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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 65 added, 65 removed, 218 unchanged (37% of the section changed)

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Evaluation of Disclosure Control and Procedures

SJW Group’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of SJW Group’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that SJW Group’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by SJW Group in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

SJW Group believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

H2O America’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of H2O America’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the “Exchange Act”), as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that H2O America’s disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by H2O America in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

H2O America believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting

SJW Group’s management is responsible for establishing and maintaining an adequate internal control structure over financial reporting and for an assessment of the effectiveness of internal control over financial reporting, as such items are defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

H2O America’s management is responsible for establishing and maintaining an adequate internal control structure over financial reporting and for an assessment of the effectiveness of internal control over financial reporting, as such items are defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Management has utilized the criteria established in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of internal control over financial reporting.

SJW Group’s management has performed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024.

Based on this assessment, management has concluded SJW Group’s internal control over financial reporting as of December 31, 2024 was effective.

H2O America’s management has performed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

Based on this assessment, management has concluded H2O America’s internal control over financial reporting as of December 31, 2025 was effective.

Our independent registered public accounting firm, DELOITTE & TOUCHE LLP (PCAOB ID No.

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Changes in Internal Controls

There has been no change in internal control over financial reporting during the fourth fiscal quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of SJW Group.

There has been no change in internal control over financial reporting during the fourth fiscal quarter of 2025 that has materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting of H2O America.

Other Information

SJW Group intends to post information about the operating and financial performance of SJW Group and its subsidiaries on its website http://www.sjwgroup.com from time to time.

The content of SJW Group’s website is not incorporated by reference to or part of this report.

H2O America intends to post information about the operating and financial performance of H2O America and its subsidiaries on its website www.h2o-america.com from time to time.

The content of H2O America’s website is not incorporated by reference to or part of this report.

There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of 2025 but was not reported.

In the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.

Discretionary Awards

On February 25, 2025, the Executive Compensation Committee of SJW Group (the “Company”) approved discretionary cash awards to:

(i) Andrew Walters, the Company’s Chief Financial Officer, in the amount of $128,700;

(ii) Bruce Hauk, the Company’s Chief Operating Officer, in the amount of $117,000;

(iii) Kristen Johnson, the Company’s Senior Vice President and Chief Administrative Officer, in the amount of $91,800;

and (iv) Willie Brown, the Company’s Vice President and General Counsel, in the amount of $80,100.

Discretionary awards of up to 50% of short-term incentive targets for exceptional performance may be awarded under the Company’s Executive Compensation Policies, and each of the preceding officers was a named executive officer in the Company’s 2024 proxy statement.

Leadership Transition and Executive Promotions

On February 26, 2025, SJW Group’s Board of Directors (the “Board”) appointed Andrew F.

Walters, who currently serves as Chief Financial Officer and Treasurer of SJW Group as the company’s next Chief Executive Officer, effective July 1, 2025.

Thornburg will retire as Chief Executive Officer and President of SJW Group effective July 1, 2025.

He will remain on the Board as non-executive Chair of the Board.

In addition, on February 26, 2025, the Board made the following other executive appointments:

• Bruce Hauk, Chief Operating Officer of SJW Group, will also serve as President of SJW Group.

• Kristen Johnson, Senior Vice President and Chief Administrative Officer of SJW Group, will also step into the role of President of the Shared Services organization.

The promotions of Hauk and Johnson are also effective July 1, 2025.

Appointment of New Director

On February 25, 2026, the Board of Directors (the “Board”) of H2O America increased the size of the Board from nine to ten directors, effective as of March 1, 2026, and upon the recommendation of the Nominating and Governance Committee of the Board, appointed Nick O.

Rowe to serve as a member of the Board, effective March 1, 2026.

In connection with his appointment, the Board also appointed Mr.

Rowe to serve as a member of each of the Board’s Sustainability Committee and Finance Committee.

Rowe is President of N.O.R.

Solutions LLC, a leadership coaching and training firm.

He previously served as Senior Vice President of American Water Works Company, Inc., where he was employed from September 1987 until his retirement in May 2022.

In connection with his service as a non-employee director, Mr.

Rowe will receive compensation and participate in the Company’s Second Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members implemented under the Company’s 2023 Long-Term Incentive Plan, as described in the Company’s form 10-K filed with the Securities and Exchange Commission on February 28, 2025.

In addition, the Company has entered into a director and officer indemnification agreement with Mr.

Rowe in the form attached as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 15, 2016.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Directors, Executive Officers and Corporate Governance

The information required by this item is contained in part under the caption “Executive Officers of the Registrant” in Part I, Item 1, of this report, and in SJW Group’s Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS,” and is incorporated herein by reference.

The information required by this item is contained in part under the caption “Executive Officers of the Registrant” in Part I, Item 1, of this report, and in H2O America’s Proxy Statement for its 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS,” and is incorporated herein by reference.

