SEC Filing | H2O America

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hto-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-8966

H2O AMERICA

(Exact name of registrant as specified in its charter)

Delaware

77-0066628

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

110 West Taylor Street, San Jose, CA

95110

(Address of principal executive offices)

(Zip Code)

(408) 279-7800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

HTO

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Non-accelerated filer ☐

Accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of October 21, 2026, there were 48,318,991 shares of the registrant’s Common Stock outstanding.

Table of Contents


TABLE OF CONTENTS

		Page
Forward-Looking Statements		3
PART I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the Three Months and Nine Months Ended September 30, 2026 and 2025	4
	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2026 and December 31, 2025	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months and Nine Months Ended September 30, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2026 and 2025	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.

The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but not limited to, the following factors:

•the risks associated with the recently completed acquisition of substantially all of the assets of the regulated water and wastewater utility operations of Quadvest, L.P., a Texas limited partnership (“Quadvest Retail”), and substantially all of the assets of the wholesale water and wastewater operations of Quadvest Wholesale, LLC, a Texas limited liability company (“Quadvest Wholesale,” and together with Quadvest Retail, “Quadvest”), including the risk of not successfully integrating Quadvest’s operations and not realizing the projected financial and other benefits of the transactions;

•the effect of water, utility, environmental and other governmental policies and regulations, including regulatory actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures, per- and polyfluoroalkyl substances (“PFAS”) and other decisions;

•changes in demand for water and other services;

•unanticipated weather conditions and changes in seasonality including those affecting water supply and customer usage;

•the effect of the impacts of climate change;

•unexpected costs, charges or expenses;

•our ability to successfully evaluate investments in new business and growth initiatives;

•contamination of our water supplies and damage or failure of our water equipment and infrastructure;

•the risk of work stoppages, strikes and other labor-related actions;

•catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, epidemic, or other similar occurrences;

•changes in general economic, political, business and financial market conditions;

•the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness and general market and economic conditions; and

•legislative and general market and economic developments.

These risks, uncertainties and other factors may cause the actual results, performance or achievements of H2O America to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Results for a quarter are not indicative of results for a full year due to seasonality and other factors. In addition, actual results, performance or achievements are subject to other risks and uncertainties that relate more broadly to our overall business, including those more fully described in our filings with the SEC, including our most recent reports on Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements are not guarantees of future performance, and speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

H2O America and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share and per share data)


	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
Operating revenue	$	250,229	240,550	$	643,996	606,404
Operating expense:
Production expenses:
Purchased water	50,360		38,163	116,953		101,537
Power	4,351		8,175	12,474		15,509
Groundwater extraction charges	36,020		39,608	87,848		84,253
Other production expenses	12,575		12,374	37,936		36,857
Total production expenses	103,306		98,320	255,211		238,156
Administrative and general	35,441		31,306	98,874		87,861
Maintenance	8,347		8,016	24,178		22,985
Property taxes and other non-income taxes	10,168		9,516	28,146		27,217
Depreciation and amortization	32,478		28,765	96,918		85,797

Total operating expense	189,740		175,923	503,327		462,016
Operating income	60,489		64,627	140,669		144,388
Other (expense) income:
Interest on long-term debt and other interest expense	(18,161)		(17,898)	(54,951)		(54,292)
Pension non-service credit	1,975		1,587	5,906		4,810

Other, net	3,943		2,607	9,595		5,384
Income before income taxes	48,246		50,923	101,219		100,290
Provision for income taxes	5,202		5,791	12,573		13,932
Net income	43,044		45,132	88,646		86,358

Comprehensive income	$	43,044	45,132	$	88,646	86,358

Earnings per share
—Basic	$	1.03	1.27	$	2.18	2.49
—Diluted	$	0.99	1.27	$	2.13	2.48
Dividends per share	$	0.44	0.42	$	1.32	1.26
Weighted average shares outstanding
—Basic	41,959,732		35,543,224	40,594,395		34,706,183
—Diluted	43,478,365		35,643,826	41,644,367		34,797,374

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O America and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)


	September 30, 2026		December 31, 2025
Assets
Utility plant:
Land	$	44,563	44,600
Depreciable plant and equipment	4,963,174		4,688,644
Construction work in progress	347,660		269,272
Intangible assets	51,683		51,683
Total utility plant	5,407,080		5,054,199
Less: accumulated depreciation and amortization	1,190,907		1,120,232
Net utility plant	4,216,173		3,933,967

Nonutility properties	2,239		1,683
Less: accumulated depreciation	106		103
Net nonutility properties	2,133		1,580

Current assets:
Cash and cash equivalents	572,957		20,686

Accounts receivable:
Customers, net of allowances for credit losses of $980 and $722 on September 30, 2026 and December 31, 2025, respectively	87,869		62,471
Income tax	—		2,720
Other	7,741		7,710
Accrued unbilled revenue	71,833		68,971

Prepaid expenses	15,977		11,634
Current portion of regulatory assets	14,621		8,315
Other current assets	7,138		8,086
Total current assets	778,136		190,593
Other assets:
Regulatory assets, less current portion	254,732		246,547
Investments	20,373		19,711
Postretirement benefit plans	84,887		80,967

Goodwill	640,311		640,311
Other	55,379		35,890
Total other assets	1,055,682		1,023,426
Total assets	$	6,052,124	5,149,566

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O America and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

(in thousands, except share and per share data)


	September 30, 2026		December 31, 2025
Capitalization and liabilities
Capitalization:
Stockholders’ equity:
Common stock, $0.001 par value; authorized 70,000,000 shares; 48,318,991 issued and outstanding shares on September 30, 2026 and 36,118,242 on December 31, 2025	$	48	36
Additional paid-in capital	1,582,745		958,188
Retained earnings	616,956		581,080
Accumulated other comprehensive income	1,467		1,467
Total stockholders’ equity	2,201,216		1,540,771
Long-term debt, less current portion	1,881,391		1,866,819
Total capitalization	4,082,607		3,407,590

Current liabilities:
Lines of credit	200,275		86,834
Current portion of long-term debt	7,882		23,504
Accrued groundwater extraction charges, purchased water and power	44,660		29,321
Accounts payable	87,913		75,427
Accrued interest	23,331		18,241
Accrued payroll	14,632		19,109


Other current liabilities	31,654		20,942
Total current liabilities	410,347		273,378

Deferred income taxes	332,866		307,893
Advances for construction	209,161		201,413
Contributions in aid of construction	354,547		342,697
Postretirement benefit plans	47,391		45,878
Regulatory liabilities, less current portion	583,599		546,797
Other noncurrent liabilities	31,606		23,920
Commitments and contingencies (Note 6)
Total capitalization and liabilities	$	6,052,124	5,149,566

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O America and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share and per share data)


	Common Stock			Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Total Stockholders’ Equity
	Number of Shares	Amount
Balances, December 31, 2025	36,118,242	$	36	958,188	581,080	1,467	1,540,771
Net income	—	—		—	19,013	—	19,013

Stock-based compensation	—	—		1,212	(10)	—	1,202
Issuance of restricted and deferred stock units	37,809	—		(616)	—	—	(616)
Employee stock purchase plan	23,112	—		1,023	—	—	1,023
Common stock issuance, net of costs	5,660,377	6		288,595	—	—	288,601
Dividends paid ($0.44 per share)	—	—		—	(15,912)	—	(15,912)
Balances, March 31, 2026	41,839,540	$	42	1,248,402	584,171	1,467	1,834,082
Net income	—	—		—	26,589	—	26,589

Stock-based compensation	—	—		1,715	(9)	—	1,706
Issuance of restricted and deferred stock units	13,313	—		(62)		—	(62)

Common stock issuance, net of costs	—	—		(2)		—	(2)
Dividends paid ($0.44 per share)	—	—		—	(18,411)	—	(18,411)
Balances, June 30, 2026	41,852,853	$	42	1,250,053	592,340	1,467	1,843,902
Net income	—	—		—	43,044	—	43,044

Stock-based compensation	—	—		1,750	—	—	1,750
Issuance of restricted and deferred stock units	7,003	—		(100)	—	—	(100)
Employee stock purchase plan	19,827	—		1,034	—	—	1,034
Common stock issuance, net of costs	6,439,308	6		330,008	—	—	330,014
Dividends paid ($0.44 per share)	—	—		—	(18,428)	—	(18,428)
Balances, September 30, 2026	48,318,991	$	48	1,582,745	616,956	1,467	2,201,216

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O America and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

(UNAUDITED)

(in thousands, except share and per share data)


	Common Stock			Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income	Total Stockholders’ Equity
	Number of Shares	Amount
Balances, December 31, 2024	33,629,169	$	34	827,796	537,184	1,960	1,366,974
Net income	—	—		—	16,551	—	16,551

Stock-based compensation	—	—		1,210	(9)	—	1,201
Issuance of restricted and deferred stock units	31,587	—		(908)	—	—	(908)
Employee stock purchase plan	26,129	—		1,116	—	—	1,116
Common stock issuance, net of costs	495,900	—		26,545	—	—	26,545
Dividends paid ($0.42 per share)	—	—		—	(14,142)	—	(14,142)
Balances, March 31, 2025	34,182,785	$	34	855,759	539,584	1,960	1,397,337
Net income	—	—		—	24,675	—	24,675

Stock-based compensation	—	—		1,464	(9)	—	1,455
Issuance of restricted and deferred stock units	16,702	—		(61)	—	—	(61)
Common stock issuance, net of costs	1,087,593	1		57,168	—	—	57,169

Dividends paid ($0.42 per share)	—	—		—	(14,604)	—	(14,604)
Balances, June 30, 2025	35,287,080	$	35	914,330	549,646	1,960	1,465,971
Net income	—	—		—	45,132	—	45,132

Stock-based compensation	—	—		1,988	(9)	—	1,979
Issuance of restricted and deferred stock units	418	—		1	—	—	1
Employee stock purchase plan	24,732	—		1,015	—	—	1,015
Common stock issuance, net of costs	492,859	1		24,425	—	—	24,426
Dividends paid ($0.42 per share)	—	—		—	(14,861)	—	(14,861)
Balances, September 30, 2025	35,805,089	$	36	941,759	579,908	1,960	1,523,663

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O America and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Nine months ended September 30,
	2026		2025
Operating activities:
Net income	$	88,646	86,358
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	101,298		89,638
Deferred income taxes	23,512		25,063
Stock-based compensation	4,677		4,662
Allowance for equity funds used during construction	(5,291)		(1,500)


Changes in operating assets and liabilities, net of acquired assets and liabilities
Accounts receivable and accrued unbilled utility revenue	(28,853)		(30,717)
Accounts payable and other current liabilities	1,244		(5,687)
Accrued groundwater extraction charges, purchased water and power	15,339		17,339
Tax receivable and payable, and other accrued taxes	(7,753)		(5,612)
Postretirement benefits	(4,460)		(2,737)
Regulatory assets and liabilities excluding cost of removal, income tax temporary differences and postretirement benefits	8,176		7,098
Other noncurrent assets and noncurrent liabilities	9,007		945
Proceeds from litigation settlement, net	3,570		6,640
Other changes, net	(24,418)		(10,207)
Net cash provided by operating activities	184,694		181,283
Investing activities:
Additions to utility plant:
Company-funded	(304,091)		(351,069)
Contributions in aid of construction	(40,722)		(18,546)

Cost to retire utility plant, net of salvage	(2,287)		(2,728)
Proceeds from sale of real estate investments and release of escrow deposit	1,087		2,801


Net cash used in investing activities	(346,013)		(369,542)
Financing activities:
Borrowings from lines of credit	264,876		364,287
Repayments of lines of credit	(151,435)		(357,042)
Long-term borrowings	17,262		65,000
Repayments of long-term borrowings	(17,938)		(3,307)
Issuance of common stock, net of issuance costs	618,613		108,138

Dividends paid	(52,751)		(43,607)
Proceeds from litigation settlement, net	7,328		14,421
Receipts of advances and contributions in aid of construction	29,571		43,666
Refunds of advances for construction	(2,780)		(3,639)
Other changes, net	844		542
Net cash provided by financing activities	713,590		188,459
Net change in cash and cash equivalents	552,271		200
Cash and cash equivalents, beginning of period	20,686		11,114


Cash and cash equivalents, end of period	$	572,957	11,314
Cash paid (refunded) during the period for:
Interest	51,215		58,308
Interest, net of amounts capitalized	44,812		53,277
Income taxes	168		(2,286)

Supplemental disclosure of non-cash activities:
Accrued payables for additions to utility plant	74,156		49,550
Utility property installed by developers	1,451		2,607

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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H2O AMERICA AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

Note 1.General

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of the results for the interim periods.

The unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States of America and in accordance with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). The Notes to Consolidated Financial Statements in H2O America’s 2025 Annual Report on Form 10-K, filed with the SEC on February 26, 2026, should be read in conjunction with the accompanying unaudited condensed consolidated financial statements.

H2O America is a holding company that conducts its business through the following wholly owned subsidiaries: San Jose Water Company (“SJWC”), H2O America TX Holdings, Inc., H2O America Land Company, H2O America NE LLC, and National Water Utility Service, LLC (“NWU”). H2O America TX Holdings, Inc. is a holding company for its wholly owned subsidiaries, SJWTX, Inc., doing business as The Texas Water Company (“TWC”), Texas Water Operation Services, LLC (“TWOS”) and Texas Water Resources, LLC (“TWR”). H2O America NE LLC is the holding company for Connecticut Water Service, Inc. (“CTWS”) whose wholly owned subsidiaries are The Connecticut Water Company (“CWC”), The Maine Water Company (“MWC”), New England Water Utility Services, Inc. (“NEWUS”), and Chester Realty, Inc. NWU is the contracting entity for shared services among the H2O America affiliates formed in October 2024. H2O America Risk Solutions, Inc. (“Risk Solutions”), is a captive insurance entity and wholly owned subsidiary of H2O America Inc., established in 2025 to manage certain insurance specific risks of the Company in addition to its use of traditional insurance products provided by its current insurance carriers. H2O America, through its subsidiaries, primarily provides water utility and other related services in California, Connecticut, Maine and Texas. H2O America has business in property management and real estate investment activity conducted by H2O America Land Company and Chester Realty, Inc.

TWC also holds a 25% equity interest in Acequia Water Supply Corporation (“Acequia”). Acequia has been determined to be a variable interest entity within the scope of Accounting Standards Codification (“ASC”) Topic 810—“Consolidation” with TWC as the primary beneficiary. As a result, Acequia has been consolidated with TWC.

Revenue

Water sales are seasonal in nature and influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased precipitation curtail water usage resulting in lower sales.

H2O America’s revenue components are as follows:


	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Revenue from contracts with customers	$	253,223	243,522	$	640,466	606,162
Alternative revenue programs, net	3,452		3,996	4,712		6,347
Other balancing and memorandum accounts and regulatory mechanisms, net	(7,273)		(7,804)	(3,623)		(8,792)
Rental income	827		836	2,441		2,687
	$	250,229	240,550	$	643,996	606,404

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H2O AMERICA AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

Nonutility Properties

The major components of nonutility properties are as follows:


	September 30, 2026		December 31, 2025
	(In thousands)
Land	$	914	914

Buildings and improvements	1,325		769

Subtotal	2,239		1,683
Less: accumulated depreciation and amortization	106		103
Total	$	2,133	1,580

Fair Value Measurement

The following instruments are not measured at fair value on H2O America’s condensed consolidated balance sheets as of September 30, 2026, but require disclosure of their fair values: cash and cash equivalents, accounts receivable and accounts payable. The estimated fair value of such instruments as of September 30, 2026 approximates their carrying value as reported on the condensed consolidated balance sheets. There have been no changes in valuation techniques during the three and nine months ended September 30, 2026. The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1.

