What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-23 · 276 added, 262 removed, 1142 unchanged (32% of the section changed)

5 unchanged sentences

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”).

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

The Company’s management is responsible for the financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impact of Rate Regulation on the Financial Statements — Refer to Note 3 to the financial statements

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The Company is subject to rate regulation by state utility regulatory agencies (the “Commissions”), which have jurisdiction with respect to the rates of the Company’s water and wastewater services.

Management has determined it meets the requirements under accounting principles generally accepted in the United States of America to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation.

Management has determined it meets the requirements under generally accepted accounting principles to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation.

Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures, such as depreciable utility plant;

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The Company’s rates are subject to regulatory ratemaking processes.

The Company records deferred costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the ratemaking process in a period different from when the costs and credits are incurred.

The Company records deferred costs and credits on the consolidated balance sheets as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the ratemaking process in a period different from when the costs and credits are incurred.

Accounting for such costs and credits is based on management’s judgment and prior historical ratemaking practices, and it occurs when management determines that it is probable that these costs and credits will be recognized in the future revenue of the Company through the ratemaking process.

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Management judgments include assessing the probability of (1) recovery in future rates of incurred costs and (2) the requirement to refund amounts to customers.

Given that management’s accounting judgements are based on consideration of evidence, such as regulatory rules and decisions, past practice, and the uncertain outcomes of future regulatory decisions, auditing these judgements required specialized knowledge of accounting for rate regulation and the rate setting process due its inherent complexities and pervasive impact on the financial statements.

Given that management’s accounting judgements are based on consideration of evidence, such as regulatory rules and decisions, past practice, and the uncertain outcomes of future regulatory decisions, auditing these judgements required specialized knowledge of accounting for rate regulation and the rate setting process due to its inherent complexities and pervasive impact on the financial statements.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the impacts of rate regulation include the following, among others:

Our audit procedures related to the impact of rate regulation include the following, among others:

• We tested the effectiveness of management’s controls over the initial recognition of amounts as utility plant and regulatory assets or liabilities and the evaluation of the probability of (1) the recovery in future rates of costs incurred as utility plant and deferred as regulatory assets, and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities.

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• We evaluated the Company’s disclosures related to the impacts of rate regulation, including the balances recorded, and regulatory developments, were appropriate and consistent with the information obtained in our procedures.

KT Water Resources Acquisition — Refer to Note 14 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of KT Water Resources.

The Company accounted for the transaction as an asset acquisition and allocated the purchase price paid for the assets acquired and liabilities assumed on a relative fair value basis.

Given the significant amount of judgment required by management to estimate the relative fair value of the intangible assets, non-utility property and a production payment received as part of the acquisition, performing audit procedures to test the fair value allocation required a high degree of auditor judgment and increased effort, including involving valuation specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the relative fair value of assets acquired, liabilities assumed and the post-closing payment for KT Water Resources included the following, among others:

• We tested the effectiveness of controls over the allocation of the purchase price to assets acquired, liabilities assumed and the post-closing payment, and controls over the valuation methods used to value the assets and liabilities, including controls over management's evaluation of inputs and assumptions used in the valuation estimates.

• We obtained and evaluated the third-party valuation report and management's valuation, along with relevant supporting documentation, such as the executed purchase and sale agreement.

• With the assistance of our fair value specialists, we (1) evaluated the reasonableness of the valuation methodologies and significant assumptions used by management and their external valuation specialist, including comparing the key inputs to external market sources, (2) evaluated the reasonableness of the discount rates, including testing the source information underlying the determination of the discount rates, assessing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rates selected by management, and (3) assessed the mathematical accuracy of significant calculations in the valuation schedules.

• We evaluated the reasonableness of certain business assumptions used in the valuation, including the quantities of groundwater to be produced by the wells.

/s/ Deloitte & Touche LLP

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Net nonutility properties and real estate investments

13,156 40,875

Current assets:

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Accrued payroll 15,193 12,229

Income tax payable — 2,696

Current regulatory liabilities

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Gain on sale of nonutility properties — — ( 6,197 )

Impairment of long-lived asset — — 2,211

Total operating expense 577,936 520,928 489,720

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( 71,390 ) ( 66,144 ) ( 58,062 )

Pension non-service (cost) credit

Pension non-service credit (cost)

3,769 ( 1,230 ) 5,023

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Other comprehensive income:

Unrealized gain (loss) on investment, net of taxes of $ 166 in 2023, $( 188 ) in 2022 and $ 68 in 2021

Unrealized (loss) gain on investment, net of taxes of $( 163 ) in 2024, $ 166 in 2023 and $( 188 ) in 2022

( 442 ) 530 ( 511 )

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Net income — — — 73,828 — 73,828

Unrealized income on investment, net of tax effect of $ 68

Unrealized loss on investment, net of tax effect of $( 188 )

— — — — ( 511 ) ( 511 )

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Net income — — — 84,987 — 84,987

Unrealized loss on investment, net of tax effect of $( 188 )

Unrealized gain on investment, net of tax effect of $ 166

— — — — 530 530

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Net income — — — 93,967 — 93,967

Unrealized gain on investment, net of tax effect of $ 166

Unrealized loss on investment, net of tax effect of $( 163 )

— — — — ( 442 ) ( 442 )

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Allowance for equity funds used during construction ( 2,362 ) ( 2,114 ) ( 1,551 )

Impairment of long-lived asset — — 2,211

Gain on sale of nonutility properties and other assets

Loss (gain) on sale of nonutility properties and other assets

572 — ( 6,197 )

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( 1,812 ) 12,278 1,714

Up-front service concession payments

( 23,900 ) — —

Other noncurrent assets and liabilities

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Proceeds from sale of assets

Other changes, net

40,572 233 975

Net cash used in investing activities ( 340,095 ) ( 322,272 ) ( 244,328 )

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Net cash provided by financing activities 145,960 128,820 78,354

Net change in cash, cash equivalents and restricted cash ( 2,621 ) 225 2,850

Cash, cash equivalents and restricted cash, beginning of year 12,344 12,119 9,269

Cash, cash equivalents and restricted cash, end of year 9,723 12,344 12,119

Less restricted cash, end of year — — 1,211

Net change in cash and cash equivalents

1,391 ( 2,621 ) 225

Cash and cash equivalents, beginning of year

9,723 12,344 12,119

Cash and cash equivalents, end of year $ 11,114 9,723 12,344

Cash paid during the year for:

Cash paid (refunded) during the year for:

Interest $ 73,268 67,508 63,677

Interest, net of amounts capitalized

$ 69,744 64,608 58,974

Income taxes $ ( 598 ) 23,020 6,853

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Utility property installed by developers $ 2,465 3,341 2,433

Proceeds receivable from sale of real estate investments

Accrued selling expenses on sale of real estate investments

Seller financing in asset acquisition, net of discount

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The accounting policies of SJW Group’s subsidiaries comply with the applicable uniform system of accounts prescribed by the respective regulators and conform to generally accepted accounting principles for rate-regulated public utilities.

SJW Group is a holding company of San Jose Water Company (“SJWC”), SJWTX Holdings, Inc., SJW Land Company, and SJWNE LLC.

SJWNE LLC is a special purpose entity holding company for Connecticut Water Service, Inc.

(“CTWS”) (and its wholly owned subsidiaries, The Connecticut Water Company (“CWC”), The Maine Water Company (“MWC”), Chester Realty, Inc.

and New England Water Utility Services, Inc.

SJW Group is a holding company that conducts its business through the following wholly owned subsidiaries:

San Jose Water Company (“SJWC”), SJWTX Holdings, Inc., SJW Land Company, SJWNE LLC, and National Water Utility Service, LLC (“NWU”).

SJWTX Holdings, Inc.

is a holding company for its wholly owned subsidiaries, SJWTX, Inc., doing business as The Texas Water Company (“TWC”), Texas Water Operation Services, LLC (“TWOS”) and Texas Water Resources, LLC (“TWR”).

SJWNE LLC is the holding company for Connecticut Water Service, Inc.

(“CTWS”) whose wholly owned subsidiaries are The Connecticut Water Company (“CWC”), The Maine Water Company (“MWC”), New England Water Utility Services, Inc.

(“NEWUS”), and Chester Realty, Inc.

NWU is the contracting entity for shared services among the SJW Group affiliates formed in October 2024.

SJW Group, through its wholly owned subsidiaries, primarily provides water utility and other related services in California, Connecticut, Maine and Texas.

SJW Group has business in property management and real estate investment activity conducted by SJW Land Company and Chester Realty, Inc.

In the third quarter of 2023, the corporate reorganization of our water services organization in Texas was completed.

SJWTX Holdings, Inc.

is the holding company for SJWTX, Inc., doing business as The Texas Water Company (“TWC”), Texas Water Operation Services, LLC (“TWOS”) and Texas Water Resources, LLC (“TWR”).

TWC is a public utility in the business of providing water service in Bandera, Blanco, Comal, Hays, Kendall, Medina and Travis Counties in the growing region between San Antonio and Austin, Texas.