Insider Trading Policy

We have adopted the Insider Trading Policy of SJW Group and its subsidiaries, which governs, among other things, the purchase, sale and/or other disposition of our securities by our directors, officers and employees, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq Global Market listing standards.

We have adopted the Insider Trading Policy of H2O America and its subsidiaries, which governs, among other things, the purchase, sale and/or other disposition of our securities by our directors, officers and employees, as well as by the Company

itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq Global Market listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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(a)(2) Financial Statement Schedule

Condensed Financial Information for SJW Group (Parent Only), Years ended December 31, 202 4 , 202 3 and 202 2

Condensed Financial Information for H2O America (Parent Only), Years ended December 31, 2025, 2024 and 2023

Valuation and Qualifying Accounts and Reserves, Years ended December 31, 202 5 , 202 4 and 202 3

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EXHIBIT INDEX

3.1 Restated Certificate of Incorporation of SJW Group, dated June 20, 2024.

Incorporated by reference to Exhibit 3.2 to Form 8-K filed on June 21, 2024 .

3.2 Amended and Restated Bylaws of SJW Group, effective as of December 11, 2023.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on December 15, 2023.

3.1 Certificate of Amendment of the Certificate of Incorporation of SJW Group, dated May 5, 2025.

Incorporated by reference to Exhibit 3.1 to Form 8-K filed on May 7, 2025 .

3.2 Amended and Restated Bylaws of H2O America.

Incorporated by reference to Exhibit 3.2 to Form 10-Q filed on July 28, 2025.

4.1 Instruments Defining the Rights of Security Holders, including Indentures:

SJW Group hereby agrees to furnish upon request to the Commission a copy of each such instrument defining the rights of holders of unregistered senior and subordinated debt of SJW Group.

4.2 Form of Common Stock Certificate of SJW Group.

Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 15, 2016 .

H2O America hereby agrees to furnish upon request to the Commission a copy of each such instrument defining the rights of holders of unregistered senior and subordinated debt of H2O America.

4.2 Indenture dated as of June 1, 2010 between San Jose Water Company and Wells Fargo Bank, National Association.

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SJW Group agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation S-K 601(b)(4)(iii).

4.5 Description of SJW Group’s capital stock registered under section 12 of the Securities Exchange Act of 1934 .

4.4 Description of H2O America’s capital stock registered under section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.5 to Form 10-K for the year ended December 31, 2024.

10.1 Water Supply Contract dated January 27, 1981, between San Jose Water Works and the Santa Clara Valley Water District, as amended.

Incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, 2001 .

10.2 Grantor Trust Agreement by and between San Jose Water Company and Wells Fargo Bank, National Association dated November 2, 2012.

Incorporated by reference as Exhibit 10.4 to Form 10-K for the year ended December 31, 2012 .

10.3 Credit Agreement among SJW Group, San Jose Water Company, SJWTX, Inc., Connecticut Water Service, Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, dated August 2, 2022.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2022.

10.2 Credit Agreement, dated September 12, 2025, between H2O America, San Jose Water Company, SJWTX, Inc., The Connecticut Water Company, and The Maine Water Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 16, 2025.

10.3 Loan Agreement dated as of June 1, 2010 between the California Pollution Control Financing Authority and San Jose Water Company.

Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2010 .

10.4 Grantor Trust Agreement by and between San Jose Water Company and Wells Fargo Bank, National Association dated November 2, 2012.

Incorporated by reference as Exhibit 10.4 to Form 10-K for the year ended December 31, 2012 .

10.5 Loan Agreement dated as of December 1, 2016 between the California Pollution Control Financing Authority and San Jose Water Company.

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Incorporated by reference to Exhibit 10.5 to the Form 8-K filed on October 9, 2019 .

10.15 Third Amendment to the San Jose Water Company Executive Supplemental Retirement Plan effective January 1, 2026.

10.16 San Jose Water Company Cash Balance Executive Supplemental Retirement Plan, as Amended and Restated on January 25, 2012, effective January 1, 2012.

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Incorporated by reference as Exhibit 10.4 to Form 8-K filed on October 9, 2019 .

10.23 Seventh Amendment to the San Jose Water Company Cash Balance Executive Supplemental Retirement Plan effective January 1, 2026.

10.24 SJW Corp.

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Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 7, 2020 .

10.28 SJW Group Amended and Restated Executive Officer Short-Term Incentive Plan dated October 28, 2020.

Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2020 .

10.29 First Amendment to the Executive Officer Short-Term Incentive Plan dated January 28, 2021.

Incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 2020 .

10.30 Second Amendment to the SJW Group Executive Officer Short-Term Incentive Plan effective as of October 25, 2024 .

10.31 A mended and Restated Executive Severance Plan dated October 26, 2022.

10.30 Amended and Restated H2O America Executive Officer Short-Term Incentive Plan , effective October 24 , 2025 .

Incorpor a ted by refer ence t o Exhibit 10.2 to Form 10-Q f or the quarter ended September 30 , 2025.

