H2O America

Item 1.01 Entry into a Material Definitive Agreement. On July 7, 2025, H2O America (the “Company”) through its indirect subsidiary, SJWTX, Inc. (“TWC”), entered into an Asset Purchase Agreement (the “Regulated Business APA”), with Quadvest, L.P., a Texas limited partnership, as seller (“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 Retail related to the operation of Quadvest Retail’s water and sewer utility business (the “Regulated Business”) at a purchase price consisting of a base amount of $483.6 million, with certain adjustments based on capital expenditures (the “Regulated Business Transaction”). 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. Concurrently on July 7, 2025, the Company, its indirect subsidiary, Texas Water Operation Services, LLC (“TWOS”) and TWC (together with the Company and TWOS, the “Purchasers”), entered into another Asset Purchase Agreement (the “Wholesale Business APA” and together with the Regulated Business APA, the “Agreements”), with Quadvest Retail and its affiliate, Quadvest Wholesale, LLC, a Texas limited liability company (“Quadvest Wholesale” and together with Quadvest Retail, the “Sellers”), 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 the Quadvest Wholesale’s wholesale water and sewer business (the “Wholesale Business” and together with the Regulated Business, the “Businesses”) at a purchase price consisting of a base amount of $56.4 million, with certain adjustments based on capital expenditures (the “Wholesale Business Transaction”, and together with the Regulated Business Transaction, the “Transactions”). 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. As described above, among other conditions to the closing of the Transactions described in each of the Agreements, the closing of the Regulated Business Transaction is conditioned upon the simultaneous closing of the Wholesale Business Transaction, and vice versa, such that neither Transaction will be consummated unless both Transactions are consummated concurrently. The closing of each of the Transactions is also subject to certain additional conditions described in the Agreements, including (i) approval by the Public Utility Commission of Texas (the “Utility Commission” ) authorizing TWC and Quadvest Retail to consummate the Regulated Business Transaction, (ii) the expiration or termination of any required waiting periods applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Antitrust Act ” ), and (iii) certain other approvals and customary closing conditions. Each of the Agreements contains certain termination rights for the respective Purchaser and Seller, including the ability to terminate the respective Agreement by mutual consent of the parties. The termination rights in each Agreement also allow the respective Purchaser or Seller to terminate the respective Agreement if the other party materially breaches the relevant Agreement and fails to cure the breach within 30 days of notice, or if the Transactions have not been completed within 18 months of signing (subject to an extension of up to an additional 18 months if needed to obtain approval by the Utility Commission to consummate the Regulated Business Transaction), subject to certain conditions. In addition, the Regulated Business APA provides that TWC will pay Quadvest Retail an aggregate termination fee of $21 million if the Regulated Business APA is terminated by TWC due to a final and non-appealable order of any court or other governmental or regulatory authority, that has not been vacated, withdrawn or overturned, restraining, enjoining or otherwise prohibiting consummation of the Regulated Business Transaction or if a governmental or regulatory authority imposes conditions on the consummation of the Regulated Business Transaction which has or is reasonably expected to have, a material and negative impact on the business, properties, financial condition or results of operations of the Company or the Regulated Business. In each of the Agreements, the Purchasers and the Sellers have made customary representations and warranties and have agreed to customary covenants relating to the sale of each of the Businesses, including the requirement that each of the Sellers conduct their respective Businesses in the ordinary course, and to comply with certain additional covenants regarding the operation of each of the Businesses prior to the closing of the Transactions. In connection with the Transactions, the Sellers and their beneficial owners will also enter into separate agreements which provide certain non-compete, non-solicitation and non-disparagement protections to the Purchasers for a period of three years after the closing of the Transactions. Subject to certain limitations, each of the Purchasers and the Sellers have agreed to indemnify each other for losses arising from certain breaches of each of the respective Agreements and certain other liabilities as described in the Agreements. The Purchasers have obtained a commitment for “representations and warranties” insurance which will provide coverage for certain breaches of representations and warranties of the Sellers contained in the respective Agreements, subject to certain deductibles, exclusions, policy limits and certain other terms and conditions. The foregoing descriptions of the Agreements are not complete and are qualified in their entirety by reference to each of the Agreements, copies of which are attached hereto as Exhibit 2.1 and 2.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure. On July 8, 2025, the Company issued a press release announcing the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 of Form 8-K by reference. The information in Item 7.01, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.