AMERICAN STATES WATER CO 8-K

What Happened

• American States Water Company (AWR) announced on March 12, 2026 that its Compensation Committee approved grants of time‑vested restricted stock units (RSUs) and performance‑based RSU awards to five executive officers, including President & CEO Robert J. Sprowls and CFO Eva G. Tang.
• Time‑vested RSUs granted: Sprowls 7,362; Tang 1,071; Paul J. Rowley 1,071; Christopher H. Connor 1,124; Gladys M. Farrow 770. These RSUs vest 33% / 33% / 34% on the first, second and third anniversaries (or earlier on death, disability or retirement).
• Target performance awards (in RSU equivalents): Sprowls 22,088; Tang 1,071; Rowley 1,071; Connor 1,125; Farrow 769. Performance awards vest 33% / 33% / 34% on December 31, 2026, 2027 and 2028 (or earlier on death, disability or retirement). Earned performance RSUs convert to common shares at the end of the performance period.

Key Details

• Grants approved March 12, 2026; reported on Form 8‑K filed March 13, 2026.
• Dividend equivalents: each RSU award accrues dividends as additional RSUs equal to dividends on the equivalent number of common shares (for time‑vested RSUs and to the extent performance RSUs are earned).
• Performance metrics: Sprowls, Tang and Farrow are subject to the performance agreement in Exhibit 10.1 except the ASUS new base acquisition success rate criterion; Rowley’s award is tied to total shareholder return (TSR) and Golden State Water Company operating expense level; Connor’s award is tied to TSR, ASUS cumulative net earnings and ASUS new base acquisition success rate.
• Vesting accelerates on death, disability or retirement.

Why It Matters

• These grants align executive pay with multi‑year performance and stock ownership, which can affect dilution, executive retention and incentives tied to company and subsidiary performance.
• Investors should note the mix of time‑vested and performance‑based awards, the specific performance metrics (including TSR and ASUS targets), and the multi‑year vesting schedule when assessing executive incentives and potential future share issuance.

Exhibit referenced: 2026 Performance Award Agreement (Exhibit 10.1) as filed with the 8‑K.