Welcome to our dedicated page for H2O America SEC filings (Ticker: HTO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
H2O America filings document the reporting obligations of an operating water and wastewater utility holding company. The company’s Form 8-K disclosures cover operating and financial results, material agreements, capital-structure actions, forward sale agreements tied to common stock offerings, and amendments to credit arrangements involving H2O America and its utility subsidiaries.
Proxy materials describe board composition, director elections, executive compensation, shareholder voting matters, and governance practices. The filing record also documents leadership and board-transition disclosures, financing terms, exhibit filings, and risk or capital-allocation disclosures connected to the company’s water utility and utility-related services business.
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.
H2O AMERICA President and COO Bruce A. Hauk reported equity compensation activity involving the company’s common stock. On February 27, 2026, he was granted 2,743 restricted stock units (RSUs) under the Long-Term Incentive Plan, each RSU convertible into one share as it vests in three annual installments.
Performance-based RSUs from a 2023 award also vested after achieving return on equity and relative total shareholder return goals, covering 1,230 ROE-based shares and 273 TSR-based shares. To cover related tax withholding on these vestings, 378 shares of common stock were disposed of at $53.79 per share. After these transactions, Hauk directly owned 16,616 shares of H2O AMERICA common stock.
H2O America reported that its CFO and Treasurer, Kelly Ann P, acquired 1,707 shares of common stock through a restricted stock unit (RSU) grant at no cash cost. These RSUs vest in three equal annual installments over three years. After this grant, she holds 10,064 shares in total, including 1,947 common shares and 8,117 shares underlying RSUs that will vest under their terms.
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.
Rowe Nick Orlando reported acquisition or exercise transactions in this Form 4 filing.
H2O America director Nick Orlando Rowe received an equity award of 505 restricted stock units under the company’s 2023 Long-Term Incentive Plan. The grant is recorded at a price of $0.00 per unit, reflecting a stock-based compensation award rather than a cash purchase.
Each restricted stock unit entitles Rowe to one share of H2O America common stock when it vests. The units will vest in full on the one-year anniversary of the grant date, with the potential for accelerated vesting under certain prescribed circumstances. After this grant, Rowe holds 505 shares-based units directly.
H2O America director Nick Orlando Rowe filed an initial ownership report on Form 3 for the company’s common stock. The filing shows he is a director and reports 0 shares of common stock owned directly following the reported date, establishing his baseline ownership position.
H2O America is registering $550,000,000 of common stock. This prospectus supplement states the offering includes $150,000,000 of shares to be sold by the issuer and $400,000,000 of shares to be sold by forward sellers under forward sale agreements.
The company expects to receive proceeds from the sale of the $150,000,000 of shares sold by H2O America, while proceeds from the $400,000,000 of forward seller shares will flow to forward purchasers except in specified circumstances. Forward sale agreements provide for settlement on or prior to March 2028, with possible physical, cash or net share settlement.
Proceeds are intended to fund the proposed acquisition of Quadvest (base purchase price $483.6 million) together with anticipated Debt Financing, but this offering is not conditioned on closing the Quadvest Acquisition or the Debt Financing.