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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the stockholders and the Board of Directors of SJW Group
+Added: To the stockholders and the Board of Directors of H2O America
Opinions on the Financial Statements and Internal Control over Financial Reporting
−Removed: We have audited the accompanying consolidated balance sheets of SJW Group and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).
+Added: We have audited the accompanying consolidated balance sheets of H2O America and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
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We have served as the Company’s auditor since 2020.
−Removed: SJW Group and Subsidiaries
+Added: H2O America and Subsidiaries
CONSOLIDATED BALANCE SHEETS
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Total utility plant 5,054,199 4,525,061
−Removed: Less accumulated depreciation and amortization 1,036,450 981,598
+Added: accumulated depreciation and amortization
+Added: 1,120,232 1,036,450
Net utility plant 3,933,967 3,488,611
−Removed: Nonutility properties and real estate investments 1,314 13,350
−Removed: Less accumulated depreciation and amortization 98 194
−Removed: Net nonutility properties and real estate investments
+Added: Nonutility properties
+Added: accumulated depreciation and amortization
+Added: Net nonutility properties
Current assets:
Cash and cash equivalents
+Added: 20,686 11,114
Accounts receivable:
5 unchanged sentences
68,971 60,847
−Removed: Assets held for sale
Prepaid expenses 11,634 10,297
9 unchanged sentences
80,967 66,422
−Removed: Other intangible asset
Goodwill 640,311 640,311
4 unchanged sentences
See Accompanying Notes to Consolidated Financial Statements.
−Removed: SJW Group and Subsidiaries
+Added: H2O America and Subsidiaries
CONSOLIDATED BALANCE SHEETS (Continued)
35 unchanged sentences
See Accompanying Notes to Consolidated Financial Statements.
−Removed: SJW Group and Subsidiaries
+Added: H2O America and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
13 unchanged sentences
Depreciation and amortization 115,323 112,855 105,868
−Removed: Gain on sale of nonutility properties — — ( 6,197 )
Total operating expense 623,063 577,936 520,928
22 unchanged sentences
See Accompanying Notes to Consolidated Financial Statements.
−Removed: SJW Group and Subsidiaries
+Added: H2O America and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
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Capital Retained
−Removed: Earnings Accumulated
Comprehensive
−Removed: Income (Loss) Total
+Added: Income (Loss)
Stockholders’
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Net income — — — 84,987 — 84,987
−Removed: Unrealized loss on investment, net of tax effect of $( 188 )
+Added: Unrealized gain on investment, net of tax effect of $ 166
— — — — 530 530
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Net income — — — 93,967 — 93,967
−Removed: Unrealized gain on investment, net of tax effect of $ 166
+Added: Unrealized loss on investment, net of tax effect of $( 163 )
— — — — ( 442 ) ( 442 )
9 unchanged sentences
Net income — — — 102,578 — 102,578
−Removed: Unrealized loss on investment, net of tax effect of $( 163 )
−Removed: — — — — ( 442 ) ( 442 )
Adjustment to pension benefit plans, net of taxes of —
3 unchanged sentences
Employee stock purchase plan 50,861 — 2,131 — — 2,131
−Removed: Common stock issuance, net of costs 1,522,289 2 85,006 — — 85,008
+Added: Issuance of common stock, net of issuance costs
+Added: 2,387,846 2 122,806 — — 122,808
Dividends paid ($ 1.68 per share)
2 unchanged sentences
See Accompanying Notes to Consolidated Financial Statements.
−Removed: SJW Group and Subsidiaries
+Added: H2O America and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
9 unchanged sentences
Allowance for equity funds used during construction ( 6,237 ) ( 2,362 ) ( 2,114 )
−Removed: Loss (gain) on sale of nonutility properties and other assets
−Removed: 572 — ( 6,197 )
+Added: Loss on sale of nonutility properties and other assets
Changes in operating assets and liabilities, net of acquired assets and liabilities:
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26,114 21,042 20,756
+Added: Proceeds from litigation settlement, net 7,823 — —
Other changes, net ( 11,254 ) 7,529 218
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Cost to retire utility plant, net of salvage ( 3,149 ) ( 3,430 ) ( 2,097 )
−Removed: Proceeds from sale of assets
+Added: Proceeds from sale of real estate investments and release of escrow deposit
2,801 40,572 233
9 unchanged sentences
Issuance of common stock, net of issuance costs 122,808 85,008 80,659
+Added: Proceeds from litigation settlement, net 16,949 — —
Other changes, net ( 755 ) ( 117 ) ( 1,171 )
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See Accompanying Notes to Consolidated Financial Statements.
−Removed: SJW GROUP AND SUBSIDIARIES
+Added: H2O AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Organization and Operations
−Removed: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of SJW Group, its wholly owned subsidiaries, and one variable interest entity in which one SJW Group subsidiary is the primary beneficiary.
+Added: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of H2O America, its wholly owned subsidiaries, and one variable interest entity in which one H2O America subsidiary is the primary beneficiary.
All intercompany transactions and balances have been eliminated in consolidation.
−Removed: 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.
−Removed: SJW Group is a holding company that conducts its business through the following wholly owned subsidiaries:
−Removed: San Jose Water Company (“SJWC”), SJWTX Holdings, Inc., SJW Land Company, SJWNE LLC, and National Water Utility Service, LLC (“NWU”).
−Removed: SJWTX Holdings, Inc.
+Added: The accounting policies of H2O America’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.
+Added: H2O America is a holding company that conducts its business through the following wholly owned subsidiaries:
+Added: San Jose Water Company (“SJWC”), H2O America TX Holdings, Inc., H2O America Land Company, H2O America NE LLC, and National Water Utility Service, LLC (“NWU”).
+Added: H2O America TX 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”).
−Removed: SJWNE LLC is the holding company for Connecticut Water Service, Inc.
+Added: H2O America NE 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.
−Removed: NWU is the contracting entity for shared services among the SJW Group affiliates formed in October 2024.
−Removed: SJW Group, through its wholly owned subsidiaries, primarily provides water utility and other related services in California, Connecticut, Maine and Texas.
−Removed: SJW Group has business in property management and real estate investment activity conducted by SJW Land Company and Chester Realty, Inc.
+Added: NWU is the contracting entity for shared services among the H2O America affiliates formed in October 2024.
+Added: H2O America, through its wholly owned subsidiaries, primarily provides water utility and other related services in California, Connecticut, Maine and Texas.
+Added: H2O America has business in property management and real estate investment activity conducted by H2O America Land Company and Chester Realty, Inc.
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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The cost of utility plant retired (less salvage) is charged to accumulated depreciation and no gain or loss is recognized.
−Removed: To the extent SJW Group recovers retirement costs through rates during the life of the associated asset and before the costs are incurred, these amounts result in a regulatory liability being reported based on the amounts previously recovered through customer rates until the costs to retire those assets are incurred.
+Added: To the extent H2O America recovers retirement costs through rates during the life of the associated asset and before the costs are incurred, these amounts result in a regulatory liability being reported based on the amounts previously recovered through customer rates until the costs to retire those assets are incurred.
Allowance For Funds Used During Construction (“AFUDC”)
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Depreciation on buildings and improvements for real estate investments is computed using the straight-line method over the estimated useful lives of the assets, ranging from 7 to 39 years.
−Removed: In March 2023, SJW Land Company entered into a broker agreement to sell its warehouse buildings and land property located in Knoxville, Tennessee.
−Removed: The company reclassified the Tennessee properties from held-and-used to held-for-sale at March 31, 2023.
−Removed: 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.
−Removed: SJW Group’s broker provided the estimated fair value of the Tennessee properties.
−Removed: No impairment was recorded as the estimated fair value less cost to sell exceeded carrying value.
−Removed: In 2024, in two separate transactions, SJW Land Company completed the sale of the Tennessee properties for an aggregate of $ 44,000 .
−Removed: 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.
−Removed: A portion of the proceeds from these sales totaling $ 2,801 is being held in escrow pending completion of certain post-closing obligations.
−Removed: Following these two transactions, SJW Group does not have any other assets classified as held for sale.
−Removed: The sale of the Tennessee properties does not represent a strategic shift that has or will have a major effect on SJW Group;
−Removed: therefore, the sale does not qualify for treatment as a discontinued operation.
−Removed: The following represents the major components of the Tennessee warehouse building and land property recorded in assets held-for-sale on the Consolidated Balance Sheets as of December 31, 2023:
−Removed: Land $ 13,170
−Removed: Buildings and improvements 44,950
−Removed: Subtotal 58,120
−Removed: accumulated depreciation and amortization 17,270
−Removed: Total $ 40,850
−Removed: On October 29, 2021, SJWC sold two nonutility properties located in San Jose, California for $ 13,150 .
−Removed: For the year ended December 31, 2022, SJW Group recognized the pre-tax gain on the sale of nonutility properties of $ 7,230 , after selling expenses of $ 277 for one of the properties sold, and a gain of $ 5,442 which was deferred in 2021 pending the CPUC review.
−Removed: On February 15, 2022, the CPUC review was complete and SJWC recognized the deferred gain on sale of nonutility property in 2022.
−Removed: 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.
−Removed: 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
−Removed: SJW Group applies the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 805—“Business Combinations” for the accounting related to business and asset acquisitions.
−Removed: First, SJW Group applies the guidance in Topic 805 to determine whether a transaction represents a business combination or an acquisition of assets.
−Removed: If the transaction is a business combination, Topic 805 requires SJW Group to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values.
+Added: H2O America applies the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 805—“Business Combinations” for the accounting related to business and asset acquisitions.
+Added: First, H2O America applies the guidance in Topic 805 to determine whether a transaction represents a business combination or an acquisition of assets.
+Added: If the transaction is a business combination, Topic 805 requires H2O America to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values.
Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.
If the transaction is an acquisition of assets, the cost of the transaction, including transaction costs, is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis without recognition of goodwill.
−Removed: 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.
+Added: While H2O America 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 the Consolidated Statements of Comprehensive Income.
−Removed: 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.
−Removed: Although SJW Group believes that the assumptions and estimates we make are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired company’s management and are inherently uncertain.
+Added: Accounting for business combinations and asset acquisitions requires H2O America to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies.
+Added: Although H2O America believes that the assumptions and estimates we make are reasonable and appropriate, they are based in part on historical experience and information obtained from the acquired company’s management and are inherently uncertain.
