Global Water Resources Form 4: CEO Surrenders Shares for RSU Settlement

Rhea-AI Filing Summary

Global Water Resources, Inc. (GWRS) filed a Form 4 on 20-Jun-2025 for President & CEO Ronnie L. Fleming. The filing discloses three previously unreported dispositions of common stock back to the issuer that occurred in 2024 in conjunction with the cash-settlement of vested restricted share units (RSUs).

• 28-Jun-2024: 3,203 shares disposed at $12.09.
• 30-Sep-2024: 3,182 shares disposed at $12.59.
• 30-Dec-2024: 3,166 shares disposed at $11.50.

The aggregate disposition totals 9,551 shares. Following these transactions Fleming’s direct ownership stands at 102,643 shares. The company notes that the shares were surrendered to satisfy cash-settlement obligations related to RSU vesting, not open-market sales. The late filing indicates the transactions were "inadvertently" omitted from prior Form 4 submissions.

Because the disposals were made to the issuer for RSU settlement and represent a modest percentage of Fleming’s holdings, they are generally viewed as administrative rather than directional. However, the delayed reporting may raise minor governance and compliance questions for some investors.

Positive

• None.

Negative

• Delayed reporting of insider transactions may indicate minor compliance oversight.
• CEO share reduction of 9,551 shares, albeit for RSU settlement, slightly lowers insider ownership.

Insights

Corporate Governance Expert

TL;DR: Late Form 4 shows CEO surrendered 9,551 shares for RSU taxes; administrative, minimal market impact but highlights reporting oversight.

The filing corrects an earlier omission, documenting stock withheld by the issuer to settle cash obligations from RSU vesting. Such in-kind tax settlements are routine and do not signal the executive’s view on valuation. Fleming retains over 100 k shares, so alignment with shareholders is largely unchanged. The governance concern is procedural: Section 16(a) requires prompt reporting, and a several-month delay can draw scrutiny from compliance-focused investors, though penalties, if any, are typically minor. Material impact on valuation or liquidity is negligible.

Portfolio Manager

TL;DR: Insider activity non-directional; no portfolio action warranted.

Dispositions represent <1% of GWRS’s 22 m float and were issuer-settled, so they create no selling pressure. Prices ($11.50-$12.59) align with 2024 trading range, reinforcing that the moves were formulaic. Fleming’s residual stake of 102,643 shares equals roughly 0.46% of outstanding stock, preserving meaningful skin-in-the-game. Absent other catalysts, this filing is informational rather than actionable.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fleming Ronnie L

(Last) (First) (Middle)

C/O GLOBAL WATER RESOURCES, INC.

21410 N 19TH AVENUE #205

(Street)

PHOENIX AZ 85027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Water Resources, Inc. [ GWRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/28/2024		D		3,203(1)	D	$12.09	108,991(1)	D
Common Stock	09/30/2024		D		3,182(1)	D	$12.59	105,809(1)	D
Common Stock	12/30/2024		D		3,166(1)	D	$11.5	102,643(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4 is being filed to report the dispositions of common stock to the issuer in connection with the cash-settlement of previously reported vesting of restricted share units ("RSUs") on each of June 28, 2024, September 30, 2024, and December 30, 2024, which the reporting person inadvertently failed to report on Form 4. The number of shares of common stock reported in Table I, Column 5 is the number of shares beneficially owned as of the date of this filing and takes into account transactions reported on Form 4 since the date of the transactions reported herein.

Remarks:

	/s/ Suzette Prante, attorney-in-fact	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

FAQ

How many GWRS shares did CEO Ronnie Fleming dispose of in the reported Form 4?

The Form 4 shows dispositions totaling 9,551 common shares.

On what dates did the GWRS share dispositions occur?

Dispositions took place on 28-Jun-2024, 30-Sep-2024, and 30-Dec-2024.

What prices were associated with the share dispositions?

Shares were surrendered at $12.09, $12.59, and $11.50, respectively.

How many GWRS shares does the CEO own after these transactions?

After the reported transactions, Ronnie Fleming directly owns 102,643 GWRS shares.

Why were the shares disposed of back to Global Water Resources?

They were cash-settlements of vested RSUs, meaning shares were withheld to cover obligations rather than sold on the open market.