The fair value of H2O America’s long-term debt was $1,638.4 million and $1,716.6 million as of September 30, 2026 and December 31, 2025, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company. Of the total fair value of long-term debt at September 30, 2026 and December 31, 2025, $1,619.9 million and $1,715.6 million, respectively, would be categorized as Level 2 in the fair value hierarchy and $18.4 million and $1.0 million, respectively, would be categorized as Level 3 in the fair value hierarchy.

Earnings per Share

Basic earnings per share is calculated using income available to common stockholders, divided by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated using the treasury stock method which comprises income available to common stockholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with restricted common stock awards under H2O America’s long-term incentive plans, and shares potentially issuable under the equity forward purchase agreements granted to investors in the equity offering discussed further in Note 3 “Capitalization” to these condensed consolidated financial statements. For the three months ended September 30, 2026 and 2025, 2,083 and 4,954 anti-dilutive restricted common stock units were excluded from the diluted earnings per share calculation, respectively. For the nine months ended September 30, 2026 and 2025, 1,644 and 38,734 anti-dilutive restricted common stock units were excluded from the diluted earnings per share calculation, respectively.

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H2O AMERICA AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

New Accounting Standards

The recently issued accounting standards that have not yet been adopted by the company as of September 30, 2026 are as follows:

Standard

Description

Date of Adoption

Application

Effect on the Condensed Consolidated Financial Statements

ASU 2024-03 “Disaggregation of Income Statement Expenses”

The ASU requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses. The ASU requires disclosure of purchases of inventory, employee compensation, depreciation, and intangible asset amortization in interim and annual reporting periods. Further, other amounts already required to be disclosed in accordance with current U.S. GAAP would be included in the same disclosure as the other disaggregation requirements. Additionally, the ASU requires qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as disclosure of selling expenses in annual periods and an entity’s definition of selling expenses.

The ASU is effective for H2O America for its annual financial statements for the year ending December 31, 2027 and for interim reporting periods for the year ending December 31, 2028. Early adoption is permitted.

Prospective, with retrospective application also permitted.

The standard is expected to only result in updates to disclosure and is not expected to have a material impact on the Company’s financial position and results of operations.

ASU 2025-06 “Intangibles-Goodwill and Other-Internal-Use Software (subtopic 350-40)”

The ASU updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability. The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements. ASU 2025-06 clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10.

The ASU is effective for H2O America for its annual financial statements for the year ending December 31, 2028 and for interim reporting periods for the year ending December 31, 2028.

Prospective, with retrospective application also permitted.

H2O America is currently evaluating the impact of ASU 2025-06 on its financial statements and will adopt ASU 2025-06 in fiscal year ended December 31, 2028.

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Standard

Description

Date of Adoption

Application

Effect on the Condensed Consolidated Financial Statements

ASU 2025-10 “Government Grants (Topic 832)”

The ASU establishes accounting for government grants received by business entities and includes guidance for (1) a grant related to an asset and (2) a grant related to income. The ASU requires that a government grant should not be recognized until it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received. Additionally, the ASU requires that a grant related to an asset be recognized on the balance sheet as the business entity incurs the related costs for which the grant is intended to compensate either as deferred income or an adjustment to the cost basis of the related asset. A grant related to income or a grant recognized as deferred income should be recognized in earnings on a systematic and rational basis over the periods in which the related costs are incurred that the grant is intended to compensate.

The ASU is effective for H2O America for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods. Early adoption is permitted.

Retrospective adoption with modified prospective and modified retrospective application also permitted.

H2O America is currently evaluating the impact of ASU 2025-10 on its financial statements and will adopt ASU 2025-10 in fiscal year ended December 31, 2029.

ASU 2025-11 “Interim Reporting (Topic 270)”

The ASU provides clarity about the current requirements, rather than an evaluation of whether to expand or reduce interim disclosure requirements. The ASU includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods.

The ASU is effective for H2O America for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

Prospective, with retrospective application also permitted.

H2O America is currently evaluating the disclosure impact of ASU 2025-11; however, the standard is not expected to impact the consolidated financial position, results of operations or cash flows.

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Note 2.Regulatory Matters

Regulatory assets and liabilities are comprised of the following:


	September 30, 2026		December 31, 2025
	(In thousands)
Regulatory assets:
Income tax temporary differences (a) (q)	$	222,606	204,384
Monterey Water Revenue Adjustment Mechanism (“M-WRAM”) (b)	6,785		8,553
Business combinations debt premium (c) (q)	7,866		9,772
Employee benefit costs (d) (q)	6,429		5,823
Catastrophic event memorandum accounts (“CEMA”) (e)	—		127
Revenue adjustment mechanisms (f) (q)	8,393		7,931
Customer Assistance Program (“CAP”) balancing account (g)	5,041		3,696

Water supply costs (h)	—		847
Ground Water Regulation Legal Expenses memorandum account (“GWRLEMA”) (i)	946		—
Other (j)	11,287		13,729
Total regulatory assets	269,353		254,862
Less: current portion of regulatory assets (k)	14,621		8,315
Total regulatory assets, less current portion	$	254,732	246,547
Regulatory liabilities:
Cost of removal (l)	417,924		394,391
Future income tax benefits due to customers (m)	80,921		82,285
Unrecognized pensions and other postretirement benefits (n)	30,942		32,996
Per- and Polyfluoroalkyl substances (“PFAS”) legal settlement proceeds (o)	36,388		24,682
Employee benefit costs (d)	13,296		8,771
Water supply costs (h)	437		—
Revenue adjustment mechanisms (f)	1,238		—
Other (p)	2,453		3,672
Total regulatory liabilities	583,599		546,797

Total regulatory liabilities, less current portion	$	583,599	546,797

___________________________________

(a)Consists primarily of temporary income tax differences that are flowed through to customers, which will be recovered in future rates as these temporary differences reverse. The company expects to recover regulatory assets related to plant depreciation income tax temporary differences over the lives of the plant assets, which are between 5 to 100 years.

(b)M-WRAM is described in the following section.

(c)Consists of debt fair value adjustments recognized through purchase accounting for the completed merger with CTWS in 2019.

(d)Includes deferrals of pension and other postretirement benefit expense and cost of accrued benefits for vacation, and group health insurance.

(e)The California Public Utilities Commission (“CPUC”) has authorized water utilities to activate CEMA accounts in order to track savings and costs related to SJWC’s response to catastrophic events, which includes external labor and materials, increases in bad debt from suspension of shutoffs for non-payment, waived deposits and reconnection fees, and divergence from actual versus authorized usage. The balances primarily relate to expenses associated with SJWC’s response to COVID-19, including bad debt.

(f)Primarily relates to Water Rate Adjustment mechanism (“WRA”). WRA and Water Conservation Memorandum Account (“WCMA”) are described in the following section.

(g)Primarily represents costs associated with SJWC’s CAP.

(h)Reflects primarily SJWC’s Full Cost Balancing Account (“FCBA”), which tracks differences in actual water supply costs compared to amounts assumed in base rates, including applicable changes and variations in costs and quantities that affect the overall mix of the water supply.

(i)Represents legal and related expenses associated with litigation and consensus-building activities related to SJWC’s water rights. The GWRLEMA was re-established in November 2025 to track these costs.

(j)Other includes other balancing and memorandum accounts and regulatory mechanisms, deferred costs for certain information technology activities, asset retirement obligations, tank painting, well reconditioning, rate case expenses and acquisition costs.

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(k)Primarily relates to the current portion of SJWC’s M-WRAM and the current portion of CWC’s WRA, deferred well redevelopment, carbon filters and rate case costs.

(l)Represents amounts collected in rates from customers for estimated costs to retire assets at the end of their expected useful lives before the costs are incurred.

(m)On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act included a reduction in the federal income tax rate from 35% to 21%. The rate reduction was effective on January 1, 2018 and resulted in a regulatory liability for the excess deferred income taxes. The benefit of amortization of excess deferred income taxes flows back to the customers under current normalization rules and agreed upon methods with the commissions.

(n)Represents actuarial losses and gains and prior service cost that have not yet been recognized as components of net periodic benefit cost for certain pension and other postretirement benefit plans.

(o)Primarily relates to legal settlements received by SJWC and CWC from ongoing PFAS water contamination litigation against manufacturers which will be used to offset future costs incurred, recorded as Contributions in Aid of Construction (“CIAC”), or returned to customers through future rates. The Water Contamination Litigation Memorandum Account (“WCLMA”) has been established to track net proceeds and costs resulting from water contamination litigation related to SJWC.

(p)Primarily relates to MWC’s accrued tank painting costs.

(q)Generally, not earning a return either by interest on the regulatory asset or as a component of rate base at the allowed rate of return.

SJWC has established balancing accounts for the purpose of tracking the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes. SJWC has been authorized for the use of the FCBA to track water supply costs and energy consumption. The M-WRAM balancing account tracks the difference between the revenue received for actual metered sales through the tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a uniform rate would have been in effect.

SJWC also maintains memorandum accounts to track impacts due to catastrophic events, certain unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, water conservation, water tariffs, and other approved activities or as directed by the CPUC. The WCLMA allows SJWC to track net proceeds and costs resulting from water contamination litigation. The WCMA allows SJWC to track lost revenue, net of related water costs, associated with reduced sales due to water conservation and associated calls for water use reductions, both mandatory and voluntary. SJWC records the lost revenue captured in the WCMA balancing accounts, including amounts related to a 20-basis point reduction in the authorized return on equity per the terms of the WCMA. Applicable drought surcharges collected are used to offset the revenue losses tracked in the WCMA. All balancing accounts and memorandum accounts not included for recovery or refund in the current general rate case will be reviewed by the CPUC in SJWC’s next general rate case or at the time an individual account balance reaches a threshold of 2% of authorized revenue, whichever occurs first.

CWC has been authorized by the Connecticut Public Utilities Regulatory Authority (“PURA”) to utilize a WRA, a decoupling mechanism, to mitigate risk associated with changes in demand. The WRA is used to reconcile actual water demands with the demands projected in the most recent general rate case and allows the company to implement a surcharge or sur-credit as necessary to recover or refund the revenues approved in the general rate case. The WRA allows the company to defer, as a regulatory asset or liability, the amount by which actual revenues deviate from the revenues allowed in the most recent general rate proceedings.

Note 3.Capitalization

In October 2024, H2O America entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $200.0 million. The Equity Distribution Agreement replaced the previous agreement that concluded in 2024. For the three and nine months ended September 30, 2026, H2O America did not issue or sell any shares of its common stock under the Equity Distribution Agreement and, accordingly, received no net proceeds therefrom. For the three and nine months ended September 30, 2025, the Company issued and sold 492,859 and 2,076,352 shares of its common stock, respectively, with a weighted average price of $50.27 and $52.47 per share respectively, and received $24.4 million and $108.1 million in net proceeds, respectively, under the Equity Distribution Agreement. Since the inception of the Equity Distribution Agreement, H2O America has issued and sold 2,763,359 shares of common stock at a weighted average price of $52.39 for total net proceeds of $143.0 million, and has $55.2 million of aggregate gross sales price of shares remaining to issue under the Equity Distribution Agreement as of September 30, 2026.

In March 2026, H2O America issued 3,937,654 shares of common stock in an underwritten offering pursuant to an Underwriting Agreement with J.P. Morgan Securities LLC and Wells Fargo Securities LLC, as representatives of several underwriters named in the Underwriting Agreement (the “Offering”). In connection with the Offering, H2O America entered into two-year forward purchase agreements to issue an additional 7,547,170 shares of common stock with an initial forward

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purchase price of $51.28 per share, subject to adjustment based on the overnight bank funding rate and expected dividend amounts due upon settlement through maturity in March 2028. The forward purchase agreements can be settled or net settled for delivery of physical shares or settled for cash at the option of H2O America. In addition, the underwriters in the Offering, through the exercise of a 30-day overallotment option, purchased an additional 1,722,723 shares of common stock at a price of $51.28 per share. Total net proceeds to H2O America for the common stock offering were $290.2 million after deducting the underwriting discounts and before estimated offering expenses payable by H2O America of $1.6 million, which are recognized as a reduction of additional paid-in capital. The forward purchase agreements are indexed to H2O America’s common stock and qualify for equity classification. Accordingly, they are not remeasured for changes in the fair value of the Company’s common stock, and no related gains or losses are recognized in earnings.

Note 4.Lines of Credit and Long-Term Liabilities

H2O America’s contractual obligations and commitments include senior notes, bank term loans, revenue bonds, state revolving fund loans, lines of credit, and other obligations.

Lines of Credit

The weighted average interest rate on short-term borrowings outstanding at September 30, 2026 was 4.67% compared to 4.75% at December 31, 2025.

As of September 30, 2026, the borrowing capacity of the lines of credit was $168.8 million, which excludes a $0.9 million standby letter of credit issued on behalf of H2O America Risk Solutions and guaranteed by H2O America under the Syndicated Credit Agreement.

Long-Term Debt

On November 12, 2025, SJWC entered into a Note Purchase Agreement with certain institutional investors. Under the agreement, SJWC issued an aggregate principal amount of $70.0 million of senior notes in two series consisting of $55.0 million of 5.83% Senior Notes, Series R ("Series R Notes"), and $15.0 million of 5.91% Senior Notes, Series S ("Series S Notes"). The issuance of the Series S Notes was subject to approval by the CPUC which closed on May 14, 2026. The Series S Notes are unsecured obligations of SJWC and are due on November 1, 2055. Interest is payable semi-annually in arrears on May 1st and November 1st of each year, commencing November 1, 2026.

The balance of long-term debt outstanding, net of unamortized debt issuance costs and debt premium and discount, as of September 30, 2026 and December 31, 2025 was $1,881.4 million and $1,866.8 million, respectively. The current portion of long-term debt as of September 30, 2026 and December 31, 2025 was $7.9 million and $23.5 million, respectively.

All of H2O America’s and subsidiaries’ debt and credit agreements contain customary covenants and events of default. As of September 30, 2026, H2O America and its subsidiaries were in compliance with all covenants related to their debt and credit agreements.

Note 5.Income Taxes

Income tax expense was $5.2 million and $5.8 million for the three months ended September 30, 2026 and 2025, respectively. Income tax expense was $12.6 million and $13.9 million for the nine months ended September 30, 2026 and 2025, respectively. The effective consolidated income tax rates were 11% for both the three months ended September 30, 2026 and 2025, and 12% and 14% for the nine months ended September 30, 2026 and 2025, respectively. The lower effective tax rate for the nine months ended September 30, 2026 was primarily due to higher flow through tax benefits.

H2O America had unrecognized tax benefits, before the impact of deductions of state taxes, excluding interest and penalties, of $4.8 million and $4.1 million as of September 30, 2026 and December 31, 2025, respectively.

On July 4, 2025, Public Law No. 119-21, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA contains several changes to corporate taxation including the extension of key provisions of the 2017 Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions which were effective in 2025 and others are phased in through tax year 2027. The legislation may be subject to further clarification and the issuance of interpretive guidance. The

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impact of the tax legislation was not material to the provision for income taxes and deferred tax balances for the three and nine months ended September 30, 2026.

Note 6.Commitments and Contingencies

H2O America and its subsidiaries are subject to ordinary routine litigation incidental to its business.

In October 2023, CWC, a subsidiary of H2O America, was named as a defendant in a putative class action lawsuit alleging that the water provided by CWC contained contaminants. The case is currently pending in the State of Connecticut Superior Court. CWC is vigorously defending itself in this lawsuit.

