UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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A Letter from Our Chairman, President & CEO

Dear Fellow Stockholder:

It is my pleasure to invite you to join us for the California Water Service Group 2026 Annual Meeting of Stockholders at 9:30 a.m. Pacific Time on Wednesday, May 20, 2026. Once again, we will hold the Annual Meeting online to allow for greater participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting on the next page for more information.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares at your earliest convenience, even if you plan to attend the meeting.

A Letter from Our Lead Independent Director

Dear Fellow Stockholder:

Notice of Annual Meeting of Stockholders

The 2026 Annual Meeting of Stockholders of California Water Service Group (Group) will be held on May 20, 2026, at 9:30 a.m. Pacific Time. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast by visiting www.virtualshareholdermeeting.com/CWT2026.

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Items of Business

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Board Voting Recommendation

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See Page

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1. Election of the eleven directors named in the Proxy Statement; ​

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FOR each director nominee

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16

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2. An advisory vote to approve executive compensation; ​

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FOR

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41

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3. Ratification of the selection of Deloitte & Touche LLP as the Group’s independent registered public accounting firm for 2026; ​

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FOR

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91

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4. Such other business as may properly come before the Annual Meeting. ​

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​	​	Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible:					​	​
​	​		​	​	​	Vote online at www.proxyvote.com	​	​
​	​		​	​	​	Call toll-free from any touch-tone phone	​	​
​	​		​	​	​	Mark, sign, and date your proxy card and return it in the postage-paid envelope	​	​
​	​		​	​	​	Attend the virtual annual meeting and vote online	​	​

These matters are more fully described in the Proxy Statement accompanying this notice. We believe your vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. You may submit your proxy: (a) online, (b) by telephone, or (c) by U.S. Postal Service mail. You may revoke your proxy at any time prior to the vote at the Annual Meeting. Of course, in lieu of submitting a proxy, you may vote online during the Annual Meeting. For specific instructions, please refer to “Frequently Asked Questions” in the Proxy Statement and the instructions on the proxy card.

In the event of a technical malfunction or other situation that the Chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the Chair or Corporate Secretary will convene the meeting at 10:30 a.m. Pacific Time on the date specified above and at the address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the Chair or Corporate Secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on our Investor Relations website at https://www.calwatergroup.com/​investors.

The Group expects to mail the Proxy Materials to its stockholders commencing on April 8, 2026.

​		​	​	​	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 20, 2026:	​
​	Electronic copies of the Group’s Form 10-K, including exhibits, and this Proxy Statement will be available at www.proxyvote.com.					​

Table of Contents

​	PROXY SUMMARY	​	​	​	​	​	1	​	​
​	Our Company	​	​	​	​	​	1	​	​
​	Board of Directors Overview	​	​	​	​	​	5	​	​
​	Governance Highlights	​	​	​	​	​	9	​	​
​	Executive Compensation Overview	​	​	​	​	​	11	​	​
​	Sustainability and Governance Highlights	​	​	​	​	​	12	​	​
​	CORPORATE GOVERNANCE MATTERS	​	​	​	​	​	16	​	​
​	Proposal No. 1 — Election of Directors	​	​	​	​	​	16	​	​
​	Director Nominees	​	​	​	​	​	19	​	​
​	Corporate Governance Practices	​	​	​	​	​	25	​	​
​	EXECUTIVE COMPENSATION	​	​	​	​	​	41	​	​
​	Proposal No. 2 — Advisory Vote to Approve Executive Compensation	​	​	​	​	​	41	​	​
​	Compensation Discussion and Analysis	​	​	​	​	​	42	​	​
​	Report of the Organization and Compensation Committee of the Board of Directors on Executive Compensation	​	​	​	​	​	75	​	​
​	Organization and Compensation Committee Interlocks and Insider Participation	​	​	​	​	​	75	​	​
​	Procedures for Approval of Related Person Transactions	​	​	​	​	​	75	​	​
​	Compensation Tables	​	​	​	​	​	76	​	​
​	Summary Compensation Table	​	​	​	​	​	76	​	​
​	Grants of Plan-Based Awards for Fiscal Year Ended 2025	​	​	​	​	​	78	​	​
​	Outstanding Equity Awards at Fiscal Year Ended 2025	​	​	​	​	​	79	​	​