Amended and Restated Executive Severance Plan dated October 26, 2022.

Incorporated by reference as Exhibit 10.1 to Form 8-K filed on October 28, 2022 .

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10.36 SJW Group Deferral Election Program for Non-Employee Board Members as amended and restated effective February 26, 2025.

Incorporated by reference to Exhibit 10.36 to Form 10-K for the year ended December 31, 2024.

10.37 Form of SJW Group Restricted Stock Unit Award Agreement for Non-Employee Board Members.

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Form of SJW Group Restricted Stock Unit Issuance Agreement (TSR Goals).

Incorporated by reference to Exhibit 10.38 to Form 10-K for the year ended December 31, 2024.

10.39 Form of SJW Group Restricted Stock Unit Issuance Agreement.

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10.40 Form of SJW Group Restricted Stock Unit Issuance Agreement (ROE Goal).

Incorporated by reference to Exhibit 10.40 to Form 10-K for the year ended December 31, 2024.

10.41 Form of H2O America Restricted Stock Unit Issuance Agreement - Customer Affordability (1)(2)

10.42 Form of Director and Officer Indemnification Agreement between SJW Group and its officers and Board members.

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I ncorporated by reference to Exhibit 10.97 to Form 10-K for the year ended December 31, 2019 .

10.59 Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of January 1, 2025.

Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2024.

Second Amended and Restated Formulaic Equity Award Progra m for Non-Employee Board Members effective as of December 12, 2024.

10.60 Amended and Restated Director Compensation and Expense Reimbursement Policies effective March 3, 2025.

Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2025.

Second Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members effective as of December 12, 2024.

Incorporated by reference to Exhibit 10.60 to Form 10-K for the year ended December 31, 2024.

Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.

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Incorporated by reference to Appendix II to the Proxy Statement filed on March 9, 2023.

10.66 Transition and Separation Agreement and Release, dated July 6, 2023, by Andrew R.

Gere and San Jose Water Company.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 7, 2023.

10.67 First Amendment to Credit Agreement, dated August 2, 2023, between SJW Group, San Jose Water Company, SJWTX, Inc., Connecticut Water Service, Inc., JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 2, 2023.

10.68 S econd Amendment to Credit Agreement, dated August 2, 2024, between SJW Group, San Jose Water Company, SJWTX, Inc., Connecti cut Water Service, Inc., JP M organ Chase Bank , N.A., as administrati ve agent and a lender, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 2, 2024.

10.67 Amended and Restated Credit Agreement, dated September 12, 2025, between H2O America, San Jose Water Company, SJWTX, Inc., The Connecticut Water Company, and The Maine Water Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 16, 2025.

Equity Distribution Agreement, dated October 29, 2024, by and among SJW Group, BofA Securities, Inc., J.P.Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 1.1 to Form 8-K dated October 30, 2024 .

19.1 S JW Group Insider Trading Policy .

21.1 Subsidiaries of SJW Group.

10.69 Asset Purchase Agreement, dated July 7, 2025, by and among Quadvest, L.P., SJWTX, Inc., and H2O America.

Incorporated by reference to Exhibit 2.1 to Form 8-K filed on July 8, 2025 .

10.70 Asset Purchase Agreement, dated July 7, 2025, by and among Quadvest Wholesale, LLC, Quadvest, L.P., Texas Water Operation Services, LLC, SJWTX, Inc., and H2O America.

Incorporated by reference to Exhibit 2.2 to Form 8-K filed on July 8, 2025 .

19.1 H2O America Insider Trading Policy .

21.1 Subsidiaries of H2O Am erica .

23.1 Consent of Deloitte & Touche LLP .

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97.1 SJW Group Clawback Policy.

Incorporated by reference to Exhibit 97.1 to Form 10-K filed on February 23, 2024.

Incorporated by reference to Exhibit 97.1 to Form 10-K f or the year ended December 31, 202 3 .

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 27, 2025 By /s/ Eric W.

President, Chief Executive Officer and

February 26, 2026 By /s/ Andrew F.

Chief Executive Officer and

Chair of the Board

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 27, 2025 By /s/ Eric W.

President, Chief Executive Officer and

February 26, 2026 By /s/ Andrew F.

Chief Executive Officer and

Chair of the Board

(Principal executive officer)

February 27, 2025 By /s/ Andrew F.

February 26, 2026 By /s/ Ann P.

Chief Financial Officer and Treasurer

(Principal financial officer)

February 27, 2025 By /s/ Ann P.

February 26, 2026 By /s/ Megan Mattern

MEGAN MATTERN,

Chief Accounting Officer

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

What changed 10-K

Item 9A. Controls and Procedures