H2O America美股招股说明书(2026-03-04版)

Common stock We are offering 3,937,654shares of our common stock, par value $0.001 per share in this offering. In addition, the forward sellers referred to below areoffering 7,547,170 shares of our common stock. We expect to enter into forward sale agreements with each of JPMorgan Chase Bank, NationalAssociation, and Wells Fargo Bank, National Association, which are referred to as the “forward purchasers,” with respect to an aggregate of 7,547,170shares of our common stock. In connection with these forward sale agreements, the forward purchasers or their affiliates and/or agents, which are referredto in such capacity as the “forward sellers,” at our request, are borrowing from third parties and selling to the underwriters an aggregate of 7,547,170 sharesof our common stock. If in the good faith, commercially reasonable judgment of a forward purchaser, it or its affiliate is unable to borrow and deliver for saleon the anticipated closing date, a number of shares of our common stock underlying its forward sale agreement, or it or its affiliate would be unable toborrow, 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 commonstock, or if certain other conditions to such forward seller’s obligations have not been satisfied, then we will issue and sell directly to the underwriters anumber of shares of our common stock equal to the number of shares that such forward seller does not borrow and deliver. We expect to receive proceeds from the sale of 3,937,654 shares of common stock sold by us in this offering, but we will not initially receive any proceedsfrom the sale of the shares of our common stock sold by the forward sellers to the underwriters, except in certain circumstances described in thisprospectus supplement, including the last sentence of the previous paragraph. Each forward sale agreement provides for settlement on a settlement date ordates to be specified at our discretion on or prior to March 2, 2028. If we elect to cash settle all or a portion of the forward sale agreements, we may notreceive any proceeds from such election, and we may owe cash to one or more of the forward purchasers. If we elect to net share settle all or a portion ofthe forward sale agreements, we will not receive any cash proceeds from such election, and we may owe shares of our common stock to one or more ofthe 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 of Quadvest,L.P. and Quadvest Wholesale, LLC, or the “Quadvest Acquisition,” and to pay related fees and expenses. This offering is not conditioned on theconsummation of the Quadvest Acquisition or the Debt Financing. The Quadvest Acquisition, if completed, will occur subsequent to the closing of thisoffering. If for any reason the Quadvest Acquisition does not close, then we expect to use the net proceeds from this offering for general corporatepurposes, which may include acquisitions, capital expenditures, share repurchases or debt repayment, and we will not have any obligation to repurchaseany or all of the shares of our common stock sold in this offering. See “Summary — The Quadvest Acquisition” 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 price for ourcommon stock was $53.79 per share. Per shareTotalPublic offering price$53.00$ 608,695,672Underwriting discounts and commissions$ 1.7225$ 19,782,609Proceeds, before expenses, to us$51.2775$588,913,063(1) (1)We expect to receive estimated net proceeds from the sale of shares of our common stock, before expenses, of approximately $201.9million (orapproximately $290.2million if the underwriters’ option to purchase additional shares of our common stock is exercised in full, as described in detailbelow). We expect to receive net proceeds, before expenses, from the sale of our common stock of approximately $387.0million upon full physicalsettlement of the forward sale agreements, which we expect to occur on or prior to March 2, 2028. For purposes of calculating the estimated netproceeds to us, we have assumed that the forward sale agreements are fully physically settled based on the initial forward sale price of $51.2775pershare, which is equal to the price to the public per share less the underwriting discount shown above. The forward sale price is subject to adjustmentpursuant to the forward sale agreements, and the actual proceeds, if any, will be calculated as described in this prospectus supplement. Although weexpect to settle the forward sale agreements entirely by the full physical delivery of shares of our common stock to the forward purchasers inexchange for cash proceeds, we may, except