​	Option Exercises and Stock Vested for Fiscal Year Ended 2025	​	​	​	​	​	80	​	​
​	Pension Benefits for Fiscal Year Ended 2025	​	​	​	​	​	80	​	​
​	Non-Qualified Deferred Compensation for Fiscal Year Ended 2025	​	​	​	​	​	81	​	​
​	Potential Payments Upon Termination or Change-in-Control	​	​	​	​	​	82	​	​
​	2025 CEO Pay Ratio	​	​	​	​	​	86	​	​
​	Pay Versus Performance	​	​	​	​	​	87	​	​
​	AUDIT COMMITTEE MATTERS	​	​	​	​	​	91	​	​
​	Proposal No. 3 — Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026	​	​	​	​	​	91	​	​
​	Relationship with the Independent Registered Public Accounting Firm	​	​	​	​	​	92	​	​
​	Report of the Audit Committee	​	​	​	​	​	93	​	​
​	STOCK OWNERSHIP INFORMATION	​	​	​	​	​	94	​	​
​	Stock Ownership of Management and Certain Beneficial Owners	​	​	​	​	​	94	​	​
​	GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	​	​	​	​	​	96	​	​
​	Frequently Asked Questions	​	​	​	​	​	96	​	​
​	Cost of Proxy Solicitation	​	​	​	​	​	100	​	​
​	Electronic Availability of Proxy Statement and Annual Report	​	​	​	​	​	100	​	​
​	Other Matters	​	​	​	​	​	100	​	​
​	Stockholders Sharing an Address	​	​	​	​	​	100	​	​
​	Copies of Annual Report on Form 10-K	​	​	​	​	​	101	​	​

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning established by the Private Securities Litigation Reform Act of 1995 (the PSLRA). The forward-looking statements are intended to qualify under provisions of the federal securities laws for “safe harbor” treatment established by the PSLRA. Examples of forward-looking statements in this document include our strategy, goals, progress or expectations with respect to our approach to environmental, social, and governance, workplace and employee safety, human capital management, corporate responsibility and sustainability (collectively, ESG Information), and new acquisitions, among other topics. Forward-looking statements in this proxy statement are based on currently available information, expectations, estimates, assumptions and projections, and our management’s beliefs, assumptions, judgments and expectations about us, the water utility industry and general economic conditions. These statements are not statements of historical fact and are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks, including, among other things, the evolution of applicable laws and regulations, and the ability of our suppliers and partners to meet our sustainability standards. Consequently, actual results or outcomes may vary materially from what is contained in a forward-looking statement. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission (SEC). In light of these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition, historical, current and forward-looking ESG Information-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

ESG Information identified as material, significant or priority for purposes of, and information otherwise included in, this document is not an indication that they are considered material to Group, our investors or other stakeholders, or are required to be disclosed in our filings, in each case under SEC reporting or any other laws or requirements that apply to Group. The term “material” used in the context of our ESG Information is distinct from and should not be confused with what we consider “material” for purposes of SEC or any other mandatory reporting.

Web links are provided throughout this Proxy Statement for convenience and are inactive textual references only. The content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

Disclaimer Regarding Website

The information contained on the Group’s website, including the Sustainability Report, is not to be deemed included or incorporated by reference into this Proxy Statement.

