8-K - H2O America | StockGist

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H2O America announced the pricing and closing of a public offering of 11,484,824 shares of common stock at $51.2775 per share, with underwriters exercising their full option for an additional 1,722,723 shares. The company issued 3,937,654 shares directly and entered forward sale agreements for 7,547,170 borrowed shares settling by March 2, 2028, to fund the Quadvest Acquisition and general corporate purposes.

Key Takeaways

1Offered 11,484,824 shares of common stock at $51.2775 per share via underwriting agreement dated March 2, 2026

2Company issued and sold 3,937,654 shares directly to underwriters

3Forward Sellers borrowed and sold 7,547,170 shares from third parties

4Underwriters exercised full option for additional 1,722,723 shares on March 3, 2026

5Entered Forward Sale Agreements with JPMorgan Chase Bank and Wells Fargo Bank for 7,547,170 shares at initial forward price $51.2775

6Net proceeds estimated at $588.9 million to fund Quadvest Acquisition of Quadvest, L.P. and Quadvest Wholesale, LLC

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement The disclosure regarding the Forward Sale Agreements (as defined below) under Item 8.01 of this Current Report on F

Material Agreement

7.01

. Regulation FD Disclosure On March 2, 2026, H2O America (the “Company”) issued a press release announcing the Offering (as defined below), and on March 3, 2026

Regulation Fd

8.01

. Other Events On March 2, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Wells Far

Other Event

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Document 1.1* Underwriting Agreement, dated March 2, 2026, by and among the Compan

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Quadvest, L.P. and Quadvest Wholesale, LLC (Quadvest Acquisition)

•Not conditioned on closing
•Proceeds for acquisition if closes, otherwise general corporate purposes

Material Agreement

Agreement: Underwriting Agreement
Parties: H2O America, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Forward Sellers, Forward Purchasers

•Dated March 2, 2026
•11,484,824 Offered Shares at $51.2775 per share
•3,937,654 shares issued by Company
•7,547,170 Borrowed Shares sold by Forward Sellers
•Underwriters exercised option for 1,722,723 additional shares
•Closing anticipated March 4, 2026

Exhibits (7)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

1.1

EXHIBIT 1.1

5.1

EXHIBIT 5.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1

99.2

EXHIBIT 99.2