Global Water Resources, Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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ITEM 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, none of our directors or officers (as defined in Exchange Act Rule 16a-1(f))adopted orterminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1 trading arrangement,” each as defined in Item 408 of Regulation S-K.
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2026, Global Water Resources, Inc. (the “Company”) entered into new employment agreements (the “Employment Agreements”) with each of Ron Fleming, the Company’s President and Chief Executive Officer, Michael J. Liebman, the Company’s Chief Financial Officer, and Christopher D. Krygier, the Company’s Chief Operating Officer (each, an “Executive”), effective August 12, 2026. The Employment Agreements replace the Company’s existing employment agreements with each of the Executives. Unless terminated earlier in accordance with its terms, each of the Employment Agreements’ terms continues until January 1, 2030, and will automatically renew for one or more additional 12-month periods, unless either the Company or the Executive provides notice of termination to the other party prior to the end of the then-current term.
For calendar year 2026, the Employment Agreements provide that Mr. Fleming, Mr. Liebman, and Mr. Krygier will receive an annual base salary of $603,750, $450,800, and $352,188, respectively. The Company’s Board of Directors (the “Board”) or its compensation committee (the “Compensation Committee”) may review the base salaries on an annual basis to determine whether any additional increases are appropriate.
In addition, the Executives may be entitled to annual incentive compensation as determined (a) in the discretion of the Board (or the Compensation Committee) or (b) pursuant to any incentive compensation program adopted by the Company from time to time. For each calendar year, Mr. Fleming, Mr. Liebman, and Mr. Krygier will be eligible to receive up to 33.33%, 28.57% and 25%, respectively, of their base salaries as target incentive compensation in the form of a cash bonus and/or restricted stock units in the discretion of the Compensation Committee, with no more than 50% of the incentive compensation being paid in the form of restricted stock units for 2026. The Board or the Compensation Committee will grant any restricted stock units following the end of the performance period and such restricted stock units will vest in equal quarterly installments over a period of three years. For 2027 and each year thereafter, 100% of the incentive compensation shall be paid in the form of cash. The value of the restricted stock units or other equity awards will be determined in accordance with the Global Water Resources, Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”) or such other equity plan as may be adopted by the Company.
For 2027 and each year thereafter, the Executives are each respectively entitled to grants of restricted stock (the “Restricted Shares”) in an amount equal to 50% of their then-current annual base salary, provided each Executive remains employed on the last day of the applicable calendar year. The Restricted Shares will be granted by the Compensation Committee in the first quarter of the calendar year following the end of the applicable calendar year, with the first grant to be made in the first quarter of 2028, provided the Executive is employed on December 31, 2027. The Restricted Shares will vest in three substantially equal annual installments beginning on December 15th following the date of grant. The grant of Restricted Shares shall be subject to the terms of the Omnibus Plan and the award agreement relating to the Restricted Shares, as well as continued employment through the respective grant date.
If any of the Executive’s employment is:
voluntarily terminated by the Executive without Good Reason (as defined in each Employment Agreement) or if the Company terminates the Executive’s employment for Cause (as defined in each Employment Agreement), then (i) the Company will be obligated to pay the Executive’s then current base salary through the date of termination and any incentive compensation earned in previous years but not yet paid; and (ii) no incentive compensation shall be payable for the year in which the termination occurs. In addition, any unvested equity-based awards shall be forfeited.
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voluntarily terminated by the Executive with Good Reason, or if the Company terminates the Executive’s employment without Cause (including by providing notice of non-renewal), then (i) the Company will be obligated to pay the Executive’s then current base salary through the date of termination and any incentive compensation earned in previous years but not yet paid; (ii) no incentive compensation shall be payable for the year in which the termination occurs (except if the termination occurs during the last six months of the Company’s fiscal year, the Executive may be entitled to certain pro rata payments); (iii) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive for the COBRA premiums as specified in the Employment Agreements; (iv) any equity based awards previously granted will become fully vested and exercisable and all restrictions on restricted awards will lapse; and (v) the Company will pay Mr. Fleming, Mr. Liebman, and Mr. Krygier an amount equal to 4 times, 3.9 times, and 3.6 times, respectively, their current base salary as of the date of termination.
If the Executive terminates their employment with the Company with Good Reason, or if the Company terminates the Executive’s employment without Cause within 24 months following a Change of Control (as defined in the Employment Agreements) of the Company, Mr. Fleming, Mr. Liebman, and Mr. Krygier will be entitled to a lump-sum cash payment equal to 4 times, 3.9 times, and 3.6 times, respectively, their current base salary as of the date of the Change of Control. In addition, all outstanding equity or stock price-based awards previously granted to the Executive will become fully vested and exercisable and all restrictions on restricted awards will lapse upon any Change of Control, regardless of whether the Executive remains employed by the Company or its successor following the Change of Control. The Employment Agreements also contain a “best-net” provision, which provides that if Internal Revenue Code Section 280G applies to the payments and such payments trigger an excise tax, then the payments may be reduced to an amount that will not trigger the excise tax, if such reduction would result in a greater amount paid to the Executive.
The payments due on termination of employment and termination following a Change of Control to any Executive are subject to the requirement that the Executive executes the release agreement in the form attached as an exhibit to the Employment Agreements.
The foregoing description of the Employment Agreements is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreements, which are filed as Exhibits 10.3, 10.4 and 10.5 to this report and are incorporated by reference herein.
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