Events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
1 unchanged sentence
future expected cash flows from services;
−Removed: historical and expected customer attrition rates and anticipated growth in revenue from acquired
+Added: historical and expected customer attrition rates and anticipated growth in revenue from acquired customers;
the expected use of the acquired assets;
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Impairment of Long-Lived Assets and Goodwill
−Removed: In accordance with the requirements of FASB ASC Topic 360—“Property, Plant and Equipment,” the long-lived assets of SJW Group, including property, plant and equipment and finite-lived intangible assets, are reviewed for impairment when changes in circumstances or events indicate that the carrying amount of the assets may not be recoverable.
−Removed: In assessing qualitative factors, SJW Group considers the impact of these key factors:
+Added: In accordance with the requirements of FASB ASC Topic 360—“Property, Plant and Equipment,” the long-lived assets of H2O America, including property, plant and equipment and finite-lived intangible assets, are reviewed for impairment when changes in circumstances or events indicate that the carrying amount of the assets may not be recoverable.
+Added: In assessing qualitative factors, H2O America considers the impact of these key factors:
change in industry and competitive environment, financial performance, and other relevant company-specific events.
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Indefinite-lived intangible assets, other than goodwill, are not amortized but are tested for impairment annually on October 1 st or more frequently if an event occurs or circumstances change that would, more likely than not, reduce the fair value of indefinite-lived intangible assets below their carrying amount.
−Removed: In performing impairment tests of goodwill and indefinite-lived intangible assets, SJW Group first performs a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test.
−Removed: In assessing the qualitative factors, SJW Group considers the impact of these key factors:
+Added: In performing impairment tests of goodwill and indefinite-lived intangible assets, H2O America first performs a qualitative assessment to determine whether it is necessary to perform the quantitative impairment test.
+Added: In assessing the qualitative factors, H2O America considers the impact of these key factors:
change in industry and competitive environment, financial performance, macroeconomic conditions, and other relevant Company-specific events.
−Removed: If SJW Group determines that as a result of the qualitative assessment it is more likely than not (> 50% likelihood) that the fair value is less than carrying amount, then a quantitative test is performed.
−Removed: As of October 1, 2024, SJW Group performed qualitative assessments of both goodwill and indefinite-lived intangible assets and found no indicators of impairment and therefore did not perform quantitative impairment tests.
+Added: If H2O America determines that as a result of the qualitative assessment it is more likely than not (> 50% likelihood) that the fair value is less than carrying amount, then a quantitative test is performed.
+Added: As of October 1, 2025, H2O America performed qualitative assessments of both goodwill and indefinite-lived intangible assets and found no indicators of impairment and therefore did not perform quantitative impairment tests.
No impairments of goodwill or indefinite-lived intangible assets occurred during 2025, 2024 or 2023.
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Accounts receivable are recorded at the invoiced amounts.
−Removed: The allowance for uncollectible accounts is SJW Group’s best estimate of credit losses in its existing accounts receivable and is determined based on current expected losses.
−Removed: The estimate is based on historical loss information adjusted for current conditions.
+Added: The allowance for uncollectible accounts is H2O America’s best estimate of credit losses in its existing accounts receivable and is determined based on current expected losses.
+Added: The estimate is
+Added: based on historical loss information adjusted for current conditions.
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.
−Removed: 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).
+Added: During the second quarter of 2024, H2O America 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.
Financial Instruments and Investments
5 unchanged sentences
The fair value of long-term debt is discussed in Note 6 , “Long-Term Debt” and pension plan assets in Note 11 , “Benefit Plans.”
−Removed: SJW Group has investments in company owned life insurance which are valued at cash surrender value of the policies as reported by the insurer.
−Removed: The value of these contracts is based principally on a referenced pool of investment funds that actively redeem shares, are observable and measurable, and are presented in “Investments” on SJW Group’s Consolidated Balance Sheets.
+Added: H2O America has investments in company owned life insurance which are valued at cash surrender value of the policies as reported by the insurer.
+Added: The value of these contracts is based principally on a referenced pool of investment funds that actively redeem shares, are observable and measurable, and are presented in “Investments” on H2O America’s Consolidated Balance Sheets.
As of December 31, 2025 and 2024, the value of the company owned life insurance was $ 9,870 and $ 8,944 , respectively, of which $ 4,852 and $ 4,294 , respectively, was related to assets to fund CTWS’ supplemental retirement plan agreements.
8 unchanged sentences
In California, advances for construction received after 1981 are primarily refunded ratably over 40 years.
−Removed: In Connecticut and Maine, advances for construction are refunded as services are connected to the main over periods not exceeding 15 years and in Texas advances for construction are non-refundable.
+Added: In Connecticut and Maine, advances for construction are refunded as services are connected to the main over periods not exceeding 15 years and in Texas advances for construction are primarily non-refundable.
Estimated refunds for the next five years and thereafter are shown below:
2 unchanged sentences
As of December 31, 2025, advances for construction totaled $ 201,413 including $ 108,311 in non-refundable advances and $ 34,615 in advances that will be refunded based on service connections made, though the timing of these refunds cannot be estimated.
+Added: 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, 2025 and 2024, the fair value of the advances for construction refunded ratably over 40 years is $ 51,356 and $ 43,718 , respectively.
2 unchanged sentences
Asset Retirement Obligation
−Removed: SJW Group’s asset retirement obligation is recorded as a liability included in other non-current liabilities.
+Added: H2O America’s asset retirement obligation is recorded as a liability included in other non-current liabilities.
It reflects principally the retirement costs of wells and other anticipated clean-up costs, which by law, must be remediated upon retirement.
3 unchanged sentences
Retirement obligation, present value $ 930 887
−Removed: SJW Group recognizes revenue under ASC Topic 606—“Revenue from Contracts with Customers” for metered revenue of Water Utility Services, which includes billings to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period.
−Removed: SJW Group satisfies its performance obligation upon delivery of water to the customer at which time the customer consumes the benefits provided by the company.
+Added: H2O America recognizes revenue under ASC Topic 606—“Revenue from Contracts with Customers” for metered revenue of Water Utility Services, which includes billings to customers based on meter readings plus an estimate of water used between the customers’ last meter reading and the end of the accounting period.
+Added: H2O America satisfies its performance obligation upon delivery of water to the customer at which time the customer consumes the benefits provided by the company.
The customer is generally billed on a quarterly, monthly, or bi-monthly basis after water delivery has occurred.
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Unbilled revenue from the last meter reading date to the end of the accounting period is estimated based on the most recent usage patterns, production records and the effective tariff rates.
−Removed: As the company has the right to bill for services that it has provided, SJW Group estimates the dollar value of deliveries during the unbilled period and recognizes the associated revenue.
+Added: As the company has the right to bill for services that it has provided, H2O America estimates the dollar value of deliveries during the unbilled period and recognizes the associated revenue.
Actual results could differ from those estimates, which may result in an adjustment to revenue when billed in a subsequent period.
−Removed: SJW Group also recognizes revenue under ASC Topic 980-605-25—“Alternative Revenue Programs.” Under programs established by the CPUC and Public Utilities Regulatory Authority of Connecticut (“PURA”), allowing for automatic adjustment of future rates, the company recognizes revenue when it is objectively determinable, probable of recovery and expected to be collected within 24 months of the year-end in which the revenue is recognized.
−Removed: 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.
−Removed: SJW Group’s alternative revenue programs include SJWC’s Water Conservation Memorandum Account (“WCMA”) and CWC’s Water Rate Adjustment mechanism (“WRA”).
+Added: H2O America also recognizes revenue under ASC Topic 980-605-25—“Alternative Revenue Programs.” Under programs established by the CPUC and Public Utilities Regulatory Authority of Connecticut (“PURA”), allowing for automatic adjustment of future rates, the company recognizes revenue when it is objectively determinable, probable of recovery and expected to be collected within 24 months of the year-end in which the revenue is recognized.
+Added: A reserve, based on an estimate of actual usage over the recovery period, is recorded for any amounts H2O America estimates will not be collected within the 24-month period.
+Added: H2O America’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.”
−Removed: SJW Group’s revenues also reflect the impact of other balancing and memorandum accounts and other regulatory mechanisms that are accounted for under FASB ASC Topic 980—“Regulated Operations.” Balancing and memorandum accounts are recognized when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process.
+Added: H2O America’s revenues also reflect the impact of other balancing and memorandum accounts and other regulatory mechanisms that are accounted for under FASB ASC Topic 980—“Regulated Operations.” Balancing and memorandum accounts are recognized when it is probable that future recovery of previously incurred costs or future refunds that are to be credited to customers will occur through the ratemaking process.
See further discussion in Note 3 , “Regulatory Matters.”
−Removed: SJW Group also recognizes revenue from rental income, which represents lease rental income.
−Removed: 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.
−Removed: Detail of SJW Group’s revenue components are as follows for the years ended December 31:
+Added: H2O America also recognizes revenue from rental income, which represents lease rental income.
+Added: Tenants pay monthly in accordance with lease agreements and H2O America 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 H2O Americas underlying asset.
+Added: Detail of H2O America’s revenue components are as follows for the years ended December 31:
2025 2024 2023
9 unchanged sentences
Share-Based Compensation
−Removed: SJW Group calculates the fair value of service-based and performance-based restricted stock awards based on the grant date fair value of the company’s stock price reduced by the present value of the dividends expected to be declared on outstanding shares.
−Removed: 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.
+Added: H2O America calculates the fair value of service-based and performance-based restricted stock awards based on the grant date fair value of the company’s stock price reduced by the present value of the dividends expected to be declared on outstanding shares.
+Added: H2O America 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 is charged to income on a straight-line basis over the requisite service period, which is the vesting period.
4 unchanged sentences
Basic earnings per share is calculated using income available to common stockholders, divided by the weighted average number of shares outstanding during the period.
−Removed: 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.
+Added: 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 H2O America’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 H2O America’s employee stock purchase plans.
Restricted common stock units of 40,452 , 8,075 and 14,193 as of December 31, 2025, 2024 and 2023, respectively, were excluded from the diluted earnings per share calculation as their effect would have been antidilutive.
Related-Party Transaction
−Removed: 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.
−Removed: For the year ended December 31, 2024, SJW Group made
−Removed: contributions of $ 3,000 , which are included as an expense in the “Other, net” line of the Consolidated Statements of Comprehensive Income.
+Added: The Force for Good Foundation, established in 2024, is a non-consolidated not-for-profit corporation funded by H2O America that has made and continues to make contributions to selected charitable organizations.
+Added: H2O America made contributions of $ 4,400 and $ 3,000 in 2025 and 2024 respectively, which are included as an expense in the “Other, net” line of the Consolidated Statements of Comprehensive Income.
