Every material Form 8-K H2O America has filed with the SEC since April 01, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On November 3, 2026, H2O America issued and sold 7,475,000 corporate units under an October 29, 2026 underwriting agreement with Wells Fargo Securities and J.P. Morgan Securities as representatives. Each unit combines a stock purchase contract requiring the holder to buy common stock by November 1, 2029 with a 1/20 interest in $1,000 of 5.300% remarketable senior notes due 2031, so the sale may lead to new common shares being issued.
7,475,000 corporate units sold, including 975,000 units from the full exercise of the underwriters' over-allotment option.
Each unit has a $50 stated amount; the stock purchase contract is due no later than November 1, 2029, for $50 in cash per contract.
Total annual distributions are 7.750% of the stated amount: 2.450% in contract adjustment payments and 5.300% in note interest.
The senior notes will be remarketed before the stock purchase contract settlement date, under a remarketing agreement not yet signed as of the filing.
H2O America reported third quarter 2026 GAAP diluted EPS of $0.99, down from $1.27 a year earlier, while operating revenue rose 4% to $250.2 million on rate increases. The company narrowed its standalone 2026 adjusted EPS guidance to $3.10-$3.16 and set a separate 2026 guidance range of $2.91-$2.97 that includes the Quadvest and pending Cibolo Valley acquisitions, so shareholders face higher share count and acquisition-related dilution in the near term.
Q3 2026 GAAP net income was $43.0 million, down 5%; adjusted diluted EPS was $1.04 versus $1.27 a year earlier
Standalone 2026 adjusted EPS guidance narrowed to $3.10-$3.16, midpoint unchanged at $3.13; guidance including acquisitions is $2.91-$2.97
Quadvest acquisition closed October 1, 2026 for $542.7 million in cash; Cibolo Valley closing expected November 2, 2026
Quarterly dividend of $0.44 per share declared, payable December 1, 2026
H2O America said its Texas subsidiary completed the purchase of substantially all assets of Quadvest's water and sewer utility businesses on October 1, 2026, for a base price of $540 million, subject to customary adjustments. The company says the deal more than doubles its Texas water and wastewater connections and expects Texas to represent 26% of its customer base by 2029, up from 8%.
Base purchase price of $540 million, subject to customary purchase price adjustments
Deal covers the regulated and wholesale water and sewer businesses of Quadvest, with closing on October 1, 2026
H2O America expects Texas to be 26% of its customer base by 2029, versus 8% before October 1
Financial statements and pro forma information will be filed by amendment later
H2O America reported second quarter 2026 results, with operating revenue up 6% to $210.5 million and GAAP net income up 8% to $26.6 million. Diluted EPS fell to $0.62 from $0.71 because the higher share count offset the income gains, and the company reiterated its 2026 standalone adjusted EPS guidance of $3.08-$3.18. The company also said it expects the pending Quadvest acquisition to close around the end of the third quarter or early fourth quarter of 2026.
Q2 2026 GAAP diluted EPS was $0.62 versus $0.71 a year earlier; adjusted diluted EPS (non-GAAP) was $0.72 versus $0.75.
Q2 operating revenue was $210.5 million, up from $198.3 million, driven primarily by $14.5 million of rate increases.
2026 standalone adjusted diluted EPS guidance of $3.08-$3.18 was reiterated, excluding the pending Quadvest acquisition and its financing.
The company declared a quarterly cash dividend of $0.44 per share, payable September 1, 2026, to holders of record on August 10, 2026.
H2O America said Kristen Johnson and the company mutually agreed on June 10, 2026 that she will separate from the company effective July 3, 2026. The company determined the separation was without cause under her employment agreement and will pay the severance provided in that agreement, subject to a severance agreement.
Agreement reached June 10, 2026; separation effective July 3, 2026
Company classified the separation as without cause under Ms. Johnson's employment agreement
Severance will be paid as provided in the employment agreement, subject to a severance agreement
The 8-K was signed June 12, 2026 by CFO and Treasurer Ann Kelly; the filing does not state the severance amount or Ms. Johnson's title
H2O America reported first quarter 2026 GAAP net income of $19.0 million, up 15% from $16.6 million a year earlier, on operating revenue of $183.3 million, up 9%. GAAP diluted EPS was flat at $0.49, and the company reiterated its 2026 standalone adjusted diluted EPS guidance of $3.08-$3.18, which excludes the pending Quadvest acquisition.
