H2O America (HTO) VP & counsel reports RSU grants and tax share withholding

Rhea-AI Filing Summary

H2O America vice president and general counsel Willie D. Jr. Brown reported equity-based transactions in the company’s common stock. He received 1,384 restricted stock units under the Long-Term Incentive Plan, which will vest in three annual installments if he continues serving the company.

Brown also acquired 1,263 shares tied to 2023 performance-based RSUs that vested after meeting return on equity and relative total shareholder return goals for the 2023–2025 period and continued service through December 31, 2025. To cover related tax obligations, 521 shares were withheld at a share price of $53.79. After these awards and tax withholdings, he directly holds 10,005 shares of common stock and 3,549 RSU-based shares that will vest according to their terms.

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

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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^*

Brown Willie D. Jr.

(Last) (First) (Middle)

110 W. TAYLOR STREET

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	VP & Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		1,384(1)	A	$0	12,812	D
Common Stock	02/27/2026		A		1,263(2)	A	$0	14,075	D
Common Stock	02/27/2026		F		521(3)	D	$53.79	13,554(4)	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. Represents 1,384 shares of the issuer's common stock ("Common Stock") underlying restricted stock units ("RSUs") granted to the reporting person under the issuer's Long-Term Incentive Plan. Each RSU entitles the reporting person to receive one share of Common Stock upon vesting of the RSU. The RSUs will vest in three annual successive installments upon the completion of the reporting person's each year of service with the issuer for the three-year period measured from the date of grant, subject to accelerated vesting under certain prescribed circumstances.

2. Represents (i) 1,034 shares of Issuer's Common Stock subject to the 2023 RSUs that vested upon the attainment of a certain performance goal based on average return on equity ("ROE") measured over a period from January 1, 2023 to December 31, 2025 and continued service by the reporting person through December 31, 2025 and (ii) 229 shares of Common Stock subject to the 2023 RSUs that vested upon the attainment of a certain performance goal based on relative total shareholder return ("TSR") measured over a period from January 1, 2023 to December 31, 2025 and continued service by the reporting person through December 31, 2025.

3. Represents (i) 426 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2023 ROE RSUs reported on this Form 4 and (ii) 95 shares of Common Stock withheld in satisfaction of the applicable withholding taxes on shares of Common Stock that became issuable pursuant to the vesting of the 2023 TSR RSUs reported on this Form 4.

4. Represents 10,005 shares of Common Stock and 3,549 shares of the Common Stock underlying RSUs which will vest and become issuable in accordance with their terms.

Remarks:

	/s/ Marisa Joss Attorney-in-Fact for Willie Brown	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did H2O America (HTO) report for Willie D. Jr. Brown?

H2O America reported that VP and general counsel Willie D. Jr. Brown received new restricted stock units and performance-based shares, and had some shares withheld for taxes. All transactions involved common stock and were recorded as grants, vesting, and tax-withholding dispositions on February 27, 2026.

How many restricted stock units did H2O America (HTO) grant to Willie D. Jr. Brown?

Willie D. Jr. Brown was granted 1,384 restricted stock units in H2O America common stock. Each unit converts into one share upon vesting, which occurs in three annual installments, contingent on his continued service and subject to possible accelerated vesting under certain circumstances.

What performance goals triggered RSU vesting for H2O America (HTO) executive Willie D. Jr. Brown?

Performance-based RSUs vested for Brown based on two metrics: average return on equity from January 1, 2023 to December 31, 2025 and relative total shareholder return over the same period. Continued service through December 31, 2025 was also required for these performance awards to vest.

Why were 521 H2O America (HTO) shares disposed of in Willie D. Jr. Brown’s Form 4?

The 521 shares were withheld to satisfy tax withholding obligations on newly vested 2023 performance-based RSUs. This transaction used code “F,” meaning shares were delivered back to the issuer at $53.79 per share to cover applicable tax liabilities, not sold on the open market.

What is Willie D. Jr. Brown’s H2O America (HTO) common stock position after these transactions?

After the reported grants, vesting, and tax withholdings, Brown directly holds 10,005 shares of H2O America common stock, plus 3,549 shares underlying restricted stock units. Those RSU-based shares will vest and become issuable over time in accordance with their existing terms and schedules.