H2O America SEC Filings

H2O America is asking stockholders to elect nine directors, approve executive pay on an advisory basis, and ratify Deloitte & Touche LLP as auditor for 2026 at its May 13, 2026 annual meeting in Biddeford, Maine.

The proxy highlights a refreshed board, with CEO Andrew F. Walters now also serving as Chair and Heather Hunt becoming Lead Independent Director. The board is majority independent and operates through fully independent audit, compensation, and nominating committees.

For 2025, H2O America reports $801 million in operating revenue, $105 million in adjusted net income, adjusted diluted EPS of $2.99, and record capital investments of $501 million, supporting 11.3% net utility plant growth and an 80+ year dividend history with 58 consecutive annual increases.

The Vanguard Group filed Amendment No. 6 to a Schedule 13G/A reporting 0% beneficial ownership of H2O America common stock. The filing explains an internal realignment effective January 12, 2026 that caused certain Vanguard subsidiaries or business divisions to report holdings separately in reliance on SEC Release No. 34-39538. The Form lists 0 shares beneficially owned and 0% of the class, with no sole or shared voting or dispositive power reported. The filing is signed by Ashley Grim, Head of Global Fund Administration.

ATLAS Infrastructure Partners (UK) Ltd. reports beneficial ownership of 4,533,815 shares of H2O America common stock, equal to 10.84% of the class as of 03/04/2026. The filing lists sole voting and dispositive power over those shares and is signed by a Partner and COO on 03/10/2026.

H2O America reports that Future Fund Board of Guardians disclosed beneficial ownership of 2,603,878 shares of common stock, representing 6.23% of the class as of 03/03/2026.

The filing states the shares are held indirectly through The Northern Trust Company as custodian for the reporting person. The filer is domiciled in Australia and supplied an authorized signature on 03/06/2026.

H2O America is conducting an underwritten public offering of 11,484,824 shares of common stock at $53.00 per share, using a forward sale structure with JPMorgan and Wells Fargo for 7,547,170 of those shares and directly issuing 3,937,654 shares.

Underwriters also exercised in full a 30-day option to buy an additional 1,722,723 shares. The company estimates net proceeds of about $588.9 million, or $677.2 million if the option is fully reflected, and plans to combine this with debt financing primarily to fund the Quadvest acquisition and related costs, or for general corporate purposes if that deal does not close.

H2O America is offering 3,937,654 shares of common stock, and forward sellers are offering 7,547,170 shares. The initial public offering price is $53.00 per share and the underwriters’ price to the public per share less underwriting discount equals an initial forward sale price of $51.2775 per share. We estimate net proceeds to the company from the shares sold by us of approximately $588.9M, and estimated net proceeds upon full physical settlement of the forward sale agreements of approximately $387.0M.

Proceeds are intended to finance the proposed acquisition of Quadvest, L.P. and Quadvest Wholesale, LLC (the "Quadvest Acquisition") and related fees and expenses and to fund general corporate purposes together with expected Debt Financing of up to $140M. The offering is not conditioned on the closing of the Quadvest Acquisition or the Debt Financing. Each forward sale agreement provides for settlement on or prior to March 2, 2028. Shares outstanding were 36,118,242 as of December 31, 2025; pro forma outstanding after full physical settlement would be 47,603,066.

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.

Mattern Megan reported acquisition or exercise transactions in this Form 4 filing.

H2O America reported that its Chief Accounting Officer, Principal Accounting Officer and Controller, Megan Mattern, received a grant of 2,166 restricted stock units of common stock under the company’s Long-Term Incentive Plan. These RSUs vest in three annual installments over three years from the grant date, and she now holds 14,785 RSUs in total.

H2O America’s Chief Administrative Officer Kristen A. Johnson reported several equity awards and a related tax withholding transaction. She received 1,312 restricted stock units that vest in three annual installments, plus 1,263 performance-based RSUs that vested after meeting ROE and TSR goals, and 145 deferred stock units from dividend equivalents. To cover taxes on the vesting RSUs, 470 shares of common stock were withheld at $53.79 per share.