[8-K] H2O AMERICA Reports Material Event

Rhea-AI Filing Summary

H2O America filed an 8-K reporting an amendment to its credit agreement that increases the total commitment to $350 million from $300 million and extends the maturity date to September 12, 2030 from August 2, 2029. The filing lists revised borrower sublimits allocating availability across affiliates: the Company $50,000,000; SJWC $165,000,000; SJWTX $30,000,000; CWC $80,000,000; and MWC $25,000,000.

The text provided is a summary of key provisions and states the full Credit Amendment is filed as Exhibit 10.1 and incorporated by reference. No financial statements or earnings data are included in the provided excerpt.

Positive

• Commitment increased from $300 million to $350 million, providing greater committed liquidity
• Maturity extended from August 2, 2029 to September 12, 2030, reducing near-term refinancing risk
• Borrower sublimits specified clarifying allocation of facility capacity across affiliates (Company $50M; SJWC $165M; SJWTX $30M; CWC $80M; MWC $25M)

Negative

• Potential for higher leverage if the increased capacity is drawn and used to fund additional debt-like obligations
• Key economic and covenant details not disclosed in the summary; credit impact depends on pricing and covenant changes in Exhibit 10.1

Insights

Corporate Finance Analyst

TL;DR: The credit amendment increases available liquidity and pushes the maturity out by ~13 months, improving near-term financing flexibility.

The amendment raises the facility cap from $300 million to $350 million, which materially increases committed liquidity available to the group. Extending the maturity to September 12, 2030 reduces near-term refinancing risk versus the prior August 2029 maturity. The explicit borrower sublimits clarify how committed capacity is allocated among affiliates, which affects where liquidity can be drawn within the organization. The filing is a summary; the full legal terms and covenants are in Exhibit 10.1 and should be reviewed to assess covenant changes, pricing, and conditions precedent.

Credit Risk Analyst

TL;DR: Incremental commitment and extended tenor are credit-positive on liquidity, but full covenant and pricing details are required for a complete credit view.

From a credit perspective, increasing the commitment to $350 million and extending the maturity date reduces rollover risk and provides greater headroom for working capital or capital expenditures. The defined sublimits assign availability by entity, which informs potential intra-group funding flows and concentration of draw risk. The amendment summary does not disclose covenant adjustments, interest rate pricing, collateral, or guarantor/sponsor support; those items determine ultimate credit impact and must be examined in Exhibit 10.1.

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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

Date of Report (Date of earliest event reported) September 12, 2025

H2O America

(Exact name of registrant as specified in its charter)

Delaware

001-8966

77-0066628

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

110 West Taylor Street,

San Jose,

CA

95110

(Address of principal executive offices)

(Zip Code)

(408) 279-7800

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:

☐ 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

Common Stock, par value $0.001 per share

HTO

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 ☐    

Item 1.01 Entry into a Material Definitive Agreement

On September 12, 2025, H2O America (the “Company”), San Jose Water Company, a wholly-owned subsidiary of the Company (“SJWC”), and SJWTX, Inc. (“SJWTX”), The Connecticut Water Company ("CWC"), and The Maine Water Company ("MWC), each an indirect wholly-owned subsidiary of the Company (the Company, SJWC, SJWTX, CWC, and MWC, together, the “Borrowers”), entered into an Amendment and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. The Credit Agreement amends and restates the Credit Agreement, dated as of August 2, 2022, by and among the Company, SJWC, SJWTX, Connecticut Water Service, Inc., the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as Documentation Agent (the “Existing Credit Agreement”). The Credit Agreement reflects terms generally similar to the Existing Credit Agreement with the following updates:

•the Commitment (as defined in the Credit Agreement) is increased from $300 million to $350 million.

•the Maturity Date (as defined in the Credit Agreement) is extended from August 2, 2029 to September 12, 2030

•the Borrower sublimits are revised to the following amounts:

◦the Company: $50,000,000

◦SJWC: $165,000,000

◦SJWTX: $30,000,000

◦CWC: $80,000,000

◦MWC: $25,000,000

The description above is only a summary of the material provisions of the Credit Amendment and is qualified in its entirety by reference to the Credit Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description of Documents
10.1						Credit Agreement, dated September 12, 2025, between H2O America, San Jose Water Company, SJWTX, Inc., The Connecticut Water Company, and The Maine Water Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto.
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 thereunto duly authorized.

			H2O America
Date: September 16, 2025			/s/ Ann P. Kelly
			Ann P. Kelly
			Chief Financial Officer and Treasurer

FAQ

What change did HTO announce to its credit facility?

The company disclosed a Credit Amendment that increases the total commitment to $350 million (from $300 million) and extends the maturity to September 12, 2030.

How is the $350 million commitment allocated among H2O America entities?

The filing lists borrower sublimits: Company $50,000,000; SJWC $165,000,000; SJWTX $30,000,000; CWC $80,000,000; MWC $25,000,000.

Does the 8-K include the full Credit Amendment terms?

The text is a summary and states the full Credit Amendment is filed as Exhibit 10.1 and incorporated by reference.

Does the filing disclose any changes to financial covenants or pricing?

No. The provided excerpt does not disclose covenant or pricing changes; those details would be in Exhibit 10.1.

Is there any earnings or financial statement information in this 8-K excerpt?

No. The excerpt contains only a summary of the Credit Amendment and does not include financial statements or earnings data.