SEC Form DEFA14A filed by H2O America

4/2/26 9:07:26 PM ET

$HTO

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DEFA14A 1 h2oamerica2026defa14aproxy.htm DEFA14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under § 240.14a-12

H2O America

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of

H2O AMERICA

To Be Held On:

May 13, 2026 at 8:00 AM Eastern Time


COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

Under Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the H2O America Annual Meeting of Stockholders are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before May 1, 2026.

Please visit https://www.astproxyportal.com/ast/13455, where the following materials are available for view:

•Notice of Annual Meeting of Stockholders

•Proxy Statement

•Form of Proxy Card

•Annual Report


TO REQUEST MATERIALS:			TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers)
			E-MAIL: [email protected]
			WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:			ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time May 12 the day before meeting date.
			MAIL: You may request a proxy card by following the instructions above.

Proposals to be voted on are listed below:

The Board of Directors recommends you vote FOR each of the following director nominees:

The Board of Directors recommends you vote FOR the following proposals:

1. ELECTION OF DIRECTORS

To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement;

Nominees:

1a.

C. Guardino

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of H2O America for the fiscal year ending December 31, 2026.

1b.

M. Hanley

1c.
1d.

H. Hunt
R. A. Klein

1e.
1f.
1g.

D. L. Kruger
D. B. More
N. O. Rowe

1h.

C. P. Wallace

1i.

A. F. Walters

Please note that you cannot use this Notice to vote by mail.

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Date

Price Target

Rating

Analyst

3/13/2026

$67.00

Outperform

Robert W. Baird

2/23/2026

$61.00

Overweight

Barclays

1/9/2026

$61.00

Neutral → Buy

BTIG Research

10/22/2025

Neutral

BTIG Research

SEC Form DEFA14A filed by H2O America

4/2/26 9:07:26 PM ET

$HTO

Water Supply

Utilities

Get the next $HTO alert in real time by email

DEFA14A 1 h2oamerica2026defa14aproxy.htm DEFA14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under § 240.14a-12

H2O America

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of

H2O AMERICA

To Be Held On:

May 13, 2026 at 8:00 AM Eastern Time


COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

Please visit https://www.astproxyportal.com/ast/13455, where the following materials are available for view:

•Notice of Annual Meeting of Stockholders

•Proxy Statement

•Form of Proxy Card

•Annual Report


TO REQUEST MATERIALS:			TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers)
			E-MAIL: [email protected]
			WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE:			ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time May 12 the day before meeting date.
			MAIL: You may request a proxy card by following the instructions above.

Proposals to be voted on are listed below:

The Board of Directors recommends you vote FOR each of the following director nominees:

The Board of Directors recommends you vote FOR the following proposals:

1. ELECTION OF DIRECTORS

To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement;

Nominees:

1a.

C. Guardino

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of H2O America for the fiscal year ending December 31, 2026.

1b.

M. Hanley

1c.
1d.

H. Hunt
R. A. Klein

1e.
1f.
1g.

D. L. Kruger
D. B. More
N. O. Rowe

1h.

C. P. Wallace

1i.

A. F. Walters

Please note that you cannot use this Notice to vote by mail.

Get the next $HTO alert in real time by email

Date

Price Target

Rating

Analyst

3/13/2026

$67.00

Outperform

Robert W. Baird

2/23/2026

$61.00

Overweight

Barclays

1/9/2026

$61.00

Neutral → Buy

BTIG Research

10/22/2025

Neutral

BTIG Research

SEC Form DEFA14A filed by H2O America

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$HTO

SEC Form DEFA14A filed by H2O America

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$HTO

$HTO
Analyst Ratings

Robert W. Baird initiated coverage on H2O America with a new price target

Barclays initiated coverage on H2O America with a new price target

H2O America upgraded by BTIG Research with a new price target

$HTO
Insider Trading

VP & Gen Counsel Brown Willie D. Jr. was granted 2,647 shares and covered exercise/tax liability with 521 shares, increasing direct ownership by 19% to 13,554 units (SEC Form 4)

CAO, PAO and Controller Mattern Megan was granted 2,166 shares, increasing direct ownership by 17% to 14,785 units (SEC Form 4)

Chief Administrative Officer Johnson A Kristen was granted 2,575 shares and covered exercise/tax liability with 470 shares, increasing direct ownership by 17% to 14,565 units (SEC Form 4)

$HTO
Press Releases

H2O America Announces Pricing of Offering of Common Stock with Forward Component

H2O America Announces Proposed Offering of Common Stock with a Forward Component

H2O America Announces Appointment of Nick O. Rowe to Board of Directors

$HTO
SEC Filings

SEC Form DEF 14A filed by H2O America