SJWC and CWC are plaintiffs in a lawsuit against manufacturers of certain PFAS compounds for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS compounds in public water supply systems owned and operated by these utility subsidiaries and throughout their respective service areas. The lawsuit is part of a Multi-District Litigation (“MDL”) that commenced on December 7, 2018 in the United States District Court for the District of South Carolina. MWC has also submitted timely claims as a settlement class member.

On February 8, 2024, the MDL court approved settlements involving defendants The Chemours Company, Corteva, Inc., and DuPont de Nemours, Inc. to resolve claims brought in the MDL against them by public water systems, including SJWC and CWC. On March 29, 2024, the MDL court approved a similar settlement involving defendant 3M Company. On November 22, 2024, the MDL court approved settlements involving defendants Tyco Fire Products LP and BASF Corporation. H2O America is entitled to a portion of the settlements and is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS manufacturers for potential impacts to the various claims that these utility subsidiaries have asserted.

For the three and nine months ended September 30, 2026, the Company received cash proceeds of $0.1 million and $11.1 million , respectively, from legal settlements with Tyco Fire Products LP, BASF Corporation, and 3M Company related to PFAS contamination. For the three months ended September 30, 2026, the total proceeds of $0.1 million received were allocated wholly to MWC, a portion of which is payable to contract operators. For the nine months ended September 30, 2026, the total proceeds of $11.1 million were allocated as follows: SJWC received $7.4 million; CWC received $3.5 million; and MWC received $0.2 million, which includes $0.1 million payable to contract operators.

For the three and nine months ended September 30, 2025, the Company received cash proceeds of $14.7 million and $21.2 million, respectively, in connection with a legal settlement with 3M Company related to PFAS contamination. For the three months ended September 30, 2025, the total proceeds of $14.7 million were allocated as follows: SJWC received $10.0 million; CWC received $4.6 million; and MWC received $0.1 million. For the nine months ended September 30, 2025, the total proceeds of $21.2 million were allocated as follows: SJWC received $14.5 million; CWC received $6.5 million; and MWC received $0.2 million, which includes $0.1 million payable to contract operators.

As of September 30, 2026, the Company has received aggregate cash proceeds of $36.2 million from MDL court approved settlements. The proceeds have been allocated as follows: SJWC received $24.4 million; CWC received $11.1 million; and MWC received $0.7 million, which includes $0.5 million payable to contract operators. The proceeds are compensatory in nature and are intended to compensate the Company for costs incurred, or to be incurred, to address the presence of PFAS compounds in public water supply systems or to be refunded to customers through rate reductions, and have been recorded as a regulatory liability subject to regulatory approval.

H2O America is entitled to receive additional cash proceeds from 3M Company in the subsequent seven years, pursuant to the terms of the settlement agreement. The total estimated proceeds to be received during this period are approximately $5.6 million.

H2O America is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS manufacturers for potential impacts to the various claims that these utility subsidiaries have asserted.

Note 7.Benefit Plans

H2O America maintains noncontributory defined benefit pension plans for its eligible employees. SJWC employees hired before March 31, 2008 and CWC and MWC employees hired before January 1, 2009 are entitled to benefits under the pension plans based on the employee’s years of service and compensation. For SJWC employees hired on or after March 31, 2008, benefits are determined using a cash balance formula based upon compensation credits and interest credits for each employee. Starting in 2023, TWC employees are also eligible to participate under SJWC’s cash balance plan. Certain employees hired before March 1, 2012, and covered by a plan merged into the CWC plan in 2013 are also entitled to benefits based on the

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employee’s years of service and compensation. CTWS employees hired on or after January 1, 2009, are entitled to an additional 3.0% of eligible compensation to their company sponsored savings plan. H2O America does not have multi-employer plans.

In addition, senior management hired before March 31, 2008, for SJWC and January 1, 2009 for CWC, are eligible to receive additional retirement benefits under supplemental executive retirement plans and retirement contracts. SJWC’s senior management hired on or after March 31, 2008, are eligible to receive additional retirement benefits under SJWC’s Cash Balance Executive Supplemental Retirement Plan. The supplemental retirement plans and Cash Balance Executive Supplemental Retirement Plan are non-qualified plans in which only senior management and other designated members of management may participate. H2O America also provides health care and life insurance benefits for retired employees under employer-sponsored postretirement benefits that are not pension plans.

The components of net periodic benefit costs for the defined benefit plans and other postretirement benefits are as follows:


	Pension Benefits			Other Benefits
	Three months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Service cost	$	1,707	1,644	$	143	156
Interest cost	3,943		3,901	311		337
Expected return on assets	(5,293)		(4,944)	(257)		(295)
Amortization of actuarial gain	(413)		(458)	(316)		(214)
Amortization of prior service cost	29		4	—		—
Total	$	(27)	147	$	(119)	(16)


	Pension Benefits			Other Benefits
	Nine months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Service cost	$	5,135	4,931	$	433	468
Interest cost	11,785		11,702	941		1,011
Expected return on assets	(15,828)		(14,831)	(734)		(885)
Amortization of actuarial gain	(1,179)		(1,373)	(891)		(642)
Amortization of prior service cost	87		11	—		—
Total	$	—	440	$	(251)	(48)

In 2026, H2O America expects to make required and discretionary cash contributions of up to $5.8 million to the pension plans and other postretirement benefits. For the three and nine months ended September 30, 2026, H2O America has made $0.7 million and $4.0 million of contributions to such plans.

Note 8.Equity Plans

H2O America’s long-term incentive plan provides employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or subsidiary the opportunity to acquire an equity interest in H2O America. In addition, shares are issued to employees under H2O America’s Employee Stock Purchase Plan (“ESPP”).

As of September 30, 2026, 270,852 shares are issuable upon the vesting of outstanding restricted stock units and deferred restricted stock units and an additional 796,651 shares are available for award issuances under the long-term incentive plans.

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A summary of compensation costs charged to income, by award type, and proceeds from the ESPP, are presented below:


	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
Compensation costs charged to income:
ESPP	$	90	75	$	270	264
Restricted stock and deferred restricted stock	1,660		1,913	4,407		4,398
Total compensation costs charged to income	$	1,750	1,988	$	4,677	4,662
ESPP proceeds	$	1,034	1,015	$	2,057	2,131

Restricted Stock and Deferred Restricted Stock

For the three months ended September 30, 2026, H2O America granted 2,468 restricted stock awards with a weighted average grant date fair value per unit of $58.28, which consisted of 1,480 three-year service-based restricted stock awards and 988 target units of three-year performance-based restricted stock awards. For the nine months ended September 30, 2026, H2O America granted 136,424 restricted stock awards with a weighted average grant date fair value per unit of $49.53, which consisted of 64,128 three-year service-based restricted stock awards and 72,296 target units of three-year performance-based restricted stock awards. Based upon actual attainment relative to the target performance metric, the number of shares issuable can range between 0% to 150% of the target number of shares.

For the three months ended September 30, 2025, H2O America granted 31,771 two-year and three-year service-based restricted stock awards with a weighted average grant date fair value per unit of $45.81 and 18,744 target units of performance-based and market-based restricted stock awards with a weighted average grant date fair value per unit of $51.47. For the nine months ended September 30, 2025, H2O America granted 98,085 one-year, two-year, and three-year service-based restricted stock awards with a weighted average grant date fair value per unit of $46.17 and 76,952 target units of performance-based and market-based restricted stock awards with a weighted average grant date fair value per unit of $51.80. Based upon actual attainment relative to the target performance metric, the number of shares issuable can range between 0% to 150% of the target number of shares for performance-based restricted stock awards and 0% to 200% of the target number for market-based restricted stock awards.

As of September 30, 2026, the total number of outstanding restricted stock awards and deferred restricted stock awards was 297,884 and the total number of shares vested but not issued was 27,032. As of September 30, 2026, unrecognized compensation costs related to restricted and deferred restricted stock plans were $9.6 million. This cost is expected to be recognized over a weighted average period of 1.2 years.

Note 9.Segment Reporting

H2O America’s single reportable segment provides water utility and utility-related services to its customers through H2O America’s subsidiaries, SJWC, CWC, TWC, MWC, and Acequia, which are aggregated and referred to as “Water Utility Services.” Water Utility Services’ activities are water utility operations with both regulated and non-tariffed businesses. Other business activities that do not comprise separately reportable segments primarily include SJWC’s City of Cupertino service concession arrangement operations, property management and investment activity conducted by H2O America Land Company and Chester Realty, Inc., contract water and sewer operations and other water-related services provided by NEWUS and are referred to as “Other Services.”

H2O America’s operating segments have been determined based on information used by the chief operating decision maker. H2O America’s chief operating decision makers (“CODM”) include the Chief Executive Officer and Chair of the Board; the Chief Financial Officer and Treasurer; the President and Chief Operating Officer; and the Vice President and General Counsel. However, ultimate decision-making authority rests with the Chief Executive Officer. The CODM reviews financial information presented on a consolidated basis that is accompanied by certain disaggregated information about operating revenue, expenses, net income, and total assets. The CODM uses net income to assess the financial performance of the segments and allocate resources (including employees, financial, or capital resources) in the budgeting and forecasting process.

Previously, H2O America presented a separate reportable segment for Real Estate Services and also presented a disaggregation of regulated and non-tariffed activities within the Water Utility Services reportable segment. Under the current presentation, the activities of Water Utility Services previously presented as “non-tariffed” are generally presented as “Other Services” along

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with the real estate activity. Certain allocated assets, such as goodwill, revenue and expenses have been included in the reportable segment amounts. Certain corporate costs and expenses are not allocated to Water Utility Services or Other Services and are shown separately to reconcile to the applicable consolidated amounts.


	For the three months ended September 30, 2026
	Reportable Segment
	Water Utility Services		Other Services (1)	Unallocated Corporate (2)	Consolidated
	(In thousands)
Operating revenue	$	245,634	4,595	—	250,229

Less:
Production expenses	101,224		2,082	—	103,306
Administrative and general	30,951		209	4,281	35,441
Maintenance	7,333		1,014	—	8,347
Property taxes and other non-income taxes	10,014		50	104	10,168
Depreciation and amortization	32,216		31	231	32,478
Interest on long-term debt and other interest expense	13,428		115	4,618	18,161

Provision (benefit) for income taxes	6,010		135	(943)	5,202
Other (3)	(5,058)		(25)	(835)	(5,918)
Net income (loss)	$	49,516	984	(7,456)	43,044

Capital expenditures	$	130,369	—	—	130,369


	For the three months ended September 30, 2025
	Reportable Segment
	Water Utility Services		Other Services (1)	Unallocated Corporate (2)	Consolidated
	(In thousands)
Operating revenue	$	236,222	4,328	—	240,550

Less:
Production expenses	96,411		1,909	—	98,320
Administrative and general	30,599		251	456	31,306
Maintenance	7,100		916	—	8,016
Property taxes and other non-income taxes	9,563		21	(68)	9,516
Depreciation and amortization	28,505		30	230	28,765
Interest on long-term debt and other interest expense	12,600		—	5,298	17,898

Provision (benefit) for income taxes	5,743		591	(543)	5,791
Other (3)	(1,435)		(370)	(2,389)	(4,194)
Net income (loss)	$	47,136	980	(2,984)	45,132

Capital expenditures	$	153,212	—	—	153,212

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	For the nine months ended September 30, 2026
	Reportable Segment
	Water Utility Services		Other Services (1)	Unallocated Corporate (2)	Consolidated
	(In thousands)
Operating revenue	$	631,738	12,258	—	643,996

Less:
Production expenses	250,631		4,580	—	255,211
Administrative and general	86,608		627	11,639	98,874
Maintenance	20,952		3,226	—	24,178
Property taxes and other non-income taxes	27,975		128	43	28,146
Depreciation and amortization	96,132		91	695	96,918
Interest on long-term debt and other interest expense	41,425		184	13,342	54,951

Provision (benefit) for income taxes	17,881		866	(6,174)	12,573
Other (3)	(13,080)		(176)	(2,245)	(15,501)
Net income (loss)	$	103,214	2,732	(17,300)	88,646

Capital expenditures	$	344,813	—	—	344,813


	For the nine months ended September 30, 2025
	Reportable Segment
	Water Utility Services		Other Services (1)	Unallocated Corporate (2)	Consolidated
	(In thousands)
Operating revenue	$	596,052	10,352	—	606,404

Less:
Production expenses	233,720		4,436	—	238,156
Administrative and general	82,317		1,063	4,481	87,861
Maintenance	20,848		2,137	—	22,985
Property taxes and other non-income taxes	27,278		(29)	(32)	27,217
Depreciation and amortization	85,022		91	684	85,797
Interest on long-term debt and other interest expense	38,358		—	15,934	54,292

Provision (benefit) for income taxes	17,755		1,100	(4,923)	13,932
Other (3)	(4,305)		(507)	(5,382)	(10,194)
Net income (loss)	$	95,059	2,061	(10,762)	86,358

Capital expenditures	$	369,615	—	—	369,615

______________________________

(1) The “Other Services” category includes the accounts of H2O America Land Company, Chester Realty, Inc., SJWC’s Cupertino service concession arrangement operations, TWOS, TWR, and NEWUS, on a stand-alone basis.

(2) The “Unallocated Corporate” category includes the accounts of H2O America, H2O America NE LLC, H2O America TX Holdings, Inc., CTWS, NWU, and Risk Solutions on a stand-alone basis.

(3) Primarily comprised of pension non-service credit (cost) and items of miscellaneous non-operating income (expense).

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H2O AMERICA AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

H2O America’s assets for the Water Utility Services reportable segment and all other are as follows:


	September 30, 2026		December 31, 2025
	(In thousands)
Water Utility Services (reportable segment)	$	5,475,573	5,054,235
Other Services	22,177		26,707
Unallocated Corporate	554,374		68,624
Total assets	$	6,052,124	5,149,566

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H2O AMERICA AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

Note 10.Acquisitions

Quadvest acquisition

On July 7, 2025, the Company, and its indirect subsidiary, TWC, entered into an asset purchase agreement (the “Regulated Business APA”) with Quadvest, L.P. (“Quadvest Retail”), pursuant to which, and subject to the terms and conditions set forth therein, Quadvest Retail agreed to sell, and TWC agreed to acquire, substantially all of the assets of Quadvest Retail’s regulated water and wastewater utility operations for a base price of $483.6 million, subject to certain post-closing adjustments.

Concurrently, on July 7, 2025, the Company and its indirect subsidiaries, TWOS and TWC (together with the Company and TWOS, the “Purchasers”), entered into another asset purchase agreement (the “Wholesale Business APA”) with Quadvest Wholesale, LLC (“Quadvest Wholesale”) pursuant to which, TWOS agreed to acquire substantially all of the assets of Quadvest Wholesale’s wholesale water and wastewater operations for a base amount of $56.4 million, subject to certain post-closing adjustments.

On July 9, 2025, TWC filed a request with the Public Utility Commission of Texas (the “PUCT”) to use Fair Market Value (“FMV”) to support its acquisition of Quadvest Retail. On August 7, 2025, the PUCT appointed three appraisers to determine the FMV. In December 2025, TWC received the appraised FMV from the PUCT-appointed appraisers for the assets of Quadvest Retail. In accordance with Texas’ FMV statute, the purchase price of $483.6 million will serve as the ratemaking rate base.

