H2O America filed a Form 8-K on November 3, 2026, disclosing the consummation of its issuance and sale of 7,475,000 equity corporate units, including shares sold pursuant to full exercise of the underwriters' over-allotment option, under an underwriting agreement dated October 29, 2026.

Key Highlights

  • Total units sold: 7,475,000 Corporate Units, including 975,000 units from the full exercise of the underwriters' over-allotment option.
  • Stated amount per unit: Each Corporate Unit has a stated amount of $50.
  • Total annual distribution rate: 7.750% of the stated amount, comprising 2.450% per year in quarterly contract adjustment payments and 5.300% per year in interest on the RSNs.
  • Embedded notes: Each Corporate Unit includes a 1/20 undivided beneficial ownership interest in $1,000 principal amount of 5.300% Remarketable Senior Notes due 2031.
  • Stock purchase contract obligation: Holders are obligated to purchase shares of common stock from the company for $50 in cash no later than November 1, 2029.
  • Lead underwriters: Wells Fargo Securities, LLC and J.P. Morgan Securities LLC served as representatives of the underwriters.
  • Trustee and agents: U.S. Bank Trust Company, National Association, served as trustee, purchase contract agent, collateral agent, custodial agent, and securities intermediary.

H2O America's Corporate Units Structure and Offering Terms

According to the filing, H2O America (NASDAQ:HTO) consummated the issuance and sale of its Corporate Units on November 3, 2026. The offering was conducted pursuant to an underwriting agreement dated October 29, 2026, with Wells Fargo Securities, LLC and J.P. Morgan Securities LLC acting as representatives of the several underwriters. The 7,475,000 total Corporate Units include 975,000 units issued as a result of the full exercise of the underwriters' over-allotment option, the company disclosed.

Each Corporate Unit, with a stated amount of $50, is comprised of two components, according to the filing. The first is a stock purchase contract obligating the holder to purchase a number of shares of the company's common stock (par value $0.001 per share) for $50 in cash no later than November 1, 2029. The second component is a 1/20 undivided beneficial ownership interest in $1,000 principal amount of the company's 5.300% Remarketable Senior Notes due 2031 (the "RSNs"). Total annual distributions on the Corporate Units will be at the rate of 7.750% of the stated amount, consisting of 2.450% per year in quarterly contract adjustment payments and 5.300% per year in RSN interest, the company reported.

The RSNs were issued under an Indenture dated November 3, 2026, between the company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by a First Supplemental Indenture of the same date. The filing also notes that the RSNs are pledged as collateral to secure the holders' obligations under the stock purchase contracts and are subject to remarketing prior to the stock purchase contract settlement date. The Securities were offered pursuant to the company's Registration Statement on Form S-3 (Registration No. 333-282881). Sullivan and Cromwell LLP provided opinions on the validity of the Securities and on certain tax matters.

What Was Disclosed

H2O America disclosed the November 3, 2026, closing of a 7,475,000 Corporate Units offering at $50 per unit, with a 7.750% total annual distribution rate, comprising RSNs due 2031 and stock purchase contracts obligating settlement by November 1, 2029.