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5 to 68 years

For the years 2023, 2022 and 2021, depreciation expense as a percent of the beginning of the year balance of depreciable plant was 2.9 %, 3.3 % and 3.2 %, respectively.

For the years 2024, 2023 and 2022, depreciation expense as a percentage of the beginning of the year balance of depreciable plant was 2.9 %, 2.9 % and 3.3 %, respectively.

Depreciation expense for utility plant for the years ended December 31, 2024, 2023 and 2022 was $ 111,575 , $ 104,325 and $ 99,413 , respectively.

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The amount of AFUDC debt capitalized in 2024, 2023 and 2022 was $ 3,524 , $ 2,900 and $ 4,703 , respectively.

Interest on long-term debt is presented net of AFUDC debt capitalized on the Consolidated Statement of Comprehensive Income.

The amount of AFUDC equity capitalized in 2023, 2022 and 2021 was $ 2,114 , $ 1,551 and $ 1,926 , respectively, reflected in “Other, net” on the Consolidated Statement of Comprehensive Income.

Interest on long-term debt is presented net of AFUDC debt capitalized on the Consolidated Statements of Comprehensive Income.

The amount of AFUDC equity capitalized in 2024, 2023 and 2022 was $ 2,362 , $ 2,114 and $ 1,551 , respectively, reflected in “Other, net” on the Consolidated Statements of Comprehensive Income.

Intangible Assets

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The company reclassified the Tennessee properties from held-and-used to held-for-sale at March 31, 2023.

The Company’s intention is to complete the sale of these assets within a twelve-month period.

The company records the Tennessee properties at the lower of their carrying value or estimated fair value less cost to sell, and also stopped recording depreciation on assets held for sale.

SJW Group’s broker provides the estimated fair value of the Tennessee properties.

No impairment has been recorded as the estimated fair value less cost to sell exceeds carrying value.

The property is classified as part of the Real Estate Services reportable segment.

The company recorded the Tennessee properties at the lower of their carrying value or estimated fair value less cost to sell, and also stopped recording depreciation on assets held for sale.

SJW Group’s broker provided the estimated fair value of the Tennessee properties.

No impairment was recorded as the estimated fair value less cost to sell exceeded carrying value.

In 2024, in two separate transactions, SJW Land Company completed the sale of the Tennessee properties for an aggregate of $ 44,000 .

The net pre-tax loss associated with these transactions for the year ended December 31, 2024 was $ 969 and is included in the “Other, net” line on the consolidated statements of comprehensive income.

A portion of the proceeds from these sales totaling $ 2,801 is being held in escrow pending completion of certain post-closing obligations.

Following these two transactions, SJW Group does not have any other assets classified as held for sale.

The sale of the Tennessee properties does not represent a strategic shift that has or will have a major effect on SJW Group;

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On February 15, 2022, the CPUC review was complete and SJWC recognized the deferred gain on sale of nonutility property in 2022.

A former wholly owned subsidiary of SJW Group, Texas Water Alliance, was sold to Guadalupe-Blanco River Authority (“GBRA”) in 2017.

The sales agreement with GBRA included a holdback amount of $ 3,000 to be paid to SJW Group on June 30, 2021, subject to reduction under certain conditions.

SJW Group received the holdback amount without reduction from the GBRA on June 29, 2021 and recognized a pre-tax gain on sale of $ 3,000 .

Also, on October 29, 2021, SJW Land sold undeveloped land located in San Jose, California for $ 2,600 .

SJW Group recognized a pre-tax gain on the sale of real estate investments of $ 927 , after selling expenses of $ 121 .

The following schedule shows the future minimum rental payments to be received from third parties under operating leases that have remaining noncancelable lease terms in excess of one year as of December 31, 2023:

Year ending December 31:

Rental Revenue

In August 2023, a non-regulated subsidiary, TWR, acquired eight wells and the associated water rights of KT Water Resources, LLC, as discussed in Note 14 , “Acquisitions.” In connection with a transaction in the third quarter of 2024, TWC purchased these assets from TWR for use in utility operations.

Accordingly, SJW Group reclassified $ 28,386 related to indefinite-lived water rights from other intangible assets to utility plant intangible assets and $ 11,684 from nonutility property to utility plant.

Business Combinations and Asset Acquisitions

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While SJW Group uses best available estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, such estimates are inherently uncertain and subject to refinement.

For business combinations, Topic 805 provides for a measurement

period from the acquisition date of up to one year, during which we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to our Consolidated Statements of Comprehensive Income.

For business combinations, Topic 805 provides for a measurement period from the acquisition date of up to one year, during which we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the Consolidated Statements of Comprehensive Income.

Accounting for business combinations and asset acquisitions requires SJW Group to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies.

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future expected cash flows from services;

historical and expected customer attrition rates and anticipated growth in revenue from acquired customers;

historical and expected customer attrition rates and anticipated growth in revenue from acquired

the expected use of the acquired assets;

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No impairments occurred during 2024 and 2023.

During the year ended December 31, 2021, SJW Group determined that an implementation project for a customer care billing system at TWC will no longer be pursued and accordingly wrote-off $ 2,211 of accumulated costs for the project that were previously recorded as construction work in progress on the Consolidated Balance Sheets.

Goodwill is not amortized but is tested for impairment annually on October 1st or more frequently if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount.

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Cash and cash equivalents primarily consisted of cash on deposit with banks and short-term, highly liquid investments with original maturities of three months or less.

Restricted funds consisted of proceeds from state revolving fund bond issuances to MWC of $ 4,000 on December 23, 2020, for capital expenditures.

Proceeds were held by a trustee for the bonds and released when the funding conditions were met.

As of December 31, 2021, $ 2,789 of the proceeds from the December 23, 2020, bond were released by the trustee, and the balance of $ 1,211 was released during the year ended December 31, 2022.

Accounts Receivable

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Accounts balances are written off against the allowance when it is probable the receivable will not be recovered or is over a certain number of days outstanding.

During the second quarter of 2024, SJW Group recorded a reduction to its allowance for credit losses of $ 7,822 , of which $ 3,960 resulted in a reduction to regulatory assets and $ 3,862 was recorded through administrative and general expense ($ 2,782 net of tax or $ 0.08 per diluted share).

Financial Instruments and Investments

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The estimated fair value of such instruments approximates their carrying value as reported on the Consolidated Balance Sheets.

The fair value of such

financial instruments are determined using the income approach based on the present value of estimated future cash flows.

The fair value of such financial instruments are determined using the income approach based on the present value of estimated future cash flows.

The fair value of these instruments would be categorized as Level 2 in the fair value hierarchy, with the exception of cash and cash equivalents, which would be categorized as Level 1.

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Thereafter 44,406

As of December 31, 2023, advances for construction were $ 146,582 of which $ 55,170 was related to non-refundable advances for construction and $ 30,437 was related to advances which are refunded based on service connections made.

As of December 31, 2024, advances for construction totaled $ 155,397 including $ 64,920 in non-refundable advances and $ 31,983 in advances that will be refunded based on service connections made, though the timing of these refunds cannot be estimated.

As of December 31, 2024 and 2023, the fair value of the advances for construction refunded ratably over 40 years is $ 43,718 and $ 40,915 , respectively.

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Depreciation applicable to utility plant constructed with these contributions is charged to contributions in aid of construction.

Customer advances and contributions in aid of construction received subsequent to 1986 and prior to June 12, 1996, generally must be included in federal taxable income, except for CTWS.

Taxes paid relating to advances and contributions are recorded as deferred tax assets for financial reporting purposes and are amortized over 40 years for advances and over the tax depreciable life of the related asset for contributions.

Receipts subsequent to June 12, 1996, are generally exempt from federal taxable income, unless specifically prescribed under treasury regulations, including CTWS.

Advances and contributions received subsequent to 1991 and prior to 1997 are included in state taxable income, except for CTWS.

Asset Retirement Obligation

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A reserve, based on an estimate of actual usage over the recovery period, is recorded for any amounts SJW Group estimates will not be collected within the 24-month period.

SJW Group’s alternative revenue programs include SJWC’s Water Conservation Memorandum Account (“WCMA”) and CTWS’s Water Rate Adjustment mechanism (“WRA”).

SJW Group’s alternative revenue programs include SJWC’s Water Conservation Memorandum Account (“WCMA”) and CWC’s Water Rate Adjustment mechanism (“WRA”).

See further discussion on WCMA and WRA in Note 3 , “Regulatory Matters.”

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Tenants pay monthly in accordance with lease agreements and SJW Group recognizes the income ratably over the lease term as this is the most representative of the pattern in which the benefit is expected to be derived from SJW Group’s underlying asset.

Detail of SJW Group’s revenue is as follows for the years ended December 31:

Detail of SJW Group’s revenue components are as follows for the years ended December 31:

2024 2023 2022

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Revenue also includes a surcharge collected from regulated customers that is paid to the CPUC.

This surcharge is recorded both in operating revenues and administrative and general expenses.