Proxy Summary

Our Company

We Are a Leading Provider of Water and Wastewater Services in the Western United States

California Water Service Group (Group or Company) is the third largest publicly traded water and wastewater utility in the United States, providing high-quality water and wastewater services to more than two million people through four regulated subsidiaries: California Water Service, Hawaii Water Service, New Mexico Water Service, and Washington Water Service. A fifth subsidiary, TWSC, Inc., (Texas Water Service) invests in water and wastewater infrastructure in Texas. The Company celebrates its 100th anniversary in 2026, a reflection of its ability to overcome challenges and provide value to its customers, communities, stockholders, and employees.

Our Operational Imperatives

Our business strategy is built upon five operational imperatives:

In 2025, our performance reflects our focus on these operational imperatives. Among our achievements:

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We met or surpassed all water quality standards set to protect public health and safety, constructed two treatment plants to remove certain per- and polyfluoroalkyl substances (PFAS), and completed design on an additional 26 PFAS treatment plants.

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We invested a record $517 million in water and wastewater system infrastructure to provide safe, reliable service to customers while at the same time growing our rate base 11.5% to $2.64 billion.

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We entered into a 20-year agreement to purchase power from a solar photovoltaic array to be installed at our Northeast Bakersfield Treatment Plant.

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We made USA Today’s 2025 List of American Climate Leaders and were named “One of America’s Greenest Companies” by Newsweek.

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We entered into an agreement to own and operate wastewater and recycled water systems serving a master-planned, mixed-use development in San Bernardino County, California, with 500 customers initially and up to 15,000 at full buildout.

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We entered into an agreement to purchase the remaining membership interests of BVRT Utility Holding Company, LLC and become the sole owner. Our acquisition of the remaining membership interests is subject to the satisfaction of customary terms and conditions in addition to approval by the Public Utility Commission of Texas and the Group Board.

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We were named a Great Place to Work and a Top Workplace.

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We earned an A+/Stable rating from S&P Global for California Water Service Group, one of the highest credit ratings among domestic utilities.

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We increased our annual dividend by 10.71%, or $0.12, to $1.24 per common share, which includes a special one-time dividend of  $0.04 per common share.

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We contributed nearly $2 million to charitable organizations serving our communities, and nearly 50% of our employees volunteered their time during our Season of Service.

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Our 2025 financial results were in line with our expectations, given substantial inflationary pressure impacts since July 2022, when our current California rate application was filed, weather impacts on demand during the fourth quarter, and the fact that 2025 was the third year of our three-year rate case cycle in California, the period that is most affected by delayed recovery of increased costs.

We expect the California Public Utilities Commission to adopt a final decision on our 2024 California GRC on April 30, 2026, or shortly thereafter, given its March 13, 2026, issuance of a Proposed Decision in the case. This decision is reasonably timely, and we continue to work with the Commission to improve the timeliness of rate case decisions.

We Provide Long-Term Stockholder Value by Investing in Infrastructure and Growing our Rate Base

The vast majority of our operations are regulated, with 97.7% of our revenue and capital investments requiring the approval of our state utility commissions. Given that 92.3% of our consolidated revenue comes from our California subsidiary, it is important to note that our authorized return on equity in California through 2027 is 10.27%, which is among the highest in the country, and our allowed equity capital is 53%.

We provide long-term stockholder value by investing in infrastructure and growing our rate base as we are authorized by our regulators to earn a reasonable return on infrastructure investments.

Both infrastructure investments and rate base are trending upward. Since 2018, we have invested over $2.84 billion in our water and wastewater infrastructure, improving the reliability and sustainability of our water and wastewater systems.

Infrastructure Investment Improves Reliability and Sustainability,
Powers Long-Term Earnings

in millions​

This investment is the primary driver of our rate base, which powers long-term earnings. Since 2018, our compounded annual rate base growth (CAGR) has been more than 11%, with total rate base reaching $2.64 billion by the end of 2025.

Earnings Performance Driven Capital Investment/Rate Base Growth

in billions​

While earnings may fluctuate during temporary changes in demand or due to the timing of regulatory decisions, our increasing rate base provides a clear long-term measure of the strength and earnings potential of the Company for our shareholders.

