8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):February 20, 2026

AMERICAN STATES WATER COMPANY

(Exact Name Of Registrant As Specified In Charter)

CALIFORNIA	001-14431	95-4676679
(State or Other Jurisdiction of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

630 E. Foothill Boulevard

San Dimas, CA 91733-1212

(Address of Principal Executive Offices) (ZipCode)

Registrant’s telephone number, including

area code: (909) 394-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American<br> States Water Company Common Shares	AWR	New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On February 20, 2026, American States Water Company (the “Company”) entered into an amendment (the “Amendment”) to the Equity Distribution Agreement, dated February 27, 2024 (the “Original Equity Distribution Agreement” and, together with the Amendment, the “Equity Distribution Agreement”), by and among the Company and Wells Fargo Securities, LLC (“Wells Fargo”), Janney Montgomery Scott LLC (“JMS”), RBC Capital Markets, LLC (“RBC”), and Siebert Williams Shank & Co., LLC in their capacities as sales agents (collectively, the “Sales Agents”), in order to replace JMS as Sales Agent thereunder with Huntington Securities, Inc. (“Huntington”).

In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its Common Shares, no par value per share, having an aggregate offering price of up to $200 million, of which approximately $40.7 million is remaining, from time to time at its sole discretion, in one or more transactions, to or through third-party sales agents in “at the market” offerings under the Company’s registration statement on Form S-3 (File No. 333-277365), including the prospectus, dated February 26, 2024 and the prospectus supplement, dated February 27, 2024, as supplemented on February 20, 2026, as the same may be further amended or supplemented.

The Sales Agents, Huntington and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Sales Agents, Huntington and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company including its subsidiary, Golden State Water Company (“GSWC”), for which they received or will receive customary fees and expenses. In particular, Wells Fargo and certain affiliates of Wells Fargo, as applicable, serve as joint lead arrangers, lenders or administrative agents with respect to the credit facilities of the Company and GSWC, and an affiliate of RBC serves as a lender with respect to the credit facility of the Company.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. For additional information regarding the Equity Distribution Agreement, see Item 1.01 “Entry Into a Material Definitive Agreement” in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2024, which is incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of common stock and shall not constitute an offer, solicitation or sale in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

ExhibitNumber	Exhibit Description
1.1	Amendment to Equity Distribution Agreement, dated February 20, 2026, by and among the Company, Wells Fargo Securities, LLC, Janney Montgomery Scott LLC, Huntington Securities, Inc., RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN STATES WATER COMPANY:
/s/ Eva G. Tang
Name:	Eva G. Tang
Title:	Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer

Date: February 20, 2026

Exhibit 1.1

Execution Version

AMERICAN STATES WATER COMPANY

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

February 20, 2026

Wells Fargo Securities, LLC

30 Hudson Yards, 14^th^ Floor

New York, New York 10001

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

Janney Montgomery Scott LLC

1717 Arch Street

Philadelphia, Pennsylvania 19103

RBC Capital Markets, LLC

200 Vesey Street, 8^th^ Floor

New York, New York 10281

Siebert Williams Shank & Co., LLC

100 Wall Street, 18^th^ Floor

New York, New York 10005

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement (the “Agreement”), dated as of February 27, 2024, by and between Wells Fargo Securities, LLC (“Wells Fargo”), Janney Montgomery Scott LLC (the “Exiting Agent”), RBC Capital Markets, LLC (“RBC”), Siebert Williams Shank & Co., LLC (“Siebert”, and, together with Wells Fargo, the Exiting Agent, and RBC, the “Existing Agents”) and American States Water Company, a California corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

In connection with the foregoing, the parties hereto wish to amend the Agreement through this Amendment No. 1 to the Equity Distribution Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

SECTION 1. Amendments to the Agreement. The parties hereto agree, from and after the Effective Date, that:

(a)            The Agents listed on page 1 of the Agreement and the first paragraph of the Agreement are hereby amended and restated in their entirety to read as follows:

“Wells Fargo Securities, LLC

500 West 33^rd^ Street, 14^th^ Floor

New York, New York 10001

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

RBC Capital Markets, LLC

200 Vesey Street, 8^th^ Floor

New York, New York 10281

Siebert Williams Shank & Co., LLC

100 Wall Street, 18^th^ Floor

New York, New York 10005

Ladies and Gentlemen:

American States Water Company, a California corporation (the “Company”), confirms its agreement (this “Agreement”) with Wells Fargo Securities, LLC, Huntington Securities, Inc, RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC (each in its capacity as agent for the Company in connection with the offering and sale of any Securities (as defined below) hereunder, an “Agent” and together, the “Agents”), as follows:”