On October 1, 2026, the Company completed the acquisitions of substantially all of the assets of Quadvest Retail’s regulated water and wastewater utility operations and substantially all of the assets of Quadvest Wholesale’s wholesale water and wastewater operations (collectively, the “Quadvest Acquisitions”). The aggregate cash consideration transferred at closing was approximately $542.7 million, consisting of $480.9 million related to Quadvest L.P. and $61.8 million related to Quadvest Wholesale LLC. The acquisitions expanded the Company's regulated and wholesale water and wastewater utility operations within the greater Houston metropolitan area and are expected to provide opportunities for long-term customer growth, operational efficiencies, and geographic expansion within Texas.

The Company determined that both acquisitions represent business combinations under ASC 805, Business Combinations, as the acquired assets include inputs and substantive processes capable of generating outputs. Certain disclosures required by ASC 805 related to these acquisitions have been omitted because the information necessary to complete the required disclosure is not yet available due to the timing of the acquisitions relative to the issuance of these financial statements.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in thousands, except per share amounts and where otherwise noted)

The information in this Item 2 should be read in conjunction with the financial information and the notes thereto included in Item 1 of this Form 10-Q and the condensed consolidated financial statements and notes thereto and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in H2O America’s Annual Report on Form 10-K for the year ended December 31, 2025.

This report contains forward-looking statements within the meaning of the federal securities laws relating to future events and future results of H2O America and its subsidiaries that are based on current expectations, estimates, forecasts, and projections about H2O America and its subsidiaries and the industries in which H2O America and its subsidiaries operate and the beliefs and assumptions of the management of H2O America. Actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. For more information about such forward-looking statements, including some of the factors that may affect our actual results, please see our disclosures under “Forward-Looking Statements,” and elsewhere in this Form 10-Q, including Part II, Item 1A under “Risk Factors” as well as the disclosures under Part I, Item 1A in H2O America’s Annual Report on Form 10-K for the year ended December 31, 2025 under “Risk Factors.”

General:

H2O America is a holding company whose primary business involves ownership of public utilities that provide water and wastewater services, including the production, purchase, storage, purification, distribution, wholesale and retail sale of water. The water utility business of H2O America is conducted through the following wholly owned subsidiaries: San Jose Water Company (“SJWC”), The Connecticut Water Company (“CWC”), The Maine Water Company (“MWC”), and SJWTX, Inc. doing business as The Texas Water Company (“TWC”). As of September 30, 2026, these subsidiaries provide water service to approximately 409,000 water and wastewater service connections and serve a combined population of over 1.6 million people in California, Connecticut, Maine and Texas. Water utility services provided by these businesses are subject to regulation by the applicable state public utility commissions. These subsidiaries also engage in non-tariffed operations that are not subject to public utility commission regulation, including contract water and sewer operations, maintenance agreements, and antenna site leases.

Together, SJWC, excluding the City of Cupertino (“Cupertino”) service concession arrangement operations, CWC, MWC and TWC are referred to as “Water Utility Services,” which is our single reportable segment.

Other business activities that are not separately reportable segments are SJWC’s Cupertino service concession arrangement operations, Texas Water Operation Services, LLC (“TWOS”), Texas Water Resources, LLC (“TWR”), New England Water Utility Services, Inc. (“NEWUS”), H2O America Land Company and Chester Realty, Inc. and are collectively referred to as “Other Services.”

Business Strategy for Water Utility Services:

H2O America focuses its business initiatives in three strategic areas:

(1)Investing in regional regulated water utility operations to support the health, safety and quality of life of our customers;

(2)Regional non-tariffed water utility-related services provided in accordance with the guidelines established by applicable state public utility commissions; and

(3)Out-of-region water and utility-related services.

As part of our pursuit of the above three strategic areas, we consider from time to time opportunities to acquire businesses and assets. However, we cannot be certain we will be successful in identifying and consummating any strategic business combinations or acquisitions relating to such opportunities. In addition, the execution of our business strategy will expose us to different risks than those associated with the current utility operations. We expect to incur costs in connection with the execution of this strategy and any integration of an acquired business could involve significant costs, the assumption of certain known and unknown liabilities related to the acquired assets, the diversion of management’s time and resources, the potential for a negative impact on our financial position and operating results, entering markets in which we have no or limited direct prior experience, and the potential loss of key employees of any acquired company. Any strategic combination or acquisition we decide to undertake may also impact our ability to finance our business, affect our compliance with regulatory requirements, and impose additional burdens on our operations. Any businesses we acquire may not achieve sales, customer growth, and projected profitability that would justify the investment. Any difficulties we encounter in the integration process, including the

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integration of controls necessary for internal control and financial reporting, could interfere with our operations, reduce our operating margins, and adversely affect our internal controls. H2O America cannot be certain that any transaction will be successful or that it will not materially harm operating results or our financial condition.

As previously disclosed, on October 1, 2026, H2O America, through its indirect subsidiary, TWC, completed the acquisition of substantially all of the assets of Quadvest, including the assets of Quadvest, L.P. and Quadvest Wholesale LLC. The aggregate cash consideration transferred at closing was approximately $542.7 million, consisting of $480.9 million related to Quadvest L.P. and $61.8 million related to Quadvest Wholesale LLC. Please see Note 10 “Acquisitions” for further discussion. On the completion of these acquisitions, Quadvest brings operational scale, a strong development pipeline, and increased exposure to one of America’s fastest growing regions, Houston, TX. Quadvest brings a strong legacy of local relationships and reliable service. It has been providing water and sewer service in Southeast Texas for nearly 50 years through its operating entities.

Critical Accounting Estimates:

The discussion and analysis of our financial condition and results of operations is based on the accounting estimates used and disclosed in our 2025 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of our Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the Securities and Exchange Commission on February 26, 2026.

Our critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. Our significant accounting policies are described in the notes to the 2025 consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to critical accounting estimates or significant accounting policies during the three and nine months ended September 30, 2026.

New Accounting Pronouncements:

See Note 1 “General” for a discussion of new accounting pronouncements.

Results of Operations:

Water sales are seasonal in nature and are influenced by weather conditions. The timing of precipitation and climatic conditions can cause seasonal water consumption by customers to vary significantly. Due to the seasonal nature of the water business, the operating results for interim periods are not indicative of the operating results for a 12-month period. Revenue is generally higher in the warm, dry summer months when water usage and sales are greater, and lower in the winter months when cooler temperatures and increased precipitation curtail water usage and sales.

Overview

H2O America’s financial results and highlights include:


	Three months ended September 30,			Increase/ (decrease)	% Change		Nine months ended September 30,			Increase/ (decrease)	% Change
	2026		2025				2026		2025
	(In thousands, except per share data)
Operating Revenue	$	250,229	240,550	9,679	4	%	$	643,996	606,404	37,592	6	%
Operating Expenses	189,740		175,923	13,817	8	%	503,327		462,016	41,311	9	%
Net Income	43,044		45,132	(2,088)	(5)	%	88,646		86,358	2,288	3	%
Earnings Per Share - Basic	$	1.03	1.27	(0.24)	(19)	%	$	2.18	2.49	(0.31)	(12)	%
Earnings Per Share - Diluted	$	0.99	1.27	(0.28)	(22)	%	$	2.13	2.48	(0.35)	(14)	%

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Operating Revenue

H2O America has a single reportable segment, referred to as “Water Utility Services.” All other business activities not separately reportable are included in “Other Services.” Operating revenue for the Water Utility Services reportable segment and Other Services was as follows:


	Operating Revenue by Segment
	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Water Utility Services	$	245,634	236,222	$	631,738	596,052
Other Services	4,595		4,328	12,258		10,352
Total operating revenue	$	250,229	240,550	$	643,996	606,404

The change in consolidated operating revenue was due to the following factors:


	Increase/(decrease)
	Three months ended September 30, 2026 vs. 2025				Nine months ended September 30, 2026 vs. 2025
	(In thousands)
Water Utility Services:
Consumption changes	$	(4,083)	(2)	%	$	(2,039)	—	%
Increase in customers	455		—	%	1,141		—	%
Rate increases for:
Pass-through water costs1	7,537		3	%	17,507		3	%
All other increases2	8,733		4	%	25,170		4	%
Regulatory mechanisms3	(2,628)		(1)	%	(4,255)		(1)	%
Service and other revenue	(602)		—	%	(1,838)		—	%
Other Services	267		—	%	1,906		—	%
Total change in operating revenue	$	9,679	4	%	$	37,592	6	%

____________________

(1) Consists of rate increases specifically associated with changes in the water supply costs that are passed through to customers.

(2) Primarily associated with general rate cases and related annual escalation adjustments, infrastructure surcharges, and cost of capital adjustments.

(3) Excludes portion attributable to rate increases, which are shown in the rate increase lines above.

Operating Expense

Operating expense is summarized below:


	Operating Expense by Segment
	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Water Utility Services	$	181,738	172,178	$	482,298	449,185
Other Services	3,386		3,127	8,652		7,698
Unallocated Corporate	4,616		618	12,377		5,133
	$	189,740	175,923	$	503,327	462,016

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The change in consolidated operating expense was due to the following factors:


	Increase/(decrease)
	Three months ended September 30, 2026 vs. 2025				Nine months ended September 30, 2026 vs. 2025
	(In thousands)
Water production expenses:
Change in surface water use	$	(1,197)	(1)	%	$	(3,588)	(1)	%
Change in consumption	(2,450)		(1)	%	(162)		—	%
Change in new customers	161		—	%	237		—	%
Purchased water and groundwater extraction charge, energy price change and other production expenses, net	7,910		4	%	16,236		4	%
Balancing and memorandum account cost recovery	562		—	%	4,332		1	%
Total water production expenses	4,986		3	%	17,055		4	%
Administrative and general	4,135		2	%	11,013		2	%
Maintenance	331		—	%	1,193		—	%
Property taxes and other non-income taxes	652		—	%	929		—	%
Depreciation and amortization	3,713		2	%	11,121		2	%
Total change in operating expense	$	13,817	7	%	$	41,311	8	%

Sources of Water Supply

The Company’s water supply for its regulated utilities is diversified across groundwater, surface water, and purchased sources, with the mix of and reliance on such sources varying by region. Operations in California and Texas face greater hydrologic variability and drought-related pressures, partially mitigated by long-term contracts, conservation measures, and regulatory cost recovery mechanisms, while operations in Connecticut and Maine maintain more stable supply conditions with fewer near-term constraints. Across all regions, the Company relies on long-term agreements with regional authorities and continues to invest in infrastructure and supply reliability initiatives. Overall, management expects existing supplies to be adequate to meet anticipated customer demand throughout 2026, although cost and availability remain sensitive to weather patterns and regional conditions.


	Three months ended September 30,		Increase/ (decrease)	% of Total Change		Nine months ended September 30,		Increase/ (decrease)	% of Total Change
	2026	2025				2026	2025
	(billion gallons)
Purchased water	6.3	6.3	—	—	%	13.5	13.8	(0.3)	(1)	%
Groundwater	5.8	5.9	(0.1)	(1)	%	16.0	15.3	0.7	2	%
Surface water	3.1	2.9	0.2	1	%	9.0	8.3	0.7	2	%
Reclaimed water	0.3	0.4	(0.1)	(1)	%	0.7	0.7	—	—	%
	15.5	15.5	—	(1)	%	39.2	38.1	1.1	3	%

The changes in the source of supply mix were consistent with the changes in the water production expenses.

Water Production Expenses

The increase in water production expenses of $5.0 million for the three months ended September 30, 2026, compared to the same period in 2025, was primarily attributable to increases in average per unit costs for purchased water and groundwater extraction, partially offset by lower usage.

The increase in water production expenses of $17.1 million for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily attributable to increases in average per unit costs for purchased water and groundwater extraction and increases in water production balancing and memorandum accounts, primarily relating to the FCBA, partially offset by decreases in costs as a result of increased availability of surface water.

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Depreciation and Amortization

Depreciation and amortization expenses increased $3.7 million for the three months ended September 30, 2026 compared to the same period in 2025. The increase is associated with utility plant additions placed in service compared to the same period last year.

Depreciation and amortization expenses increased $11.1 million for the nine months ended September 30, 2026 compared to the same period in 2025. The increase is associated with utility plant additions placed in service compared to the same period last year.

Other Operating Expenses

Operating expenses, excluding water production expenses, increased $5.1 million for the three months ended September 30, 2026, compared to the same period in 2025. The increase was primarily attributable to a net increase in general and administrative expenses driven by higher merger and acquisition costs and outsourced services costs.

Operating expenses, excluding water production expenses, increased $13.1 million for the nine months ended September 30, 2026, compared to the same period in 2025. The increase was primarily attributable to a net increase in general and administrative expenses driven by higher merger and acquisition costs and outsourced services.

Other (Expense) Income

For the three months ended September 30, 2026, compared to the same period in 2025, the change in other (expense) income of $1.5 million was primarily due to an increase in gains on sale of non-utility properties, increase in investment income from higher investment balances and an increase in pension non-service credits.

For the nine months ended September 30, 2026, compared to the same period in 2025, the change in other (expense) income of $4.6 million was primarily due to an increase in investment income from higher investment balances, higher income from the equity portion of the AFUDC, an increase in pension non-service credits and an increase in gains on sale of non-utility properties.

Non-GAAP Financial Measures

H2O America's net income and diluted EPS are prepared in accordance with GAAP. Adjusted net income and Adjusted diluted EPS are non-GAAP financial measures representing GAAP earnings adjusted to exclude the effects of non-utility real estate transactions and costs associated with mergers and acquisition activities, if any. These non-GAAP financial measures are provided as additional information for investors to evaluate the performance of H2O America's business activities excluding these items. Management also believes these non-GAAP financial measures help investors and analysts better understand our actual results compared to our guidance on a non-GAAP basis. H2O America uses adjusted net income and/or adjusted diluted EPS as the primary performance measurements when communicating with analysts and investors regarding our outlook and results. Adjusted net income and Adjusted diluted EPS are also used internally to measure performance. However, these non-GAAP financial measures may be different from non-GAAP financial measures used by other companies, even when the same or similarly titled terms are used to identify such measures, limiting their usefulness for comparative purposes. Further, these non-GAAP financial measures should be considered as a supplement to the financial information prepared on a GAAP basis rather than an alternative to the respective GAAP financial measures.

The following tables reconcile Net Income and EPS, each as defined under GAAP, to our non-GAAP financial measures of Adjusted Net Income and Adjusted EPS for the three and nine months ended September 30, 2026, compared to the same periods in 2025:

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	Three months ended September 30,			Nine months ended September 30,
	2026		2025	2026		2025
	(In thousands)
Reported GAAP Net Income:	$	43,044	45,132	$	88,646	86,358
Adjustments:
Gain on sale of real estate investments1	(1,152)		(273)	(1,324)		(273)
Expense for merger, acquisition and integration related activities1	3,774		700	10,185		3,048
Non-recurring tax adjustment due to merger, acquisition and integration related activities2	264		—	264		—
Tax effect of above adjustments3	(733)		(109)	(2,479)		(766)
Adjusted Net Income (non-GAAP)	45,197		45,450	95,292		88,367

Reported GAAP Diluted Earnings Per Share	$	0.99	1.27	$	2.13	2.48
Adjustments:
Gain on sale of real estate investments, net of tax	(0.02)		(0.01)	(0.02)		(0.01)
Expense for merger, acquisition and integration related activities, net of tax	0.06		0.01	0.18		0.06
Non-recurring tax adjustment due to merger, acquisition and integration related activities	0.01		—	0.01		—
Adjusted Diluted Earnings Per Share (non-GAAP)	$	1.04	1.27	$	2.30	2.53

1 Included in the "Administrative and general" and “Other, net” lines on the condensed consolidated statements of comprehensive income.