This is reflected in our 10-year total shareholder return (TSR) of 120.3%, which aligns with the median TSR of the other regulated water utilities.

Constructive Regulatory Jurisdictions

Timeliness of rate case decisions impacts short-term financial performance, but constructive regulatory policies impact long-term financial success. Following are highlights of the regulatory policies in the states in which we operate.

Regulatory Framework that Supports
Long-Term Value

These highlights underscore the strength and supportive nature of the regulatory frameworks in our states of operation. In the long term, our stockholders receive value from constructive regulatory policies and framework, despite the short-term impact of regulatory lag or proceeding delays.

Our Executive Compensation Rewards Short-Term Accomplishments that Mitigate Risk and Long-Term Stockholder Value Creation

From 2021 to 2024, 92% to 96% of the votes were cast in favor of our Say-on-Pay advisory vote. However, at the 2025 Annual Meeting of Stockholders, stockholder support declined, with only 67% of the votes cast in favor of the Say-on-Pay advisory vote. Following the vote, we demonstrated our continuing commitment to engaging with and being responsive to our stockholders, requesting meetings with 22 of our largest stockholders. We engaged with every stockholder who accepted our invitation, representing 38% of our outstanding shares, seeking to better understand their perspectives on executive compensation.

Most importantly, to better align executive compensation with long-term stockholder value, we adopted total shareholder return (TSR) and three-year adjusted return on equity into the long-term performance plan.

We also raised the achievement levels for minimum and maximum performance on our short-term at-risk pay targets, which continued to reflect the five operational imperatives outlined above, all of which mitigate risk and contribute to long-term stockholder value:

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Water Quality — Water is ingestible and life sustaining. Non-compliance with regulations risks the health and safety of our customers, which would diminish customer trust.

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Customer Service — Our customer service teams are our first points of contact and primary company ambassadors. High quality, responsive service promotes customer satisfaction and earns the trust from our regulatory commissions, which are responsible for authorizing our revenues and infrastructure investments.

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Safety — Ensuring our operating teams and employees maintain a strong culture of safety reduces workplace injuries, helps manage healthcare costs, and increases employee engagement.

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Capital investment — Reinvesting in aging infrastructure to maintain a safe and reliable system, which grows our long-term earnings potential

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Earnings per share — Promoting consistent, responsible financial performance across the Company on an annual basis to grow operating results and maintain our strong dividend track record, which provides short-term stockholder value.

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In establishing the compensation of our Chairman and Chief Executive Officer (CEO), we consider market data, company performance, and his contributions to long-term stockholder value.

When we assess company performance, we look beyond stock price, which is impacted by factors both within and outside the company’s control, such as inflation, regulatory delays, and geopolitical concerns. Under the leadership of our CEO, the Company has provided a reliable supply of safe, high-quality water; responded admirably to natural disasters; met ambitious customer service standards; engaged effectively with employees; and invested in life-sustaining infrastructure.

In light of these accomplishments, we believe it is appropriate for our CEO’s future total target compensation to be within the competitive range of CEO compensation among the Company’s designated Peer Group.

However, we also believe that the CEO’s compensation must align with the long-term interests of stockholders, which is why the Organization and Compensation Committee (Committee) approved an increase in the CEO’s performance-based equity award rather than a change in his base salary or other cash at risk compensation components, which more closely aligned his total target compensation with shareholder value creation.

It is worth noting that stock price weighs significantly in setting CEO total compensation, as demonstrated by the fact that our CEO’s earned compensation in 2025 (as calculated below) was lower than both 2023 and 2024.

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Earned 2025 compensation includes salary, non equity incentive plan compensation, “all other compensation” reported in the Summary Compensation Table, and the value of stock vesting in 2025.

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Also of note, over the past five years, the Committee has maintained CEO cash compensation relatively flat while increasing the long-term performance-based stock compensation to align with stockholder interests.

