H2O America (HTO) CEO logs RSU grant, performance vesting and tax share withholding

Rhea-AI Filing Summary

H2O America director and CEO Andrew F. Walters reported equity compensation activity involving the company’s common stock. He received 5,950 RSUs under the Long-Term Incentive Plan, each convertible into one share of common stock, vesting in three annual installments from the grant date, subject to continued service and potential accelerated vesting in certain circumstances.

He also acquired 1,704 shares tied to 2023 performance-based RSUs, which vested based on return on equity and relative total shareholder return goals measured from January 1, 2023 to December 31, 2025, along with continued service through December 31, 2025. To cover taxes on these vestings, 605 shares were withheld at a price of $53.79 per share as a tax-withholding disposition.

After these transactions, Walters directly held 30,343 shares of common stock, consisting of 16,220 shares and 14,123 RSU-based shares that will vest according to their terms, and there are an additional 100 shares indirectly held and reported as owned by his spouse.

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^*

Walters Andrew F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		5,950(1)	A	$0	29,244	D
Common Stock	02/27/2026		A		1,704(2)	A	$0	30,948	D
Common Stock	02/27/2026		F		605(3)	D	$53.79	30,343(4)	D
Common Stock								100	I	Held by spouse

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 5,950 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) 1,395 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) 309 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) 507 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) 98 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 16,220 shares of Common Stock and 14,123 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 Andrew F. Walters	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did H2O America (HTO) CEO Andrew Walters report?

Andrew Walters reported equity grants and vesting-related activity in H2O America stock. He received new restricted stock units, saw performance-based RSUs vest into shares, and had some shares withheld to cover taxes, resulting in updated direct and indirect ownership positions.

How many H2O America (HTO) RSUs were granted to CEO Andrew Walters?

Andrew Walters was granted 5,950 restricted stock units in H2O America common stock. Each RSU converts into one share upon vesting, which occurs in three annual installments from the grant date, subject to continued service and certain potential accelerated vesting conditions.

What performance goals triggered H2O America (HTO) 2023 RSU vesting for the CEO?

The 2023 RSUs vested based on two performance goals: average return on equity from January 1, 2023 to December 31, 2025, and relative total shareholder return over the same period, combined with Andrew Walters’ continued service through December 31, 2025, leading to shares being delivered.

Why were 605 H2O America (HTO) shares disposed of in the Form 4 filing?

The 605 H2O America shares were withheld to satisfy tax withholding obligations on newly vested RSU shares. This tax-withholding disposition used shares instead of cash to pay the applicable taxes tied to the 2023 performance-based RSU vesting reported in the filing.

What is Andrew Walters’ total direct ownership in H2O America (HTO) after the transactions?

After the reported transactions, Andrew Walters directly owns 30,343 H2O America shares. This includes 16,220 shares of common stock and 14,123 shares underlying RSUs that will vest and become issuable in accordance with their existing terms and vesting schedules.

How many H2O America (HTO) shares are indirectly owned by the CEO’s spouse?

The Form 4 reports 100 H2O America common shares held indirectly and attributed as owned by Andrew Walters’ spouse. These indirectly held shares are disclosed separately from his direct holdings to reflect family-related beneficial ownership in the company’s stock.