually on June 15 and December 15 starting in 2026, and has a scheduled maturity date of December 10, 2035.

Which Global Water Resources subsidiaries guarantee the CoBANK loan?

The obligations under the CoBANK loan are guaranteed by Global Water, LLC, West Maricopa Combine, LLC, and Global Water Holdings, Inc., which jointly and severally guarantee the company’s obligations.

How is the new Global Water Resources term loan secured?

The loan is secured by a pledge of equity interests in all direct and indirect subsidiaries of Global Water Resources and certain related rights and property, documented in pledge and security agreements with U.S. Bank Trust Company, National Association, as collateral agent.

What financial covenants and restrictions are included in the GWRS CoBANK credit agreement?

The credit agreement includes a debt service coverage ratio maintenance covenant and restrictive covenants limiting additional indebtedness, creation of liens, mergers, asset transfers, certain affiliate transactions, and distributions. Dividends are limited if the debt service coverage ratio falls below 1.25:1.00.

What can trigger a default under the new Global Water Resources loan?

The term loan is subject to customary events of default, after which the loan may be declared due and payable if not cured within applicable grace periods, or in some cases may become immediately due and payable.