This surcharge is recorded both in operating revenue and administrative and general expenses.

For the years ended December 31, 2024, 2023 and 2022, the surcharge was $ 3,668 , $ 4,085 and $ 6,121 , respectively.

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SJW Group utilizes the Monte Carlo valuation model, which requires the use of subjective assumptions, to compute the fair value of market-vesting restricted stock units.

The compensation cost for service-based restricted stock awards are charged to income on a straight-line basis over the requisite service period, which is the vesting period.

The compensation cost for service-based restricted stock awards is charged to income on a straight-line basis over the requisite service period, which is the vesting period.

For performance-based stock awards, compensation expense is charged to income on a straight-line basis over the requisite service period based on expected attainment of performance targets.

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Diluted earnings per share is calculated using income available to common stockholders divided by the weighted average number of shares of common stock including both shares outstanding and shares potentially issuable in connection with restricted common stock awards under SJW Group’s long-term incentive plans, shares potentially issuable under the performance stock plans assumed through the business combination with CTWS, and shares potentially issuable under SJW Group’s employee stock purchase plans.

Restricted common stock units of 14,193 , 25,127 and 16,347 as of December 31, 2023, 2022 and 2021, respectively, were excluded from the dilutive earnings per share calculation as their effect would have been anti-dilutive.

Reclassifications

Certain reclassifications have been made to prior periods in the Consolidated Financial Statements and Notes to conform to the current presentation.

Restricted common stock units of 8,075 , 14,193 and 25,127 as of December 31, 2024, 2023 and 2022, respectively, were excluded from the diluted earnings per share calculation as their effect would have been antidilutive.

Related-Party Transaction

The Force for Good Foundation, established in 2024, is a non-consolidated not-for-profit corporation funded by SJW Group that plans to make contributions to selected charitable organizations.

For the year ended December 31, 2024, SJW Group made

contributions of $ 3,000 , which are included as an expense in the “Other, net” line of the Consolidated Statements of Comprehensive Income.

New Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures.” (“ASU 2023-07”).

Among other changes, the ASU requires disclosure of significant segment expenses and extends certain annual disclosures to interim periods.

Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements

Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures”

The ASU requires disclosure of significant segment expenses, extends certain annual disclosures to interim periods, and requires additional qualitative disclosures regarding the chief operating decision maker.

The ASU is effective for SJW Group beginning with its annual financial statements for the year ending December 31, 2024.

Early adoption is permitted.

SJW Group is currently evaluating the requirements of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid.

Retrospective During the year ended December 31, 2024, SJW Group adopted ASU 2023-07, “Improvements to Reportable Segment Disclosures,” retrospectively.

Refer to Note 13.

Segment Reporting for the required disclosures.

ASU 2023-09 “Improvements to Income Tax Disclosures”

The ASU amends certain income tax disclosure requirements, including adding requirements to present the reconciliation of income tax expense computed at the statutory rate to actual income tax expense using both percentages and amounts and providing a disaggregation of income taxes paid.

Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months.

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Early adoption is permitted.

Prospective, with retrospective application also permitted.

SJW Group is currently evaluating the requirements of ASU 2023-09.

ASU 2024-03 “Disaggregation of Income Statement Expenses”

The ASU requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses.

The ASU requires disclosure of purchases of inventory, employee compensation, depreciation, and intangible asset amortization in interim and annual reporting periods.

Further, other amounts already required to be disclosed in accordance with current U.S.

GAAP would be included in the same disclosure as the other disaggregation requirements.

Additionally, the ASU requires qualitative descriptions of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively as well as disclosure of selling expenses in annual periods and an entity’s definition of selling expenses.

The ASU is effective for SJW Group for its annual financial statements for the year ending December 31, 2027 and for interim reporting periods for the year ending December 31, 2028.

Early adoption is permitted.

Prospective, with retrospective application also permitted.

SJW Group is currently evaluating the requirements of ASU 2024-03.

Regulatory Matters

Water Utility Services, excluding non-tariffed activities, are subject to rate regulation based on cost recovery and meets the criteria of accounting guidance for rate-regulated operations under ASC Topic 980, which affects the timing of the recognition of certain revenues and expenses.

SJW Group’s consolidated financial statements reflect the actions of regulators in the rate-making process.

SJW Group’s consolidated financial statements reflect the actions of regulators in the rate-

making process.

The rate-making process is intended to provide revenues sufficient to recover normal operating expenses, provide funds for replacement of water infrastructure and produce a fair and reasonable return on stockholder common equity.

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SJWC has established balancing accounts for the purpose of tracking the under-collection or over-collection associated with expense changes and the revenue authorized by the CPUC to offset those expense changes.

In 2022, SJWC’s general rate case decision approved the use of the Full Cost Balancing Account to track the water supply costs and energy consumption.

SJWC’s Full Cost Balancing Account (“FCBA”) tracks water supply costs and energy consumption.

The Monterey Water Revenue Adjustment (“MWRAM”) balancing account tracks the difference between the revenue received for actual metered sales through the tiered volumetric rate and the revenue that would have been received with the same actual metered sales if a uniform rate would have been in effect.

SJWC also maintains memorandum accounts to track impacts due to catastrophic events, certain unforeseen water quality expenses related to new federal and state water quality standards, energy efficiency, water conservation, water tariffs, and other approved activities or as directed by the CPUC.

The WCMA allows SJWC to track lost revenue, net of related water costs, associated with reduced sales due to water conservation and associated calls for water use reduction.

SJWC records the lost revenue captured in the WCMA balancing accounts.

The WCMA allows SJWC to track lost revenue, net of related water costs, associated with reduced sales due to water conservation and associated calls for water use reduction, both mandatory and voluntary.

SJWC records the lost revenue captured in the WCMA balancing accounts, including amounts related to a 20 -basis point reduction in the authorized return on equity per the terms of the WCMA.

Applicable drought surcharges collected are used to offset the revenue losses tracked in the WCMA.

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All balancing accounts and memorandum accounts not included for recovery or refund in current customer rates will be reviewed by the CPUC in SJWC’s next general rate case or at the time an individual account balance reaches a threshold of 2 % of authorized revenue, whichever occurs first.

On December 19, 2024, the CPUC issued General Rate Case Decision No.

24-12-077, which approved a recovery of $ 15,792 in balancing and memorandum accounts from customers through a 12-month surcharge effective January 1, 2025.

CWC has been authorized by PURA to utilize WRA, a decoupling mechanism, to mitigate risks associated with changes in demand.

1 unchanged sentence

The WRA allows the company to defer, as a regulatory asset or liability, the amount by which actual revenues deviate from the revenues allowed in the most recent general rate proceedings.

As of December 31, 2023 and 2022, SJW Group’s regulatory assets not earning a return primarily included unrecognized pensions and other postretirement benefits and business combinations debt premium.

The total amount of regulatory assets not earning a return at December 31, 2023 and 2022, either by interest on the regulatory asset or as a component of rate base at the allowed rate of return was $ 43,141 and $ 66,373 , respectively.

Regulatory Assets and Liabilities

1 unchanged sentence

Regulatory assets:

Income tax temporary differences (a)

$ 157,669 137,860

Unrecognized pensions and other postretirement benefits (b)

Income tax temporary differences (a) (q)

$ 180,103 157,669

Business combinations debt premium (c)

Unrecognized pensions and other postretirement benefits (b) (q)

Business combinations debt premium (c) (q)

12,313 14,855

Employee benefit costs (d)

Employee benefit costs (d) (q)

Customer Assistance Program (“CAP”) balancing account (f)

1 unchanged sentence

2022 general rate case interim memorandum account (h)

Revenue adjustment mechanisms (n) (q)

Water supply costs (i)

6 unchanged sentences

Cost of removal (l)

$ 364,398 346,418

Future income tax benefits due to customers (m)

2 unchanged sentences

27,872 20,196

Employee benefit costs (d)

Revenue adjustment mechanisms (n)

Water supply costs (i)

Total regulatory liabilities

8 unchanged sentences

(c) Consists of debt fair value adjustments recognized through purchase accounting for the completed merger with CTWS in 2019.

(d) Includes deferrals of pension and other postretirement benefit expense and cost of accrued benefits for vacation.

(d) Includes deferrals of pension and other postretirement benefit expense, cost of accrued benefits for vacation, and group health insurance.

(e) MWRAM is described in the previous section.

(f) Represents costs associated with SJWC’s CAP.

(g) Primarily related to increased bad debt expenses associated with SJWC’s response to COVID-19.

The CPUC has authorized water utilities to activate CEMA accounts in order to track savings and costs related to SJWC’s response to catastrophic events, which includes external labor and materials, increases in bad debt from suspension of shutoffs for non-payment, waived deposits and reconnection fees, and divergence from actual versus authorized usage.

(g) The CPUC has authorized water utilities to activate CEMA accounts in order to track savings and costs related to SJWC’s response to catastrophic events, which includes external labor and materials, increases in bad debt from suspension of shutoffs for non-payment, waived deposits and reconnection fees, and divergence from actual versus authorized usage.