New Accounting Standards
Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements
−Removed: Accounting Standards Update (“ASU”) 2023-07 “Improvements to Reportable Segment Disclosures”
−Removed: 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.
−Removed: The ASU is effective for SJW Group beginning with its annual financial statements for the year ending December 31, 2024.
−Removed: Early adoption is permitted.
−Removed: Retrospective During the year ended December 31, 2024, SJW Group adopted ASU 2023-07, “Improvements to Reportable Segment Disclosures,” retrospectively.
−Removed: Refer to Note 13.
−Removed: Segment Reporting for the required disclosures.
ASU 2023-09 “Improvements to Income Tax Disclosures”
1 unchanged sentence
Further, certain disclosures are eliminated, including the current requirement to disclose information on changes in unrecognized tax benefits in the next 12 months.
−Removed: The ASU is effective for SJW Group beginning with its annual financial statements for the year ending December 31, 2025.
−Removed: Early adoption is permitted.
+Added: The ASU was adopted with the annual financial statements for the year ended December 31, 2025.
Prospective, with retrospective application also permitted.
−Removed: SJW Group is currently evaluating the requirements of ASU 2023-09.
+Added: The standard only resulted in updates to disclosure and did not have a material impact on the Company’s financial position and results of operations.
+Added: Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements
ASU 2024-03 “Disaggregation of Income Statement Expenses”
4 unchanged sentences
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.
−Removed: 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.
+Added: The ASU is effective for H2O America 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.
−Removed: SJW Group is currently evaluating the requirements of ASU 2024-03.
+Added: The standard is expected to only result in updates to disclosure and is not expected to have a material impact on the Company’s financial position and results of operations.
+Added: ASU 2025-06 “Intangibles-Goodwill and Other-Internal-Use Software (subtopic 350-40)”
+Added: The ASU updates the accounting for internal-use software by removing project stage references and introduces a new capitalization threshold based on management authorization and project completion probability.
+Added: The guidance requires evaluation of significant development uncertainty, including novel functionality and unresolved performance requirements.
+Added: ASU 2025-06 clarifies that capitalized internal-use software costs are subject to the property, plant and equipment disclosure requirements under ASC 360-10.
+Added: The ASU is effective for H2O America for its annual financial statements for the year ending December 31, 2028 and for interim reporting periods for the year ending December 31, 2028.
+Added: Prospective, retrospective or on a modified transition approach with early adoption permitted.
+Added: H2O America is currently evaluating the impact of ASU 2025-06 on its financial statements and will adopt ASU 2025-06 in fiscal year ended December 31, 2028.
+Added: Standard Description Date of Adoption Application Effect on the Consolidated Financial Statements
+Added: ASU 2025-10 “Government Grants (Topic 832)”
+Added: The ASU establishes accounting for government grants received by business entities and includes guidance for (1) a grant related to an asset and (2) a grant related to income.
+Added: The ASU requires that a government grant should not be recognized until it is probable that a business entity will comply with the conditions attached to the grant and the grant will be received.
+Added: Additionally, the ASU requires that a grant related to an asset be recognized on the balance sheet as the business entity incurs the related costs for which the grant is intended to compensate either as deferred income or an adjustment to the cost basis of the related asset.
+Added: A grant related to income or a grant recognized as deferred income should be recognized in earnings on a systematic and rational basis over the periods in which the related costs are incurred that the grant is intended to compensate.
+Added: The ASU is effective for H2O America for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods.
+Added: Early adoption is permitted.
+Added: Retrospective adoption with modified prospective and modified retrospective application also permitted.
+Added: H2O America is currently evaluating the impact of ASU 2025-10 on its financial statements and will adopt ASU 2025-10 in fiscal year ended December 31, 2029.
+Added: ASU 2025-11 “Interim Reporting (Topic 270)” The ASU provides clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements.
+Added: The ASU includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.
+Added: The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods.
+Added: The ASU is effective for H2O America for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: Prospective, with retrospective application also permitted.
+Added: H2O America is currently evaluating the disclosure impact of ASU 2025-11;
+Added: however, the standard is not expected to impact the consolidated financial position, results of operations or cash flows.
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.
−Removed: SJW Group’s consolidated financial statements reflect the actions of regulators in the rate-
−Removed: making process.
−Removed: 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.
+Added: H2O America’s consolidated financial statements reflect the actions of regulators in the rate-making process.
+Added: The ratemaking 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.
Water Utility Services, excluding non-tariffed activities, recognizes regulatory assets for incurred costs that are deemed probable of recovery from customers.
−Removed: Also, Water Utility Services recognizes regulatory liabilities for amounts expected to be refunded to customers in the rate-making process and for amounts collected in advance of the related expenditures.
+Added: Also, Water Utility Services recognizes regulatory liabilities for amounts expected to be refunded to customers in the ratemaking process and for amounts collected in advance of the related expenditures.
Regulatory assets or liabilities are also recognized for special revenue programs such as WCMA and WRA in accordance with guidance on alternative revenue programs under ASC Topic 980.
−Removed: Application of ASC 980, including determining whether recovery is probable, requires significant judgment by management and includes assessing evidence that may exist prior to regulatory authorization, including regulatory rules and decisions, historical ratemaking practices, and other facts and circumstances that would indicate that recovery or refund is probable.
+Added: Application of ASC Topic 980, including determining whether recovery is probable, requires significant judgment by management and includes assessing evidence that may exist prior to regulatory
+Added: authorization, including regulatory rules and decisions, historical ratemaking practices, and other facts and circumstances that would indicate that recovery or refund is probable.
If the regulated utility determines that it is no longer probable that regulatory assets or liabilities would be recovered or refunded through the regulatory process, or if the utility ceased to be subject to rate regulation, the affected regulatory assets and liabilities would be derecognized with a corresponding adjustment to income in the period in which that determination was made.
3 unchanged sentences
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.
+Added: The Water Contamination Litigation Memorandum Account (“WCLMA”) allows SJWC to track net proceeds and costs resulting from water contamination litigation.
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.
13 unchanged sentences
Income tax temporary differences (a) (q) $ 204,384 180,103
−Removed: $ 180,103 157,669
−Removed: Unrecognized pensions and other postretirement benefits (b) (q)
Business combinations debt premium (c) (q) 9,772 12,313
−Removed: 12,313 14,855
Employee benefit costs (d) (q) 5,823 6,370
+Added: Catastrophic event memorandum accounts (“CEMA”) (p)
+Added: Revenue adjustment mechanisms (e) (q)
Customer Assistance Program (“CAP”) balancing account (f) 3,696 6,599
−Removed: Catastrophic event memorandum accounts (“CEMA”) (g)
−Removed: 2022 general rate case interim memorandum account (h)
−Removed: Revenue adjustment mechanisms (n) (q)
Water supply costs (i) 847 —
+Added: Unrecognized pensions and other postretirement benefits (g) (q)
+Added: 2022 general rate case interim memorandum account (h) — 3,392
+Added: Other (j) 13,729 14,278
Total regulatory assets 254,862 242,227
−Removed: 242,227 240,186
current regulatory asset (k) 8,315 18,172
Total regulatory assets, less current portion $ 246,547 224,055
−Removed: $ 224,055 235,910
Regulatory liabilities:
Cost of removal (l) $ 394,391 364,398
−Removed: $ 364,398 346,418
Future income tax benefits due to customers (m) 82,285 84,128
−Removed: 84,128 88,610
−Removed: Unrecognized pensions and other postretirement benefits (b)
+Added: Unrecognized pensions and other postretirement benefits (g)
32,996 27,872
+Added: PFAS legal settlement proceeds (r)
Employee benefit costs (d) 8,771 1,137
−Removed: Revenue adjustment mechanisms (n)
+Added: Revenue adjustment mechanisms (e)
Water supply costs (i) — 3,386
Total regulatory liabilities 546,797 484,841
−Removed: 484,841 464,167
−Removed: current regulatory liabilities (p)
+Added: current regulatory liabilities (o)
Total regulatory liabilities, less current portion $ 546,797 483,719
___________________________________
−Removed: ___________________________________
(a) Consists primarily of temporary income tax differences that are flowed through to customers, which will be recovered in future rates as these temporary differences reverse.
The company expects to recover regulatory assets related to plant depreciation income tax temporary differences over the lives of the plant assets, which are between 5 to 100 years.
−Removed: (b) Represents actuarial losses and gains and prior service cost that have not yet been recognized as components of net periodic benefit cost for certain pension and other postretirement benefit plans.
+Added: (b) MWRAM is described in the previous section.
(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, cost of accrued benefits for vacation, and group health insurance.
−Removed: (e) MWRAM is described in the previous section.
+Added: (e) Consists of WRA and WCMA, which are described in the previous section.
(f) Represents costs associated with SJWC’s CAP.
−Removed: (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.
−Removed: The balances primarily relate to expenses associated with SJWC’s response to COVID-19, including bad debt.
+Added: (g) Represents actuarial losses and gains and prior service cost that have not yet been recognized as components of net periodic benefit cost for certain pension and other postretirement benefit plans.
(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.
1 unchanged sentence
(j) Other includes other balancing and memorandum accounts and regulatory mechanisms, deferred costs for certain information technology activities, asset retirement obligations, tank painting, well reconditioning and rate case expenses.
−Removed: (k) As of December 31, 2024, primarily relates to SJWC’s balancing and memorandum account surcharge in accordance with Decision No.
+Added: (k) 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.
−Removed: 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.
3 unchanged sentences
The benefit of amortization of excess deferred income taxes flows back to the customers under current normalization rules and agreed upon methods with the commissions.
−Removed: (n) Consists of WRA and WCMA, which are described in the previous section.
−Removed: (o) Other includes other balancing and memorandum accounts, other regulatory mechanisms and accrued tank painting costs.
−Removed: (p) Primarily relates to the current portion of WRA.
+Added: (n) Other includes other balancing and memorandum accounts and regulatory mechanisms, and other regulatory mechanisms.
+Added: (o) Primarily relates to the current portion of WRA.
+Added: (p) 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.
+Added: The balances primarily relate to expenses associated with SJWC’s response to COVID-19, including bad debt.
(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.
+Added: (r) Primarily relates to legal settlements received by SJWC and CWC from ongoing PFAS water contamination litigation against manufacturers which will be used to offset future costs incurred, recorded as Contributions in Aid of Construction (“CIAC”), or returned to customers through future rates.
+Added: WCLMA has been established to track net proceeds and costs resulting from water contamination litigation related to SJWC.
