H2O America (NYSE: HTO) adviser says trades not subject to short-swing rules

Rhea-AI Filing Summary

H2O AMERICA (HTO) is the issuer, and this amended insider report explains that ATLAS Infrastructure Partners (UK) Ltd., a registered investment adviser, and its parent GIP ATLAS Holdings Ltd. state they do not have beneficial ownership of HTO common stock under Rule 16a-1(a)(1)(v).

The adviser explains that any HTO shares it holds are for the benefit of third-party investors, not for itself, and it did not acquire shares to influence control or engage in arrangements covered by Rule 13d-3(b). As a result, the reporting persons indicate they were not required to file a Form 4 under Section 16(a) and that transactions previously reported on that Form 4 are not matchable under Section 16(b).

Key Figures

Reported buy transactions: 0 Reported sell transactions: 0 Net buy/sell shares: 0 +2 more

5 metrics

Reported buy transactions 0 Buy transactions in the Form 4/A transaction summary

Reported sell transactions 0 Sell transactions in the Form 4/A transaction summary

Net buy/sell shares 0 Net effect of all reported transactions in the Form 4/A

Rule cited Rule 16a-1(a)(1)(v) Exemption used to assert no beneficial ownership of HTO shares

Exchange Act section Section 16(b) Section under which transactions are stated to be not matchable

Key Terms

beneficial ownership, Rule 16a-1(a)(1)(v), Section 16(a), Section 16(b), +1 more

5 terms

beneficial ownership regulatory

"do not have, and at no time had, beneficial ownership of the Issuer's"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Rule 16a-1(a)(1)(v) regulatory

"does not have beneficial ownership of the Shares pursuant to Rule 16a-1(a)(1)(v)"

Section 16(a) regulatory

"were not obligated to file the Form 4 pursuant to Section 16(a) of the"

Section 16(b) regulatory

"transactions reported therein were not matchable pursuant to Section 16(b) of the"

A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.

Rule 13d-3(b) regulatory

"engaging in any arrangement subject to Rule 13d-3(b)"

FAQ

What is the main purpose of this amended Form 4/A for HTO?

The amendment states the reporting persons have no beneficial ownership of H2O AMERICA (HTO) shares under Rule 16a-1(a)(1)(v), so they were not obligated to file the original Form 4 under Section 16(a) of the Exchange Act.

Who is the reporting person in this HTO Form 4/A amendment?

The reporting person is ATLAS Infrastructure Partners (UK) Ltd., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Its sole owner is GIP ATLAS Holdings Ltd., which does not exercise investment discretion over the adviser’s accounts.

Do ATLAS Infrastructure Partners (UK) Ltd. or its parent beneficially own HTO stock?

They state they do not beneficially own H2O AMERICA (HTO) shares under Rule 16a-1(a)(1)(v). Any HTO shares held by the adviser are for third-party investors, and the adviser did not seek to change or influence control of HTO.

Were the transactions in the original HTO Form 4 subject to Section 16(b) short-swing profit rules?

The reporting persons state the transactions “were not matchable” under Section 16(b). Because they assert no beneficial ownership and no Section 16(a) filing obligation, the earlier reported transactions are not treated as Section 16(b) matchable trades.

Did the adviser acquire HTO shares to influence control of the company?

The adviser states it did not acquire any HTO shares with the purpose or effect of changing or influencing control of H2O AMERICA or engaging in any arrangement subject to Rule 13d-3(b).

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 12:44 PM Accepted by SEC EDGAR 08/19/2026 - 12:44 PM Learn about SEC filing dates

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

X

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^*

ATLAS Infrastructure Partners (UK) Ltd.

(Last) (First) (Middle)

1ST FLOOR WEST

1-3 COLLEGE HILL

(Street)

LONDON EC4R 2RA

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
H2O AMERICA [ HTO ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			N/A

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/13/2026

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

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:

Remarks:

The purpose of this amendment is to reflect that the Reporting Persons do not have, and at no time had, beneficial ownership of the Issuer's common stock (the "Shares") due to the application of an exemption under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). Atlas Infrastructure Partners (UK) Ltd. (the "Adviser"), which is registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940, does not have beneficial ownership of the Shares pursuant to Rule 16a-1(a)(1)(v). The Adviser did not acquire any Shares with the purpose or effect of changing or influencing control of the Issuer or engaging in any arrangement subject to Rule 13d-3(b). Any Shares held by the Adviser are held for the benefit of third-party investors. GIP ATLAS Holdings Ltd. is the sole owner of the Adviser but does not exercise investment discretion with respect to the entity. As a result, the Reporting Persons were not obligated to file the Form 4 pursuant to Section 16(a) of the Exchange Act and the transactions reported therein were not matchable pursuant to Section 16(b) of the Exchange Act.

	/s/ Toni Rizk	08/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)