(b)            Section 14 of the Agreement is hereby amended and restated in its entirety to read as follows:

“Notices. Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, emailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to Wells Fargo at Wells Fargo Securities, LLC, 500 West 33^rd^ Street, New York, New York 10001, Attention: Equity Syndicate Department and the Special Equities Desk facsimile (212) 214-5918, Attention of Equity Syndicate Department, to Huntington Securities, Inc. at Huntington Securities, Inc., 41 South High Street, Columbus, Ohio 43215, Attention: Peter Dippolito @ peter.dippolito@huntington.com & Brian Stauffer @ brian.stauffer@huntington.com, with copy to ecm_corpservicesexecution@huntington.com, to RBC at RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8^th^ Floor, New York, New York 10281, Attention: TJ Opladen, facsimile: (212) 428-6260 and email: tj.opladen@rbccm.com, and to Siebert at Siebert Williams Shank & Co., LLC, 100 Wall Street, 18^th^ Floor, New York, New York 10005, Attention: Corporate Finance, CorporateFinanceGroup@siebertwilliams.com; notices to the Company shall be directed to it at 630 E. Foothill Boulevard, San Dimas, California 91773, Attention: Eva Tang, egtang@gswater.com.”

(c)            Exhibit B of the Agreement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment.

2

(d)            Each other reference in the Agreement to the Exiting Agent, Janney Montgomery Scott LLC, shall be replaced with “Huntington Securities, Inc.” and, if applicable, Huntington Securities, Inc.’s notice information as provided in Section 1(b) hereof.

SECTION 2. Obligations Binding upon Huntington Securities, Inc. Huntington Securities, Inc. hereby agrees to be bound by the terms of the Agreement, as amended hereby. Huntington Securities, Inc. shall be considered to be the Agent in the offering of the Securities under the Agreement on and after the Effective Date to the same extent as if it were a party to the Agreement on the date of the execution thereof.

SECTION 3. Termination of Obligations of Janney Montgomery Scott LLC. With respect to Janney Montgomery Scott LLC’s role as Agent prior to the date hereof, the amendment of Janney Montgomery Scott LLC to Exiting Agent shall be without liability of any party to any other party, except that the provisions of Sections 10, 11, 12, 16 and 18 of this Agreement shall remain in full force and effect between the Company and Janney Montgomery Scott LLC.

SECTION 4. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Securities prior to the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Agreement.

SECTION 5. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 6. Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 7. Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. This Amendment may be delivered by any party by facsimile or other electronic transmission. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment, or any document to be signed in connection with this Amendment, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

[Signature Pages Follow]

3

If the foregoing correctly sets forth the understanding between the Company, the Existing Agents and Huntington Securities, Inc., please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent.

Very truly yours,
AMERICAN STATES WATER COMPANY.
---
By:	/s/ Eva G. Tang
---	---
	Name: Eva G. Tang<br><br>Title: Senior Vice President – Finance, Chief Financial Officer, Corporate Secretary and Treasurer

[SignaturePage to Amendment No. 1 to Equity Distribution Agreement]

CONFIRMED AND ACCEPTED, as of the date first above written:

WELLS FARGO SECURITIES, LLC, as Existing Agent:

By:	/s/ Michael Tiedemann
	Name: Michael Tiedemann
	Title: Managing Director

[SignaturePage to Amendment No. 1 to Equity Distribution Agreement]

HUNTINGTON SECURITIES, INC., as Agent:

By:	/s/ Peter Dippolito
	Name: Peter Dippolito
	Title: Head of Equity Capital Markets

[Signature Page to Amendment No. 1to Equity Distribution Agreement]

JANNEY MONTGOMERY SCOTT LLC, as Exiting Agent:

By:	/s/ Caroline Hall
	Name: Caroline Hall
	Title: Chief Compliance Officer and Deputy General Counsel

[Signature Page to Amendment No. 1to Equity Distribution Agreement]

RBC CAPITAL MARKETS, LLC, as Existing Agent:

By:	/s/ Michael Ventura
	Name: Michael Ventura
	Title: Managing Director, Co-Head of U.S. Equity Capital Markets

[Signature Page to Amendment No. 1to Equity Distribution Agreement]

SIEBERT WILLIAMS SHANK &CO., as Existing Agent:

By:	/s/ David A. Finkelstein
	Name: David A. Finkelstein
	Title: Sr. Managing Director

[Signature Page to Amendment No. 1to Equity Distribution Agreement]