hto-20260630

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 June 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 July 24, 2026, there were 41,856,804 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 Six Months Ended June 30 , 2026 and 2025	4
	Condensed Consolidated Balance Sheets (unaudited) as of June 30 , 2026 and December 31, 2025	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months and Six Months Ended June 30 , 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30 , 2026 and 2025	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
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	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

Table of Contents

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 proposed transactions with Quadvest, L.P., a Texas limited partnership and Quadvest Wholesale, LLC, a Texas limited liability company (together, “Quadvest”), including the risk of the proposed transactions not closing on the anticipated timeline, or at all, the ability to obtain required regulatory approvals, and the ability to successfully integrate Quadvest’s operations and realize the projected financial and other benefits of the proposed 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.

Table of Contents

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 June 30,			Six months ended June 30,
	2026		2025	2026		2025
Operating revenue	$	210,474	198,255	$	393,767	365,854
Operating expense:
Production expenses:
Purchased water	39,648		37,421	66,593		63,374
Power	3,851		3,851	8,123		7,334
Groundwater extraction charges	28,619		26,354	51,828		44,645
Other production expenses	13,363		13,243	25,361		24,483
Total production expenses	85,481		80,869	151,905		139,836
Administrative and general	33,626		28,795	63,433		56,555
Maintenance	7,455		7,470	15,831		14,969
Property taxes and other non-income taxes	9,024		8,506	17,978		17,701
Depreciation and amortization	32,134		28,750	64,440		57,032

Total operating expense	167,720		154,390	313,587		286,093
Operating income	42,754		43,865	80,180		79,761
Other (expense) income:
Interest on long-term debt and other interest expense	(17,952)		(18,122)	(36,790)		(36,394)
Pension non-service credit	1,992		1,620	3,931		3,223

Other, net	3,773		1,982	5,652		2,777
Income before income taxes	30,567		29,345	52,973		49,367
Provision for income taxes	3,978		4,670	7,371		8,141
Net income	26,589		24,675	45,602		41,226

Comprehensive income	$	26,589	24,675	$	45,602	41,226

Earnings per share
—Basic	$	0.64	0.71	$	1.14	1.20
—Diluted	$	0.62	0.71	$	1.12	1.20
Dividends per share	$	0.44	0.42	$	0.88	0.84
Weighted average shares outstanding
—Basic	41,851,524		34,777,152	39,900,622		34,280,727
—Diluted	42,865,195		34,860,349	40,897,868		34,367,212

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)


	June 30, 2026		December 31, 2025
Assets
Utility plant:
Land	$	44,498	44,600
Depreciable plant and equipment	4,864,038		4,688,644
Construction work in progress	307,922		269,272
Intangible assets	51,683		51,683
Total utility plant	5,268,141		5,054,199
Less: accumulated depreciation and amortization	1,164,540		1,120,232
Net utility plant	4,103,601		3,933,967

Nonutility properties	2,166		1,683
Less: accumulated depreciation and amortization	105		103
Net nonutility properties	2,061		1,580

Current assets:
Cash and cash equivalents	104,102		20,686

Accounts receivable:
Customers, net of allowances for credit losses of $760 and $722 on June 30, 2026 and December 31, 2025, respectively	71,016		62,471
Income tax	—		2,720