2 Included in the “provision for income taxes” line on the condensed consolidated statements of comprehensive income.

3 The tax effect of the pre-tax adjustments is calculated using the applicable statutory tax rates and excludes the adjustment described in footnote ², as it is already reflected as a tax item.

Regulation and Rates

Almost all of the operating revenue of H2O America results from the sale of water at rates authorized by the subsidiaries’ respective state utilities commissions. The state utilities commissions set rates that are intended to provide revenue sufficient to recover operating expenses and the opportunity to achieve a specified return on common equity. The timing of rate decisions could have an impact on the results of operations.

Please also see Note 2 “Regulatory Matters”.

The following table describes current rate related activities as applicable for Water Utility Services:

Company

Jurisdiction

Regulatory Mechanism / Filing

Revenue Impact

Approval / Decision Date

Rates Effective

Approved Regulatory Proceedings

SJWC

California

Advice Letter No. 613 – Revenue Requirement and Balancing and Memorandum account Recovery

$21.3 million increase; $15.8 million recovery

Approved December 2024 (D.24-12-077)

January 1, 2025

SJWC

California

Advice Letter No. 616 – Purchased Water / Groundwater Offset

$22.5 million increase

Approved May 2025

July 1, 2025

SJWC

California

Advice Letter No. 617 – Advanced Metering Infrastructure (“AMI”) Project Recovery

$6.8 million increase

Approved May 2025

July 1, 2025

SJWC

California

Advice Letter No. 618 – Water Contamination Litigation Memorandum Account (“WCLMA”)

No immediate revenue impact

Approved July 2025

June 24, 2025

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SJWC

California

Advice Letter No. 620 – Ground Water Regulation Legal Expenses Memorandum Account (“GWRLEMA”)

No immediate revenue impact

Approved October 2025

November 14, 2025

SJWC

California

Advice Letter No. 621A – Revenue Requirement Increase

$17.2 million increase

Approved December 2025

January 1, 2026

SJWC

California

Cost of Capital (“COC”) Filing Deferment

No change expected

Approved November 2025

The timing for the next COC filing will be May 1, 2027, approximately effective January 1, 2028

SJWC

California

Advice Letter No. 627A – Monterey Water Revenue Adjustment Mechanism (“M-WRAM”)

$13.3 million surcharge

Approved June 2026

July 1, 2026

SJWC

California

Advice Letter No. 628A – Purchased Water / Groundwater Offset

$22.8 million increase

Approved June 2026

July 1, 2026

SJWC

California

Advice Letter No. 629A –
AMI Project Recovery

$8.38 million increase; $52.9 million rate base increase

Approved June 2026

July 1, 2026

CWC

Connecticut

2024 Water Infrastructure Conservation Adjustment (“WICA”) Reconciliation and Increase

$1.6 million surcharge, $6.0 million annual collection

Approved March 2025

April 1, 2025

CWC

Connecticut

2024 Water Rate Adjustment mechanism (“WRA”)

$4.6 million surcharge

Approved March 2025

April 1, 2025

CWC

Connecticut

2025 WICA Increase

$3.1 million surcharge, $9.1 million annual collection

Approved July 2025

October 1, 2025

CWC

Connecticut

Water Quality and Treatment Adjustment (“WQTA”)

$0.6 million surcharge

Approved March 2026

April 1, 2026

CWC

Connecticut

2025 WRA

$7.2 million surcharge

Approved March 2026

April 1, 2026

CWC

Connecticut

2025 WICA Reconciliation and Increase

Increase of $2.7 million surcharge and reconciliation surcharge of $0.3 million. $12.1 million annual collection

Approved March 2026

April 1, 2026

MWC

Maine

Camden Rockland General Rate Case

$0.9 million increase

Approved June 2025

July 1, 2025

MWC

Maine

Water Infrastructure Surcharge (“WISC”) for Oakland and Biddeford Saco divisions

$0.5 million surcharge

Approved June 2025

July 1, 2025

MWC

Maine

Request to establish a unified tariff across its ten separate rate divisions.

No revenue impact

Approved January 2026

February 1, 2026

MWC

Maine

WISC

$0.9 million surcharge

Approved May 2026

May 1, 2026

TWC

Texas

Amended System Improvement Charge (“SIC”)

Increase of $3.9 million for water and $0.2 million for sewer

Approved May 2025

May 15, 2025

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TWC

Texas

Second SIC Amendment

Approved revenue requirements decreased by approximately $0.03 million for water operations and $0.2 million for sewer operations compared to Docket No. 56974

Approved October 2026

October 1, 2026

Pending Regulatory Proceedings

SJWC

California

Cost of Recovery of Per- and Polyfluoroalkyl Substances (“PFAS”) Compliance Program

No immediate revenue impact

Filed April 10, 2026

Expected Q2 2027

CWC

Connecticut

General Rate Case

$28.8 million increase

Filed May 11, 2026

Expected February 2027

MWC

Maine

General Rate Case

$9.5 million increase

Filed April 13, 2026

Expected Q2 2027

In addition to filings included in the above table, TWC is required to file a general rate case on or before March 21, 2028.

Liquidity:

Water Utility Services’ business derives the majority of its revenue directly from residential and business customers. Management asserts that the collection rate for its accounts receivables has improved as the ability to use service disconnections has returned to normal.

Funds collected from Water Utility Services’ customers are used to pay for water production expenses, in addition to costs associated with general operations. Funds were also generated from borrowings.

In the nine months ended September 30, 2026, H2O America and its subsidiaries received $620.2 million in proceeds from an underwritten offering of common stock, which excludes $1.6 million in offering-related fees and expenses. The net proceeds were used to finance the acquisition of Quadvest L.P. and Quadvest Wholesale LLC and to support ongoing capital investment activities. See Note 3 “Capitalization” and Note 4 "Lines of Credit and Long-term Liabilities” for discussion on the equity and debt financing activities of H2O America. In addition, H2O America paid cash dividends on its common stock of $52.8 million during the nine months ended September 30, 2026.

In 2025, the dividends declared and paid on H2O America’s common stock represented approximately 57% of net income. H2O America and its predecessor have increased the annual dividend amount in each of the last 58 years. While historically H2O America has generally paid dividends equal to approximately 50% to 60% of its net income, H2O America cannot guarantee that this trend will continue in the future.

The following table provides a summary of our operating, investing and financing cash flows for the nine months ended September 30, 2026 and 2025:


	Nine months ended September 30,			Increase/ (decrease)
	2026		2025
	(In thousands)
Net cash provided by (used in):
Operating activities	$	184,694	181,283	3,411
Investing activities	(346,013)		(369,542)	23,529
Financing activities	713,590		188,459	525,131
Net increase in cash and cash equivalents	552,271		200	552,071
Cash and cash equivalents - beginning of the period	20,686		11,114
Cash and cash equivalents - end of the period	$	572,957	11,314

Cash Flow from Operating Activities

In the nine months ended September 30, 2026, H2O America generated cash flow from operations of $184.7 million compared to $181.3 million during the nine months ended September 30, 2025. Cash flows from operations are primarily generated by net

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income from revenue producing activities, adjusted for non-cash expenses for depreciation and amortization, deferred income taxes, share-based compensation, allowance for equity funds used during construction, gains on the sale of assets and other changes in working capital items.

In the nine months ended September 30, 2026, the increase in cash flows from operations was primarily attributable to higher net income, changes in working capital balances and changes in regulatory assets and liabilities.

Cash Flow from Investing Activities

Cash flows from investing activities consist of cash payments and cash receipts for capital expenditures and investments. Net cash used in investing activities for the nine months ended September 30, 2026, decreased by $23.5 million from the same period in the prior year related to lower company-funded utility capital expenditures of $47.0 million. These decreases were offset by increased developer-funded capital expenditures of $22.2 million and by amounts obtained in connection with the sale of real estate.

Cash Flow from Financing Activities

Cash flows from financing activities consist of cash payments to and cash receipts from creditors, investors, and developers. Net cash provided by financing activities for the nine months ended September 30, 2026 increased by $525.1 million from the same period in the prior year, primarily as a result of an increase in net proceeds from common stock equity offerings of $510.5 million and an increase in net borrowings on the lines of credit of $106.2 million. These increases were partially offset by (1) a decrease in proceeds from the issuance of long-term debt of $47.7 million, (2) a decrease attributable to higher repayments of long-term debt of $14.6 million, (3) a decrease in cash receipts from advances and contributions in aid of construction of $14.1 million and (4) a decrease in proceeds from PFAS litigation settlement of $7.1 million.

Budgeted Capital Expenditures

Water Utility Services’ estimated utility capital expenditures for 2026, exclusive of capital expenditures financed by customer contributions and advances, are anticipated to be approximately $440 million. The budgeted capital expenditures exclude capitalizable costs of approximately $25 million forecasted in 2026 that are associated with cloud-based computing arrangements. As of September 30, 2026, $304.1 million, or approximately 69%, of the $440 million has been invested.

Water Utility Services’ capital expenditures are incurred in connection with normal upgrading and expansion of existing facilities and to comply with environmental regulations. Over the next five years, Water Utility Services expects to incur approximately $2,568 million in capital expenditures, which includes replacement of pipes and mains, maintaining water systems, and installing approximately $400 million in PFAS treatment facilities. A significant portion of this amount is subject to future respective state regulatory utility commissions’ approval. Capital expenditures have the effect of increasing utility plant rate base on which Water Utility Services earns a return. Water Utility Services’ actual capital expenditures may vary from their projections due to changes in the expected demand for services, weather patterns, actions by governmental agencies, and general economic conditions. Total additions to utility plant normally exceed company-financed additions as a result of new facilities construction funded with advances from developers and contributions in aid of construction.

The Water Utility Services’ distribution systems were constructed during the period from the early 1900’s through today. Expenditure levels for renewal and modernization will occur as the components reach the end of their useful lives. In most cases, replacement costs will significantly exceed the original installation costs of the retired assets due to increases in the costs of goods and services and increased regulation.

In addition to these capital expenditures, Water Utility Services expects to incur approximately $100 million over the next five years, including $25 million in 2026, in capitalizable costs associated with cloud-based computing arrangements. For the nine months ended September 30, 2026, Water Utility Services incurred $21.0 million in cloud-based computing expenses.

Sources of Capital:

H2O America’s ability to finance future construction programs and sustain dividend payments depends on its ability to maintain or increase internally generated funds and attract external financing. The level of future earnings and the related cash flow from operations is dependent, in large part, upon the timing and outcome of regulatory proceedings.

Short-term Financing Agreements

H2O America and its subsidiaries have unsecured line of credit agreements where borrowings are used to refinance existing debt, for working capital, and for general corporate purposes.

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A summary of the line of credit agreements as of September 30, 2026 is as follows:


	Maturity Date	Line Limit		Amounts Outstanding	Unused Portion
		(In thousands)
Syndicated credit agreement:	September 12, 2031
H2O America		$	50,000	30,000	20,000
SJWC		160,000		116,000	44,000
CWC		80,000		49,000	31,000
MWC		10,000		—	10,000
SJWTX		50,000		2,000	48,000
Total syndicated credit agreement		350,000		197,000	153,000
SJWC credit agreement	June 11, 2027	10,000		—	10,000
CTWS credit agreement	August 2, 2028	10,000		3,275	6,725
		$	370,000	200,275	169,725

On June 11, 2026, SJWC extended the termination date of its uncommitted loan facility under the SJWC Credit Agreement from June 11, 2026 to June 11, 2027. On September 25, 2026, H2O America and its subsidiaries, SJWC, SJWTX, CWC and MWC, extended the maturity of the Syndicated Credit Agreement from September 12, 2030 to September 12, 2031.

Total outstanding borrowings under the unsecured lines of credit as of September 30, 2026 were $200.3 million. For the nine months ended September 30, 2026, the cost of borrowing on the lines of credit averaged 4.62% compared to 5.42% in the same period in 2025. As of September 30, 2026, the borrowing capacity of the lines of credit was $168.8 million, which excludes a $0.9 million standby letter of credit issued on behalf of H2O America Risk Solutions and guaranteed by H2O America under the Syndicated Credit Agreement.

All of H2O America’s and subsidiaries’ credit facilities contain customary financial and operating covenants. As of September 30, 2026, H2O America and its subsidiaries were in compliance with all covenants in their lines of credit.

Long-term Financing Agreements

On November 12, 2025, SJWC entered into a Note Purchase Agreement with certain institutional investors. Under the agreement, SJWC issued an aggregate principal amount of $70.0 million of senior notes in two series consisting of $55.0 million of 5.83% of Senior Notes, Series R ("Series R Notes"), and $15.0 million of 5.91% Senior Notes, Series S ("Series S Notes"). The issuance of the Series S Notes was subject to approval by the CPUC which closed on May 14, 2026. The Series S Notes are unsecured obligations of SJWC and are due on November 1, 2055. Interest is payable semi-annually in arrears on May 1st and November 1st of each year, commencing November 1, 2026.

The balance of long-term debt outstanding, net of unamortized debt issuance costs and debt premium and discount, as of September 30, 2026 was $1,881.4 million. The current portion of long-term debt as of September 30, 2026 was $7.9 million.

Equity Financing Arrangements

In October 2024, H2O America entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, pursuant to which the company may offer and sell shares of its common stock, $0.001 par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $200.0 million. The Equity Distribution Agreement replaced the previous agreement that ended in 2024. For the three and nine months ended September 30, 2026, H2O America did not issue or sell any shares of its common stock under the Equity Distribution Agreement and, accordingly, received no net proceeds therefrom. Since the inception of the Equity Distribution Agreement, H2O America has issued and sold 2,763,359 shares of common stock at a weighted average price of $52.39 for total net proceeds of $143.0 million, and has $55.2 million of aggregate gross sales price of shares remaining to issue under the Equity Distribution Agreement as of September 30, 2026.

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into two-year forward purchase agreements to issue an additional 7,547,170 shares of common stock with an initial forward purchase price of $51.28 per share, subject to adjustment based on the overnight bank funding rate and expected dividend amounts due upon settlement through maturity in March 2028. The forward purchase agreements can be settled or net settled for delivery of physical shares or settled for cash at the option of H2O America. In addition, the underwriters in the Offering, through the exercise of a 30-day overallotment option, purchased an additional 1,722,723 shares of common stock at a price of $51.28 per share. Total net proceeds to H2O America for the common stock offering were $290.2 million after deducting the underwriting discounts and before estimated offering expenses payable by H2O America of $1.6 million, which are recognized as a reduction of additional paid-in capital.

Credit Rating

The condition of the capital and credit markets or the strength of financial institutions could impact H2O America’s ability to draw on its lines of credit, issue long-term debt, sell its equity or earn interest income. In addition, government policies, the state of the credit markets and other factors could result in increased interest rates, which would increase H2O America’s cost of capital. While our ability to obtain financing will continue to be a risk, we believe that based on our 2026 and 2025 activities we will continue to have access to the external funding sources necessary to implement our ongoing capital investment programs in the future. On July 15, 2025, Standard & Poor’s Ratings Services revised the outlook for H2O America, CTWS and CWC from stable to negative following the announcement of the Quadvest acquisition.

The following table presents the current Standard & Poor’s Ratings Services assigned company ratings:

Entity

Rating

Outlook

H2O America

A-

Negative

SJWC

Stable

CTWS

A-

Negative

CWC

A-

Negative

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

H2O America is subject to market risks in the normal course of business, including changes in interest rates, pension plan asset values and equity prices. The exposure to changes in interest rates can result from the issuance of debt and short-term funds obtained through the Company’s variable rate lines of credit. H2O America’s subsidiaries sponsor noncontributory pension and other post-retirement plans for its employees. Pension and other post-retirement costs and the funded status of the plans may be affected by a number of factors including the discount rate, mortality rates of plan participants, investment returns on plan assets and pension reform legislation.