Operating revenue of $183.3 million, up 9% from $167.6 million, driven mainly by $11.8 million in rate increases
GAAP diluted EPS of $0.49, unchanged from the prior year quarter; adjusted diluted EPS of $0.50, also unchanged
2026 standalone adjusted diluted EPS guidance of $3.08-$3.18 reiterated; Quadvest closing expected in the second half of 2026
Quarterly dividend of $0.44 per share declared April 27, 2026, payable June 1, 2026
H2O America priced an underwritten offering of 11,484,824 common shares at $53.00 per share on March 3, 2026, an increase of approximately $58.7 million over the offering size announced March 2. The company expects the net proceeds, together with certain debt financing, to fund its Quadvest acquisition, though the offering is not conditioned on that deal closing; new shares sold by the company or settled under forward sale agreements would dilute existing shareholders' earnings per share.
Priced at $53.00 per share for 11,484,824 shares; the company sells 3,937,654 shares directly and 7,547,170 shares are sold through forward sale agreements
Estimated net proceeds of approximately $588.9 million, or $677.2 million if the underwriters' option is exercised in full
Underwriters exercised their option in full on March 3, 2026, for 1,722,723 additional shares
Forward sale agreements have an initial forward price of $51.2775 per share and settle on or before March 2, 2028
H2O America reported full-year 2025 revenue of $800.6 million, up 7%, and adjusted diluted EPS of $2.99, up from $2.95 in 2024, near the top of its narrowed guidance range. It initiated 2026 standalone adjusted EPS guidance of $3.08-3.18, raised its long-term EPS growth target to 6-8%, and set a $2.7 billion 2026-30 capital spending plan, which matters to shareholders because it signals expected earnings growth alongside a larger investment program tied to pending Texas acquisitions.
2025 revenue was $800.6 million, up 7% from $748.4 million in 2024; GAAP net income was $102.6 million, up 9%.
2025 adjusted diluted EPS was $2.99 versus $2.95 in 2024; GAAP diluted EPS was $2.92 versus $2.87.
2026 standalone adjusted diluted EPS guidance is $3.08-3.18, excluding the pending Quadvest and Cibolo Valley acquisitions and their financing.
Fourth-quarter 2025 diluted EPS was $0.45 versus $0.68 a year earlier; the 2026-30 capital expenditures budget is $2.7 billion, a 31% increase over the prior five-year plan.
H2O America said non-executive Chair Eric W. Thornburg will retire from the Board effective January 31, 2026, and that the retirement is not due to any disagreement with the company. The Board has appointed CEO Andrew F. Walters to serve as Chair upon Mr. Thornburg's retirement, so the chair role will pass to the current chief executive.
Eric W. Thornburg notified the company on December 9, 2025, of his decision to retire from the Board effective January 31, 2026
Thornburg is a former President and Chief Executive Officer of the company and had served as non-executive Chair
Andrew F. Walters, the current Chief Executive Officer and a director, will become Chair effective upon Thornburg's retirement
H2O America reported third-quarter 2025 results on October 27, 2025, with GAAP net income of $45.1 million, up 17% from $38.7 million a year earlier, and revenue of $240.6 million, up 7% from $225.1 million. The company narrowed its 2025 adjusted diluted EPS guidance to $2.95 to $3.00 from $2.90 to $3.00, and declared a $0.42 quarterly dividend. Shareholders get higher reported earnings and a narrower guidance range, while the pending Quadvest acquisition still awaits regulatory approval.
Q3 2025 GAAP net income was $45.1 million, up 17% from $38.7 million; revenue was $240.6 million, up 7% from $225.1 million
Q3 adjusted diluted EPS was $1.27 versus $1.18 a year earlier, an 8% increase; GAAP diluted EPS was $1.27 versus $1.17
2025 adjusted diluted EPS guidance narrowed to $2.95 to $3.00, the upper half of the original $2.90 to $3.00 range
Quarterly dividend of $0.42 per share, payable December 1, 2025, to holders of record on November 10, 2025
H2O America and several subsidiaries entered into an amended and restated credit agreement on September 12, 2025, with JPMorgan Chase Bank and Wells Fargo Bank as administrative agents. The commitment rises from $300 million to $350 million and the maturity date is extended from August 2, 2029 to September 12, 2030. The filing says the terms are otherwise generally similar to the existing agreement, so the change mainly adds borrowing capacity and lengthens the timeline for repayment.
Total commitment increased from $300 million to $350 million
Maturity date extended from August 2, 2029 to September 12, 2030
Borrower sublimits: H2O America $50 million, San Jose Water $165 million, SJWTX $30 million, Connecticut Water $80 million, Maine Water $25 million
H2O America reported second-quarter 2025 GAAP net income of $24.7 million, up 19%, and diluted EPS of $0.71, up 11%, on operating revenue of $198.3 million, up 13%. The company reaffirmed its 2025 adjusted diluted EPS guidance of $2.90 to $3.00 and said it expects to reach the top half of its long-term growth range, which supports the outlook for shareholders. Operating expenses rose 14% to $154.4 million, and the company also agreed to acquire Quadvest's assets in the Houston area.
