SCHEDULE 13D: Andrew M. Cohn and Amy Cohn Increase Stake in Global Water Resources to 8.7%

Andrew M. Cohn and Amy Cohn have significantly increased their beneficial ownership in Global Water Resources, Inc., acquiring an additional 252,000 shares for $2.52 million, bringing their total stake to 8.7% of outstanding common stock.

Summary

• Andrew M. Cohn and Amy Cohn, as Reporting Persons, have filed a Schedule 13D indicating a significant increase in their beneficial ownership of Global Water Resources, Inc. common stock.
• On March 27, 2025, the Reporting Persons acquired an additional 252,000 shares of Common Stock for a total consideration of $2,520,000, funded by their personal funds.
• Following this acquisition, the Reporting Persons beneficially own an aggregate of 2,423,378 shares of Common Stock, representing 8.7% of the outstanding shares.
• The shares are primarily held for investment purposes, though the Reporting Persons may consider selling them in the future.
• A Standstill Agreement is in place between Andrew M. Cohn, other shareholders (Levine Investments Limited Partnership, William S. Levine, Jonathan Levine), and Global Water Resources, Inc., limiting further equity acquisitions without company consent.
• Under the Standstill Agreement, Andrew M. Cohn and his affiliates may acquire equity up to 9.9% of the total voting power, and a Shareholder who is a Board Director may receive equity compensation up to 49.0% of the voting power, with cash compensation replacing equity if this threshold is exceeded.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. An increased stake by a significant investor suggests confidence, and the stated 'investment purposes' implies a long-term view. However, the explicit mention of potentially selling shares and the limitations imposed by the Standstill Agreement temper the overall positive sentiment.

Positives

• The acquisition of additional shares by Andrew M. Cohn and Amy Cohn demonstrates increased investor confidence in Global Water Resources, Inc.
• The investment is stated to be for 'investment purposes,' suggesting a long-term view by the Reporting Persons.

Risks

• The Standstill Agreement limits the ability of Andrew M. Cohn and other specified shareholders to significantly increase their stake beyond certain thresholds (9.9% for Andrew M. Cohn, 49.0% for a Board Director shareholder), which could restrict future strategic maneuvers or influence.
• The Reporting Persons explicitly state they 'may consider and pursue a variety of alternatives, including, without limitation, selling the shares,' which introduces potential future selling pressure.

Future Outlook

The Reporting Persons acquired the shares with the intent of holding them for investment purposes, but retain the flexibility to consider and pursue various alternatives, including selling the shares. A Standstill Agreement limits future acquisitions by Andrew M. Cohn and related parties to specific thresholds (9.9% for Andrew M. Cohn and affiliates, 49.0% for a Board Director shareholder and affiliates).

Industry Context

This filing indicates a significant individual investor's increased stake in a water utility company. In the utility sector, stable cash flows and essential services often attract long-term investors. A substantial ownership stake by an individual or family, especially one involved in real estate investment, could signal confidence in the company's asset base and growth potential within the regulated water sector.

Corporate Governance

Related Party Transactions

• The Securities Purchase Agreement for the acquisition of 252,000 shares was between the Reporting Persons and Global Water Resources, Inc. itself.
• The Standstill Agreement involves Andrew M. Cohn (a Reporting Person) and other shareholders, including William S. Levine and Jonathan Levine, who are likely significant investors or potentially related to the company's governance (e.g., board members), indicating a structured relationship between major shareholders and the company.

Stakeholder Impact

• **Shareholders**: The increased stake by a significant investor could be viewed positively, signaling confidence. The Standstill Agreement provides clarity on the limits of influence for certain large shareholders, potentially reducing uncertainty.
• **Management**: The Standstill Agreement offers a degree of protection against aggressive shareholder activism from the named parties, allowing management to focus on long-term strategy without immediate pressure from these specific large holders.

Next Steps

• The Reporting Persons may continue to hold their shares for investment.
• The Reporting Persons may consider selling their shares in the future.
• Andrew M. Cohn and his affiliates may purchase additional equity securities up to 9.9% of the voting power, as permitted by the Standstill Agreement.

Key Dates

Keywords

Global Water Resources, GWRS, Schedule 13D, Beneficial Ownership, Andrew M. Cohn, Amy Cohn, Stock Acquisition, Investment, Standstill Agreement, Water Utility, SEC Filing