Capitalization
−Removed: SJW Group is authorized to issue 70,000,000 shares of common stock of $ 0.001 par value per share.
+Added: H2O America is authorized to issue 70,000,000 shares of common stock of $ 0.001 par value per share.
At December 31, 2025 and 2024, 36,118,242 and 33,629,169 , respectively, shares of common stock were issued and outstanding.
−Removed: As of December 31, 2024 and 2023, 1,000,000 shares of preferred stock of $ 0.001 par value per share were authorized for SJW Group.
+Added: As of December 31, 2025 and 2024, 1,000,000 shares of preferred stock of $ 0.001 par value per share were authorized for H2O America.
At December 31, 2025 and 2024, no shares of preferred stock were issued or outstanding.
−Removed: In March 2023, SJW Group entered into Amendment No.
−Removed: 1 to the equity distribution agreement (the “Equity Distribution Agreement”), dated November 17, 2021, between SJW Group and J.P.
−Removed: 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 .
−Removed: The Equity Distribution Agreement was replaced by a new equity distribution agreement in October 2024, as discussed below.
−Removed: 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.
−Removed: On October 29, 2024, SJW Group entered into an equity distribution agreement (the, “New Equity Distribution Agreement”) with BofA Securities, Inc., J.P.
+Added: On October 29, 2024, H2O America 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 .
−Removed: 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.
−Removed: 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.
+Added: Since the inception of the New Equity Distribution Agreement, H2O America has issued and sold 2,763,359 shares of common stock at a weighted average price of $ 52.39 for a total net proceeds of $ 142,975 and has $ 55,239 of aggregate gross sales price of shares remaining to issue under the New Equity Distribution Agreement as of December 31, 2025.
+Added: For the year ended December 31, 2025, H2O America issued and sold a total of 2,387,846 shares of common stock with a weighted average price of $ 51.90 per share and received $ 122,806 in net proceeds under the aforementioned equity distribution agreements.
Lines of Credit
−Removed: 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.
+Added: H2O America 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 credit agreements as of December 31, 2025 and 2024 are as follows:
1 unchanged sentence
Syndicated credit agreement:
−Removed: August 2, 2029
−Removed: SJW Group $ 50,000 3,000 47,000 10,000
+Added: September 12, 2030
+Added: $ 50,000 11,000 39,000 3,000
SJWC 165,000 45,000 120,000 44,000
CTWS — — — 30,000
−Removed: TWC 20,000 — 20,000 2,500
+Added: 80,000 13,000 67,000 —
+Added: 25,000 — 25,000 —
+Added: 30,000 16,000 14,000 —
Total syndicated credit agreement 350,000 85,000 265,000 77,000
+Added: SJWC credit agreement
+Added: June 11, 2026 10,000 — 10,000 —
CTWS credit agreement August 2, 2028 10,000 1,834 8,166 2,124
−Removed: CTWS credit agreement May 15, 2025 40,000 40,000 — 40,000
+Added: CTWS credit agreement (1)
+Added: May 15, 2025 — — — 40,000
$ 370,000 86,834 283,166 119,124
−Removed: SJW Group, SJWC, TWC, and CTWS have entered into a $ 300,000 credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (“JP Morgan”), Wells Fargo Bank, National Association, as Documentation Agent, and a syndicate of banks dated August 2, 2022.
−Removed: Proceeds of borrowings under the Credit Agreement will be used for refinancing existing debt, working capital, and general corporate purposes.
−Removed: The Credit Agreement had a maturity date of August
−Removed: 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.
−Removed: 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.
−Removed: Under the terms of the Credit Agreement, each of SJW Group, SJWC, TWC, and CTWS is a borrower with several and not joint liability.
+Added: (1) CTWS repaid the outstanding balance under this credit agreement and concurrently terminated this credit agreement.
+Added: Total outstanding borrowings under the unsecured lines of credits as of December 31, 2025 and 2024 were $ 86,834 and $ 119,124 , respectively.
+Added: The weighted-average interest rate on short-term borrowings outstanding at December 31, 2025, was 4.75 % compared to 6.08 % at December 31, 2024.
+Added: As of December 31, 2025, the unused portion of the lines of credit available for future borrowings was $ 283,166 .
+Added: All of H2O America’s and subsidiaries’ lines of credit contain customary representations, warranties and events of default, as well as certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments, asset sales, and fundamental changes.
+Added: The lines of credit also include certain customary financial covenants such as a funded debt to capitalization ratio and a minimum interest coverage ratio.
+Added: As of December 31, 2025, H2O America and its subsidiaries were in compliance with all covenants on the lines of credit.
+Added: Syndicated Credit Agreement
+Added: In August 2022, H2O America, SJWC, TWC, and CTWS have entered into a $ 300,000 credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (“JP Morgan”), Wells Fargo Bank, National Association, as Documentation Agent, and a syndicate of banks with a term of five years .
+Added: The Credit Agreement was subsequently amended to extend the maturity date from August 2027 to August 2028 and further amended to extend the maturity date to August 2029.
+Added: On September 12, 2025, H2O America and its subsidiaries, SJWC, SJWTX, CWC and MWC, entered into an Amended and Restated Credit Agreement to extend and increase the revolving credit facility with JPMorgan Chase Bank and Wells Fargo Securities, LLC.
+Added: Pursuant to the amended agreement, the total commitment under the facility was increased from $ 300,000 to $ 350,000 , and the maturity date was extended from August 2029 to September 12, 2030.
+Added: Under the terms of the Credit Agreement, each of H2O America, SJWC, SJWTX, CWC and MWC is a borrower with several and not joint liability.
Each borrower has an initial borrowing entitlement, or sublimit, which can be periodically adjusted from time to time as set forth in the Credit Agreement.
5 unchanged sentences
The Credit Agreement includes a financial covenant that requires each of the borrowers to maintain its funded debt to capitalization ratio at or below 70 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: All of SJW Group’s and subsidiaries’ lines of credit contain customary representations, warranties and events of default, as well as certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments, asset sales, and fundamental changes.
−Removed: The lines of credit also include certain customary financial covenants such as a funded debt to capitalization ratio and a minimum interest coverage ratio.
−Removed: As of December 31, 2024, SJW Group and its subsidiaries were in compliance with all covenants on the lines of credit.
+Added: As of December 31, 2025 and 2024, there were $ 85,000 and $ 77,000 , respectively, in outstanding borrowings under the Credit Agreement.
+Added: CTWS Credit Agreements
+Added: Upon acquisition, CTWS held effective credit agreements with CoBank, ACB and Citizens Bank, N.A., (a former subsidiary of RBS Citizens, N.A.
+Added: that was a party to the original credit agreement) that provided up to $ 40,000 and $ 75,000 , respectively, in available borrowings.
+Added: The credit agreement between CTWS and Citizens Bank, N.A.
+Added: was amended in December 2019 which reduced available borrowings from $ 75,000 to $ 10,000 .
+Added: The credit agreement between CTWS and Citizens Bank, N.A., was further amended in August 2023 which extended the termination date from December 2023 to August 2, 2028.
+Added: On July 11, 2025, CTWS repaid the outstanding balance of $ 25,000 under its credit agreement with CoBank, ACB and concurrently terminated the credit agreement.
+Added: As of December 31, 2025 and 2024, there were $ 1,834 and $ 2,124 , respectively, in outstanding borrowings under the CTWS credit agreement with Citizens Bank, N.A.
+Added: SJWC Credit Agreement
+Added: On June 11, 2025, SJWC entered into a $ 10,000 credit agreement with JPMorgan Chase Bank, N.A., with a maturity date of June 11, 2026.
+Added: There were no outstanding borrowings under the credit agreement between SJWC and JPMorgan Chase Bank, N.A., as of December 31, 2025 and 2024.
Long-Term Debt
1 unchanged sentence
Description Rate Maturity 2025 2024
−Removed: SJW Group Senior notes (a) 2.47 % - 3.53 %
+Added: H2O America Senior notes (a)
2.47 % - 3.53 %
+Added: 2029 - 2039 $ 560,000 560,000
Senior notes (a) 3.00 % - 7.20 %
11 unchanged sentences
2028 - 2036 96,295 96,295
−Removed: 388,672 313,345
+Added: Total CWC 448,653 388,672
Senior note (a) 6.27 % 2036 15,000 15,000
1 unchanged sentence
105,000 65,000
−Removed: Seller financing debt
−Removed: (b) 2053 29,000 —
+Added: Seller financing debt (b) 2053 29,000 29,000
Total TWC 149,000 109,000
−Removed: TWR seller financing debt
−Removed: (b) 2053 — 29,000
State revolving fund loans 0.00 % - 2.23 %
16,336 12,763
−Removed: Other First Mortgage Bond 8.95 % 2024
Bank term loans 3.89 % - 6.47 %
3 unchanged sentences
Unamortized debt premium and discount, net
+Added: ( 1,644 ) ( 56 )
Unamortized debt issuance costs ( 9,234 ) ( 9,216 )
2 unchanged sentences
___________________________________
−Removed: (a) Senior notes held by institutional investors are unsecured obligations of SJW Group, SJWC, CWC, TWC and MWC and require interest-only payments until maturity.
+Added: (a) Senior notes held by institutional investors are unsecured obligations of H2O America, SJWC, CWC, TWC and MWC and require interest-only payments until maturity.
To minimize issuance costs, the companies’ debt has primarily been placed privately.
1 unchanged sentence
The following is a table of the consolidated company’s schedule of principal payments:
+Added: 2026 $ 23,950
Thereafter 1,450,520
3 unchanged sentences
As of December 31, 2024, $ 1,473,393 of the total fair value of long-term debt was categorized as Level 2 in the fair value hierarchy, and $ 16,631 was categorized as Level 3.
−Removed: 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.
−Removed: The Series P Notes are unsecured obligations of SJWC and are due on February 1, 2053.
−Removed: Interest is payable semi-annually in arrears on February 1st and August 1st of each year.
−Removed: The closing of the note purchase agreement occurred on January 25, 2023.
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”).
1 unchanged sentence
Interest is payable semi-annually in arrears on January 31st and July 31st of each year.
−Removed: 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”).
−Removed: The Series 2023 Notes are unsecured obligations of CWC and are due on January 15, 2054.
−Removed: Interest is payable semi-annually in arrears on January 15th and July 15th of each year.
−Removed: The closing of the notes purchase agreement occurred on January 22, 2024.
+Added: On November 12, 2025, SJWC entered into a note purchase agreement with certain institutional investors, pursuant to which the company sold an aggregate principal amount of $ 55,000 of its 5.83 % Senior Notes, Series R (“Series R Notes”).
