GWRS Completes $13.09M Rule 506(b) Equity Offering

Rhea-AI Filing Summary

Global Water Resources, Inc. filed a Form D reporting a completed exempt offering of equity securities under Rule 506(b). The company raised total gross proceeds of $13,086,907, with all of the offering sold and $0 remaining. The first sale occurred on 2025-09-30. The filing lists senior executives and directors at the issuer's Phoenix headquarters and shows the issuer reports annual revenues in the $25,000,001 - $100,000,000 range. The offering indicates 3 investors have participated, sales commissions and finders' fees are reported as $0, and no proceeds were paid to named officers, directors, or promoters. The minimum outside investment accepted was listed as $0.

Positive

• Full subscription of the offering with $13,086,907 sold and $0 remaining
• No sales commissions or finders' fees reported, indicating minimal placement costs
• Use of Rule 506(b) suggests the offering targeted accredited investors without public solicitation

Negative

• Only 3 investors participated, indicating a concentrated investor base
• No specific uses of proceeds disclosed on this form, limiting visibility into capital allocation

Insights

Corporate Finance Analyst

Raised $13,086,907 in an equity offering fully subscribed on 2025-09-30.

The company completed an equity raise totaling $13,086,907 using a Rule 506(b) exemption, which allows private placements to accredited investors without general solicitation. Proceeds are shown as fully sold with $0 remaining and no sales commissions or finders' fees reported, implying direct placements or internal investor sourcing.

Key dependencies include how management allocates the proceeds and the operational impact relative to the issuer's reported revenue band of $25,000,001 - $100,000,000. Monitor disclosure of specific uses of proceeds in future filings or investor materials for clarity on capital deployment over the next 12 months.

Securities Compliance Specialist

Regulation D Rule 506(b) used; limited investor count and no public solicitation.

The filing indicates reliance on Rule 506(b), which restricts offers to accredited investors without general solicitation and requires certain investor qualifications. The form reports 3 total investors and a minimum investment accepted of $0, consistent with private placement mechanics but notable for a small investor base.

Compliance risks are tied to investor accreditation verification and state notice filings; the form shows no sales agents and no commissions. Expect any state-level notices or further SEC correspondence within normal timelines if additional disclosures are required.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001434728

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Global Water Resources, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Global Water Resources, Inc.
Street Address 1		Street Address 2
21410 N. 19TH AVENUE		SUITE 220
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PHOENIX	ARIZONA	85027	(480) 360-7775

3. Related Persons

Last Name	First Name	Middle Name
Fleming	Ron	L.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Liebman	Michael	J.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Krygier	Christopher	D.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lenderking	John	Carroll
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Corwin	Jonathan	C.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alexander	Richard	M.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cohn	Andrew	M.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Coy	Debra	G.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Huckelbridge	Brett
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Levine	Jonathan	L.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rousseau	David
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kuta	Robert	J
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Brill	Steven	D.
Street Address 1	Street Address 2
21410 N 19th Avenue	Suite 220
City	State/Province/Country	ZIP/PostalCode
Phoenix	ARIZONA	85027

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$13,086,907	USD	or Indefinite
Total Amount Sold	$13,086,907	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Global Water Resources, Inc.	Michael J. Liebman	Michael J. Liebman	Chief Financial Officer	2025-10-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did GWRS raise in the Form D offering?

The company reported raising $13,086,907, with $0 remaining to be sold.

Which exemption did GWRS rely on for the offering?

The filing indicates reliance on Rule 506(b) under Regulation D.

How many investors participated in GWRS's offering?

The Form D reports a total of 3 investors.

Were any sales commissions or finders' fees paid?

The filing shows sales commissions and finders' fees of $0.

When was the first sale reported for this offering?

The date of first sale is listed as 2025-09-30.

Did any proceeds go to officers, directors, or promoters?

The Form D reports $0 of gross proceeds used for payments to named executive officers, directors, or promoters.