The balances primarily relate to expenses associated with SJWC’s response to COVID-19, including bad debt.

(h) Represents the difference between revenues collected in interim rates in effect as of January 1, 2022 and revenues that would result from rates authorized in SJWC’s 2022 general rate case retroactive to January 1, 2022.

(i) Reflects differences in actual water supply costs compared to amounts assumed in setting rates, including applicable changes and variations in costs and quantities that affect the overall mix of the water supply.

(j) Other includes other balancing and memorandum accounts and regulatory mechanisms, deferred costs for certain information technology activities, asset retirement obligations and rate case expenses.

(k) As of December 31, 2023, primarily relates to MWRAM.

As of December 31, 2022, primarily relates to the 2022 general rate case interim memorandum account.

(i) Reflects primarily SJWC’s FCBA which tracks differences in actual water supply costs compared to amounts assumed in base rates, including applicable changes and variations in costs and quantities that affect the overall mix of the water supply.

(k) As of December 31, 2024, primarily relates to SJWC’s balancing and memorandum account surcharge in accordance with Decision No.

24-12-077 and the current portion of CWC’s deferred well redevelopment and rate case costs.

As of December 31, 2023, primarily relates to the current portion of MWRAM.

(l) Represents amounts collected in rates from customers for estimated costs to retire assets at the end of their expected useful lives before the costs are incurred.

During 2023, the Company completed a new depreciation study and as of December 31, 2023, recorded a classification adjustment of $ 346,418 as cost of removal regulatory liabilities.

As of December 31, 2022, cost of removal regulatory liabilities of $ 316,647 are included in net utility plant - accumulated depreciation and amortization.

Management has concluded a classification adjustment to the prior year balance sheet is not necessary because the impact is immaterial.

(m) On December 22, 2017 the Tax Act was signed into law.

(m) On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act”) was signed into law.

The Tax Act included a reduction in the federal income tax rate from 35% to 21%.

3 unchanged sentences

(o) Other includes other balancing and memorandum accounts, other regulatory mechanisms and accrued tank painting costs.

(p) As of December 31, 2023 and 2022, primarily relates to WRA.

(p) Primarily relates to the current portion of WRA.

(q) Generally not earning a return either by interest on the regulatory asset or as a component of rate base at the allowed rate of return.

Capitalization

5 unchanged sentences

1 to the equity distribution agreement (the “Equity Distribution Agreement”), dated November 17, 2021, between SJW Group and J.P.

Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, pursuant to which the company may offer and sell shares of its common stock, $ 0.001 par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $ 240,000 .

For the year ended December 31, 2023, SJW Group issued and sold a total of 1,119,806 shares of common stock with a weighted average price of $ 73.68 per share and received $ 80,659 in net proceeds under the Equity Distribution Agreement.

Since the inception of the Equity Distribution Agreement, SJW Group has issued and sold 2,004,657 shares of common stock with a weighted average price of $ 73.57 for a total net proceeds of $ 143,998 and has a remaining $ 92,509 under the Equity Distribution Agreement to issue into shares.

On March 8, 2021, SJW Group entered into an underwriting agreement with J.P.

Morgan Securities LLC, as the representative of the several underwriters named therein (the “Underwriters”), which provided for the issuance and sale by SJW Group to the Underwriters 1,030,000 shares of common stock, par value $ 0.001 per share, in an underwritten public offering (the “Offering”).

The shares in the Offering were sold at a public offering price of $ 59.00 per share.

SJW Group also granted the Underwriters an option to purchase up to 154,500 additional shares of common stock, which was exercised in full.

The Offering closed on March 11, 2021, and the offering of option shares closed on March 16, 2021.

SJW Group received net proceeds of $ 66,775 from the Offering and the sale of option shares, after deducting the underwriting discounts and commissions and offering expenses.

Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, pursuant to which the company offered and sold shares of its common stock, $ 0.001 par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $ 240,000 .

The Equity Distribution Agreement was replaced by a new equity distribution agreement in October 2024, as discussed below.

Through the Equity Distribution Agreement, SJW Group issued and sold 3,151,433 shares of common stock at a weighted average price of $ 67.80 for a total net proceeds of $ 208,838 over the life of the agreement.

On October 29, 2024, SJW Group entered into an equity distribution agreement (the, “New Equity Distribution Agreement”) with BofA Securities, Inc., J.P.

Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, pursuant to which the company may offer and sell shares of its common stock, $ 0.001 par value per share, from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $ 200,000 .

Since the inception of the New Equity Distribution Agreement, SJW Group has issued and sold 375,513 shares of common stock at a weighted average price of $ 55.46 for a total net proceeds of $ 20,167 and has $ 179,175 of aggregate gross sales price of shares remaining to issue under the New Equity Distribution Agreement as of December 31, 2024.

For the year ended December 31, 2024, SJW Group issued and sold a total of 1,522,289 shares of common stock with a weighted average price of $ 57.15 per share and received $ 85,008 in net proceeds under the aforementioned equity distribution agreements.

Lines of Credit

SJW Group and its subsidiaries have unsecured line of credit agreements where borrowings are used to refinance existing debt, for working capital, and for general corporate purposes.

A summary of the line of agreements as of December 31, 2023 and 2022 are as follows:

A summary of the line of credit agreements as of December 31, 2024 and 2023 are as follows:

Maturity Date Line Limit Amounts Outstanding Unused Portion Amounts Outstanding

13 unchanged sentences

On August 2, 2023, SJW Group, SJWC, TWC, and CTWS entered into the First Amendment to the Credit Agreement with JPMorgan Chase Bank which provided for, among other matters, an extension of the maturity date from August 2, 2027 to August 2, 2028.

On August 2, 2024, SJW Group, SJWC, TWC, and CTWS entered into the Second Amendment to the Credit Agreement with JPMorgan Chase Bank which provided for, among other matters, an extension of the maturity date from August 2, 2028 to August 2, 2029.

Under the terms of the Credit Agreement, each of SJW Group, SJWC, TWC, and CTWS is a borrower with several and not joint liability.

7 unchanged sentences

On October 31, 2022, CTWS and Citizens Bank, National Association, entered into a fifth modification to the amended and restated revolving credit facility of $ 10,000 to update the interest rate from London Interbank Offered Rate (“LIBOR”) plus the applicable rate to SOFR plus the applicable rate.

In August 2023, SJW Group, SJWC, TWC, and CTWS entered into the First Amendment to Credit Agreement with JPMorgan Chase Bank which provided for, among other matters, an extension of the maturity date from August 2, 2027 to August 2, 2028.

On February 6, 2023, CTWS modified its existing $ 40,000 credit agreement with CoBank to update the interest rate from LIBOR plus the applicable rate to SOFR plus the applicable rate.

On February 6, 2023, CTWS entered into a third amendment to the amended and restated promissory note and supplement with CoBank to update the one of the stated terms regarding one of interest rate options from LIBOR plus the applicable rate to SOFR plus the applicable rate.

CTWS previously locked the interest rate under this agreement such that this amendment has no impact.

The weighted-average interest rate on short-term borrowings outstanding at December 31, 2024 was 6.08 % compared to 6.48 % at December 31, 2023.

17 unchanged sentences

270,000 195,000

State revolving fund loans 2.00 % 2044

Bank term loans 4.04 % - 4.75 %

4 unchanged sentences

65,000 45,000

Seller financing debt

(b) 2053 29,000 —

Total TWC 109,000 60,000

TWR seller financing debt

5.61 % 2053 29,000 —

(b) 2053 — 29,000

State revolving fund loans 0.00 % - 2.23 %

12 unchanged sentences

To minimize issuance costs, the companies’ debt has primarily been placed privately.

(b) Debt does not contain a stated interest rate but is discounted using an effective rate of 5.61 %.

The following is a table of the consolidated company’s schedule of principal payments:

Thereafter 1,319,465

The estimated fair value of long-term debt as of December 31, 2023 and 2022 was $ 1,394,412 and $ 1,294,354 , respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company.

Of the total fair value of long-term debt, $ 1,378,683 would be categorized as Level 2 in the fair value hierarchy and $ 15,729 would be categorized as Level 3 in the fair value hierarchy.

The estimated fair value of long-term debt as of December 31, 2024 and 2023 was $ 1,490,024 and $ 1,394,412 , respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the

same duration and creditworthiness of the company.

As of December 31, 2024, $ 1,473,393 of the total fair value of long-term debt would be categorized as Level 2 in the fair value hierarchy, and $ 16,631 would be categorized as Level 3.

As of December 31, 2023, $ 1,378,683 of the total fair value of long-term debt was categorized as Level 2 in the fair value hierarchy, and $ 15,729 was categorized as Level 3.

On July 14, 2022, SJWC entered into a note purchase agreement with certain affiliates of New York Life Insurance, Metropolitan Life Insurance, Northwestern Mutual Life Insurance, and John Hancock Life Insurance (collectively the “Purchasers”), pursuant to which the company sold an aggregate principal amount of $ 70,000 of its 4.85 % Senior Notes, Series P (“Series P Notes”) to the Purchasers.