Additional discussion regarding the analysis and factors considered in setting CEO compensation can be found in the “CEO Compensation” section of the “Compensation Discussion and Analysis” portion of this Proxy Statement; in summary, in 2026, the CEO’s total target compensation remains unchanged from 2025.

Board of Directors Overview

Our Director Nominees

The Group’s director nominees collectively contribute significant experience in the areas we believe to be the most relevant to overseeing the Company’s business and strategy.

Board Snapshot

Board Independence

Board Attributes and Diversity

Based on the voluntary self-identification of gender, age, race, and ethnicity by our director nominees, the graphs below represent the diversity of the director nominees.

Board Experience/Qualifications/Skills/Attributes

Our Board and Nominating/Corporate Governance Committee regularly evaluate the Board’s composition to enable the Board and the Nominating/Corporate Governance Committee to assess the skills and experience that are currently represented on the Board as a whole, and in individual directors, and to update these skills and experience as necessary in light of Group’s anticipated needs, including its current and future business and operations. Key skills and qualifications of each director nominee that the Board considered important in its decision to nominate or re-nominate that individual to the Board are summarized below. For additional information regarding our director nominees’ qualifications, please refer to their individual biographies provided below.

Governance Highlights

2025 Say-on-Pay Vote and Stockholder Engagement and Responsiveness

Our management and Board value the views of our stockholders and believe that maintaining an active dialogue with them is important to our commitment to enhance long-term stockholder value. Historically, at the annual meetings held for the prior four years, our stockholders voted in favor of the Say-on-Pay advisory vote at levels ranging from 92% to 96% of the votes cast, which the Board considered to reflect strong support by our stockholders. At the 2025 Annual Meeting of Stockholders, 67% of the votes cast supported the Say-on-Pay advisory vote.

As part of these stockholder engagement efforts, we communicated with our stockholders to deepen our understanding of their perspectives on our executive compensation programs. Based on feedback from those engagements, we found that stockholders were, consistent with our 2025 Say-on-Pay vote of 67% in favor, generally supportive of our executive compensation program and of our overall corporate governance practices. A summary of what we heard during these discussions, as well as our responses to the feedback received, is described in the “Stockholder Engagement and Say-on-Pay” section of the “Compensation Discussion and Analysis” portion of this Proxy Statement.

In addition to engagement focused on the 2025 Say-on-Pay vote and our executive compensation programs, we also participated in meetings with stockholders that expressed an interest in engaging with us. Our stockholder engagement activities included participation primarily from our senior leadership and Investor Relations team and covered topics including strategy, corporate governance, Board oversight, executive compensation, human capital management, board and leadership refreshment, as well as sustainability efforts. We also engaged various stakeholders including regulators, proxy advisory firms, credit rating agencies, ESG rating firms, and subject matter experts.

We engage with stockholders and others through multiple mediums, including quarterly investor calls and other investor-led conferences and presentations, Group-hosted investor meetings, both in-person and virtual, our virtual annual meeting of stockholders, as well as with our periodic reporting and disclosures.

As illustrated in the table below and further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, our Board has been responsive to stockholder feedback. Over the past several years, we have made numerous changes to our governance and executive compensation programs and related disclosures based on feedback from our stockholders and our annual review of market practices.

Executive Compensation Overview

We seek to closely align the total direct compensation of our officer team with performance and appropriately balance the focus on our short-term and long-term priorities with annual and long-term rewards. Providing compensation that attracts, retains, and motivates talented officers is our committed goal. Our compensation programs are designed to:

Includes annualized target compensation for all NEOs other than Mr. Kropelnicki.