+Added: The Series R Notes are unsecured obligations of SJWC and are due on November 1, 2055.
+Added: Interest is payable semi-annually in arrears on May 1st and November 1st of each year, commencing May 1, 2026.
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”).
2 unchanged sentences
The closing of the notes purchase agreement occurred in August 2024.
+Added: On October 28, 2025, CWC entered into a note purchase agreement with certain institutional investors, pursuant to which the company agreed to sell an aggregate principal amount of $ 60,000 of its 6.08 % Senior Notes, Series 2025 (“Series 2025 Notes”).
+Added: The Series 2025 Notes are unsecured obligations of CWC and are due on November 1, 2055.
+Added: Interest is payable semi-annually in arrears on May 1st and November 1st of each year, commencing May 1, 2026.
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.
2 unchanged sentences
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.
−Removed: 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 %.
+Added: On December 6, 2024, TWC issued a promissory note to CoBank 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.
2 unchanged sentences
All of the other terms and conditions remain the same.
−Removed: 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 %.
+Added: On September 18, 2025, TWC issued a promissory note to a CoBank under an existing master loan agreement for a principal amount of $ 40,000 at a fixed interest rate of 6.68 %.
+Added: This note is an unsecured obligation of TWC due on September 1, 2055.
+Added: Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.
+Added: MWC finances a portion of its capital improvement program through loans under state revolving fund programs, including the Safe Drinking Water Revolving Fund (“SDWSRF”).
+Added: In 2024, MWC obtained MPUC approval to issue two First Mortgage Bonds through the Maine Municipal Bond Bank.
+Added: The Series X Bond totaled $ 3,330 , inclusive of $ 598 of principal forgiveness, resulting in a net loan of $ 2,732 ;
+Added: the issuance was approved on August 22, 2024 and completed on October 1, 2024.
+Added: The Series Y Bond totaled $ 3,596 , inclusive of $ 1,258 of principal forgiveness, resulting in a net loan of $ 2,337 ;
+Added: the issuance was approved on August 22, 2024 and completed on November 1, 2024.
+Added: Each bond constitutes an unsecured obligation of MWC, with the Series X Bond maturing on April 1, 2044 and the Series Y Bond maturing on April 1, 2054, and each bears a fixed interest rate of 1 %.
+Added: Interest is payable semi-annually in arrears on April 1 and October 1, commencing April 1, 2025.
+Added: On December 6, 2024, MWC issued a promissory note to CoBank 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.
−Removed: 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.
−Removed: CTWS previously locked the interest rate under this agreement to 4.09 %, such that this amendment has no impact.
+Added: On May 23, 2025, MWC submitted an application with the MPUC seeking approval to issue unsecured notes in an amount up to $ 25,000 .
+Added: The MPUC granted approval on June 17, 2025.
+Added: On July 10, 2025, MWC issued a promissory note to CoBank under
+Added: an existing master loan agreement for a principal amount of $ 25,000 at a fixed interest rate of 6.70 %.
+Added: The note is an unsecured obligation of MWC due on July 20, 2055.
+Added: Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.
Financial Covenants
−Removed: The debt and credit agreements of SJW Group and its subsidiaries contain various financial and other covenants.
+Added: The debt and credit agreements of H2O America and its subsidiaries contain various financial and other covenants.
Non-compliance with these covenants could result in accelerated due dates and termination of the agreements.
−Removed: In addition, the credit agreements contain customary representations and warranties and subject to customary events of default, which may result in
−Removed: outstanding notes becoming immediately due and payable.
−Removed: As of December 31, 2024, SJW Group and its subsidiaries were in compliance with all covenants related to its long-term debt agreements.
+Added: In addition, the credit agreements contain customary representations and warranties and are subject to customary events of default, which may result in outstanding notes becoming immediately due and payable.
+Added: As of December 31, 2025, H2O America and its subsidiaries were in compliance with all covenants related to its long-term debt agreements.
The components of income tax expense were:
6 unchanged sentences
The following table reconciles income tax expense to the amount computed by applying the federal statutory rate to income before income taxes of $ 114,933 , $ 102,937 and $ 90,943 in 2025, 2024 and 2023, respectively:
−Removed: 2024 2023 2022
Income tax at federal statutory rate $ 24,136 21.0 % 21,617 19,098
Increase (decrease) in taxes attributable to:
−Removed: State taxes, net of federal income tax benefit 6,488 6,001 5,328
−Removed: Uncertain tax positions ( 1,053 ) ( 4,330 ) 1,483
+Added: State and local income taxes, net of federal income tax effect (b)
+Added: 1,326 1.2 % 6,488 6,001
+Added: ( 208 ) ( 0.2 ) % — —
+Added: Nontaxable or nondeductible items
+Added: 543 0.5 % — —
+Added: Changes in unrecognized tax benefits
+Added: 331 0.3 % ( 1,053 ) ( 4,330 )
Property flow-through — — % ( 14,793 ) ( 9,045 )
−Removed: Reversal of excess deferred taxes recognized in regulatory liability ( 3,227 ) ( 3,625 ) ( 3,885 )
Pension flow-through — — % ( 530 ) ( 597 )
Stock-based compensation — — % 192 ( 491 )
−Removed: Other items, net 276 ( 1,055 ) 1,643
+Added: Other adjustments:
+Added: Impact of rate regulation
( 11,933 ) ( 10.4 ) % — —
−Removed: The components of the net deferred tax liability as of December 31 was as follows:
+Added: Reversal of excess deferred taxes recognized in regulatory liability
+Added: ( 1,517 ) ( 1.3 ) % ( 3,227 ) ( 3,625 )
+Added: ( 323 ) ( 0.3 ) % 276 ( 1,055 )
+Added: $ 12,355 10.8 % 8,970 5,956
+Added: (a) ASU 2023-09 “Improvements to Income Tax Disclosures” was adopted prospectively with the annual financial statements for the year ended December 31, 2025.
+Added: Accordingly, the table above was updated for the year ended December 31, 2025 to present disclosures as per the new ASU.
+Added: (b) Majority of the tax expense reported in this category relates to California.
+Added: State flow-through adjustments are included in this category for the year ended December 31, 2025.
+Added: The components of the net deferred tax liability as of December 31 were as follows:
Deferred tax assets:
23 unchanged sentences
The realization of deferred tax assets is dependent on our ability to generate sufficient future taxable income during periods in which the deferred tax assets are expected to reverse.
−Removed: Based on all available evidence, management believes it is more likely than not that SJW Group will realize the benefits of its deferred tax assets.
+Added: Based on all available evidence, management believes it is more likely than not that H2O America will realize the benefits of its deferred tax assets.
Net operating loss carryforwards expire beginning in 2032 and ending in 2043.
1 unchanged sentence
The estimated state tax credit carryforwards are $ 907 , which will expire beginning in 2028 and ending in 2049.
−Removed: 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.
+Added: The change in the net deferred tax liabilities of $ 31,850 included 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 $ 4,094 and $ 3,707 as of December 31, 2025 and 2024, respectively.
8 unchanged sentences
Balance at end of year $ 4,094 3,707 4,511
−Removed: 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.
−Removed: In April 2023, the IRS issued additional tax guidance that has allowed SJW Group to revisit certain historical income tax reserves.
+Added: In April 2023, the IRS issued additional tax guidance that has allowed H2O America 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.
2 unchanged sentences
The net release due to re-evaluation of the reserve was $ 3,125 .
−Removed: SJW Group’s policy is to classify interest and penalties associated with unrecognized tax benefits, if any, in tax expense.
+Added: H2O America’s policy is to classify interest and penalties associated with unrecognized tax benefits, if any, in tax expense.
Accrued interest expense, net of the benefit of tax deductions which would be available on the payment of such interest, is approximately $ 283 as of December 31, 2025.
−Removed: SJW Group has not accrued any penalties for unrecognized tax benefits.
+Added: H2O America has not accrued any penalties for unrecognized tax benefits.
The amount of interest recognized in 2025 was a decrease to expense of $ 33 .
−Removed: SJW Group currently does not expect uncertain tax positions to change significantly over the next 12 months.
−Removed: SJW Group files U.S.
+Added: H2O America 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.
−Removed: 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.
−Removed: 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.
+Added: However, due to tax attribute carryforwards, H2O America is subject to examination for tax years 2012 forward for state returns of CTWS and its subsidiaries.
+Added: The statute of limitations for H2O America returns is closed for these extended years and remains open for 2022 and forward for federal and 2021 or 2022 and forward for different states.
+Added: Income Taxes paid (net of refunds) for the year ending December 31, 2025 were as below:
+Added: Income Taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions:
+Added: *Jurisdiction below the threshold for the period presented
+Added: On July 4, 2025, Public Law No.
+Added: 119-21, referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law.
+Added: The OBBBA contains several changes to corporate taxation including the extension of key provisions of the 2017 Tax Cuts and Jobs Act.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others phased in through tax year 2027.
+Added: The legislation may be subject to further clarification and the issuance of interpretive guidance.
+Added: The Company evaluated the impact of the OBBBA tax legislation for the year ended December 31, 2025, and the impact was not material to the provision for income taxes and deferred tax balances.
Intangible Assets
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 $ 9,897 as of December 31, 2025.
−Removed: 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.
−Removed: In connection with a transaction in the third quarter of 2024, TWC purchased all assets from TWR for use in utility operations.
−Removed: Accordingly, SJW Group reclassified $ 28,386 related to indefinite life water rights from other intangible assets to utility plant intangible assets.
+Added: Other intangibles primarily consist of $ 4,371 for service area expansions by TWC, $ 1,400 for customer relationships and $ 1,040 incurred in conjunction with Valley Water water contracts related to the operation of SJWC.
Amortization expense for the intangible assets was $ 1,095 , $ 1,429 and $ 1,310 for the years ended December 31, 2025, 2024 and 2023, respectively.
3 unchanged sentences
Indefinite-lived water rights
+Added: $ 28,386 28,386
Purchase premium customer relationships 13,400 13,400
−Removed: Concession fees — 6,800
Other intangibles 9,897 9,818
2 unchanged sentences
Purchase premium customer relationships 5,561 4,667
−Removed: Concession fees — 6,754
Other intangibles 5,059 4,858
Utility plant net intangible assets $ 41,063 42,079
−Removed: Other Intangible Asset:
−Removed: 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.
−Removed: Based on current prices and estimated deliveries, SJWC is committed to purchase from
−Removed: 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.
