UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~ The Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (date of ~~1934~~earliest event reported): March 12, 2026

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

AMERICAN STATES WATER COMPANY

(Exact ~~Name~~name Ofof ~~Registrant~~registrant Asas ~~Specified~~specified Inin ~~Charter~~its charter)

CALIFORNIA	001-14431	95-4676679
California			001-14431		95-4676679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)			(Commission File Number)		(I.R.S. Employer Identification No.)
630 East Foothill Blvd.			San Dimas	CA	91773-1212
(Address of Principal Executive Offices)					(Zip Code)

~~630~~(909) E.394-3600 ~~Foothill Boulevard~~

~~San~~Registrant's ~~Dimas~~telephone number, CAincluding ~~91733-1212~~area code

~~(Address~~GOLDEN ofSTATE ~~Principal~~WATER ~~Executive Offices) (Zip Code)~~COMPANY

~~Registrant’s~~ ~~telephone~~(Exact ~~number,~~name ~~including area~~of ~~code:~~registrant ~~(909)~~as ~~394-3600~~specified in its charter)


California	001-12008		95-1243678
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

630 East Foothill Blvd.	San Dimas	CA	91773-1212
(Address of Principal Executive Offices)			(Zip Code)

Not Applicable

(Former name or former address, if changed since last report.)

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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ~~240.~~14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement 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 States Water Company Common Shares	AWR	New 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~~Section ~~1.01.~~5 ~~Entry~~- ~~into~~Corporate aGovernance ~~Material~~and ~~Definitive Agreement.~~Management

OnItem ~~February 20, 2026, American States Water Company~~ 5.02(~~the “Company”~~e) 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., Compensatory ~~LLC~~Arrangements inof ~~their~~Certain ~~capacities as sales agents (collectively, the “Sales Agents”), in order to replace JMS as Sales Agent thereunder with Huntington Securities, Inc~~Officers. ~~(“Huntington”).~~

InOn ~~accordance~~March ~~with~~12, 2026, the ~~terms~~Compensation Committee of the ~~Equity~~Board ~~Distribution Agreement,~~of ~~the~~Directors ~~Company~~approved ~~may~~an ~~offer~~award ~~and~~of ~~sell~~time-vested ~~its~~restricted ~~Common~~stock ~~Shares,~~units noand ~~par~~performance ~~value~~awards ~~per~~in ~~share,~~the ~~having~~form anof ~~aggregate~~restricted ~~offering~~stock ~~price~~units ofto upRobert toJ. ~~$200 million~~Sprowls, President and Chief Executive Officer of ~~which~~American ~~approximately~~States ~~$40.7~~Water ~~million~~Company, isGolden ~~remaining~~State Water Company, ~~from~~and ~~time~~American toStates ~~time~~Utility atServices, Inc. and its ~~sole~~subsidiaries; ~~discretion~~Eva G. Tang, inSenior ~~one~~Vice orPresident ~~more~~– ~~transactions~~Finance, ~~to or~~Chief ~~through~~Financial ~~third-party~~Officer ~~sales~~and ~~agents~~Corporate inSecretary ~~“at~~of ~~the~~American ~~market”~~States ~~offerings~~Water ~~under~~Company, ~~the~~Golden State Water Company’s, ~~registration~~and ~~statement~~American onStates ~~Form S-3 (File~~Utility NoServices, Inc. ~~333-277365)~~ and its subsidiaries and Treasurer of American States Water Company; Paul J. Rowley, ~~including~~Senior ~~the~~Vice ~~prospectus~~President – Regulated Water Utility of Golden State Water Company; Christopher H. Connor, ~~dated~~Senior ~~February 26~~Vice President – American States Utility Services, ~~2024~~Inc. and ~~the~~its ~~prospectus~~subsidiaries; ~~supplement~~and Gladys M. Farrow, ~~dated~~Assistant ~~February 27~~Secretary of American States Water Company, ~~2024,~~ asVice ~~supplemented~~President on– ~~February 20~~Finance, ~~2026~~Treasurer and Assistant Secretary of Golden State Water Company, asand ~~the~~Treasurer ~~same~~and ~~may~~Assistant beSecretary ~~further~~of ~~amended~~American orStates ~~supplemented~~Utility Services, Inc. and its subsidiaries.