Sustainability and Governance Highlights

Our Approach to Environmental, Social, and Governance (ESG)

We aim to integrate our commitment to protecting public health and the planet, caring for people, and operating with the utmost integrity into the fabric of our daily business activities. We believe focusing on Sustainability and Community Impact as an operational imperative will support the long-term resilience of our Company, our communities, and our planet

Our assessment and evaluation of priority ESG topics helps us align our sustainability programs and initiatives with our operational imperative and mission. In 2025, we conducted an assessment to evaluate both our impacts on the economy, environment, and people, along with the business impacts of ESG topics on our ability to create value over time. We considered both internal and external stakeholder perspectives to assess each topic’s impact on the Company and on the economy, environment, and people. We prioritized the topics based on evidence of impacts, risks, and opportunities, then validated the results with relevant company leaders. Our priority ESG topics, shown below, directly inform the focus of our broader ESG program and priorities, including sustainability reporting and disclosure, objective-setting, integration with our corporate strategy, and internal and external stakeholder engagement efforts.

Our sustainability objectives, informed by these topics, reflect our efforts to drive accountability, establish milestones, and measure progress. These objectives complement a range of other ongoing initiatives we have in place to manage environmental and social issues across our business. In 2025, we made progress toward our objectives, as discussed in our 2025 Sustainability Report, which we intend to make available in May 2026.

Our Enterprise Risk Management (ERM) program supports our efforts to effectively mitigate ESG risks by incorporating priority ESG topics into our ERM process. Our priority ESG topics are closely aligned with the enterprise risks we monitor through our ERM program. During our ERM review process each year, we analyze new and existing risks and develop and revise the mitigation controls. We also review and update the mapping across ERM and ESG areas and strive to integrate new and emerging ESG-related risks into our risk assessments and mitigation controls as appropriate.

For more information on our formal ESG governance structure, please refer to “Board Oversight of Risks Related to Environmental, Social Responsibility, and Governance Matters” in this Proxy Statement. Additional information on this topic is available in our latest sustainability report at www.calwatergroup.com. We expect to publish our 2025 Sustainability Report and 2025 Sustainability Analyst Download in May 2026.

Annual Sustainability Report

Our annual sustainability reports and other relevant documents, like our CDP Climate Change questionnaire response, are available at www.calwatergroup.com. Our annual sustainability reports align with the SASB Water Utilities and Services Industry Standard, follow the guidance of the Task Force on Climate-related Financial Disclosures (TCFD), and reference the 2021 Global Reporting Initiative (GRI) Universal Standards. We expect to publish our 2025 Sustainability Report and 2025 Sustainability Analyst Download, covering our activities from January 1, 2025 to December 31, 2025, in May 2026. Web links are provided throughout this Proxy Statement for convenience and are inactive textual references only. The content on the referenced websites do not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

Performance Highlights

Protecting Our Planet

Our mission as a leader in the water utility industry requires us to deliver and steward the planet’s most precious resource. In our increasingly changing and interconnected world impacted by climate change, social tensions, and technological innovations, it is more important than ever to build sustainability and resilience into everything we do. As part of our climate change resiliency strategy, we aim to:

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Reduce Group and value chain contributions to climate change by striving to minimize our Greenhouse Gas (GHG) emissions footprint, working to reduce water consumption, and continuing to advance our value chain GHG emissions inventory,

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Plan for potential climate change impacts on our business through adaptive planning pathways that develop timeframes and triggers for implementing projects while maintaining the flexibility to respond to changing climate, financial, and regulatory circumstances,

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Ramp up collaboration and advocacy by engaging extensively with regulators, policymakers, customers and communities, and industry associations on climate priorities,

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Set time-bound emission reduction goals, and

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Continue to mature disclosures by enhancing our data collection process and our climate change-related reporting.

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Serving Our Customers and Communities

Safe, high-quality water service is critical to the health and well-being of our customers. In providing it, we also seek ways to:

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promote its affordability,

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improve service,

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strengthen security, and

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prepare for emergencies.

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California Water Service Group is also committed to partnering with organizations that make a real difference in the communities we serve. Some of our 2025 accomplishments include:

Engaging Our Workforce

Our more than 1,300 employees help California Water Service Group serve more than 500 communities across five states. To develop a workforce that performs at the highest levels and reflects the communities that we serve, we have made significant investments in hiring, training, engagement, and safety. We regularly update our human resources policies and processes to:

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contribute to a stronger workforce,

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reflect our dedication to equal opportunity, diversity, and inclusion, and

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improve retention and satisfaction.

