H2O America (HTO) adviser says it has no insider role or stake

Rhea-AI Filing Summary

H2O AMERICA (ticker HTO) is the issuer for which Atlas Infrastructure Partners (UK) Ltd. and GIP ATLAS Holdings Ltd filed an amended insider report stating they have no beneficial ownership of the company’s common stock. They cite an exemption under Rule 16a-1(a)(1) of the Exchange Act, noting that any shares handled by the adviser are held solely for the benefit of third-party investors and that GIP ATLAS Holdings Ltd does not exercise investment discretion. As a result, these parties state they were not obligated to make a Form 4 filing under Section 16(a), and that transactions previously reported are not matchable under Section 16(b).

Key Terms

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

5 terms

beneficial ownership financial

"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) regulatory

"due to the application of an exemption under Rule 16a-1(a)(1) under"

Section 16(a) regulatory

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

Section 16(b) regulatory

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

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.

investment adviser financial

"registered as an investment adviser under Section 203 of the Investment"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

What does the Form 4/A amendment disclose about HTO and Atlas Infrastructure Partners?

The amendment states Atlas Infrastructure Partners (UK) Ltd. and GIP ATLAS Holdings Ltd have no beneficial ownership of H2O AMERICA (HTO) common stock under Rule 16a-1(a)(1). Any shares handled by the adviser are for third-party investors, not for these reporting persons.

Why do the reporting persons say they were not obligated to file a Form 4 for HTO?

They state that, due to an exemption under Rule 16a-1(a)(1), they did not have beneficial ownership of HTO shares. Therefore, they believe Section 16(a) of the Exchange Act did not require a Form 4 for the previously reported transactions.

How are HTO shares held by Atlas Infrastructure Partners treated under this amendment?

The amendment explains that any H2O AMERICA (HTO) shares held by Atlas Infrastructure Partners (UK) Ltd are held for the benefit of third-party investors. The adviser disclaims beneficial ownership under Rule 16a-1(a)(1)(v), emphasizing it acts on clients’ behalf.

What is the role of GIP ATLAS Holdings Ltd in relation to HTO shares?

GIP ATLAS Holdings Ltd is described as the sole owner of Atlas Infrastructure Partners (UK) Ltd but does not exercise investment discretion over HTO shares. This ownership structure supports their position that they lack beneficial ownership of the issuer’s stock.

How does the amendment affect Section 16(b) short-swing profit rules for HTO?

The reporting persons state that, because they lack beneficial ownership, the transactions previously reported are not matchable under Section 16(b). This means short-swing profit recovery provisions tied to insider status would not apply to them for those trades.

Is Atlas Infrastructure Partners (UK) Ltd a registered investment adviser in relation to HTO?

Yes. The amendment notes Atlas Infrastructure Partners (UK) Ltd is registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940. It manages any HTO shares for third-party investors rather than for its own or its parent’s benefit.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 11:59 AM Accepted by SEC EDGAR 08/19/2026 - 11:59 AM 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)
07/07/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/08/2026

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

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)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GIP ATLAS Holdings Ltd

(Last) (First) (Middle)

1ST FLOOR WEST, 1-3 COLLEGE HILL

(Street)

LONDON EC4R 2RA

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

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)