H2O America has no derivative financial instruments, financial instruments with significant off-balance sheet risks or financial instruments with concentrations of credit risk.

ITEM 4.CONTROLS AND PROCEDURES

H2O America’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of H2O America’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that H2O America’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by H2O America in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. H2O America believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There has been no change in internal control over financial reporting during the third fiscal quarter of 2026 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of H2O America.

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PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

H2O America and its subsidiaries are subject to ordinary routine litigation incidental to its business.

SJWC and CWC are plaintiffs in a lawsuit against manufacturers of certain PFAS compounds for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS compounds in public water supply systems owned and operated by these utility subsidiaries and throughout their respective service areas. The lawsuit is part of an Multi-District Litigation (“MDL”), that commenced on December 7, 2018 in the United States District Court for the District of South Carolina. MWC has submitted timely claims as a settlement class member.

On February 8, 2024, the MDL court approved settlements involving defendants The Chemours Company, Corteva, Inc., and DuPont de Nemours, Inc. to resolve claims brought in the MDL against them by public water systems, including SJWC and CWC. On March 29, 2024, the MDL court approved a similar settlement involving defendant 3M Company. On November 22, 2024, the MDL court approved settlements involving defendants Tyco Fire Products LP, and BASF Corporation. H2O America is entitled to a portion of the settlements and is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS manufacturers for potential impacts to the various claims that these utility subsidiaries have asserted.

For the three and nine months ended September 30, 2026, the Company received cash proceeds of $0.1 million and $11.1 million, respectively, from legal settlements with Tyco Fire Products LP, BASF Corporation, and 3M Company related to PFAS contamination. For the three months ended September 30, 2026, the total proceeds of $0.1 million received were allocated wholly to MWC, a portion of which is payable to contract operators. For the nine months ended September 30, 2026, the total proceeds of $11.1 million were allocated as follows: SJWC received $7.4 million; CWC received $3.5 million; and MWC received $0.2 million, which includes $0.1 million payable to contract operators.

For the three and nine months ended September 30, 2025, the Company received cash proceeds of $14.7 million and $21.2 million, respectively, in connection with a legal settlement with 3M Company related to PFAS contamination. For the three months ended September 30, 2025, the total proceeds of $14.7 million were allocated as follows: SJWC received $10.1 million; CWC received $4.5 million; and MWC received $0.1 million. For the nine months ended September 30, 2025, the total proceeds of $21.2 million were allocated as follows: SJWC received $14.5 million; CWC received $6.5 million; and MWC received $0.2 million, which includes $0.1 million payable to contract operators.

ITEM 1A.RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in H2O America’s Annual report on Form 10-K for the year ended December 31, 2025 and our other public filings, which could materially affect our business, financial condition or future results. There have been no material changes from risk factors previously disclosed in “Risk Factors” in H2O America’s Annual Report on Form 10-K for the year ended December 31, 2025.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three and nine months ended September 30, 2026, H2O America settled forward purchase agreements relating to 6,439,308 shares of common stock and received net proceeds of $330.0 million. Upon settlement, the Company issued the related shares of common stock, with the proceeds recognized as increases to common stock and additional paid-in capital. On October 1, 2026, the Company used the proceeds to pay for the acquisition of substantially all of the assets of Quadvest Retail’s regulated water and wastewater utility operations and substantially all of the assets of Quadvest Wholesale’s wholesale water and wastewater operations. See Note 10, “Acquisitions”.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Quarterly Dividend

On October 23, 2026, the Board of Directors of H2O America declared the regular quarterly dividend of $0.44 per share of common stock. The dividend will be paid on December 1, 2026, to stockholders of record as of the close of business on November 9, 2026.

Insider Trading Arrangements

In the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

Information Web Sites

H2O America posts information about the operating and financial performance of H2O America and its subsidiaries on its web sites at www.h2o-america.com, www.sjwater.com, www.ctwater.com, www.txwaterco.com, and www.mainewater.com from time to time. The information on our web sites is not a part of and should not be considered incorporated by reference into this Form 10-Q.

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ITEM 6.EXHIBITS


Exhibit Number						Description

10.1						Amended and Restated Director Compensation and Expense Reimbursement Policies (1)

10.2						Fourth Amendment, effective January 1, 2027, to the Connecticut Wa t er Company Deferred Compensation Plan, dated January 1, 2017 (1)

10.3						H2O America Deferral Election Program for Non-Employee Directors as A mended and R estated E ffective January 1, 2027. (1)

31.1						Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Executive Officer. (1)

31.2						Certification Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial Officer and Treasurer. (1)

32.1						Certification Pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

32.2						Certification Pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer and Treasurer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS						XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

(1)Filed currently herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

H2O AMERICA

Date:

October 26, 2026

By:

/s/ ANN P. KELLY

Ann P. Kelly

Chief Financial Officer and Treasurer

(Principal financial officer)

Document

H2O AMERICA

AMENDED AND RESTATED DIRECTOR COMPENSATION AND

EXPENSE REIMBURSEMENT POLICIES

Effective as of January 1, 2027

I. DIRECTOR COMPENSATION

A. ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE

H2O America (the “Corporation”) Board of Directors (the “Board”), through its Executive Compensation Committee, will review, or request management or outside consultants to review, appropriate compensation policies for the directors serving on the Board and its committees. This review may consider board compensation practices of other similar public companies, contributions to Board functions, service as committee chairs, and other appropriate factors.

B. COMPENSATION POLICIES

1. Annual Retainer

The Corporation shall pay the members of its Board who are not employed by the Corporation or any of its subsidiaries (each a “Non-Employee Director”) the following annual retainers:


Board/Committee	Role	Annual Retainer
Board	Non-Executive Chair	$	225,000
	Lead Independent Director	$	117,500
	Member	$	100,000
Audit	Chair	$	25,000
	Member	$	10,000
Compensation	Chair	$	20,000
	Member	$	7,500
Finance	Chair	$	15,000
	Member	$	5,000


Nominating & Governance	Chair	$	15,000
Nominating & Governance	Member	$	5,000
Sustainability	Chair	$	15,000
Sustainability	Member	$	5,000

No additional retainer shall be paid to a Non-Employee Director for serving on the board of directors of a subsidiary (“Subsidiary Board”) of the Corporation, except that the special independent director who will serve on the board of SJWNE LLC (and will not be serving on the Corporation’s Board) will receive an aggregate annual retainer of $57,500 for serving on such board and any other Subsidiary Boards.

2. Long-Term Incentive Plan

Non-Employee Directors may be eligible to participate in the Corporation’s 2023 Long-Term Incentive Plan (“LTIP”), and as hereafter amended, and may also be eligible to participate in programs now or hereafter established thereunder, as more fully set forth in the LTIP and the programs established thereunder.

II. EXPENSE REIMBURSEMENT

All reasonable expenses incurred by a Non-Employee Director in connection with his or her attendance at the Corporation’s Board meetings, Subsidiary Board meetings, Committee Meeting, or other meetings of the Corporation, which may include the expense of traveling first class for any travel within the United States, shall be reimbursed.

Document

2017 Connecticut Water Company
Deferred Compensation Plan

Amended and Restated Effective as of January 1, 2027

1.ESTABLISHMENT OF PLAN. Connecticut Water Service, Inc. established the 2017 Connecticut Water Company Deferred Compensation Plan, effective as of January 1, 2017, as an unfunded deferred compensation plan for a select group of key management or highly compensated employees of the Company and its Affiliates. The Plan is now amended and restated, effective as of January 1, 2027, to incorporate prior amendments and make certain changes to facilitate the Plan’s administration.

2.PURPOSE OF PLAN. The purpose of the Plan is to provide a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company and its Affiliates with benefits through the deferral of Base Salary and Incentive Compensation.

3.DEFINITIONS.

3.1“Acceleration Events” is defined in Section 9.1.

3.2“Accounts” means the hypothetical bookkeeping accounts established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes any or all of the following: (a) a Base Salary Deferral Account; (b) an Incentive Deferral Account; and (c) a Discretionary Contribution Account.

3.3“Affiliate” means:

(a) Any corporation, trade or business which is treated as a single employer with the Company under Code Sections 414(b) or 414(c) and designated by the Plan Administrator as an “Affiliate” for purposes of the Plan; and

(b)Any other entity designated by the Plan Administrator as an “Affiliate” for purposes of the Plan.

3.4“Base Salary” means the annual rate of base pay paid by the Company or an Affiliate to or for the benefit of the Participant for services rendered in a given Plan Year.

3.5“Base Salary Deferral Account” means a separate account maintained for each Participant to record the Participant’s Base Salary Deferrals made to the Plan and all earnings and losses allocable thereto.

3.6“Base Salary Deferrals” means deferrals of a Participant’s Base Salary for a given Plan Year.

3.7“Beneficiary” means any person or entity, designated in accordance with Section 13.7, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan.


DB2/ 652739778.7

3.8“Board” means the Board of Directors of the Company, as constituted from time to time.

3.9“Change in Control” means of a change in control under the following circumstances:

(a)A public announcement shall be made or a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Exchange Act disclosing that any person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary is the beneficial owner (as the term is defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of twenty percent (20%) or more of the total voting power represented by the Company’s then-outstanding voting common stock (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire voting common stock); or

(b)Any person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary, shall purchase shares pursuant to a tender offer or exchange offer to acquire any voting common stock of the Company (or securities convertible into such voting common stock) for cash, securities or other consideration, provided that after consummation of the offer, the person in question is the beneficial owner directly or indirectly, of twenty percent (20%) or more of the total voting power represented by the Company’s then-outstanding voting common stock (as calculated under clause (a), above); or

(c)The consummation of a consolidation or merger of the Company in which the Company is not the continuing or surviving corporation (other than a consolidation or merger of the Company in which holders of the outstanding capital stock of the Company immediately prior to the consolidation or merger have the same proportionate ownership of the outstanding capital stock of the surviving corporation immediately after the consolidation or merger as immediately before), or pursuant to which the outstanding capital stock of the Company would be converted into cash, securities or other property; or

(d)The complete liquidation or dissolution of the Company; or

(e)The consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or

(f)The Incumbent Directors cease for any reason to constitute at least a majority of the Board; or

(g)The Board of Directors, by a vote of a majority of all the Directors adopts a resolution to the effect that a Change in Control has occurred for purposes of the Plan.

3.10“Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.


DB2/ 652739778.7

3.11“Company” means Connecticut Water Service, Inc., a Connecticut corporation, or any successor thereto.

3.12“Deferral Election” means an election by an Eligible Employee to make Base Salary Deferrals and/or Incentive Deferrals. A Participant shall make a new Deferral Election with respect to each Plan Year.

3.13“Discretionary Contribution” means the amount (if any) that the Company contributes to the Plan on behalf of a Participant pursuant to Section 5.4.

3.14“Discretionary Contribution Account” means a separate account maintained for each Participant to record the Discretionary Contributions (if any) made to the Plan and all earnings and losses allocable thereto.

3.15“Effective Date” means January 1, 2017.

3.16“Election Form” means the notice or notices established from time to time by the Plan Administrator for making Deferral Elections under the Plan. The Election Form includes the amount or percentage of Base Salary Deferrals and/or Incentive Deferrals (subject to any minimum or maximum amounts established by the Plan Administrator and subject further to the Plan Administrator’s discretion to reduce any election before December 31 prior to the Plan Year to which such Election Form applies); the amount of Discretionary Contributions made by the Company, if any; the Payment Date(s), if applicable; the form of payment (lump sum or installments); and the selected Investment Options. Each Election Form shall become irrevocable as of the last day of the applicable Election Period, except with respect to Investment Options, as set forth in Section 6, in accordance with procedures established by the Plan Administrator. Election Forms may be distributed and/or submitted in paper or electronic form, and in one or more parts, as established by the Plan Administrator in its sole discretion.

3.17“Election Period” means the period established by the Plan Administrator with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Code Section 409A, as follows:

(a)General Rule. Except as provided in (b) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates.

(b)Newly-Eligible Employees. The Election Period for newly-eligible Eligible Employees shall end no later than thirty (30) days after the Employee first becomes eligible to participate in the Plan and shall apply only with respect to Base Salary earned after the effective date of the Deferral Election. Any election by a newly-eligible Eligible Employee shall be made in accordance with Code Section 409A.

3.18“Eligible Employee” means a management or highly compensated Employee who is selected by the Plan Administrator to participate in the Plan.

3.19“Employee” means an employee of the Company or an Affiliate.

3.20“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.


DB2/ 652739778.7

3.21“Exchange Act” means the Securities Exchange Act of 1934, as amended.

3.22“FICA Amount” has the meaning set forth in Section 9.1.

3.23“Incentive Compensation” means the portion of a Participant’s annual cash award under a short-term incentive program that the Company has identified as eligible for deferral under this Plan for a given Plan Year. Incentive Compensation eligible for deferral under this Plan does not include any equity award under H2O America’s Long-Term Incentive Plan or any successor or predecessor equity compensation plan of the Company or any Affiliate.

3.24“Incentive Deferrals” means deferrals of a Participant’s Incentive Compensation for a given Plan Year.

3.25“Incentive Deferral Account” means a separate account maintained for each Participant to record the Participant’s Incentive Deferrals made to the Plan and all earnings and losses allocable thereto.

3.26“Incumbent Directors” means those individuals who, on the Effective Date, constitute the Board, provided that any individual becoming a director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination) shall be an Incumbent Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Director.

3.27“Investment Option” means any one or more of the following, as determined by the Plan Administrator, either (a) a fixed interest rate established by the Plan Administrator or (b) any investment fund, index or other investment vehicle designated by the Plan Administrator for purposes of determining the notional investment return on all or any portion of a Participant’s Account in accordance with the provisions of Section 6.

3.28“Participant” means an Eligible Employee who elects to participate in the Plan by filing an Election Form in accordance with Section 5 and any former Eligible Employee who no longer makes Base Salary Deferrals or Incentive Deferrals or receives Discretionary Contributions but continues to be entitled to a benefit under the Plan.

3.29“Payment Date” means a fixed date or dates selected by a Participant in the Participant’s Election Form, or Subsequent Deferral Election Form, as applicable, for the payment of all or a portion of such Participant’s Accounts. The Payment Date must be July 1 of the calendar year specified by the Participant.

3.30“Payment Event” means the earliest to occur of (a) the fixed July 1 (if any) specified in the Participant’s Election Form, or Subsequent Deferral Election Form, as applicable, (b) a Participant’s Separation from Service, and (c) a Participant’s death.


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3.31“Plan” means this 2017 Connecticut Water Company Deferred Compensation Plan, as amended from time to time.

3.32“Plan Year” means the twelve consecutive month period which begins on January 1 and ends on the following December 31.

3.33“Separation from Service” has the meaning set forth in Code Section 409A(a)(2)(A)(i) and Treas. Reg. Section 1.409A-1(h) including the default presumptions thereunder.

3.34“Specified Employee” has the meaning set forth in Code Section 409A(a)(2)(B)(i) and Treas. Reg. Section 1.409A-1(i).

3.35“Specified Employee Payment Date” means the first payroll date of the seventh month following the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death).

3.36“State, Local and Foreign Tax Amount” has the meaning set forth in Section 9.

3.37“Subsequent Deferral Election” means an election by a Participant, in accordance with Section 8.3, to defer the Payment Date and/or change the form of payment (lump sum or installments), each with respect to amounts deferred under an Election Form or Subsequent Deferral Election Form previously submitted by the Participant.

