Item 1.01
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Entry into a Material Definitive Agreement.
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On October 29, 2024, SJW Group (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each a "Sales Agent" and, collectively, the "Sales Agents"), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share (the "Shares"), from time to time in "at-the-market" offerings, having an aggregate gross sales price of up to $200,000,000 (the "Offering").
Pursuant to the Equity Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices, in block transactions, or as otherwise agreed upon by the Company and the Sales Agents. Under the Equity Distribution Agreement, each Sales Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of any Shares sold through it acting as our Sales Agent. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.
Proceeds from Share issuances and sales, if any, will be used to finance potential future acquisitions, for general corporate purposes, which may include, among other things, financing infrastructure improvements and other capital expenditures, repayment of debt or other corporate obligations, and working capital over the term of the Equity Distribution Agreement as such needs arise.
The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-282881). The Company has filed a prospectus supplement, dated October 29, 2024, to the prospectus, dated October 29, 2024, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference. A copy of the legal opinion of Sullivan & Cromwell LLP issued in connection with the Offering is attached as Exhibit 5.1 hereto.