+Added: 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 ($ 148,795 ) of water at the current contract water rate of $ 7.872 million per billion gallons for the year ending December 31, 2026.
Additionally, SJWC purchases non-contract water from Valley Water on an “as needed” basis if the water supply is available.
6 unchanged sentences
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.
−Removed: 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.
−Removed: CWC has an agreement with The Metropolitan District (“MDC”) to purchase water from MDC to serve the Unionville system.
+Added: CWC is able, but under no obligation, to purchase up to one million gallons of water per day from RWA, at the then-current wholesale rates per the agreement, $ 3.3 million per billion gallons as of December 31, 2025.
+Added: CWC has an agreement with The MDC to purchase water from MDC to serve the Unionville system.
The agreement became effective on October 6, 2000 and has a term of fifty years beginning May 19, 2003, the date the water supply facilities related to the agreement were placed in service.
CWC agrees to purchase 0.28 billion gallons of water annually from MDC.
−Removed: The rate charged by the MDC at December 31, 2024 was three dollars and eighty cents per hundred cubic feet.
−Removed: TWC has long-term contracts with the GBRA.
+Added: The rate charged by the MDC at December 31, 2025 was $ 3.91 per hundred cubic feet.
+Added: TWC has multiple long-term contracts with the GBRA.
The terms of the agreements expire in 2037, 2040, 2044 and 2050, respectively.
1 unchanged sentence
The water rate may be adjusted by GBRA at any time, provided they give TWC a 60-day written notice on the proposed adjustment.
−Removed: 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.
−Removed: MWC has an agreement with the Kennebec Water District for potable water service.
−Removed: The agreement has been in place for 20 years and was extended on November 7, 2020 for a new term of up to 20 years.
+Added: TWC also has treated 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.
+Added: MWC had an agreement with the Kennebec Water District for potable water service.
+Added: The agreement had previously been in place for 20 years prior to being renewed on November 7, 2020.
+Added: The renewal contained an initial term of five years and the ability to renew for up to up to 20 years at Kennebec Water District’s option.
+Added: In November 2025, the agreement was terminated and MWC transitioned from the previously negotiated rate to a standard tariff rate.
MWC guarantees a minimum consumption of 0.05 billion gallons of water annually.
−Removed: 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.
−Removed: The current tariff rate was one dollar and fifty-one cents per hundred cubic feet as of December 31, 2024 .
+Added: Through November 2025, water sales to MWC were billed at a wholesale discount of $ 0.20 per hundred cubic feet of water below Kennebec Water District's tariffed rates.
+Added: The current tariff rate was $ 1.51 per hundred cubic feet as of December 31, 2025.
As of December 31, 2025, SJWC had 396 employees, of whom 242 were members of unions.
−Removed: In the first quarter of 2023, SJWC executed three-year bargaining agreements with the International Union of Operating Engineers (“OE”), representing certain employees in the engineering department, and the Utility Workers of America (“UWUA”), representing the majority of all nonadministrative employees at SJWC covering the period from January 1, 2023 through December 31, 2025.
−Removed: The agreements include a 6 % wage increase provided in 2023, 3.5 % in 2024 and 5.5 % in 2025 for union employees.
+Added: In the final quarter of 2025, SJWC executed three-year bargaining agreements with the International Union of Operating Engineers (“OE”), representing certain employees in the engineering department, and the Utility Workers of America (“UWUA”), representing the majority of all nonadministrative employees at SJWC covering the period from January 1, 2026 through December 31, 2028.
+Added: The agreements include a 3 % wage increase provided in 2026, 3 % in 2027 and 4.0 % in 2028 for the union employees.
Contingencies
−Removed: SJW Group and its subsidiaries are subject to ordinary routine litigation incidental to its business.
−Removed: 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.
+Added: H2O America and its subsidiaries are subject to ordinary routine litigation incidental to its business.
+Added: In October 2023, CWC, a subsidiary of H2O America, 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.
−Removed: At this time, SJW Group is unable to provide a reasonable estimate of any loss.
−Removed: 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.
+Added: H2O America is unable to provide a reasonable estimate of loss, if any, at this time.
+Added: SJWC and CWC are plaintiffs in a lawsuit against manufacturers and/or sellers of 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.
2 unchanged sentences
to resolve claims brought in the MDL against them by public water systems, including SJWC and CWC.
−Removed: On March 29, 2024, the MDL court approved a similar settlement involving defendant 3M.
−Removed: On November 22, 2024, the MDL court approved settlements involving defendants Tyco Fire Products LP, Chemgaurd, Inc., and BASF Corporation.
−Removed: 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.
+Added: On March 29, 2024, the MDL court approved a similar settlement involving defendant 3M Company.
+Added: On November 22, 2024, the MDL court approved settlements involving defendants Tyco Fire Products LP, and BASF Corporation.
+Added: H2O America is entitled to a portion of the settlements and is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS defendants for potential impacts to the various claims that these utility subsidiaries have asserted.
+Added: For the year ended December 31, 2025, the Company received cash proceeds of $ 25.1 million, in connection with legal settlements with 3M Company and DuPont de Nemours, Inc.
+Added: related to PFAS contamination.
+Added: The proceeds were allocated as follows:
+Added: SJWC received $ 17 million;
+Added: CWC received $ 7.6 million;
+Added: and MWC received $ 0.5 million, which includes $ 0.3 million payable to contract operators.
+Added: The proceeds are compensatory in nature and are intended to compensate the Company for costs incurred, or to be incurred, to address the presence of PFAS compounds in public water supply systems or to be refunded to customers through rate reductions, and have been recorded as a regulatory liability subject to regulatory approval.
+Added: H2O America is entitled to receive additional cash proceeds from 3M Company in the subsequent eight years , pursuant to the terms of the settlement agreement.
+Added: In addition, the Company is party to class action settlements with Tyco Fire Products LP and BASF Corporation.
+Added: H2O America is monitoring and evaluating the ongoing litigation and settlement activity with the PFAS defendants for potential impacts to the various claims that these utility subsidiaries have asserted.
+Added: However, the amount of any additional proceeds is not estimable as of the date of this filing.
Benefit Plans
Pension Plans
−Removed: SJW Group maintains noncontributory defined benefit pension plans for its eligible employees.
+Added: H2O America maintains noncontributory defined benefit pension plans for its eligible employees.
SJWC employees hired before March 31, 2008 and CWC and MWC employees hired before January 1, 2009 are entitled to benefits under the pension plans based on the employee’s years of service and compensation.
5 unchanged sentences
CTWS employees hired on or after January 1, 2009 are entitled to an additional 3.0 % of eligible compensation to their company sponsored savings plan.
−Removed: SJW Group does not have multi-employer plans.
−Removed: 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.
−Removed: 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.
−Removed: Individual investment decisions have been delegated by the pension plan committees to the investment managers who are also monitored by an investment consultant.
−Removed: Investment managers are not permitted to invest outside of the asset class or strategy under the pension plans’ investment guidelines.
+Added: H2O America does not have multi-employer plans.
+Added: The pension plans are administered by their respective committees which oversee plan governance and are responsible for establishing investment objectives, policies, and guidelines to achieve the goals of income generation and long-term capital
+Added: preservation.
+Added: H2O America engages third-party investment professionals to assist with, among other things, asset allocation strategy, investment policy advice, performance monitoring, and investment manager due diligence.
+Added: Effective in 2025, the pension plan committees appointed a discretionary investment manager that qualifies as an “investment manager” under Section 3(38) of the employee retirement income security act of 1974.
+Added: Under this arrangement, the investment manager has discretionary authority to make investment decisions and to select, appoint, monitor, and terminate underlying investment managers within the parameters established by the pension plans’ investment policies.
+Added: The pension plan committees retain oversight responsibility and continue to monitor the performance of the investment manager, including reviews of investment results and compliance with the plans’ investment guidelines.
+Added: Investment managers are not permitted to invest outside of the asset class or strategy authorized under those guidelines.
The committees ensure that the plans establish a target mix that is expected to achieve its investment objectives by assuring a broad diversification of investment assets among investment types, while minimizing volatility of the target asset mix, unless market conditions make such a change appropriate to reduce risk.
5 unchanged sentences
The expected long-term rate of return on the pension plan assets is between 6.50 % and 6.75 % for the year ended December 31, 2025.
−Removed: SJW Group calculates the market-related value of defined benefit pension plan assets, which is defined under FASB ASC Topic 715—“Compensation—Retirement Benefits,” as a balance used to calculate the expected return on plan assets, using fair value.
+Added: H2O America calculates the market-related value of defined benefit pension plan assets, which is defined under FASB ASC Topic 715—“Compensation—Retirement Benefits,” as a balance used to calculate the expected return on plan assets, using fair value.
The fair value is based on quoted prices in active markets for identical assets and significant observable inputs.
5 unchanged sentences
For the years ended December 31, 2025, 2024 and 2023, the amounts not recognized as a component of net periodic benefit cost was $( 493 ), $ 169 , and $ 314 , respectively, recorded as other comprehensive income on the consolidated financial statements.
−Removed: 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.
−Removed: 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.
+Added: SJWC’s non-qualified deferred compensation plans (“NQDCs”) are unfunded.
+Added: By contrast, CWC’s non-qualified deferred compensation plans are funded, including SERP, through investments consisting primarily of life insurance contracts and assets are held in a Rabbi Trust.
+Added: As of December 31, 2025 and 2024, total investments made to fund CWC’s SERP were $ 7,887 and $ 7,336 , respectively, which is included in “Investments” in H2O America’s Consolidated Balance Sheets.
The life insurance contracts are valued at cash surrender value of the policies as reported by the insurer.
21 unchanged sentences
Flexible Spending Plan
−Removed: SJW Group sponsors flexible spending account plans for its employees for the purpose of providing eligible employees with the opportunity to choose from among the fringe benefits available under the plans.
+Added: H2O America sponsors flexible spending account plans for its employees for the purpose of providing eligible employees with the opportunity to choose from among the fringe benefits available under the plans.
The flexible spending plan is intended to qualify as a cafeteria plan under the provisions of the Internal Revenue Code Section 125.
2 unchanged sentences
Savings Plans for Employees
−Removed: SJW Group also sponsors salary deferral plans which are defined contribution plans that allow employees to defer and contribute a portion of their earnings to the plan.
+Added: H2O America also sponsors salary deferral plans which are defined contribution plans that allow employees to defer and contribute a portion of their earnings to the plan.
Contributions, not to exceed set limits, are matched by the company.