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As part of our commitment to diversity and equality, our policy has been and continues to be to maintain a zero-tolerance approach to discrimination, harassment, and retaliation. We seek to provide equal opportunity regardless of age, sex, race, ethnicity, ancestry, religion, creed, citizenship status, disability, national origin, marital status, military status, sexual orientation, gender identity, socio-economic status, or any other characteristic protected by law or any other non-job-related factor or activity. Our public Diversity, Equality, and Inclusion Policy outlines our commitments to this topic and additional information, including data on the diversity of employees based on voluntary self-identification, will be available in our 2025 Sustainable Report scheduled for publication in May 2026.

Governing with Integrity

California Water Service Group’s mission is to be a leading provider of sustainable water and wastewater services — and that starts with integrity as a core value. We hold our Board, employees, and suppliers to high ethical standards and follow best practices as we advocate for the interests of our customers, communities, employees, and future generations.

Corporate Governance Matters

The Nominating/Corporate Governance Committee assesses the composition of and criteria for membership on the Board and its committees on an ongoing basis in consideration of our current and future business and operations. In fulfilling this responsibility, the Nominating/Corporate Governance Committee takes a long-term view and seeks a variety of occupational and personal backgrounds on the Board to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board as a group.

The Nominating/Corporate Governance Committee considers a variety of factors, including:

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our long-term strategy,

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the skills and experiences that directors provide to the Board (including in the context of our business strategy),

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the performance of the Board and the organization,

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the Board’s director retirement policy,

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the Board’s view that a balanced and effective board should include members across a continuum of tenure, and

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the belief that valuable insights can be gained from diversity of backgrounds and perspectives.

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The Board assesses its effectiveness in this regard as part of the annual board and director evaluation process. As a result of these long-term strategic assessments, the Nominating/Corporate Governance Committee has articulated a set of principles on board composition, which include:

Director Nomination Process

The Nominating/Corporate Governance Committee’s regular evaluation of the composition of, and criteria for membership on, the Board is ongoing. This evaluation includes an annual review of committee assignments, committee chairs, committee effectiveness, and director succession planning. Incumbent directors eligible for re-election, nominees to fill vacancies on the Board, and any nominees recommended by stockholders all undergo a review by the Committee.

The following describes the director selection process:

Through a variety of sources, the Nominating/Corporate Governance Committee identifies new director nominees and will consider director nominees recommended by stockholders in the same manner it considers other nominees. This process is described in the following section. Stockholders seeking to recommend nominees for consideration by the Nominating/Corporate Governance Committee should submit a recommendation in writing describing the nominee’s qualifications and other relevant biographical information, together with confirmation of the nominee’s consent to serve as a director. Please submit this information to:

Stockholders may also nominate directors by adhering to the advance notice procedure described under “Frequently Asked Questions — What is the deadline for proposing a nominee for the Board or other business for consideration at a stockholders’ meeting?” in this Proxy Statement.

Director Criteria

Our Board believes our directors should possess a combination of skills, professional experience, and a diversity of backgrounds necessary to oversee our business. Also, the Board believes every director should possess certain attributes as reflected in the Board’s membership criteria.

The Nominating/Corporate Governance Committee’s charter requires that as part of the search process for each new candidate, the Committee will actively seek out diverse candidates to expand the pool from which candidates ultimately are selected based on merit. The Committee focuses on the development of a Board composed of directors that meet the criteria set forth below. The Board and Nominating/Corporate Governance Committee do not assign specific weights to any single criterion, and no particular criterion is necessarily applied to all directors or director candidates.