1 unchanged sentence

Interest is payable semi-annually in arrears on February 1st and August 1st of each year.

The note purchase agreement contains customary affirmative and negative covenants for as long as the Series P Notes are outstanding.

The Series P Notes are also subject to customary events of default.

The closing of the note purchase agreement occurred on January 25, 2023.

On June 28, 2022, CWC entered into a note purchase agreement with certain affiliates of New York Life Insurance Company, pursuant to which CWC sold an aggregate principal amount of $ 25,000 of its 4.71 % Senior Notes, Series 2022, due 2052.

The closing of the note purchase agreement occurred on December 14, 2022.

The Series 2022 Notes are unsecured obligations of CWC.

Interest is payable semi-annually in arrears on June 15th and December 15th of each year.

On July 31, 2024, SJWC entered into and closed a note purchase agreement with certain institutional investors, pursuant to which the company sold an aggregate principal amount of $ 75,000 of its 5.63 % Senior Notes, Series Q (“Series Q Notes”).

The Series Q Notes are unsecured obligations of SJWC and are due on July 31, 2054.

Interest is payable semi-annually in arrears on January 31st and July 31st of each year.

On November 15, 2023, CWC entered into a note purchase agreement with certain affiliates of American United Life Insurance, The State Life Insurance, Mutual of Omaha Insurance, and United of Omaha Life Insurance, pursuant to which the company sold an aggregate principal amount of $ 25,000 of its 6.46 % Senior Notes, Series 2023 (“Series 2023 Notes”).

2 unchanged sentences

The closing of the notes purchase agreement occurred on January 22, 2024.

On October 31, 2022, TWC entered into a credit with a commercial bank, pursuant to an existing master loan agreement under which the commercial bank issued TWC a promissory note on the same date with an aggregate principal amount of $ 15,000 at a fixed interest rate of 5.54 % due on May 30, 2052.

The notes are unsecured obligations of TWC.

Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.

On July 31, 2024, CWC entered into a note purchase agreement with certain institutional investors, pursuant to which the company sold an aggregate principal amount of $ 50,000 of its 5.78 % Senior Notes, Series 2024 (“Series 2024 Notes”).

The Series 2024 Notes are unsecured obligations of CWC and are due on July 31, 2054.

Interest is payable semi-annually in arrears on January 31st and July 31st of each year.

The closing of the notes purchase agreement occurred in August 2024.

In August 2023, TWR closed on an asset acquisition that included an obligation for a post-closing production payment of $ 29,000 to the seller over a period of up to 29 years.

1 unchanged sentence

The difference between the gross obligation of $ 29,000 and the fair value at the date of acquisition is reflected as a debt discount and is being amortized as interest expense using the effective interest method over the life of the obligation.

On April 6, 2022, MWC entered into a credit agreement with a commercial bank, pursuant to an existing master loan agreement under which the commercial bank issued MWC a promissory note on the same date with an aggregate principal amount of $ 15,000 at a fixed interest rate of 4.54 %, due May 31, 2042.

The notes are unsecured obligations of MWC.

During the third quarter of 2024, TWC assumed the obligation in connection with an asset purchase agreement pursuant to which TWC acquired all of the net assets of TWR.

On December 6, 2024, TWC issued a promissory note to a national cooperative bank under an existing master loan agreement for a principal amount of $ 20,000 at a fixed interest rate of 6.47 %.

This note is an unsecured obligation of TWC due on November 20, 2054.

Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.

Proceeds from the borrowing were received on May 13, 2022.

In January 2025, TWC amended the existing master loan agreement to modify one of the financial covenants.

All of the other terms and conditions remain the same.

On December 6, 2024, MWC issued a promissory note to a national cooperative bank under an existing master loan agreement for a principal amount of $ 15,000 at a fixed interest rate of 6.47 %.

This note is an unsecured obligation of MWC due on November 20, 2054.

Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.

CTWS previously locked the interest rate under this agreement to 4.09 %, such that this amendment has no impact.

Financial Covenants

1 unchanged sentence

Non-compliance with these covenants could result in accelerated due dates and termination of the agreements.

In addition, the credit agreements contain customary representations and warranties and subject to customary events of default, which may result in outstanding notes becoming immediately due and payable.

In addition, the credit agreements contain customary representations and warranties and subject to customary events of default, which may result in

outstanding notes becoming immediately due and payable.

As of December 31, 2024, SJW Group and its subsidiaries were in compliance with all covenants related to its long-term debt agreements.

36 unchanged sentences

Intangibles 2,443 2,693

Deferred revenue 1,418 —

Tax related regulatory asset

50,728 44,155

Section 481(a) adjustments — 1,573

Other 4,979 5,255

7 unchanged sentences

The estimated state tax credit carryforwards are $ 970 , which will expire beginning in 2025 and ending in 2048.

The change in the net deferred tax liabilities of $ 20,373 in 2023 included other non-cash items primarily consisting of regulatory assets and liabilities relating to income tax temporary differences.

The change in the net deferred tax liabilities of $ 37,515 in 2024 resulted from other non-cash items primarily consisting of regulatory assets and liabilities relating to income tax temporary differences.

The total amount of unrecognized tax benefits, before the impact of deductions for state taxes, excluding interest and penalties was $ 3,707 and $ 4,511 as of December 31, 2024 and 2023, respectively.

8 unchanged sentences

Balance at end of year $ 3,707 4,511 9,004

The decrease in gross unrecognized tax benefits in 2023 was primarily due to the release of an uncertain tax position reserve relating to repairs tax deductions.

In April 2023, the IRS issued additional tax guidance that has allowed the company to revisit

certain historical income tax reserves.

The decrease in gross unrecognized tax benefits in 2024 was primarily due to expiry of statute of limitations.

The decrease in gross unrecognized tax benefits in 2023 was primarily due to the release of uncertain tax position reserve relating to repairs tax deductions.

In April 2023, the IRS issued additional tax guidance that has allowed SJW Group to revisit certain historical income tax reserves.

Pursuant to the issuance of this guidance, which provided additional clarification regarding some of the uncertain tax areas, the company re-evaluated the risk relating to repair deductions.

The result of the analysis led to a release of an uncertain tax position reserve.

The result of the analysis led to a release of uncertain tax position reserve.

The release relates to repairs expenditures which are more likely than not to be sustained on audit.

The release due to re-evaluation of the reserve was $ 3,125 .

The net release due to re-evaluation of the reserve was $ 3,125 .

SJW Group’s policy is to classify interest and penalties associated with unrecognized tax benefits, if any, in tax expense.

2 unchanged sentences

The amount of interest recognized in 2024 was a decrease to expense of $ 139 .

SJW Group currently does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of lapse of the statute of limitations.

SJW Group currently does not expect uncertain tax positions to change significantly over the next 12 months.

SJW Group files U.S.

federal income tax returns and income tax returns in various states and is subject to ordinary statute of limitation of three years for federal and three or four years for different state returns.

However, due to tax attribute carryforwards, SJW Group is subject to examination for tax years 2012 forward for federal and state returns of CTWS and its subsidiaries.

The statute of limitation for SJW Group returns is closed for these extended years and remains open for 2020 and forward for federal and 2019 or 2020 and forward for different states.

However, due to tax attribute carryforwards, SJW Group is subject to examination for tax years 2012 forward for state returns of CTWS and its subsidiaries.

The statute of limitations for SJW Group returns is closed for these extended years and remains open for 2021 and forward for federal and 2020 or 2021 and forward for different states.

Intangible Assets

Utility plant intangible assets consist of a concession fee paid to the City of Cupertino of $ 6,800 for operating the City of Cupertino municipal water system, $ 13,400 related to the purchase premium for customer relationships and other intangibles of $ 15,746 as of December 31, 2023.

Other intangibles primarily consist of $ 5,984 for infrastructure related to the Cupertino service concession arrangement, $ 4,292 which was paid for service area and water rights by TWC, $ 1,400 for customer relationships and $ 1,040 incurred in conjunction with Valley Water water contracts related to the operation of SJWC.

The nonutility other intangible asset represents water rights with an indefinite life.

Utility plant intangible assets consist of $ 28,386 of indefinite-lived water rights, $ 13,400 related to the purchase premium for customer relationships, and other intangibles of $ 9,818 as of December 31, 2024.

Other intangibles primarily consist of $ 4,292 for service area expansions and other by TWC, $ 1,400 for customer relationships and $ 1,040 incurred in conjunction with Valley Water water contracts related to the operation of SJWC.

In connection with a transaction in the third quarter of 2024, TWC purchased all assets from TWR for use in utility operations.

Accordingly, SJW Group reclassified $ 28,386 related to indefinite life water rights from other intangible assets to utility plant intangible assets.

Amortization expense for the intangible assets was $ 1,429 , $ 1,310 and $ 3,869 for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization expense for 2025 through 2029 and thereafter is anticipated to be approximately $ 1,395 per year.

