H2O America filed a free writing prospectus on October 30, 2026, disclosing the pricing terms for an offering of 6,500,000 Equity Units at $50.00 per unit, with a trade date of October 30, 2026 and a settlement date of November 3, 2026.

Key Highlights

  • Offering size: 6,500,000 Corporate Units at $50.00 each, for a total public offering price of $325,000,000.00, with an overallotment option for up to 975,000 additional units that would raise the total to $373,750,000.00.
  • Estimated net proceeds: Approximately $315,250,000.00 (or $362,537,500.00 if the overallotment option is exercised in full), after underwriting discounts and commissions but before other offering expenses.
  • Total distribution rate: 7.750% per year on the Corporate Units, combining a 5.300% interest rate on the Remarketable Senior Notes due 2031 and a 2.450% per year contract adjustment payment rate.
  • Reference Price and Threshold Appreciation Price: The Reference Price is $58.5686 and the Threshold Appreciation Price is $68.8231, representing appreciation of approximately 17.5% over the Reference Price, according to the filing.
  • Purchase Contract Settlement Date: November 1, 2029; the RSNs mature on November 1, 2031.
  • Intended listing: The company intends to apply to list the Corporate Units on The Nasdaq Global Select Market under the symbol "HTOEU," with trading expected to begin within 30 days after the Settlement Date.

H2O America Equity Unit Structure and Pricing Terms

According to the filing, each Equity Unit has a stated amount of $50.00 and initially takes the form of a Corporate Unit. Each Corporate Unit consists of a purchase contract obligating the holder to purchase shares of H2O America common stock (par value $0.001 per share) and a 1/20 undivided beneficial ownership interest in $1,000 principal amount of Remarketable Senior Notes due 2031. The filing lists Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and TD Securities (USA) LLC as book-running managers, with RBC Capital Markets, LLC, BTIG, LLC, and Citizens JMP Securities, LLC serving as co-managers.

The filing discloses that the Minimum Settlement Rate is 0.7265 shares of common stock per purchase contract and the Maximum Settlement Rate is 0.8537 shares of common stock per purchase contract, each subject to adjustment as described in the Preliminary Prospectus Supplement. If a purchase contract is settled early, the filing states that the number of shares issued per purchase contract will equal the Minimum Settlement Rate. The filing also discloses that deferred contract adjustment payments will accrue additional payments at 7.750% per year, compounded quarterly.

The filing identifies the offering as SEC registered under Registration Statement No. 333-282881, filed pursuant to Rule 433. At the time of issuance, the filing states that the fair market value of the applicable ownership interest in the RSNs will be $50 (100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0. The company is listed on NASDAQ:HTO, and the Corporate Units are expected to trade under "HTOEU."

What Was Disclosed

H2O America disclosed the final pricing terms for a 6,500,000 Equity Unit offering at $50.00 per unit, with estimated net proceeds of approximately $315,250,000.00, a 7.750% total annual distribution rate, and a Purchase Contract Settlement Date of November 1, 2029.