3.38“Subsequent Deferral Election Form” means the notice or notices established from time to time by the Committee for making a Subsequent Deferral Election under the Plan. Subsequent Deferral Election Forms may be distributed and/or submitted in paper or electronic form.

3.39“Subsidiary” means any corporation or other entity, 50% or more of whose outstanding voting stock or general voting power is beneficially owned directly or indirectly by the Company.

3.40“Valuation Date” means any date as of which the balance credited to each of the Participant’s Accounts under the Plan is to be determined. If the date in question is coincident with a date on which the U.S. financial markets are open for business, then the Valuation Date shall be that same date; otherwise, the Valuation Date shall be first date immediately preceding the date in question on which the U.S. financial markets are open for business.

4.ELIGIBILITY; PARTICIPATION.

4.1Requirements for Participation.

(a)Annual Participation. Before the beginning of each Plan Year, the Plan Administrator shall select those Employees who shall be Eligible Employees for such Plan Year. Any Eligible Employee may participate in the Plan commencing as of the January 1 occurring after the date on which the Employee becomes an Eligible Employee. No Employee or other person shall have any claim or right to be an Eligible Employee under the Plan or, having been selected to be an Eligible Employee in one Plan Year, to be selected as an Eligible Employee in any other Plan Year.


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(b)New Hires. The Plan Administrator shall determine whether a newly hired Employee is an Eligible Employee at hire. A newly-hired Eligible Employee may participate in the Plan immediately upon submitting an Election Form in the time and manner prescribed by the Plan Administrator, and in no event later than 30 days following the date the newly hired Employee becomes an Eligible Employee.

4.2Election to Participate; Benefits of Participation. An Eligible Employee for a Plan Year may become a Participant in the Plan by making a Deferral Election in accordance with Section 5. A newly-hired Eligible Employee may elect only Base Salary Deferrals in the Plan Year in which the newly-hired Eligible Employee is hired, and only with respect to Base Salary earned after the date the Eligible Employee submits an Election Form. An Eligible Employee may become eligible for Discretionary Contributions at the Board’s sole discretion.

4.3Cessation of Participation. If a Participant ceases to be an Eligible Employee for a Plan Year, then any Deferral Elections already made for such Plan Year shall remain in force. Such Participant’s Accounts shall continue to be credited with earnings and losses pursuant to Section 6 and Section 8.5.

5.ELECTION PROCEDURES.

5.1Deferral Election. An Eligible Employee may elect to make Base Salary Deferrals and/or Incentive Deferrals by completing an Election Form and filing it with the Plan Administrator during the Election Period. An Election Form shall become irrevocable at the end of the Election Period. The Election Form for each Plan Year must specify:

(a)The amount or percentage of Base Salary Deferrals and/or Incentive Deferrals, in increments of 1% (subject to any minimum and maximum amounts established by the Plan Administrator on an individual or Plan-wide basis);

(b)The Payment Date(s) and the Payment Event, as applicable, for each of the Participant’s Base Salary Deferrals and Incentive Deferrals attributable to that Plan Year (subject to the provisions of the Plan);

(c)The form of payment for each of the Participant’s Base Salary Deferrals and Incentive Deferrals attributable to that Plan Year (lump sum or up to five equal annual installments); and

(d)The percentage or amount of each of the Participant’s Base Salary Deferrals, Incentive Deferrals, and Discretionary Contributions attributable to that Plan Year to be allocated to each Investment Option available under the Plan.

5.2Base Salary Deferrals. Subject to any minimum or maximum amount established by the Plan Administrator on an individual or Plan-wide basis for a Plan Year, a Participant may elect to defer up to fifty percent (50%) of the Participant’s Base Salary to be earned in any Plan Year by making a Deferral Election in accordance with this Section 5. Base Salary Deferrals shall be credited to a Participant’s Base Salary Deferral Account as of the date the Base Salary otherwise would have been paid to the Participant. The Plan Administrator reserves the right, in its sole


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discretion, to reduce a Participant’s Base Salary Deferral Election before the end of the Election Period.

5.3Incentive Deferrals. Subject to any minimum or maximum amount established by the Plan Administrator on an individual or Plan-wide basis for a Plan Year, a Participant may elect to defer up to one hundred percent (100%) of the Participant’s Incentive Compensation to be earned in any Plan Year by making a Deferral Election in accordance with this Section 5. Incentive Deferrals shall be credited to the Participant’s Incentive Deferral Account as of the date the Incentive Compensation vests in accordance with the applicable Incentive Compensation award. The Plan Administrator reserves the right, in its sole discretion, to reduce a Participant’s Incentive Deferral election before the end of the Election Period.

5.4Discretionary Contributions. The Company may, but is not required to, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount and subject to such terms as the Board shall determine at the time of the award in its sole discretion. The terms of any Discretionary Contributions need not be uniform among Participants. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account upon grant, subject to vesting in accordance with this Plan. The Company is under no obligation to make a Discretionary Contribution for any Participant in any Plan Year.

6.ACCOUNTS AND INVESTMENT OPTIONS.

6.1Establishment of Accounts. The Company shall establish and maintain Accounts on behalf of any Participant as deemed necessary by the Plan Administrator for administrative purposes.

6.2Investment Options.

(a)Except as provided in (b), below, the Plan Administrator shall select the Investment Options to be used for the deemed investment of Participant Accounts under the Plan. The Plan Administrator may, in its discretion, (i) designate one or more Investment Options to apply to all or any portion of Participant Accounts, or (ii) permit Participants to select from among one or more Investment Options designated by the Plan Administrator. The Plan Administrator may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. If the Plan Administrator permits Participant investment elections, a Participant must select the Investment Options for the Participant’s Accounts in the Participant’s Election Form and may make changes to the Participant’s selections only in accordance with procedures established by the Plan Administrator. If the Participant fails to make a required investment election, the Plan Administrator may, in its sole discretion, apply a default Investment Option (including no Investment Option) to all or any portion of the Participant’s Accounts.

(b)Notwithstanding the foregoing, the Connecticut Water Company Benefit Plan Administration Committee shall select the Investment Options to be made available under Corporate Owned Life Insurance policies held by the Plan. The Connecticut Water Company Benefit Plan Administration Committee may change, discontinue, or add to these Investment Options at any time in its sole discretion.


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(c)Unless determined otherwise by the Plan Administrator, all dividends, interest, gains, losses and distributions of any nature earned with respect to the Investment Option in which an Account is deemed invested shall be credited to that Account as though reinvested in additional shares of that Investment Option. Each Account of a Participant shall be charged with its allocable share of the costs and expenses incurred in connection with the administration of the investment return provisions of this Section 6.2, except to the extent the Company elects in its sole discretion to pay all or a portion of those costs and expenses.

6.3Investment Earnings and Losses. The Accounts shall be adjusted for earnings or losses based on the performance of the Investment Options selected by the Participant. Earnings and losses shall be computed on each Valuation Date.

6.4Nature of Accounts. Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Accounts are notional accounts, solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan, and shall not constitute or be treated as a trust fund of any kind.

6.5Statements. Each Participant shall be provided with statements setting out the amounts in the Participant’s Accounts which shall be available online and may be delivered at such intervals determined by the Plan Administrator.

7.VESTING.

7.1Vesting of Base Salary Deferrals. Participants shall be fully vested at all times in their Base Salary Deferrals and any earnings thereon when credited to the Base Salary Deferral Account.

7.2Vesting of Incentive Deferrals. Participants shall be vested in their Incentive Compensation in accordance with the terms of the applicable Incentive Compensation award. Incentive Deferrals shall be credited to the Participant’s Incentive Deferral Account as of the date the Incentive Compensation vests under the terms of the Incentive Compensation award. The Participant shall be fully vested at all times in the Participant’s Incentive Deferrals and any earnings thereon after the Incentive Deferrals are credited to the Incentive Deferral Account. The Board reserves the right to accelerate vesting of any Incentive Deferrals in its sole discretion, including but not limited to, upon the Participant’s death, disability, or a Change in Control.

7.3Vesting of Discretionary Contributions. Any Discretionary Contributions and any earnings thereon shall, as determined by the Plan Administrator either (a) be fully vested as of the date of grant or (b) vest in three equal annual installments following the date of grant, subject to the Participant’s continued employment with the Company or an Affiliate. The Plan Administrator reserves the right to accelerate vesting of any Discretionary Contributions in its sole discretion, including but not limited to upon the Participant’s death, disability, or a Change in Control.

8.PAYMENT OF PARTICIPANT ACCOUNTS.

8.1Timing of Payments.


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(a)Base Salary Deferrals and Incentive Deferrals. Except as otherwise determined by the Plan Administrator or provided in this Section, payments shall be made or commence on the earliest to occur of the Payment Events as follows:

(i)If the Payment Event is the Participant’s Separation from Service, payment shall be made or commence July 1 following the calendar year in which such Separation from Service occurs, subject to any delay described below for Specified Employees.

(ii)If the Payment Event is a Payment Date(s) selected by the Participant on the Election Form, payment shall be made or commence on July 1 of the calendar year selected by the Participant in the Participant’s Deferral Election, provided that:

(A)The Participant must select from among the available date(s) designated by the Plan Administrator and set forth in the Election Form;

(B)With respect to the Participant’s Incentive Deferral Account, the selected date(s) must be no earlier than July 1 that is two (2) years following the final vesting date of the applicable Incentive Compensation award.

(iii)If the Payment Event is the Participant’s death, payment shall be made within 90 days of the Participant’s death.

(b)Discretionary Contributions. Payment of a Participant’s Discretionary Contribution Account shall be made on the earlier to occur of the following events:

(i)The July 1 of the calendar year following the calendar year in which the Participant’s Separation from Service occurs, subject to any delay described below for Specified Employees; and

(ii)The Participant’s death.

(c)Timing of Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of the Participant’s Separation from Service, then no distribution of such Participant’s Accounts shall be made upon the Participant’s Separation from Service until the July 1 that is coincident with or next follows the Specified Employee Payment Date. Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment Date shall be accumulated and paid in a lump sum payment on the July 1 that is coincident with our next follows the Specified Employee Payment Date.

(d)Timing of Payments of Pre-2027 Deferrals and Contributions. Any Base Salary Deferrals, Incentive Deferrals and Discretionary Contributions made with respect to Plan Years beginning before January 1, 2027, shall be distributed in accordance with the terms of the Plan in effect at the time such amounts were deferred or contributed under the Plan.


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8.2Form of Payment.

(a)Base Salary Deferrals and Incentive Deferrals. Each Participant shall specify in the Participant’s Election Form the form of payment (lump sum or installments) for amounts in the Participant’s Base Salary Deferral Account and Incentive Deferral Account to which the Election Form applies, subject to the following limitations:

(i)If the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Plan Administrator and set forth in the Election Form. In no event may the Participant select more than five equal, consecutive, annual installments, to be made on July 1 of each year. In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum.

(ii)If the Participant elects to receive payment in installments commencing on a fixed date and such installment payments commence prior to the Participant’s Separation from Service, the installment payments shall continue to be made in accordance with the payment schedule associated with that fixed date.

(iii)If payment is made upon a Participant’s death, payment shall be made in a lump sum within 90 days following the Participant’s death.

(b)Discretionary Contributions. A Participant’s Discretionary Contribution Account shall be paid in a lump sum.

(c)Treatment of Pre-2027 Deferrals and Contributions. Any Base Salary Deferrals, Incentive Deferrals and Discretionary Contributions made with respect to Plan Years beginning before January 1, 2027, shall be distributed in accordance with the terms of the Plan in effect at the time such amounts were deferred or contributed under the Plan.

8.3Subsequent Deferral Elections. Notwithstanding anything in this Plan to the contrary, a Participant may change the time of payment for amounts in the Participant’s Discretionary Contribution Account and the time and/or form of payment for amounts in the Participant’s Base Salary Deferral Account, and Incentive Deferral Account, that the Participant previously elected by completing and submitting a Subsequent Deferral Election Form to the Committee; provided that (i) any such Subsequent Deferral Election shall not be effective until twelve (12) months have passed from the date the Subsequent Deferral Election is submitted, (ii) the Payment Date for amounts subject to the Subsequent Deferral Election may not be distributed (or for installments, commence to be distributed) earlier than five years from the date such amounts would have been distributed (or for installments, commenced to be distributed) absent the Subsequent Deferral Election. In addition, any Subsequent Deferral Election that changes the time and/or form of payment scheduled to be paid (or for installments, commenced to be paid) or pursuant to a fixed schedule must be submitted to the Committee not less than twelve (12) months before the date the payment(s) would be made or commence absent the Subsequent Deferral Election. A Subsequent Deferral Election under this Section 8.3 shall be subject to such terms and conditions as may be established by the Committee or its authorized delegate, and may be


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disregarded to the extent it is not in compliance with Treas. Reg. Section 1.409A-2(b).

8.4Medium of Payment. Any payment from a Participant’s Accounts shall be made in cash. In no event shall payment be made in the form of shares of the Company’s common stock or other securities (whether pursuant to the Company’s or any Affiliate’s equity compensation plan or otherwise).

8.5Timing of Valuation. The value of a Participant’s Account, including any earnings and losses, on the payment date shall be determined on the basis of the balance credited to that Account as of the most recent practicable Valuation Date (as determined by the Plan Administrator or its designate) preceding the date of the actual distribution.

8.6Forfeiture of Accounts

(a)Unvested Accounts. Unless otherwise determined by the Plan Administrator, a Participant’s unvested Incentive Deferrals and unvested Discretionary Contributions (if any) shall be forfeited upon the occurrence of a Payment Event.

(b)Clawback Provision. Notwithstanding any provision in the Plan to the contrary, any “incentive-based compensation” within the meaning of Section 10D of the Exchange Act will be subject to clawback by the Company in the manner required by Section 10D(b)(2) of the Exchange Act, as determined by the applicable rules and regulations promulgated thereunder from time to time by the Securities and Exchange Commission and by any national securities exchange on which the Company’s stock trades.

(c)Forfeiture Events. The Company may specify on an Election Form or a Discretionary Contribution award that the Participant’s rights, payments and benefits with respect to Incentive Deferrals or Discretionary Deferrals shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Election Form or Discretionary Contribution award or otherwise applicable to a Participant, a termination of the Participant’s employment or service for cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries.


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9.ACCELERATION EVENTS.

9.1Permissible Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Accounts upon the occurrence of any of the events (“Acceleration Events”) set forth in this Section 9. The Plan Administrator’s determination of whether payment may be accelerated in accordance with this Section 9 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a)Limited Cashouts. The Plan Administrator may accelerate payment of a Participant’s vested Accounts to the extent that (i) the aggregate amount in the Participant’s Accounts does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Plan Administrator’s decision to cash out the Participant’s Accounts is evidenced in writing no later than the date of payment.

(b)Payment of Employment Taxes. The Plan Administrator may accelerate payment of all or a portion of a Participant’s vested Accounts (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3010, 3121(a) and 3121(v)(2) (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided, however, that the total payment under this Section shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(c)Payment Upon Income Inclusion. The Plan Administrator may accelerate payment of all or a portion of a Participant’s vested Accounts to the extent that the Plan fails to meet the requirements of Code Section 409A; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.

(d)Payment of State, Local or Foreign Taxes. The Plan Administrator may accelerate payment of all or a portion of a Participant’s vested Accounts for:

(i)The payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “State, Local and Foreign Tax Amount”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or

(ii)The payment of income tax at source on wages imposed under Code Section 3401 as a result of such payment and the payment of the additional income tax at source on wages imposed under Code Section 3401 attributable to the additional Code Section 3401


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wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount.