−Removed: SJW Group contributions were $ 4,221 , $ 3,902 and $ 3,003 in 2024, 2023 and 2022, respectively.
+Added: H2O America contributions were $ 4,928 , $ 4,221 and $ 3,902 in 2025, 2024 and 2023, respectively.
All of the company’s contributions are invested at the direction of the employees in funds offered under the plans.
Special Deferral Election Plans and Deferral Election Program
−Removed: SJW Group maintains a special deferral election plan and a deferred compensation plan and agreements for senior management and a deferral election program for non-employee directors allowing for the deferral of a portion of their earnings each year and to realize an investment return on those funds during the deferral period.
+Added: H2O America maintains a special deferral election plan and a deferred compensation plan and agreements for senior management and a deferral election program for non-employee directors allowing for the deferral of a portion of their earnings each year and to realize an investment return on those funds during the deferral period.
Senior management and non-employee directors have to make an election on the deferral and distribution method of the deferrals before services are rendered.
17 unchanged sentences
Rate of compensation increase 4.50 - 5.00
−Removed: SJW Group utilized each plan’s projected benefit stream in conjunction with the FTSE Pension Discount Curve in determining the discount rate used in calculating the pension and other postretirement benefits liabilities at the measurement date.
−Removed: SJW Group has adopted MP-2021, Mortality Improvement Scales to determine mortality assumptions.
+Added: H2O America utilized each plan’s projected benefit stream in conjunction with the FTSE Pension Discount Curve in determining the discount rate used in calculating the pension and other postretirement benefits liabilities at the measurement date.
+Added: H2O America has adopted MP-2021, Mortality Improvement Scales to determine mortality assumptions.
The tables and scales reflect increasing life expectancies of participants in the United States.
2 unchanged sentences
Net Periodic Pension Costs
−Removed: Net periodic costs for the defined benefit plans and other postretirement benefits for the years ended December 31 was as follows:
+Added: Net periodic costs for the defined benefit plans and other postretirement benefits for the years ended December 31 were as follows:
Pension Benefits Other Postretirement Benefits
34 unchanged sentences
Funded status at end of year $ 30,310 20,903 $ 1,187 ( 1,855 )
−Removed: 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.
−Removed: 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.
+Added: For the year ended December 31, 2025, the net actuarial loss on the benefit obligation was related primarily to a loss from changes in the discount rate of $ 4,219 and a $ 873 gain from pension data changes.
+Added: For the year ended December 31, 2024, the net actuarial gain on the benefit obligation was related primarily to a gain from changes of discount rate of $ 21,129 and a $ 6,005 loss from pension data changes.
The amounts recognized on the balance sheet as of December 31 were as follows:
21 unchanged sentences
Fair value of plan assets
−Removed: 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 Topic 980.
−Removed: 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.
−Removed: As of December 31, 2024 and 2023, the amounts deferred in regulatory assets that have not yet been recognized as components of net periodic benefit cost include net loss of $ 3,150 and $ 24,552 , respectively, and prior service cost of $ 27 and $ 41 , respectively.
+Added: H2O America 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 Topic 980.
+Added: H2O America had no recorded regulatory assets as of December 31, 2025, and $ 3,177 as of December 31, 2024.
+Added: Regulatory liabilities were $ 32,996 and $ 27,872 as of December 31, 2025 and 2024, respectively.
+Added: As of December 31, 2024, the amount deferred in regulatory assets that has not yet been recognized as a component of net periodic benefit cost included a net loss of $ 3,150 and prior service cost of $ 27 .
As of December 31, 2025 and 2024, the amounts deferred in regulatory liabilities that have not yet been recognized as components of net periodic benefit cost include net gain of $ 32,996 and $ 27,872 , respectively.
30 unchanged sentences
Total $ 331,172 255,366 75,806 —
−Removed: In 2025, SJW Group expects to make required and discretionary cash contributions of up to $ 6,680 to the pension plans and other postretirement benefit plans.
+Added: In 2026, H2O America expects to make required and discretionary cash contributions of up to $ 7,682 to the pension plans and other postretirement benefit plans.
Benefits expected to be paid in the next five years and in the aggregate for the five years thereafter are:
8 unchanged sentences
116,122 9,023
−Removed: SJW Group’s long-term incentive plans 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 subsidiary the opportunity to acquire an equity interest in SJW Group.
−Removed: SJW Group also maintains stock plans in connection with its acquisition of CTWS which are no longer granting new stock awards.
−Removed: In addition, shares are issued to employees under SJW Group’s employee stock purchase plan.
−Removed: On April 26, 2023, SJW Group adopted the successor plans, the 2023 Long-Term Incentive Plan and the 2023 Employee Stock Purchase Plan, to replace the Amended and Restated Long-Term Incentive Plan (the “Predecessor Incentive Plan”) and the 2014 Employee Stock Purchase Plan (the “Predecessor ESPP”), respectively.
+Added: H2O America’s long-term incentive plans 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 subsidiary the opportunity to acquire an equity interest in H2O America.
+Added: H2O America also maintains stock plans in connection with its acquisition of CTWS which are no longer granting new stock awards.
+Added: In addition, shares are issued to employees under H2O America’s employee stock purchase plan.
+Added: On April 26, 2023, H2O America adopted the successor plans, the 2023 Long-Term Incentive Plan and the 2023 Employee Stock Purchase Plan, to replace the Amended and Restated Long-Term Incentive Plan (the “Predecessor Incentive Plan”) and the 2014 Employee Stock Purchase Plan (the “Predecessor ESPP”), respectively.
The Predecessor Incentive Plan terminated on April 23, 2023 and the Predecessor ESPP terminated on July 31, 2023.
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.
−Removed: The 2023 Long-Term Incentive Plan reserves a total of 1,142,000 shares of SJW Group’s common
−Removed: 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.
−Removed: 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.
+Added: The 2023 Long-Term Incentive Plan reserves a total of 1,142,000 shares of H2O America’s common
+Added: 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 H2O America and its subsidiaries.
+Added: The 2023 Employee Stock Purchase Plan reserves for a total of 500,000 shares of H2O America’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.
2 unchanged sentences
The types of awards included in the plans are restricted stock awards, restricted stock units, performance shares, or other share-based awards.
−Removed: In addition, shares are issued to employees under the employee stock purchase plan (“ESPP”) that was approved by SJW Group stockholders.
+Added: In addition, shares are issued to employees under the employee stock purchase plan (“ESPP”) that was approved by H2O America stockholders.
As of December 31, 2025, 2024 and 2023, 1,213,202 , 1,142,770 and 1,080,759 shares have been issued pursuant to the plans, and 278,565 , 191,177 and 150,704 shares are issuable upon the vesting of outstanding restricted stock units, performance-based stock units, and deferred restricted stock units for the years ended 2025, 2024 and 2023, respectively.
9 unchanged sentences
Restricted Stock and Deferred Restricted Stock
−Removed: A summary of SJW Group’s outstanding restricted and deferred restricted stock awards under the Plan as of December 31, 2024, and changes during the year ended December 31, 2024, are presented below:
+Added: A summary of H2O America’s outstanding restricted and deferred restricted stock awards under the Plan as of December 31, 2025, and changes during the year ended December 31, 2025, are presented below:
Units Weighted-
7 unchanged sentences
Shares vested as of December 31, 2025 30,162 $ 79.89
−Removed: A summary of the status of SJW Group’s nonvested restricted and deferred restricted stock awards under the plans as of December 31, 2024, and changes during the year ended December 31, 2024, are presented below:
+Added: A summary of the status of H2O America’s nonvested restricted and deferred restricted stock awards under the plans as of December 31, 2025, and changes during the year ended December 31, 2025, are presented below:
Units Weighted- Average Grant-
13 unchanged sentences
Employee Stock Purchase Plan
−Removed: The ESPP allows eligible employees to purchase shares of SJW Group’s common stock at 85 % of the fair value of shares on the purchase date.
+Added: The ESPP allows eligible employees to purchase shares of H2O America’s common stock at 85 % of the fair value of shares on the purchase date.
Under the ESPP, employees can designate up to a maximum of 10 % of their base compensation for the purchase of shares of common stock, subject to certain restrictions.
−Removed: A total of 500,000 shares of SJW Group’s common stock have been reserved for issuance under the ESPP.
+Added: A total of 500,000 shares of H2O America’s common stock have been reserved for issuance under the ESPP.
The remaining shares available for issuance under the ESPP are 406,286 as of December 31, 2025.
2 unchanged sentences
Segment Reporting
−Removed: 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.
−Removed: 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.”
−Removed: SJW Group’s operating segments have been determined based on information used by the chief operating decision maker.
−Removed: SJW Group’s chief operating decision maker (“CODM”) includes the Chairman, President, and Chief Executive Officer;
+Added: H2O America’s single reportable segment provides water utility and utility-related services to its customers through H2O America’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.
+Added: 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 H2O America Land Company and Chester Realty, Inc., contract water and sewer operations and other water-related services provided by NEWUS are referred to as “Other Services.”
+Added: H2O America’s operating segments have been determined based on information used by the chief operating decision maker.
+Added: H2O America’s chief operating decision makers (“CODM”) include the Chair and Chief Executive Officer;
the Chief Financial Officer and Treasurer;
−Removed: the Chief Operating Officer;
−Removed: the Senior Vice President and Chief Administrative Officer;
+Added: the President and Chief Operating Officer;
+Added: the President of Shared Services and Senior Vice President and Chief Administrative Officer;
and the Vice President and General Counsel.
−Removed: However, ultimate decision-making authority rests with the Chairman, President, and Chief Executive Officer.
+Added: However, ultimate decision-making authority rests with the Chair 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.
−Removed: 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.
+Added: Previously, H2O America 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.
41 unchanged sentences
Interest on long-term debt and other interest expense 42,743 329 23,072 66,144
−Removed: (Gain) loss on sale of nonutility property ( 6,197 ) — — ( 6,197 )
Provision (benefit) for income taxes 11,293 2,213 ( 7,550 ) 5,956
3 unchanged sentences
___________________________________
−Removed: (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.
−Removed: (2) The “Unallocated Corporate” category includes the accounts of SJW Group, SJWNE LLC, SJWTX Holdings, Inc., CTWS, NWU on a stand-alone basis.
+Added: (1) The “Other Services” category includes the accounts of H2O America Land Co, Chester Reality, Inc., SJWC’s Cupertino service concession arrangement operations, TWOS, TWR, and NEWUS, on a stand-alone basis.
+Added: (2) The “Unallocated Corporate” category includes the accounts of H2O America, H2O America NE LLC, H2O America TX 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).