Q2 2025 GAAP net income was $24.7 million, up 19% from $20.7 million; diluted EPS was $0.71 versus $0.64
Operating revenue was $198.3 million, up 13% from $176.2 million, driven by $17.6 million in rate increases and $4.9 million in higher usage
2025 adjusted diluted EPS guidance of $2.90 to $3.00 was reaffirmed
Quarterly dividend of $0.42 per share declared, payable September 2, 2025, to holders of record August 11, 2025
H2O America and its subsidiaries agreed on July 7, 2025, to acquire substantially all assets of Quadvest, a Houston-area water and wastewater utility, for a combined $540 million across two linked asset purchase agreements. The deal is expected to close by mid-2026, subject to Texas Public Utility Commission and antitrust approvals, and the company says it expects the combination to be accretive to its long-term EPS growth rate.
Regulated business base price $483.6 million; wholesale business base price $56.4 million, both subject to capital expenditure adjustments
Neither transaction closes unless both close concurrently; closing requires Texas Public Utility Commission approval and Hart-Scott-Rodino waiting period expiration
Transaction to be financed by privately placed debt and equity infusions from H2O America; the filing states it is not subject to a financing condition
Filing sets a $21 million termination fee payable by TWC in specified court or regulatory-order circumstances; H2O America expects its five-year capital spending plan to rise to approximately $2.1 billion, an increase of 6%
H2O America appointed Megan Mattern as Chief Accounting Officer, Principal Accounting Officer, and Controller, effective July 28, 2025, replacing Ann P. Kelly in the accounting role as Kelly takes the Chief Financial Officer and Treasurer position on July 1, 2025. The filing discloses her base salary and incentive and equity award amounts, which are routine executive pay terms for a senior finance appointment.
Megan Mattern appointed Chief Accounting Officer, Principal Accounting Officer, and Controller effective July 28, 2025; also named Chief Accounting Officer of San Jose Water Company and other subsidiaries
Base salary of $425,000 with target annual incentive of 35% of base salary
One-time sign-on cash award of $200,000, plus one-time RSU awards valued at $500,000 and $175,000 and 2025 RSU awards valued at $114,750 and $76,500
H2O America said its Chief Financial Officer, Andrew F. Walters, will become Chief Executive Officer and join the board on July 1, 2025, when Eric W. Thornburg retires as CEO and president. Thornburg will remain Chair of the board, and shareholders approved the board slate, a non-binding pay vote and the auditor ratification at the May 14, 2025 meeting.
Andrew F. Walters, current CFO and Treasurer, becomes CEO and a board member effective July 1, 2025
Eric W. Thornburg retires as CEO and President effective July 1, 2025 and remains Chair of the Board
Shareholders approved all nine director nominees; Thornburg received 3,338,096 Against votes, the most of any nominee
Shareholders ratified Deloitte & Touche LLP as auditor for fiscal 2025 with 31,311,255 For votes
SJW Group reported first quarter 2025 results, with GAAP diluted EPS of $0.49 versus $0.36 a year earlier and operating revenue of $167.6 million, up 12%. The company affirmed its 2025 adjusted diluted EPS guidance of $2.90 to $3.00 and declared a $0.42 quarterly dividend, so shareholders see higher earnings and unchanged guidance. The filing names the registrant as SJW Group (NASDAQ: SJW).
Operating revenue was $167.6 million versus $149.4 million, up 12%, driven largely by $17.2 million in rate increases.
Net income was $16.6 million versus $11.7 million, up 41%; adjusted diluted EPS was $0.50 versus $0.36.
Operating expenses rose 8% to $131.7 million, including a $7.2 million increase in water production expenses.
2025 adjusted diluted EPS guidance of $2.90 to $3.00 was affirmed; the $0.42 dividend is payable June 2, 2025.
Ann P. Kelly, the current Chief Accounting Officer, was appointed Chief Financial Officer and Treasurer effective July 1, 2025, succeeding Andrew F. Walters, who was also appointed Chief Executive Officer effective the same date. The filing, made under the name SJW Group, shows a planned top-level executive transition and sets out Kelly's pay, which matters to shareholders because it reflects changes in the company's senior leadership.
Ann P. Kelly becomes CFO and Treasurer effective July 1, 2025, succeeding Andrew F. Walters
Andrew F. Walters is appointed Chief Executive Officer effective July 1, 2025
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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