The costs of intangible assets as of December 31, 2023 and 2022 are as follows:

The components of intangible assets as of December 31, 2024 and 2023 are as follows:

Utility Plant Intangible Assets:

Concession fees $ 6,800 6,800

Indefinite-lived water rights

Purchase premium customer relationships 13,400 13,400

Concession fees — 6,800

Other intangibles 9,818 15,746

1 unchanged sentence

Accumulated amortization

Concession fees 6,754 6,693

Purchase premium customer relationships 4,667 3,774

Concession fees — 6,754

Other intangibles 4,858 10,361

1 unchanged sentence

Other Intangible Asset:

Water rights $ 28,386 —

Indefinite-lived water rights

SJWC purchases water from Valley Water under terms of a master contract expiring in 2051.

2 unchanged sentences

On June 12, 2024, the Valley Water Board of Directors approved treated water deliveries reflecting the contractual delivery schedule reduced by 23 % through June 30, 2025.

Based on current prices and estimated deliveries, SJWC is committed to purchase from Valley Water a minimum of 90 % of the reduced delivery schedule, or 18.9 billion gallons ($ 121,182 ) of water at the current

contract water rate of $ 6.411 million per billion gallons for the year ending December 31, 2024.

Based on current prices and estimated deliveries, SJWC is committed to purchase from

Valley Water a minimum of 90 % of the reduced delivery schedule, or 18.9 billion gallons ($ 135,975 ) of water at the current contract water rate of $ 7.194 million per billion gallons for the year ending December 31, 2025.

Additionally, SJWC purchases non-contract water from Valley Water on an “as needed” basis if the water supply is available.

In 1997, SJWC entered into a 25-year contract agreement, as amended, with the City of Cupertino to operate the City’s municipal water system.

SJWC paid a one-time, upfront concession fee of $ 6,800 to the City of Cupertino and an incremental up-front payment of $ 5,000 to be used by the City of Cupertino for capital improvements.

On February 25, 2022, SJWC received a letter from the City of Cupertino exercising their option to extend the term of the lease an additional two years through October, 1, 2024.

SJWC paid an additional $ 1,600 concession fee for the extension period.

The total fees paid for the agreement is being amortized over the contract term including the extension period.

SJWC operates the Cupertino municipal water system under a service concession arrangement.

The system is adjacent to the SJWC service area and has approximately 4,700 service connections.

The original agreement commenced in October 1997 and expired on September 30, 2024.

Effective October 2024, SJWC entered into a new 12-year agreement with the City of Cupertino subject to an additional term of eight years if agreed to by the parties.

SJWC paid an upfront concession fee of $ 22.1 million in 2024 and agreed to pay, beginning in 2024, an annual investment rent of $ 1.8 million, subject to annual adjustment based on a specified construction cost index.

The concession fees are amortized as reductions to operating revenue over the applicable contract term and the annual investment rent payments are amortized as reductions to operating revenue over the annual period to which they relate.

Under the terms of the agreement, SJWC assumes responsibility for all maintenance and operating costs of the system, while receiving all payments for water service.

CWC is able, but under no obligation, to purchase up to one million gallons of water per day from the South Central Connecticut Regional Water Authority (“RWA”), at the then-current wholesale rates per the agreement, $ 3.1 million per billion gallons as of December 31, 2024.

7 unchanged sentences

The water rate may be adjusted by GBRA at any time, provided they give TWC a 60-day written notice on the proposed adjustment.

TWC also has raw water supply agreements with the Lower Colorado River Authority and West Travis Public Utility Agency expiring in 2059 and 2046, respectively, to provide for 350 acre-feet of water per year from Lake Austin and the Colorado River, respectively, at prices that may be adjusted periodically by the agencies.

TWC also has raw water supply agreements with the Lower Colorado River Authority and West Travis County Public Utility Agency expiring in 2059 and 2046, respectively, to provide for 350 acre-feet of water per year from Lake Austin and the Colorado River, respectively, at prices that may be adjusted periodically by the agencies.

MWC has an agreement with the Kennebec Water District for potable water service.

2 unchanged sentences

Water sales to MWC are billed at a wholesale discount of twenty cents per hundred cubic feet of water below Kennebec Water District's tariffed rates.

The current tariff rate wa s one dollar and fifty-one cents per hundred cubic feet as of December 31, 2023 .

The current tariff rate was one dollar and fifty-one cents per hundred cubic feet as of December 31, 2024 .

As of December 31, 2024, SJWC had 395 employees, of whom 241 were members of unions.

3 unchanged sentences

SJW Group and its subsidiaries are subject to ordinary routine litigation incidental to its business.

There are no pending legal proceedings to which SJW Group or any of its subsidiaries is a party, or to which any of its properties is the subject, that are expected to have a material effect on SJW Group’s business, financial position, results of operations or cash flows.

In October 2023, CWC, a subsidiary of SJW Group, was named as a defendant in a putative class action lawsuit alleging that the water provided by CWC contained contaminants.

The case is currently pending in the State of Connecticut Superior Court.

CWC is vigorously defending itself in this lawsuit.

At this time, SJW Group is unable to provide a reasonable estimate of any loss.

SJWC and CWC are plaintiffs in a lawsuit against manufacturers of certain PFAS compounds for damages, contribution and reimbursement of costs incurred and continuing to be incurred to address the presence of such PFAS compounds in public water supply systems owned and operated by these utility subsidiaries and throughout their respective service areas.

The lawsuit is part of Multi-District Litigation (“MDL”), that commenced on December 7, 2018, in the United States District Court for the District of South Carolina.

MWC has submitted timely claims as a settlement class member.

On February 8, 2024, the MDL court approved settlements involving defendants The Chemours Company, Corteva, Inc., and DuPont de Nemours, Inc.

to resolve claims brought in the MDL against them by public water systems, including SJWC and CWC.

On March 29, 2024, the MDL court approved a similar settlement involving defendant 3M.

On November 22, 2024, the MDL court approved settlements involving defendants Tyco Fire Products LP, Chemgaurd, Inc., and BASF Corporation.

SJW Group is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS manufacturers for potential impacts to the various claims that these utility subsidiaries have asserted.

Benefit Plans

5 unchanged sentences

Interest is credited based on the annual yield on 30-year Treasury bonds as of October for the preceding plan year with a minimum annual rate of 3.25% and a maximum annual rate of 6.00%.

For the year ended December 31, 2023, interest credits assumption was 4.00%.

For the year ended December 31, 2024, the interest credits assumption was 4.00%.

Certain employees hired before March 1, 2012, and covered by a plan merged into the CWC plan in 2013 are also entitled to benefits based on the employee’s years of service and compensation.

2 unchanged sentences

The pension plans are administered by their respective committees where the investment strategy of the investments of the various pension and postretirement benefit plans are reviewed and approved to achieve the goals of income generation and long-term capital preservation.

SJW Group engages third-party investment consultants and managers to assist with, among

other things, asset allocation strategy, investment policy advice, performance monitoring, and investment manager due diligence.

SJW Group engages third-party investment consultants and managers to assist with, among other things, asset allocation strategy, investment policy advice, performance monitoring, and investment manager due diligence.

Individual investment decisions have been delegated by the pension plan committees to the investment managers who are also monitored by an investment consultant.

15 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, the amounts not recognized as a component of net periodic benefit cost was $ 169 , $ 314 , and $ 1,640 , respectively, recorded as other comprehensive income on the consolidated financial statements.

SJWC’s non-qualified plans are unfunded while CTWS’s SERP is funded through investments consisting primarily of life insurance contracts and assets in a Rabbi Trust.

As of December 31, 2023 and 2022, total investments made to fund CWC’s SERP was $ 6,843 and $ 6,395 , respectively, which is included in “Investments” in SJW Group’s Consolidated Balance Sheets.

SJWC’s non-qualified plans are unfunded while CWC’s SERP is funded through investments consisting primarily of life insurance contracts and assets in a Rabbi Trust.

As of December 31, 2024 and 2023, total investments made to fund CWC’s SERP were $ 7,336 and $ 6,843 , respectively, which is included in “Investments” in SJW Group’s Consolidated Balance Sheets.

The life insurance contracts are valued at cash surrender value of the policies as reported by the insurer.

43 unchanged sentences

Rate of compensation increase 4.50 , 5.00

4.00 N/A N/A N/A

The expected rate of return on plan assets was determined based on a review of historical returns, for the pension plans and for medium- to large-sized defined benefit pension funds with similar asset allocations.

1 unchanged sentence

These expected future returns were then blended based on the pension plans’ target asset allocations.

