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0000766829FALSE00007668292025-12-102025-12-10
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) December 9, 2025
H2O America
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-8966 | | 77-0066628 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS 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 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 ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 9, 2025, Eric W. Thornburg, a member and the non-executive Chair of the Board of Directors (the “Board”) of H2O America (the “Company”), notified the Company of his decision to retire from the Board effective as of January 31, 2026. Mr. Thornburg’s retirement is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board expresses its deep gratitude to Mr. Thornburg for his dedicated service and significant contributions to the Company during his tenure as a director and previously as the President and Chief Executive Officer of the Company.
The Board has appointed Andrew F. Walters, the Chief Executive Officer and a director of the Company, to serve as Chair of the Board effective upon Mr. Thornburg’s retirement.
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Item 9.01 | Financial Statements and Exhibits | | | |
(d) Exhibits
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Exhibit Number | Description of Documents |
104 | Cover Page Interactive Data File - the cover page XBRL tabs are embedded within 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.
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| H2O AMERICA |
| |
| Date: December 15, 2025 | /s/ Marisa Joss |
| Marisa Joss, Deputy General Counsel and Corporate Secretary |