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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-07 · 44 added, 37 removed, 283 unchanged (22% 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 pursuant to Rule 13a-15(b) and 15d-15(b) under the Exchange Act.

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 report pursuant to Rule 13a-15(b) and 15d-15(b) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, 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.

3 unchanged sentences

Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

This Form 10-K does not include an attestation report of our registered public accounting firm because, as a smaller reporting company and non-accelerated filer, our registered public accounting firm is not required to issue such an attestation report.

This report does not include an attestation report of our registered public accounting firm because, as a smaller reporting company and non-accelerated filer, our registered public accounting firm is not required to issue such an attestation report.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

During the three months ended December 31, 2024, 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

Disclosures Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

2 unchanged sentences

“Proposal One:

Election of Directors”, “Executive Officers”, “Other Matters—Delinquent Section 16(a) Reports”, “Other Matters—Code of Ethical Business Conduct”, and “Corporate Governance—Board and Committee Information”.

Election of Directors”, “Executive Officers”, “Other Matters—Delinquent Section 16(a) Reports”, “Other Matters—Code of Ethical Business Conduct”, “Corporate Governance—Board and Committee Information” and “Corporate Governance— Insider Trading Policy ”.

Executive Compensation

9 unchanged sentences

Principal Accountant Fees and Services

The information required by this Item 14 will be included under the following caption in our Proxy Statement and is incorporated herein by reference:

“Audit Matters—Independent Auditor’s Fees”.

The information required by this Item 14 will be included under the following captions in our Proxy Statement and is incorporated herein by reference:

“Audit Matters—Independent Auditor’s Fees” and “Audit Matters—Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services”.

Exhibits and Financial Statement Schedules

24 unchanged sentences

Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016

Form of 6.91% Senior Secured Notes due on January 3, 2034

Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024.

Description of Company’s securities

6 unchanged sentences

333-209025) filed with the SEC on January 19, 2016

10.3 Employment Agreement with Ron Fleming, dated May 4, 2021*

Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

10.3 Employment Agreement with Ron Fleming, dated December 20, 2024*

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024

10.4 Employment Agreement with Michael J.

Liebman, dated May 4, 2021*

Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

Liebman, dated December 20, 2024*

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024

10.5 Employment Agreement with Christopher D.

Krygier, dated May 4, 2021*

Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

Krygier, dated December 20, 2024*

Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024

10.6 Infrastructure Coordination Agreement with Pecan Valley Investments, LLC, dated January 28, 2004

25 unchanged sentences

333-209025) filed with the SEC on January 19, 2016

Number Description of Exhibit Method of Filing

10.12.3 Second Amendment to GWR Global Water Resources Corp.

15 unchanged sentences

333-209025) filed with the SEC on January 19, 2016

Number Description of Exhibit Method of Filing

10.14.2 Amendment to Global Water Resources, Inc.

24 unchanged sentences

Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016

10.17 Securities Purchase Agreement, dated June 5, 2013

Incorporated by reference to Exhibit 10.22 of Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-209025) filed with the SEC on March 17, 2016

Amended and Restated Agreement, dated September 10, 2019, by and among certain wholly-owned subsidiaries of Global Water Resources, Inc.

20 unchanged sentences

Incorporated by reference to the Exhibit 10.4 to Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016

Number Description of Exhibit Method of Filing

Pledge and Security Agreement, dated as of June 24, 2016, by and between Global Water, LLC and U.S.

14 unchanged sentences

Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020

First Amendment to the Global Water Resources, Inc.

2020 Omnibus Incentive Plan*

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2024

Loan Agreement, dated April 30, 2020, by and between Global Water Resources, Inc.

1 unchanged sentence

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

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

and The Northern Trust Company

Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

Second Modification Agreement, dated July 26, 2022 by and between Global Water Resources, Inc.

and The Northern Trust Company

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

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

Number Description of Exhibit Method of Filing

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

F ifth Modification Agreement, dated July 1, 2024 , 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 July 3, 2024

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

19 unchanged sentences

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.

and The Northern Trust Company

Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

F orm of Restr icted Stock Unit Awar d Agreement (general)

Filed herewith

Form of Restricted Stock Unit Award Agreement ( executive )

Filed herewith

10.38 Guaranty Agreement, dated as of April 30, 2021, by Global Water Holdings, Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021

10.40 Second Modification Agreement, dated July 26, 2022 by and between Global Water Resources, Inc.

and The Northern Trust Company

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.

1 unchanged sentence

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.

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

1 unchanged sentence

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

10.42 Amendment No.

24 unchanged sentences

Incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016

I nsider Tr ading Policy

Filed herewith

21.1 Subsidiaries of Global Water Resources, Inc.

Filed herewith

Number Description of Exhibit Method of Filing

23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

8 unchanged sentences

Furnished herewith

G lobal Water Resources, Inc.

Global Water Resources, Inc.

Clawback Policy

Filed herewith

Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024

99.1 Arizona Corporation Commission Decision No.

2 unchanged sentences

Arizona Corporation Commission Decision No.

Filed herewith

Incorporated by reference to Exhibit 99.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024

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