What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-09 · 59 added, 17 removed, 261 unchanged (23% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, reviewed and evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

5 unchanged sentences

Changes in Internal Control over Financial Reporting

There was no material change in our internal control over financial reporting (as such term is defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

20 unchanged sentences

Our consolidated financial statements are included in Part II, Item 8 of this report.

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are included in the consolidated financial statements, including the notes thereto, or are inapplicable, and therefore have been omitted.

All other schedules for which provision is made in the applicable accounting regulations of the SEC are included in the consolidated financial statements, including the notes thereto, or are inapplicable, and therefore have been omitted.

See Exhibit Index.

70 unchanged sentences

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2018

10.13.1 Employment Agreement with Joanne Ellsworth, dated November 9, 2021*

Filed herewith

10.13.1 Global Water Resources, Inc.

80 unchanged sentences

and The Northern Trust Company

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.29 Guaranty Agreement, dated as of April 30, 2020, by Global Water, LLC

Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.30 Guaranty Agreement, dated as of April 30, 2020, by West Maricopa Combine, LLC

Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.31 Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water Resources, Inc.

Bank National Association, as collateral agent

Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.32 Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water LLC and U.S.

Bank National Association, as collateral agent

Incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.33 Pledge and Security Agreement, dated as of April 30, 2020, by and between West Maricopa Combine, LLC and U.S.

Bank National Association, as collateral agent

Incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed May 6, 2020

Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020

10.34 Restricted Stock Agreement with Ron L.

Fleming, dated May 8, 2020*

Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 8, 2020

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020

10.35 Restricted Stock Agreement with Michael J.

Liebman, dated May 8, 2020*

Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed May 8, 2020

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020

10.36 Form of Restricted Stock Agreement*

Incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed May 8, 2020

Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020

10.37 Modification Agreement dated April 30, 2021, by and between Global Water Resources, Inc.

8 unchanged sentences

and The Northern Trust Company

Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed July 27, 2022.

Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on July 27, 2022.

First Amendment to Employment Agreement with Christopher D.

Krygier, dated February 6, 2023

Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on February 10, 2023.

Securities Purchase Agreement, dated June 8, 2023, by and between Global Water Resources, Inc.

and the purchasers party thereto

Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 12, 2023.

Third Modification Agreement, dated June 28, 2023, by and between Global Water Resources, Inc.

and The Northern Trust Company

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2023.

Note Purchase Agreement, dated October 26, 2023, by and between Global Water Resources, Inc.

and Jackson National Life Insurance Company

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023.

Fourth Modification Agreement, dated October 26, 2023, by and between Global Water Resources, Inc.

and The Northern Trust Company

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023.

Number Description of Exhibit Method of Filing

Amendment No.

2 to Security Agreements, dated October 26, 2023, between and among Global Water Resources, Inc., Global Water, LLC, West Maricopa Combine, LLC, Global Water Holdings, Inc., and U.S.

Bank Trust Company, National Association, in its capacity as collateral agent

Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023.

Guaranty Agreement, dated as of January 3, 2024, by Global Water, LLC

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Guaranty Agreement, dated as of January 3, 2024, by Global Water Holdings, Inc.

Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Guaranty Agreement, dated as of January 3, 2024, by West Maricopa Combine, LLC

Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water Resources, Inc.

Bank Trust Company, National Association, as collateral agent

Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water, LLC and U.S.

Bank Trust Company, National Association, as collateral agent

Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water Holdings, Inc.

Bank Trust Company, National Association, as collateral agent

Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Pledge and Security Agreement, dated as of January 3, 2024, by and between West Maricopa Combine, LLC and U.S.

Bank Trust Company, National Association, as collateral agent

Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Employment Agreement with Joanne Ellsworth, dated November 9, 2021*

Incorporated by reference to Exhibit 10.13.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2022.

14.1 Code of Ethics

12 unchanged sentences

Furnished herewith

Number Description of Exhibit Method of Filing

G lobal Water Resources, Inc.

Clawback Policy

Filed herewith

99.1 Arizona Corporation Commission Decision No.

2 unchanged sentences

Arizona Corporation Commission Decision No.

Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2022

Filed herewith

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith

33 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures