H2O America (Nasdaq: HTO) details Eric Thornburg retirement from board

Rhea-AI Filing Summary

H2O America reported that Eric W. Thornburg, a director and non-executive Chair of the Board, has decided to retire from the Board effective January 31, 2026. The company states that his retirement is not due to any disagreement regarding its operations, policies, or practices.

Upon Mr. Thornburg’s retirement, the Board has appointed Andrew F. Walters, the company’s Chief Executive Officer and a current director, to serve as Chair of the Board. The Board also expressed deep gratitude for Mr. Thornburg’s long service, including his prior role as President and Chief Executive Officer.

Insights

Corporate governance analyst

H2O America is consolidating CEO and board chair roles after its chair retires.

H2O America disclosed that Eric W. Thornburg will retire from its Board, stepping down as non-executive Chair effective January 31, 2026. The company explicitly notes that his decision is not the result of any disagreement over operations, policies, or practices, which helps frame this as an orderly leadership transition rather than a dispute-driven departure.

Following his retirement, CEO Andrew F. Walters will also serve as Chair of the Board. This shifts the company from a separated leadership structure to one where the CEO and Chair roles are combined, concentrating governance and management authority in a single individual. Future proxy materials and disclosures may provide more detail on how the Board maintains independent oversight with this new structure.

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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) December 9, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2025, Eric W. Thornburg, a member and the non-executive Chair of the Board of Directors (the “Board”) of H2O America (the “Company”), notified the Company of his decision to retire from the Board effective as of January 31, 2026. Mr. Thornburg’s retirement is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board expresses its deep gratitude to Mr. Thornburg for his dedicated service and significant contributions to the Company during his tenure as a director and previously as the President and Chief Executive Officer of the Company.

The Board has appointed Andrew F. Walters, the Chief Executive Officer and a director of the Company, to serve as Chair of the Board effective upon Mr. Thornburg’s retirement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number			Description of Documents
104			Cover Page Interactive Data File - the cover page XBRL tabs are embedded within 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: December 15, 2025			/s/ Marisa Joss
			Marisa Joss, Deputy General Counsel and Corporate Secretary

FAQ

What board leadership change did H2O America (HTO) announce?

H2O America announced that non-executive Chair Eric W. Thornburg will retire from the Board and that CEO Andrew F. Walters has been appointed to become Chair of the Board upon his retirement.

When will Eric W. Thornburg retire from H2O Americas board?

Eric W. Thornburg notified H2O America on December 9, 2025, of his decision to retire from the Board, effective January 31, 2026.

Did Eric W. Thornburg retire from H2O America (HTO) because of a disagreement?

No. H2O America states that Mr. Thornburgs retirement is not due to any disagreement with the company on matters related to its operations, policies, or practices.

Who will become the new Chair of H2O Americas board after Eric Thornburg retires?

Andrew F. Walters, the Chief Executive Officer and a director of H2O America, has been appointed to serve as Chair of the Board effective upon Mr. Thornburgs retirement.

What roles has Eric W. Thornburg previously held at H2O America (HTO)?

In addition to serving as a director and non-executive Chair of the Board, Eric W. Thornburg previously served as the President and Chief Executive Officer of H2O America.

Did H2O America include any financial information in this board change disclosure?

No specific financial results or earnings data are included; the disclosure focuses on board leadership changes and Mr. Thornburgs upcoming retirement.