10.CODE SECTION 162(m). If the Plan Administrator reasonably anticipates that if a payment were made as scheduled under the Plan it would result in a loss of the Company’s tax deduction due to the application of Code Section 162(m), such payment can be delayed and paid (a) during the Participant’s first taxable year in which the Plan Administrator reasonably anticipates that the Company’s tax deduction will not be limited or eliminated by the application of Code Section 162(m) or (b) subject to any required delay in payment to a Specified Employee, during the period beginning with the Participant’s Separation from Service and ending on the later of the last day of the Company’s taxable year in which the Participant Separates from Service or the 15th day of the third month following the Participant’s Separation from Service. Notwithstanding the foregoing, no payment under the Plan may be deferred in accordance with this Section unless all scheduled payments to the Participant that could be delayed in accordance with Treas. Reg. Section 1.409A-2(b)(7)(i) are also delayed.

11.PLAN ADMINISTRATION.

11.1Administration. The Plan shall be administered by the Board. The Board may delegate one or more of its administrative duties and responsibilities under the Plan to (i) a plan administrative committee comprised of two or more employees of the Corporation (the “Designated Plan Committee”) appointed to the Designated Plan Committee by the Board, (ii) one or more officers of the Company, or (iii) a third-party plan administrator selected by the Board. If the Designated Plan Committee is delegated authority under the Plan, the members of the Designated Plan Committee may thereafter be comprised of employees of the Company appointed by either the Board or the Company’s Chief Executive Officer. The Board, the Designated Plan Committee and any such officer or third-party administrator shall each, in carrying out the respective administrative duties and responsibilities delegated to them under the Plan, be referred to in this document as the “Plan Administrator”.

11.2The Plan Administrator shall have the authority to:

(a)Construe and interpret the Plan and apply its provisions;

(b)Promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

(c)Authorize any person to execute, on behalf of the Company, any
instrument required to carry out the purposes of the Plan;

(d)Determine minimum or maximum amounts that Participants may elect to defer under the Plan;

(e)Select the Investment Options that will be available for the deemed investment of Accounts under the Plan, subject to Section 6.2(b), and establish procedures for permitting Participants to change their selected Investment Options;


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(f)Select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees;

(g)Calculate deemed investment earnings and losses;

(h)Interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Form or agreement relating to the Plan; and

(i)Exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

11.3Non-Uniform Treatment. The Plan Administrator’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Plan Administrator shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Deferral Election; or (b) the availability of Investment Options.

11.4Plan Administrator Decisions Final. Subject to the claims procedures in Section 14, all decisions made by the Plan Administrator pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants and beneficiaries, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

11.5Indemnification. No member of the Board or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from the Board member’s or designee’s own willful malfeasance, gross negligence or reckless disregard of such individual’s duties.

12.AMENDMENT AND TERMINATION.

12.1The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such alteration, amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in the Participant’s Accounts and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Code Section 409A have been met.

13.MISCELLANEOUS.

13.1No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause.

13.2Tax Withholding. The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld.


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13.3Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of Connecticut, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law).

13.4Code Section 409A. It is generally intended that compensation paid or delivered to the Participants (or their beneficiaries) pursuant to the Plan is paid in compliance with Code Section 409A. However, the Company does not warrant that all compensation paid or delivered to the Participants (or their beneficiaries) will be exempt from, or paid in compliance with, Code Section 409A. The Participants understand and, for themselves and their beneficiaries agree, that they bear the entire risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payment of compensation under this Plan on a basis contrary to the provisions of Code Section 409A or comparable provisions of any applicable state or local income tax laws. For the purposes of determining when amounts otherwise payable on account of a Participant’s termination of employment under this Plan will be paid, which amounts become due because of a Participant’s termination of employment, “termination of employment” or words of similar import, as used in this Plan, shall be construed as the date that the Participant first incurs a “separation from service” for purposes of Code Section 409A on or following termination of employment. For purposes of Code Section 409A, each payment made under this Plan shall be a “separate payment.”

13.5General Assets/Trust. All amounts provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any Plan obligations. The assets of any such rabbi trust established for the Plan shall at all times be subject to the claims of the Company’s general creditors.

13.6No Warranties. Neither the Company nor the Board warrants or represents that the value of any Participant’s Accounts will increase. Each Participant assumes the risk in connection with the deemed investment of the Participant’s Accounts.

13.7Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a beneficiary, then the Participant’s designated beneficiary shall be deemed to be the Participant’s estate.

13.8No Assignment. The rights of a Participant and any beneficiary or beneficiaries under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or the Participant’s beneficiary or beneficiaries. Neither the Participant nor any beneficiary or beneficiaries under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, dispose, modify or otherwise encumber any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance of the Participant, or any beneficiary or beneficiaries, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Participant or any beneficiary or beneficiaries attempt assignment, anticipation, mortgage,


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commutation, hypothecation, transfer, disposal or other encumbrance of the benefits hereunder, such attempt shall be ineffective and shall not be given effect.

13.9Expenses. The costs of administering the Plan shall be paid by the Company.

13.10Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

13.11Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.

13.12Unfunded Arrangement. For purposes of ERISA, this Plan is an “unfunded” arrangement (within the meaning of Sections 201, 301 and 401 of ERISA) that is maintained primarily to provide deferred compensation benefits for the Participants, who are members of a select group of management or highly compensated employees of the Company and its Affiliates. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

14.CLAIMS PROCEDURES.

14.1Filing a Claim. Any Participant or other person claiming an interest in the Plan may file a claim in writing with the Board. The Board shall review the claim itself or appoint an individual or entity to review the claim.

14.2Claim Decision. The claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Board determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Board may have up to an additional ninety (90) days to process the claim. If the Board determines that an extension of time for processing is required, the Board shall furnish written or electronic notice of the extension to the claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Board expects to render its decision.

14.3Notice of Denial. If the Board denies the claim, it must provide to the claimant, in writing or by electronic communication, a notice which includes:

(a)The specific reason(s) for the denial;

(b)Specific reference to the pertinent Plan provisions on which such denial is based;

(c)A description of any additional material or information necessary for the claimant to perfect the claimant’s claim and an explanation of why such material or information is necessary;

(d)A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and


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(e)If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

14.4Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Board within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Board’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Board. The reviewer shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

14.5Notice of Decision on Appeal. If the Board denies the appeal, it must provide to the claimant, in writing or by electronic communication, a notice which includes:

(a)The specific reason(s) for the denial;

(b)Specific references to the pertinent Plan provisions on which such denial is based;

(c)A statement that the claimant may receive on request all relevant records at no charge;

(d)A description of the Plan’s voluntary procedures and deadlines, if any;

(e)A statement of the claimant’s right to sue under Section 502(a) of ERISA; and

(f)If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

14.6Claims Procedures Mandatory. The internal claims procedures set forth in this Section are mandatory. If a claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section, the denial of the Claim shall become final and binding on all persons for all purposes.


DB2/ 652739778.7

IN WITNESS WHEREOF, Connecticut Water Service, Inc. has adopted this amendment and restatement of the Plan, effective as of January 1, 2027.


			CONNECTICUT WATER SERVICE, INC.
			By: Its: VP, HR and Corporate Secretary


DB2/ 652739778.7

Document

H2O AMERICA
DEFERRAL ELECTION PROGRAM FOR NON-EMPLOYEE BOARD MEMBERS
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2027

I.PURPOSE OF RESTATEMENT

A.The Executive Compensation Committee (the “ECC”) of the Board of Directors (the “Board”) of H2O America (the “Corporation”) adopted the H2O America Deferral Election Program for Non-Employee Board Members (the “Program”) on January 30, 2006. The Program was subsequently amended June 1, 2006, December 6, 2007, October 30, 2013, November 14, 2016, and February 26, 2025. The Program is now amended and restated, effective as of January 1, 2027, to incorporate the prior amendments and make certain changes to facilitate administration of the Program.

B.The objectives of the Program are to (i) continue to promote the long-term success of the Corporation by linking incentive opportunities for non-employee members of the Board to the performance of the Corporation and (ii) permit Board members to elect to defer Board compensation, including retainer fees for service on any Board committee and fees for attendance at Board and Board committee meetings.

II.ELIGIBILITY

Each non-employee member of the Corporation’s Board of Directors is eligible to participate in the Program.

III.DEFERRAL AWARDS.

A.Annual Service Fees. For purposes of the Program, “Annual Service Fees” shall mean the following fees payable to an eligible Board member for each calendar year for which the Program continues in effect: (i) the annual retainer fee for service as a non-employee member of the Board of Directors of the Corporation or any affiliated entity (with each such board to be separately referred to herein as the “Board”); (ii) the annual retainer fee for service as a non-employee member of any committee of a Board; (iii) the attendance fee for each meeting of a Board that is scheduled for such calendar year prior to the start of that calendar year; and (iv) the attendance fee for each meeting of a committee of a Board on which the individual serves that is scheduled for such calendar year prior to the start of that calendar year. Fees for Board or Board committee meetings that occur during a particular calendar year, but that were not scheduled prior to the start of that calendar year cannot be deferred under the Program.

B.Deferral Procedure. Each non-employee member of the Corporation’s Board of Directors (“Participant”) may elect to defer the following percentages of the Participant’s Annual Service Fees for any calendar year by completing and filing with the Corporation a Deferral Election Form for that calendar year:

-either fifty percent (50%) or one hundred percent (100%) of the portion of the Annual Service Fees attributable to the retainer fees for service on each Board and each committee of such Board on which the Participant serves, and

-one hundred percent (100%) of the portion of the Annual Service Fees attributable to the meeting fees of each Board and each committee of such Board on which the Participant serves.


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C.Filing of Election. Such election must be filed on or before December 31 of the calendar year preceding the particular calendar year for which the Annual Service Fees subject to that election are to be earned. Each such election shall become irrevocable on that December 31 filing deadline and cannot be modified for any reason thereafter.

D.Deferral Election Account. For each calendar year for which the Participant defers all or part of the Participant’s Annual Service Fees, a separate Deferral Election Account shall be established and credited with the amount of the Annual Service Fees deferred for that year. The Annual Service Fees that a Participant defers for a particular calendar year shall be credited periodically to the Participant’s Deferral Election Account for that year as and when those Annual Service Fees would otherwise become due and payable to the Participant during such calendar year in the absence of the Participant’s Deferral Election for that calendar year, with the final such credit to be made no later than the last business day in that calendar year. All amounts so credited to the Participant’s Deferral Election Account established for that calendar year shall at all times be fully vested.

The Participant’s right to receive the balance credited to the Participant’s Deferral Election Account, shall be an unfunded and unsecured right of a general creditor.

E.Interest Credits. The Annual Service Fees for any calendar year that are deferred under the Program will be credited as a dollar amount to the Deferral Election Account established for the Participant for that particular year. The Participant’s Deferral Election Account will subsequently be credited with a fixed rate of interest, equal to the lower of (i) the then current 30-year long-term borrowing cost of funds to San Jose Water Company (or the equivalent thereof), as determined by the Plan Administrator as of the start of such calendar year, or (ii) 120% of the long-term Applicable Federal Rate, as determined by the Plan Administrator as of the start of such calendar year and based on semi-annual compounding. Earnings will be calculated daily and posted to the Participant’s Deferral Election Account monthly.

IV.DISTRIBUTION OF DEFERRAL ELECTION ACCOUNTS

A.Distribution of each of the Participant’s Deferral Election Accounts relating to deferred Annual Service Fees shall be made or commence on the thirtieth (30th) day following the Participant’s cessation of service as a member of the Corporation’s Board of Directors or as soon as administratively practicable after such scheduled distribution date, but in no event later than the end of the calendar year in which such cessation of Board service occurs or (if later) the fifteenth (15th) day of the third (3rd) calendar month following the date of such cessation of Board service. Each of the Participant’s separate post-2007 Deferral Election Accounts shall be distributed in cash either in the form of a single lump sum or in up to ten (10) annual installments, as the Participant may elect in the Participant’s Deferral Election Form for the calendar year to which that account pertains.

B.If the Participant dies before the entire balance of the Participant’s Deferral Election Accounts is distributed, then the unpaid balance shall be paid in a lump sum to the Participant’s designated beneficiary(ies) under the Program. Such payment shall be made within sixty (60) days after the date of the Participant’s death or as soon as administratively practical following the Participant’s death, but in no event later than the later of: (i) the end of the calendar year in which the Participant’s death occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of the Participant’s death. The Participant may designate one or more such beneficiaries or may revoke the Participant’s existing beneficiary designation and make a new designation, by filing a properly completed Beneficiary Designation, in substantially the form of attached Exhibit A, with the Plan Administrator or its designate. Should the Participant die without a valid beneficiary designation in effect or after the death of the


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Participant’s designated beneficiary(ies), then any amounts due him or her under the Program shall be paid to the personal representative of the Participant’s estate.

V.DEFINED TERMS

All capitalized terms in this Agreement, to the extent not expressly defined herein, shall have the meaning assigned to them in this Program document or the Deferral Election Form.

VI.MISCELLANEOUS.

All of the Participant’s Deferral Election Accounts are in all respects limited by and subject to the terms of this Program, the applicable Deferral Election Forms and any distribution elections made by the Participant pursuant to Sections IV.A and IV.B of the Program.

The Program shall be administered by the Corporation’s Board of Directors or, to the extent the Corporation’s Board of Directors has delegated administrative authority to the ECC, the ECC. The Corporation’s Board of Directors or the ECC, as applicable, may delegate any of its authority under the Program to one or more officers of the Corporation. As used herein, the “Plan Administrator” means the Corporation’s Board of Directors, the ECC or any officer to whom administrative authority has been delegated, as applicable.

The Corporation’s Board of Directors may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof, upon recommendation by the ECC; provided, however, that no such alteration, amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in the Participant’s Deferral Election Accounts and provided, further, that, no payment of benefits shall occur upon termination of the Program unless the requirements of Section 409A of the Internal have been met.


DB2/ 652593819.7

EXHIBIT A

DEFERRAL ELECTION PROGRAM FOR NON-EMPLOYEE BOARD MEMBERS

DESIGNATION OF BENEFICIARY

I hereby designate the following individual or individuals as the beneficiary or beneficiaries of all my right, title and interest in and to the unpaid balance credited to my Deferral Election Accounts under the SJW Group Deferral Election Program for Non-Employee Board Members (the “Program”) at the time of my death, hereby revoking any prior designation of beneficiaries made by me under the Program:


	Name	Relationship	Percent of Total
(1)
(2)
(3)
(4)

The beneficiary must survive me; otherwise, the Participant’s designated share is to be divided equally among the beneficiaries who do survive me.

Signature:

Name:

Date: , 20


DB2/ 652593819.7

Document

Exhibit 31.1

CERTIFICATIONS

I, Andrew F. Walters, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of H2O America (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	October 26, 2026	/s/ ANDREW F. WALTERS
		Andrew F. Walters
		Chief Executive Officer and Chair of the Board
		(Principal executive officer)

Document

Exhibit 31.2

CERTIFICATIONS

I, Ann P. Kelly, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of H2O America (the “registrant”);

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:	October 26, 2026	/s/ ANN P. KELLY
		Ann P. Kelly
		Chief Financial Officer and Treasurer
		(Principal financial officer)

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of H2O America (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew F. Walters, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ ANDREW F. WALTERS
Andrew F. Walters
Chief Executive Officer and Chair of the Board
(Principal executive officer)
October 26, 2026

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of H2O America (the “Company”) on Form 10-Q for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ann P. Kelly, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge on the date hereof:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ ANN P. KELLY
Ann P. Kelly
Chief Financial Officer and Treasurer
(Principal financial officer)
October 26, 2026