H2O America美股招股说明书(2026-03-02版)

Common stock We are offering $150,000,000 of shares of our common stock, par value $0.001 per share in this offering. In addition, the forward sellers referredto below are offering $400,000,000 of shares of our common stock. We expect to enter into forward sale agreements with each of JPMorganChase Bank, National Association, and Wells Fargo Bank, National Association, which are referred to as the “forward purchasers,” with respect toan aggregate of $400,000,000 of shares of our common stock. In connection with these forward sale agreements, the forward purchasers or theiraffiliates and/or agents, which are referred to in such capacity as the “forward sellers,” at our request, are borrowing from third parties and sellingto the underwriters an aggregate of $400,000,000 of shares of our common stock. If in the good faith, commercially reasonable judgment of aforward purchaser, it or its affiliate is unable to borrow and deliver for sale on the anticipated closing date, a number of shares of our commonstock underlying its forward sale agreement, or it or its affiliate would be unable to borrow, at a stock loan rate not greater than a specified rate,and deliver for sale on the anticipated closing date such number of shares of our common stock, or if certain other conditions to such forwardseller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters a number of shares of our common stock equalto the number of shares that such forward seller does not borrow and deliver. We expect to receive proceeds from the sale of $150,000,000 of shares of common stock sold by us in this offering, but we will not initiallyreceive any proceeds from the sale of the shares of our common stock sold by the forward sellers to the underwriters, except in certaincircumstances described in this prospectus supplement, including the last sentence of the previous paragraph. Each forward sale agreementprovides for settlement on a settlement date or dates to be specified at our discretion on or prior to March, 2028. If we elect to cash settle all ora portion of the forward sale agreements, we may not receive any proceeds from such election, and we may owe cash to one or more of theforward purchasers. If we elect to net share settle all or a portion of the forward sale agreements, we will not receive any cash proceeds fromsuch election, and we may owe shares of our common stock to one or more of the forward purchasers. See “Underwriting (Conflicts of Interest)— Forward Sale Agreements” for a description of the forward sale agreements. We intend to use the net proceeds from this offering, together with the Debt Financing (as defined herein), to finance our proposed acquisition ofQuadvest, L.P. and Quadvest Wholesale, LLC, or the “Quadvest Acquisition,” and to pay related fees and expenses. This offering is notconditioned on the consummation of the Quadvest Acquisition or the Debt Financing. The Quadvest Acquisition, if completed, will occursubsequent to the closing of this offering. If for any reason the Quadvest Acquisition does not close, then we expect to use the net proceeds fromthis offering for general corporate purposes, which may include acquisitions, capital expenditures, share repurchases or debt repayment, and wewill not have any obligation to repurchase any or all of the shares of our common stock sold in this offering. See “Summary — The QuadvestAcquisition” and “Use of Proceeds.” Our common stock is listed on the Nasdaq Global Select Market, or “Nasdaq,” under the symbol “HTO”. On February27, 2026, the closing pricefor our common stock was $53.79 per share. Per shareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds, before expenses, to us$$(1) (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately $(orapproximately $if the underwriters’ option to purchase additional shares of our common stock is exercised in full, as described indetail below). We expect to receive net proceeds, before expenses, from the sale of our common stock of approximately $upon fullphysical settlement of the forward sale agreements, which we expect to occur on or prior to March, 2028. For purposes of calculating theestimated net proceeds to us, we have assumed that the forward sale agreements are fully physically settled based on the initial forwardsale price of $per share, which is equal to the price to the public per share less the underwriting discount shown above. The forwardsale price is subject to adjustment pursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as describedin this prospectus supplement. Although we expect to settle the forward sale agreements entirely by the full physical delivery of shares ofour common stock to the forward purchasers in exchange for cash proceeds, we may, except in certain circumstances, elect cashsettlement or net share settlement for