0000766829FALSE00007668292025-09-122025-09-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September 12~~October 27, 2025

H2O America

(Exact name of registrant as specified in its charter)

Delaware

001-8966

77-0066628

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

110 West Taylor Street,

San Jose,

95110

(Address of principal executive offices)

(Zip Code)

(408) 279-7800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

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 ☐

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~September~~October 1227, 2025, H2O America (the ~~“Company”), San Jose Water Company, a wholly-owned subsidiary of the Company (“SJWC”), and SJWTX, Inc. (“SJWTX”), The Connecticut Water Company (~~"~~CWC"), and The Maine Water~~ Company ("~~MWC~~), ~~each~~issued an indirect wholly-owned subsidiary of the Company (the Company, SJWC, SJWTX, CWC, and MWC, together, the “Borrowers”), entered into an Amendment and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and a ~~lender,~~press ~~and~~release ~~Wells~~announcing ~~Fargo~~its ~~Bank,~~2025 ~~National~~third ~~Association,~~quarter asfinancial ~~administrative agent, and the other lenders party thereto~~results. ~~The~~ ~~Credit~~A ~~Agreement~~copy ~~amends and restates the Credit Agreement, dated as~~ of ~~August 2, 2022, by and among~~ the ~~Company,~~press ~~SJWC,~~release ~~SJWTX,~~is ~~Connecticut~~attached ~~Water Service, Inc., the lenders from time to time party~~ hereto, ~~JPMorgan~~as ~~Chase~~Exhibit ~~Bank, N~~99.~~A.,~~1 ~~as Administrative Agent,~~ and ~~Wells~~incorporated ~~Fargo~~into ~~Bank,~~this ~~National~~Item ~~Association, as Documentation Agent (the “Existing Credit Agreement”)~~2. ~~The~~02 ~~Credit~~of ~~Agreement~~Form ~~reflects~~8-K ~~terms~~by ~~generally similar to the Existing Credit Agreement with the following updates:~~reference.

•The information in Item 2.02, including the ~~Commitment~~exhibit, ~~(as~~shall ~~defined~~not inbe deemed “filed” for purposes of Section 18 of the ~~Credit~~Securities ~~Agreement~~Exchange Act of 1934, as amended (the “Exchange Act”), isor ~~increased~~otherwise ~~from~~subject ~~$300~~to ~~million~~the liabilities under that Section, nor shall it be deemed to ~~$350~~be ~~million~~incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

•the Maturity Date (as defined in the Credit Agreement) is extended from August 2, 2029 to September 12, 2030


Item 9.01		Financial Statements and Exhibits.
(d)	Exhibits

•the Borrower sublimits are revised to the following amounts:


Exhibit Number			Description of Document

99.1			Press Release issued by H2O America dated October 2 7 , 2025 announcing the 2025 Third Quarter Financial Results.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document

~~◦the Company: $50,000,000~~SIGNATURES

◦SJWC: $165,000,000

◦SJWTX: $30,000,000

◦CWC: $80,000,000

◦MWC: $25,000,000

The description above is only a summary of the material provisions of the Credit Amendment and is qualified in its entirety by reference to the Credit Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description of Documents
10.1						Credit Agreement, dated September 12, 2025, between H2O America, San Jose Water Company, SJWTX, Inc., The Connecticut Water Company, and The Maine Water Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: September 16, 2025			/s/ Ann P. Kelly
			Ann P. Kelly
			Chief Financial Officer and Treasurer

H2O America


Date: October 27, 2025			/s/ Ann P. Kelly
			Ann P. Kelly
			Chief Financial Officer and Treasurer

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