~~The~~Mr. ~~Sales Agents~~Sprowls, ~~Huntington~~Ms. ~~and~~Tang, ~~their~~Mr. ~~respective affiliates~~Rowley, ~~are~~Mr. ~~full~~Connor ~~service~~and ~~financial~~Ms. ~~institutions~~Farrow ~~engaged~~were inawarded ~~various~~time-vested ~~activities,~~restricted ~~which~~stock ~~may~~units ~~include~~in ~~sales~~the ~~and~~amount ~~trading,~~of ~~commercial and investment banking~~7, ~~advisory~~362, ~~investment management~~1, ~~investment research~~071, ~~principal investment~~1, ~~hedging~~071, ~~market making~~1,124 ~~brokerage~~ and ~~other~~ ~~financial~~770 ~~and~~restricted ~~non-financial~~stock ~~activities~~units, ~~and~~respectively, ~~services.~~effective ~~The~~March ~~Sales Agents~~12, ~~Huntington~~2026. These ~~and~~awards ~~their~~vest ~~respective affiliates have provided,~~ and ~~may~~restrictions inlapse on the ~~future provide~~first, asecond ~~variety~~and ofthird ~~these~~anniversaries ~~services~~of to the ~~Company~~grant ~~and~~date toin ~~persons and entities with relationships with~~ the ~~Company including~~percentages ~~its~~of ~~subsidiary~~33%, ~~Golden~~33% ~~State~~and ~~Water~~34%, ~~Company (“GSWC”)~~respectively, ~~for which they received~~ or ~~will~~earlier ~~receive~~on ~~customary~~the ~~fees~~date ~~and expenses.~~of ~~In particular~~death, ~~Wells~~disability ~~Fargo~~or ~~and~~retirement ~~certain~~of ~~affiliates~~the ofexecutive. ~~Wells~~Under ~~Fargo,~~the asterms ~~applicable,~~of ~~serve~~each asrestricted ~~joint~~stock ~~lead~~unit ~~arrangers~~grant, ~~lenders~~each orofficer ~~administrative agents~~will ~~with~~be ~~respect~~entitled to ~~the~~receive ~~credit~~dividends ~~facilities~~payable ofin ~~the~~additional ~~Company~~restricted ~~and~~stock ~~GSWC,~~units ~~and~~equal anto ~~affiliate~~the amount of ~~RBC~~dividends ~~serves~~payable ason aan ~~lender~~equivalent ~~with~~number ~~respect to the credit facility~~ of the Company’s common shares.

The ~~foregoing~~target ~~summary~~amount of the ~~Amendment~~performance isawards ~~not~~granted ~~complete~~ to Mr. Sprowls, Ms. Tang, Mr. Rowley, Mr. Connor and Ms. Farrow is ~~qualified~~22,088, in1,071, ~~its~~1,071, ~~entirety~~1,125 byand ~~reference~~769, torespectively. ~~the~~These ~~full~~awards vest and ~~complete~~restrictions ~~text~~lapse ofon December 31, 2026, 2027 and 2028 in the ~~Amendment~~percentages of 33%, a33% ~~copy~~and 34%, respectively, or earlier on the date of ~~which~~death, isdisability ~~filed~~or asretirement ~~Exhibit 1~~of the executive.~~1 hereto~~ ~~and~~Each isexecutive ~~incorporated~~officer ~~herein~~will bybe ~~reference.~~entitled ~~For~~to ~~additional~~receive ~~information~~common ~~regarding~~shares equal to the ~~Equity~~amount ~~Distribution~~of ~~Agreement,~~restricted ~~see~~stock ~~Item~~units 1earned at the end of the performance period.~~01 “Entry~~ ~~Into~~Each aof ~~Material~~the ~~Definitive~~executive ~~Agreement”~~officers will also be entitled to receive dividends payable in additional restricted stock units equal to the ~~Company’s~~amount ~~Current~~of ~~Report~~dividends payable on ~~Form 8-K,~~an ~~filed~~equivalent ~~with~~number of the ~~Securities and~~Company’s ~~Exchange~~common ~~Commission~~shares onto ~~February 27,~~the ~~2024,~~extent ~~which~~that isthe ~~incorporated~~underlying byrestricted ~~reference~~stock ~~herein~~units are earned.

~~This~~Each ~~Current~~of ~~Report~~the onperformance ~~Form 8-K~~criteria ~~shall not~~set ~~constitute~~forth anin ~~offer~~the toform ~~sell~~of orperformance ~~the~~award ~~solicitation~~agreement ofattached anas ~~offer~~Exhibit 10.1 apply to ~~buy~~the ~~shares~~performance ofaward ~~common~~granted ~~stock~~to Mr. Sprowls, Ms. Tang and ~~shall~~Ms. ~~not~~Farrow, ~~constitute~~except anthe ~~offer~~American States Utility Services, ~~solicitation~~ orInc. ~~sale~~(“ASUS”) innew ~~any~~base ~~state~~acquisition insuccess ~~which~~rate ~~such~~performance ~~offer,~~criteria. The ~~solicitation~~total orshareholder ~~sale~~return ~~would~~and beGolden ~~unlawful~~State ~~prior~~Water Company operating expense level criteria apply to ~~registration~~the orperformance ~~qualification under~~award granted to Mr. Rowley. The total shareholder return, ASUS cumulative net earnings and ASUS new base acquisition success rate performance criteria apply to the ~~securities~~performance ~~laws~~award ofgranted ~~any~~to ~~such~~Mr. ~~state~~Connor.

~~Item~~Section 9~~.01~~ – Financial ~~Statements~~Statement and Exhibits.

Exhibit Number	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)

Item 9.01. Financial Statements and Exhibits

SIGNATURES


Exhibit No.						Description
10.1						2026 Performance Award Agreement*

~~Pursuant~~*Management tocontract ~~the~~or ~~requirements~~compensatory ~~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~~arrangement.

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

~~Date:~~Pursuant ~~February 20~~to the requirements of the Securities Exchange Act of 1934, ~~2026~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			AMERICAN STATES WATER COMPANY:
March 13, 2026			/s/ Eva G. Tang
			Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer


			GOLDEN STATE WATER COMPANY:
March 13, 2026			/s/ Eva G. Tang
			Eva G. Tang Senior Vice President-Finance, Chief Financial Officer and Secretary

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