−Removed: SJW Group’s assets for the Water Utility Services reportable segment and all other are as follows as of December 31:
+Added: H2O America’s assets for the Water Utility Services reportable segment and all other are as follows as of December 31:
Water Utility Services (reportable segment)
3 unchanged sentences
Total assets $ 5,149,566 4,658,309
−Removed: On January 13, 2023, TWC reached an agreement to acquire KT Water Development Ltd.
−Removed: (“KT Water Development”) and SJWTX Holdings, Inc.
−Removed: reached an agreement to acquire KT Water Resources L.P.
−Removed: (“KT Water Resources”).
−Removed: The agreement between SJWTX Holdings, Inc.
−Removed: and KT Water Resources, LP, was assigned to TWR prior to closing.
−Removed: KT Water Development was an investor-owned water utility providing water to approximately 1,725 people through over 570 service connections in the Rockwall Ranch subdivision in southern Comal County, Texas.
−Removed: KT Water Resources was a wholesale groundwater resource supplier to KT Water Development formed to develop wholesale water supplies for the fast-growing utilities of Comal County, Texas.
−Removed: The Public Utility Commission of Texas (“PUCT”) approved the proposed KT Water Development acquisition on July 24, 2023.
−Removed: The acquisition of KT Water Resources did not require PUCT approval.
−Removed: Both transactions closed on August 14, 2023.
−Removed: Further information regarding each of the acquisitions is set forth below.
−Removed: KT Water Development
−Removed: The purchase price of KT Water Development was $ 7,338 , all of which was cash, and was determined in accordance with a fair market value process defined under the Texas Water Code.
−Removed: The transaction was accounted for as a business combination in accordance with ASC Topic 805.
−Removed: The transaction consideration was allocated to utility plant.
−Removed: The final purchase price allocation was completed during the quarter ended March 31, 2024, with no change from the preliminary purchase price allocation.
−Removed: Transaction costs were not material.
−Removed: 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.
−Removed: Pro forma financial information has not been presented because the acquisition was not material to SJW Group’s consolidated financial statements.
−Removed: KT Water Resources
−Removed: 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 .
−Removed: Considering transaction costs of $ 170 , the total cost of the acquisition was $ 40,061 .
−Removed: The KT Water Resources acquisition was accounted for as an asset acquisition in accordance with ASC Topic 805.
−Removed: The total cost was allocated as follows based on the fair values of the assets acquired:
−Removed: $ 28,386 to other intangible asset, $ 11,684 to nonutility property, and $ 9 to other current liabilities.
−Removed: The other intangible asset represents indefinite-lived water rights.
−Removed: The nonutility property consists of wells, land, easements, and construction work in progress.
−Removed: The post-closing production payment represents an obligation to pay a total amount of $ 29,000 to the seller over a period up to 29 years.
−Removed: The repayment schedule is based on the quantity of groundwater produced from the acquired wells, subject to certain provisions in the purchase agreement.
−Removed: The fair value of the post-closing payment as of the acquisition date was determined by discounting forecasted repayments based on management’s estimates of future groundwater production.
−Removed: The difference between the fair value of $ 15,400 and the gross obligation of $ 29,000 was recorded as a debt discount and is being amortized as interest expense using the effective interest method over the life of the obligation.
−Removed: The post-closing production payment obligation is classified as long-term debt in the Consolidated Balance Sheets.
−Removed: 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.
+Added: Quadvest acquisition
+Added: On July 7, 2025, the Company, through its indirect subsidiary, TWC, entered into an asset purchase agreement (the “Regulated Business APA”)”, with Quadvest, L.P.
+Added: (“Quadvest Retail”) and the Company, as guarantor, pursuant to which, and subject to the terms and conditions set forth therein, Quadvest Retail has agreed to sell, and TWC has agreed to acquire, substantially all of the assets of Quadvest L.P.
+Added: related to the operation of Quadvest L.P.’s water and sewer utility business at a purchase price consisting of a base amount of $ 483,600 , with certain adjustments based on capital expenditures (the “Regulated Business Transaction”).
+Added: The Regulated Business Transaction will be subject to the satisfaction of various closing conditions set forth in the Regulated Business APA, including satisfaction of the closing conditions with respect to the Wholesale Business Transaction described below.
+Added: Concurrently on July 7, 2025, the Company, its indirect subsidiaries, TWOS and TWC (together with the Company and TWOS, the “Purchasers”), entered into another asset purchase agreement (the “Wholesale Business APA”), with Quadvest Retail and its affiliate, Quadvest Wholesale, LLC, (“Quadvest Wholesale”) pursuant to which, and subject to the terms and conditions set forth therein, Quadvest Wholesale has agreed to sell, and TWOS has agreed to acquire substantially all of the assets of Quadvest Wholesale related to the operation of Quadvest Wholesale’s wholesale water and sewer business at a purchase price consisting of a base amount of $ 56,400 , with certain adjustments based on capital expenditures (the “Wholesale Business
+Added: Transaction”).
+Added: The Wholesale Business Transaction will be subject to the satisfaction of various closing conditions set forth in the Wholesale Business APA, including the simultaneous closing of the Regulated Business Transaction described above.
+Added: On July 9, 2025, TWC filed a request with the PUCT to use FMV to support its acquisition of Quadvest Retail.
+Added: On August 7, 2025, the PUCT appointed three appraisers to determine the FMV.
+Added: In December 2025, TWC received the appraised FMV from the PUCT-appointed appraisers for the assets of Quadvest Retail.
+Added: In accordance with Texas’ FMV statute, the purchase price of $ 483.6 million will serve as the ratemaking rate base.
+Added: TWC filed its STM application with the PUCT in January 2026.
+Added: Subsequent Event
FINANCIAL STATEMENT SCHEDULE
−Removed: SJW Group (Parent Only)
+Added: H2O America (Parent Only)
CONDENSED BALANCE SHEETS
40 unchanged sentences
FINANCIAL STATEMENT SCHEDULE
−Removed: SJW Group (Parent Only)
+Added: H2O America (Parent Only)
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
16 unchanged sentences
Equity earnings from subsidiaries, net of taxes 117,528 108,918 95,808
−Removed: SJW Group net income 93,967 84,987 73,828
+Added: H2O America net income
+Added: 102,578 93,967 84,987
Other comprehensive income, net
( 493 ) 169 314
−Removed: SJW Group comprehensive income $ 94,136 85,301 75,468
+Added: H2O America comprehensive income
+Added: $ 102,085 94,136 85,301
See Accompanying Notes to Schedule I
FINANCIAL STATEMENT SCHEDULE
−Removed: SJW Group (Parent Only)
+Added: H2O America (Parent Only)
CONDENSED STATEMENTS OF CASH FLOWS
14 unchanged sentences
Return on capital from investments in subsidiaries 59,400 90,600 50,550
+Added: Proceeds from litigation settlement, net — — —
Other changes, net ( 2,677 ) 532 607
13 unchanged sentences
Issuance of common stock, net of issuance costs 122,808 85,008 80,659
+Added: Proceeds from litigation settlement, net — — —
Debt issuance costs ( 132 ) ( 82 ) ( 46 )
12 unchanged sentences
FINANCIAL STATEMENT SCHEDULE
−Removed: SJW Group (Parent Only)
+Added: H2O America (Parent Only)
NOTES TO CONDENSED FINANCIAL STATEMENTS
2 unchanged sentences
Financing Activities
−Removed: 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.
−Removed: The following is a table of the SJW Group’s schedule of principal payments on long-term debt:
+Added: See Note 5 , “Lines of Credit” and Note 6 , “Long-term Debt” for additional information on H2O America’s revolving credit facility and outstanding debt.
+Added: The following is a table of the H2O America’s schedule of principal payments on long-term debt:
Thereafter 200,000
Restrictions on Dividends and Other Distributions
−Removed: SJW Group is a legal entity separate and distinct from its various subsidiaries.
−Removed: As a holding company with no significant operations of its own, SJW Group’s principal sources of funds are dividends or other distributions from its operating subsidiaries, borrowings and the issuance of equity.
−Removed: The rights of SJW Group and, consequently, its creditors and shareholders, to participate in any distribution of assets of any of its subsidiaries are subject to certain prior claims of creditors of such subsidiary.
−Removed: The abilities of certain of SJW Group’s subsidiaries to transfer funds to SJW Group in the form of cash dividends, loans or advances are subject to certain contractual and regulatory restrictions.
−Removed: SJW Group and its subsidiaries are subject to debt covenants that could limit their respective abilities to pay dividends.
−Removed: For a discussion on these covenants, see Note 6 , “Long-term Debt” to SJW Group and Subsidiaries Notes to Consolidated Financial Statements.
−Removed: In addition, CTWS and its regulated subsidiaries are prohibited from paying dividends if not in compliance with minimum equity requirements under commitments made by SJW Group as part of the approval granted by the PURA and the Maine Public Utilities Commission in connection with the acquisition of CTWS.
−Removed: As of December 31, 2024, the restricted net assets of SJW Group’s subsidiaries were approximately $ 494,699 or 36 % of consolidated net assets of SJW Group.
−Removed: SJW Group and Subsidiaries
+Added: H2O America is a legal entity separate and distinct from its various subsidiaries.
+Added: As a holding company with no significant operations of its own, H2O America’s principal sources of funds are dividends or other distributions from its operating subsidiaries, borrowings and the issuance of equity.
+Added: The rights of H2O America and, consequently, its creditors and shareholders, to participate in any distribution of assets of any of its subsidiaries are subject to certain prior claims of creditors of such subsidiary.
+Added: The abilities of certain of H2O America’s subsidiaries to transfer funds to H2O America in the form of cash dividends, loans or advances are subject to certain contractual and regulatory restrictions.
+Added: H2O America and its subsidiaries are subject to debt covenants that could limit their respective abilities to pay dividends.
+Added: For a discussion on these covenants, see Note 6 , “Long-term Debt” to H2O America and Subsidiaries Notes to Consolidated Financial Statements.
+Added: In addition, CTWS and its regulated subsidiaries are prohibited from paying dividends if not in compliance with minimum equity requirements under commitments made by H2O America as part of the approval granted by the PURA and the Maine Public Utilities Commission in connection with the acquisition of CTWS.
+Added: As of December 31, 2025, the restricted net assets of H2O America’s subsidiaries were approximately $ 501,724 or 33 % of consolidated net assets of H2O America.
+Added: H2O America and Subsidiaries
FINANCIAL STATEMENT SCHEDULE
20 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.