Benefit obligations for the defined benefit plans and other postretirement benefits were calculated using the following weighted-average assumptions as of December 31:

Benefit obligations for the defined benefit plans and other postretirement benefits were calculated using the following assumptions as of December 31:

Pension Benefits Other Postretirement Benefits

16 unchanged sentences

Amortization of prior service cost 15 15 17 — — —

Amortization of actuarial loss (gain)

Amortization of actuarial (gain) loss

( 71 ) 2,210 4,620 ( 643 ) ( 350 ) ( 115 )

26 unchanged sentences

Funded status at end of year $ 20,903 ( 12,330 ) $ ( 1,855 ) ( 3,057 )

For the year ended December 31, 2023, the net actuarial loss on the benefit obligation was related primarily to a loss from changes in the discount rate of $ 1,188 , a $ 1,993 loss from pension data changes, and a loss from mortality changes of $ 168 .

For the year ended December 31, 2022, the net actuarial gain of the benefit obligation was related primarily to a gain from changes of discount rate of $ 116,372 , a $ 12,422 loss from pension data changes, and a gain from mortality changes of $ 4 .

For the year ended December 31, 2024, the net actuarial gain on the benefit obligation was related primarily to a gain from changes in the discount rate of $ 21,129 and a $ 6,005 loss from pension data changes.

For the year ended December 31, 2023, the net actuarial gain of the benefit obligation was related primarily to a gain from changes of discount rate of $ 1,188 and a $ 1,993 loss from pension data changes.

The amounts recognized on the balance sheet as of December 31 were as follows:

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Fair value of plan assets

SJW Group recognizes regulatory assets and liabilities that represent actuarial losses and gains and prior service cost that have not yet been recognized as components of net periodic benefit cost for certain of its pension and other postretirement benefit plans.

In accordance with ASC 980.

SJW Group recorded regulatory assets of $ 3,177 and $ 24,593 as of December 31, 2024 and 2023, respectively, and regulatory liabilities of $ 27,872 and $ 20,196 as of December 31, 2024 and 2023, respectively.

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Each outstanding award under the Predecessor Incentive Plan will remain outstanding under the Predecessor Incentive Plan and shall be governed solely by the terms of the documents evidencing such awards.

The 2023 Long-Term Incentive Plan reserves a total of 1,142,000 shares of SJW Group’s common stock for issuance to employees, non-employee board members or the board of directors of any parent or subsidiary,

consultants, and other independent advisors who provide services to the SJW Group and its subsidiaries.

The 2023 Long-Term Incentive Plan reserves a total of 1,142,000 shares of SJW Group’s common

stock for issuance to employees, non-employee board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the SJW Group and its subsidiaries.

The 2023 Employee Stock Purchase Plan reserves for a total of 500,000 shares of SJW Group’s common stock for issuance for eligible employees to purchase common stock at a discount through accumulated payroll deductions.

Remaining reserves for both of the predecessor plans were terminated with the adoption of the successor plans.

The plans allow SJW Group to provide employees, non-employee Board members or the board of directors of any parent or subsidiary, consultants, and other independent advisors who provide services to the company or any parent or subsidiary the opportunity to acquire an equity interest in SJW Group.

A participant in the plans generally may not receive plan awards covering an aggregate of more than 600,000 shares of common stock in any calendar year.

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Total fair value of restricted stock awards for all plans that were vested for the years ended 2024, 2023 and 2022 were $ 4,788 , $ 4,170 and $ 4,369 , respectively.

As of December 31, 2023, the total unrecognized compensation costs related to restricted and deferred restricted stock plans amounted to $ 4,587 .

As of December 31, 2024, the total unrecognized compensation costs related to restricted and

deferred restricted stock plans amounted to $ 5,485 .

This cost is expected to be recognized over a weighted-average period of 1.72 years.

9 unchanged sentences

The plan has no look-back provisions.

For the years ended December 31, 2023, 2022 and 2021, SJW Group’s recorded expenses were $ 380 , $ 377 and $ 361 , respectively, related to the ESPP.

The total unrecognized compensation costs related to the semi-annual offering period that ended January 31, 2024, for the ESPP is approximately $ 27 .

Segment and Non-Tariffed Businesses Reporting

SJW Group is a holding company with four subsidiaries:

(i) SJWC, (ii) SJWTX Holdings, Inc., a holding company for TWC, its consolidated variable interest entity, Acequia Water Supply Corporation, TWOS and TWR, (iii) SJW Land Company, and (iv) SJWNE LLC, a holding company for CTWS and its subsidiaries, CWC, MWC, NEWUS and Chester Realty, Inc.

The first segment provides water utility and utility-related services to its customers through SJW Group’s subsidiaries, SJWC, CWC, TWC, MWC, and NEWUS together referred to as “Water Utility Services.” Water Utility Services’ activities are water utility operations with both regulated and non-tariffed businesses.

The second segment consists of property management and investment activity conducted by SJW Land Company and Chester Realty, Inc., referred to as “Real Estate Services.”

SJW Group’s reportable segments have been determined based on information used by the chief operating decision maker.

SJW Group’s chief operating decision maker includes the Chairman, President and Chief Executive Officer, and his executive staff.

The executive staff reviews financial information presented on a consolidated basis that is accompanied by disaggregated information about operating revenue, net income and total assets, by subsidiary.

The following tables set forth information relating to SJW Group’s reportable segments and distribution of regulated and non-tariffed business activities within the reportable segments.

Segment Reporting

SJW Group’s single reportable segment provides water utility and utility-related services to its customers through SJW Group’s subsidiaries, SJWC, CWC, TWC, MWC, and Acequia, which are aggregated and referred to as “Water Utility Services.” Water Utility Services’ activities are water utility operations with both regulated and non-tariffed businesses.

Other business activities that do not comprise separately reportable segments primarily include SJWC’s City of Cupertino service concession arrangement operations, property management and investment activity conducted by SJW Land Company and Chester Realty, Inc., contract water and sewer operations and other water-related services provided by NEWUS and are referred to as “Other Services.”

SJW Group’s operating segments have been determined based on information used by the chief operating decision maker.

SJW Group’s chief operating decision maker (“CODM”) includes the Chairman, President, and Chief Executive Officer;

the Chief Financial Officer and Treasurer;

the Chief Operating Officer;

the Senior Vice President and Chief Administrative Officer;

and the Vice President and General Counsel.

However, ultimate decision-making authority rests with the Chairman, President, and Chief Executive Officer.

The CODM reviews financial information presented on a consolidated basis that is accompanied by certain disaggregated information about operating revenue, expenses, net income, and total assets.

The CODM uses the net income to assess the financial performance of the segments and allocate resources (including employees, financial, or capital resources) in the budgeting and forecasting process.

Previously, SJW Group presented a separate reportable segment for Real Estate Services and also presented a disaggregation of regulated and non-tariffed activities within the Water Utility Services reportable segment.

Considering the sale of the Tennessee properties, as discussed in Note 2, which were part of the Real Estate Services segment, management has updated its segment presentation and has recast the prior periods presented to conform with the current period presentation.

Under the current presentation, the activities of Water Utility Services previously presented as “non-tariffed” are generally presented as “Other Services” along with the real estate activity.

Certain allocated assets, such as goodwill, revenue and expenses have been included in the reportable segment amounts.

Other business activity of SJW Group not included in the reportable segments is included in the “All Other” category.

Certain corporate costs and expenses are not allocated to Water Utility Services or Other Services and are shown separately to reconcile to the applicable consolidated amounts.

For the year ended December 31, 2024

Water Utility Services Real

Services All Other (1) SJW Group

Regulated (2) Non-

tariffed Non-tariffed

tariffed Regulated Non-

tariffed Total

Reportable Segment

Water Utility Services Other Services (1) Unallocated Corporate (2)

Operating revenue $ 732,580 15,859 — 748,439

Operating expense 506,923 7,452 2,956 3,597 506,923 14,005 520,928

Operating income (loss) 145,122 5,182 2,728 ( 3,597 ) 145,122 4,313 149,435

Net income (loss) 94,343 4,452 2,059 ( 15,867 ) 94,343 ( 9,356 ) 84,987

Production expenses 286,763 5,259 — 292,022

Administrative and general 97,420 2,632 5,778 105,830

Maintenance 29,249 2,052 — 31,301

Property taxes and other non-income taxes 35,223 317 388 35,928

Depreciation and amortization 111,709 253 893 112,855

Senior note and other interest expense 42,743 329 — 23,072 42,743 23,401 66,144

Income tax expense (benefit) in net income 11,293 1,458 755 ( 7,550 ) 11,293 ( 5,337 ) 5,956

Interest on long-term debt and other interest expense 47,485 521 23,384 71,390

Provision (benefit) for income taxes 17,134 1,569 ( 9,733 ) 8,970

Other (3) ( 920 ) 191 ( 3,095 ) ( 3,824 )

