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H2O America (NYSE: HTO) CAO reports RSU tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

H2O America’s Chief Administrative Officer Kristen A. Johnson reported routine equity award activity. On January 2, 2026, 514 shares of common stock were withheld to satisfy taxes tied to restricted stock units (RSUs) that vested under agreements dated January 2, 2024 and January 2, 2025. On January 3, 2026, an additional 160 shares were withheld for taxes on RSUs granted January 3, 2023.

After these tax withholdings, Johnson directly beneficially owned 12,460 shares of common stock. She also held 17,876 shares subject to deferred stock units (DSUs) granted through dividend equivalent rights on DSUs from Connecticut Water Service, Inc., which vest and settle on the same terms as the underlying DSUs.

Positive

  • None.

Negative

  • None.
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
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*
Johnson A Kristen

(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)
Chief Administrative Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
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 01/02/2026 F 514(1) D $49.25 12,620 D
Common Stock 01/03/2026 F 160(2) D $49.86 12,460(3) 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
Common Stck (4) (4) (4) Common Stock 17,876 17,876(4) D
Explanation of Responses:
1. Represents 514 shares of the issuer's common stock (Common Stock) withheld in satisfaction of applicable withholding taxes upon the vesting of certain shares of Common Stock that became issuable on January 2, 2026 pursuant to the terms of the Restricted Stock Unit Issuance Agreements between the reporting person and the issuer dated January 2, 2024 and January 2, 2025. The shares underlying such restricted stock units (RSUs) were previously reported as Table I securities at the time the RSUs were granted. Accordingly, the issuance of such shares is not a reportable transaction on this Form 4.
2. Represents 160 shares of the issuer's Common Stock withheld in satisfaction of applicable withholding taxes upon the vesting of certain shares of Common Stock that became issuable on January 3, 2026 pursuant to the terms of the Restricted Stock Unit Issuance Agreement between the reporting person and the issuer dated January 3, 2023. The shares underlying such RSUs were previously reported as Table I securities at the time the RSUs were granted. Accordingly, the issuance of such shares is not a reportable transaction on this Form 4.
3. Represents 8,247 shares of the issuer's Common Stock and 4,213 shares of Common Stock underlying restricted stock units which will vest and become issuable in accordance with their terms.
4. Represents 17,876 shares subject to deferred stock units (DSUs) granted to the reporting person pursuant to dividend equivalent rights (DERs) accrued on outstanding DSUs granted by Connecticut Water Service, Inc., a wholly owned subsidiary of the issuer. DERs accrue when and as dividends are paid on the Common Stock underlying the awards and will vest and be settled in accordance with the same terms as the DSUs to which they relate.
Remarks:
/s/ Marisa Joss, Attorney-in-Fact for Kristen A. Johnson 01/06/2026
** 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.

FAQ

What insider activity did H2O America (HTO) disclose for Kristen A. Johnson?

The company reported that Chief Administrative Officer Kristen A. Johnson had shares of common stock withheld to cover taxes upon the vesting of previously granted restricted stock units on January 2, 2026 and January 3, 2026.

How many H2O America shares were withheld for taxes in this Form 4?

The filing shows 514 shares of common stock withheld on January 2, 2026 and 160 shares withheld on January 3, 2026, all in satisfaction of applicable withholding taxes related to RSU vesting.

How many H2O America shares does Kristen A. Johnson own after these transactions?

Following the reported tax withholding transactions, Kristen A. Johnson beneficially owned 12,460 shares of H2O America common stock directly.

What are the deferred stock units (DSUs) reported for H2O America’s CAO?

The Form 4 reports 17,876 shares subject to deferred stock units (DSUs), which arose from dividend equivalent rights on outstanding DSUs granted by Connecticut Water Service, Inc., a wholly owned subsidiary. These DSUs vest and are settled under the same terms as the related DSUs.

Do the Form 4 footnotes explain whether these were new grants or existing awards for H2O America (HTO)?

Yes. The footnotes state that the shares withheld for taxes relate to RSUs whose underlying shares had been previously reported when the RSUs were granted, so the RSU share issuances themselves are not new reportable transactions in this Form 4.

Is Kristen A. Johnson a director or major shareholder of H2O America?

According to the filing, Kristen A. Johnson is reported as an officer of H2O America with the title Chief Administrative Officer, and is not listed as a director or 10% owner.

H2O America

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