Net income (loss) $ 108,517 3,065 ( 17,615 ) 93,967

Capital expenditures $ 377,208 29 — 377,237

For the year ended December 31, 2023

Water Utility Services Real

Services All Other (1) SJW Group

Regulated Non-

tariffed Non-

tariffed Regulated Non-

tariffed Total

Reportable Segment

Water Utility Services Other Services (1) Unallocated Corporate (2) Consolidated

Operating revenue $ 652,045 18,318 — 670,363

Operating expense 473,141 9,538 3,719 3,322 473,141 16,579 489,720

Operating income (loss) 129,859 2,555 1,886 ( 3,322 ) 129,859 1,119 130,978

Net income (loss) 86,500 1,060 1,442 ( 15,174 ) 86,500 ( 12,672 ) 73,828

Production expenses 251,898 4,302 — 256,200

Administrative and general 93,255 2,777 2,624 98,656

Maintenance 23,972 1,757 — 25,729

Property taxes and other non-income taxes 33,469 926 80 34,475

Depreciation and amortization 104,329 646 893 105,868

Senior note and other interest expense 37,958 — — 20,104 37,958 20,104 58,062

Income tax expense (benefit) in net income 12,756 708 453 ( 5,421 ) 12,756 ( 4,260 ) 8,496

Interest on long-term debt and other interest expense 42,743 329 23,072 66,144

Provision (benefit) for income taxes 11,293 2,213 ( 7,550 ) 5,956

Other (3) ( 4,279 ) ( 121 ) ( 3,252 ) ( 7,652 )

Net income (loss) $ 95,365 5,489 ( 15,867 ) 84,987

Capital expenditures $ 288,627 24,244 — 312,871

For the year ended December 31, 2022

Water Utility Services Real

Services All Other (1) SJW Group

Regulated Non-

tariffed Non-

tariffed Regulated Non-

tariffed Total

Reportable Segment

Water Utility Services Other Services (1)

Unallocated Corporate (2) Consolidated

Operating revenue $ 603,000 17,698 — 620,698

Operating expense 449,401 7,138 3,585 2,403 449,401 13,126 462,527

Operating income (loss) 108,753 3,015 1,794 ( 2,403 ) 108,753 2,406 111,159

Net income (loss) 67,530 3,309 1,950 ( 12,311 ) 67,530 ( 7,052 ) 60,478

Production expenses 228,806 3,984 — 232,790

Administrative and general 90,874 2,565 1,965 95,404

Maintenance 29,063 1,671 — 30,734

Property taxes and other non-income taxes 31,184 923 465 32,572

Depreciation and amortization 99,412 4,112 893 104,417

Senior note and other interest expense 34,308 — — 20,031 34,308 20,031 54,339

Income tax expense (benefit) in net income 10,327 369 619 ( 2,946 ) 10,327 ( 1,958 ) 8,369

____________________

(1) The “All Other” category for the years ended December 31, 2023, 2022 and 2021, includes the accounts of SJW Group, SJWNE LLC, CTWS, and SJWTX Holdings, Inc.

on a stand-alone basis.

(2) As of December 31, 2023, the company has performed an allocation of goodwill associated with the acquisition of CTWS to two reporting units, Connecticut and Maine, which are both aggregated within the Regulated Water Utility Services reportable segment.

SJW Group’s assets by segment are as follows as of December 31:

Water Utility Services:

$ 4,199,172 3,643,916

Total water utility services

4,242,704 3,648,748

Real Estate Services

44,222 42,801

Interest on long-term debt and other interest expense 37,958 — 20,104 58,062

(Gain) loss on sale of nonutility property ( 6,197 ) — — ( 6,197 )

Provision (benefit) for income taxes 12,756 1,161 ( 5,421 ) 8,496

Other (3) ( 6,524 ) ( 52 ) ( 2,832 ) ( 9,408 )

Net income (loss) $ 85,668 3,334 ( 15,174 ) 73,828

Capital expenditures $ 241,719 631 — 242,350

___________________________________

(1) The “Other Services” category includes the accounts of SJW Land Co, Chester Reality, Inc., SJWC’s Cupertino service concession arrangement operations, TWOS, TWR, and NEWUS, on a stand-alone basis.

(2) The “Unallocated Corporate” category includes the accounts of SJW Group, SJWNE LLC, SJWTX Holdings, Inc., CTWS, NWU on a stand-alone basis.

(3) Primarily comprised of pension non-service credit (cost) and items of miscellaneous non-operating income (expense).

SJW Group’s assets for the Water Utility Services reportable segment and all other are as follows as of December 31:

Water Utility Services (reportable segment)

$ 4,567,182 4,199,610

Regulated $ 4,199,172 3,643,916

Non-tariffed 145,895 111,140

Other Services 25,053 87,316

Unallocated Corporate 66,074 58,141

Total assets $ 4,658,309 4,345,067

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The transaction was accounted for as a business combination in accordance with ASC Topic 805.

Based on the preliminary purchase price allocation, the transaction consideration was allocated to utility plant.

The final allocation will be completed within one year from the acquisition date.

The transaction consideration was allocated to utility plant.

The final purchase price allocation was completed during the quarter ended March 31, 2024, with no change from the preliminary purchase price allocation.

Transaction costs were not material.

The results of KT Water Development are included in SJW Group’s consolidated statements of comprehensive income since the acquisition date and were not material.

The results of KT Water Development have been included in SJW Group’s consolidated statements of comprehensive income since the acquisition date and were not material.

Pro forma financial information has not been presented because the acquisition was not material to SJW Group’s consolidated financial statements.

KT Water Resources

The total purchase price of KT Water Resources of $ 39,891 consisted of a $ 24,491 up-front cash payment and an obligation for a post-closing production payment with an acquisition date fair value of $ 15,400 .

The total purchase price of KT Water Resources was $ 39,891 , consisting of a $ 24,491 up-front cash payment and an obligation for a post-closing production payment with an acquisition date fair value of $ 15,400 .

Considering transaction costs of $ 170 , the total cost of the acquisition was $ 40,061 .

2 unchanged sentences

$ 28,386 to other intangible asset, $ 11,684 to nonutility property, and $ 9 to other current liabilities.

The other intangible asset represents indefinite-life water rights.

The other intangible asset represents indefinite-lived water rights.

The nonutility property consists of wells, land, easements, and construction work in progress.

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The post-closing production payment obligation is classified as long-term debt in the Consolidated Balance Sheets.

Kendall West Utility and Bandera East Utility

On December 17, 2021, TWC completed its acquisition of Kendall West Utility and Bandera East Utility, companies that provide water services, including wastewater and recycled water services, in Kendall, Bandera and Medina counties which are located in south central Texas.

Kendall West Utility and Bandera East Utility, together, added approximately 5,000 people through 1,600 service connections in a service area approximately 19 square miles to TWC’s operations.

The total net cash price was $ 23,587 .

The preliminary purchase price allocation for these acquisitions primarily consisted of acquired utility plant of approximately $ 9,400 and goodwill of approximately $ 12,300 .

The results of Kendall West Utility and Bandera East Utility are included in SJW Group’s Consolidated Statements of Comprehensive Income since the acquisition date, including revenues and net loss, and were not material.

During the measurement period in 2022, TWC reduced goodwill previously recognized by $ 161 primarily related to additional regulatory assets recognized.

The final purchase price allocation resulted in goodwill of $ 12,167 for the transaction.

Pro forma financial information has not been presented because the acquisition was not material to SJW Group’s consolidated financial statements.

In connection with a transaction in the third quarter of 2024, TWC purchased these assets from TWR for use in utility operations and assumed the post-closing payment obligation.

FINANCIAL STATEMENT SCHEDULE

30 unchanged sentences

Intercompany notes payable — 1,726

Accounts payable 1,588 —

Accrued interest 3,224 3,255

22 unchanged sentences

( 18,022 ) ( 17,692 ) ( 17,795 )

Gain on sale of asset

Interest income on intercompany notes receivable

6,756 3,862 81

Other, net ( 3,456 ) 1,034 ( 421 )

18 unchanged sentences

Stock-based compensation

Gain on sale of asset

— — ( 3,000 )

Changes in operating assets and liabilities, net of acquired assets and liabilities:

11 unchanged sentences

Investments in subsidiaries ( 97,000 ) ( 25,500 ) ( 25,892 )

Proceeds from sale of asset

Net cash used in investing activities ( 101,373 ) ( 82,152 ) ( 32,971 )

3 unchanged sentences

Borrowings from lines of credit

Repayments of long-term borrowings — — ( 50,000 )

35,000 10,000 —

Repayments of lines of credit

( 42,000 ) — —

Issuance of common stock, net of issuance costs 85,008 80,659 39,085

17 unchanged sentences

(Dollars in thousands, except share and per share data)

Financing Activities

See Note 5 , “Lines of Credit” and Note 6 , “Long-term Debt” for additional information on SJW Group’s revolving credit facility and outstanding debt.

The following is a table of the SJW Group’s schedule of principal payments on long-term debt:

Thereafter 250,000

Restrictions on Dividends and Other Distributions

15 unchanged sentences

Balance, beginning of period $ 6,551 5,753 4,600

Charged to expense 3,594 1,195 932

Charged to regulatory asset 1,628 265 1,610

(Credited) charged to expense

( 1,338 ) 3,594 1,195

(Credited) charged to regulatory asset

( 3,960 ) 1,628 265

Accounts written off ( 3,874 ) ( 5,479 ) ( 2,248 )

9 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 8. Financial Statements and Supplementary Data