Director Nominees

Upon the recommendation of the Nominating/Corporate Governance Committee, our Board has nominated for election at the 2026 Annual Meeting of Stockholders a slate of eleven director nominees. All of the nominees were most recently elected by stockholders at the 2025 Annual Meeting. All directors are elected annually to serve until the next Annual Meeting and until their respective successors are elected.

Corporate Governance Practices

We are committed to objective, independent leadership on our Board and each of its committees. In addition, our Board believes the active, objective, and independent oversight of management is central to effective Board governance and serves the best interests of all stakeholders, including customers, stockholders, regulators, suppliers, employees, and the general public.

Specifically, our Board has adopted Corporate Governance Guidelines comprised of rigorous governance practices and procedures. To maintain and enhance its independent oversight, our Board has implemented measures to further enrich Board composition, leadership, and effectiveness. These measures align our corporate governance structure with achieving our strategic objectives and enable our Board to effectively communicate and oversee our culture of compliance and in-depth risk management. Our Board frequently discusses business and other matters with the senior management team and principal advisors such as our legal counsel, auditors, consultants, and financial advisors. Our Board annually reviews and approves the Corporate Governance Guidelines and charters of the Board committees to align with evolving best practices and regulatory requirements, including the New York Stock Exchange (NYSE) corporate governance listing standards. The Corporate Governance Guidelines and the current charters for the Audit, Organization and Compensation, Finance and Capital Investment, Nominating/ Corporate Governance, and Enterprise Risk Management, Safety, and Security committees are posted on our website at https://www.calwatergroup.com.

Corporate Governance Overview

We believe our Board encompasses the optimal mix of diverse backgrounds, experiences, skills, expertise, and an uncompromising commitment to integrity and sound judgment. The Board thoughtfully advises and guides management as they work to achieve our long-term strategic goals. To promote sound board structure and independence standards. Our corporate governance practices are substantially aligned with the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies, as shown in the table below.

Director Orientation and Continuing Education

Our director education about California Water Service Group and our strategy, control framework, regulatory environment, and industry begins when a director is elected to our Board and continues throughout his or her tenure on the Board. Upon joining our Board, new directors are provided with a comprehensive orientation about our company, which includes an overview of director duties and our corporate governance, one-on-one sessions with the Chairman, President & CEO, and presentations by senior management and other key management representatives on the organization’s strategy, regulatory framework, and control framework. As directors are appointed to new committees or assume a leadership role, such as committee chair, they receive additional orientation sessions specific to such responsibilities.

Board and Committee presentations, educational briefings, discussions with subject matter experts on business, governance, regulatory, and control matters help to keep directors appropriately apprised of key developments in our business and in our industry, including material changes in regulation, so they can carry out their oversight responsibilities. Each year, our directors attend at least one site visit to one of our facilities. During these site visits, directors meet with management and actively engage with our employees to learn about our operations.

Annual Evaluation of Board, Committees, and Independent Lead Director

Overview of Evaluation Process

Our Board and Committees maintain a regular and robust evaluation process to promote the effective functioning of our Board. It is important to examine Board, Committee, and director performance and to solicit and act upon feedback received from each member of our Board. Evaluations are intended to assess the effectiveness in:

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board composition and conduct,

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meeting structure,

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materials and information,

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committee composition and effectiveness,

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strategic and succession planning,

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culture and exercise of oversight, and

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continued education and access to management.

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Director Independence

Under the listing standards of the New York Stock Exchange, a director is independent if he or she has no material relationship, whether commercial, industrial, banking, consulting, accounting, legal, charitable, familial, or otherwise, with the organization, either directly or indirectly as a partner, stockholder, or executive officer of an entity that has a material relationship with us. Our Board makes an affirmative determination regarding the independence of each director annually, based on the recommendation of the Nominating/Corporate Governance Committee.

Independence Standards

Directors inform the Board as to any relationships they may have with the organization and provide other pertinent information in annual questionnaires they complete, sign, and certify. The Board reviews all relevant relationships to identify any potential impairments to director independence and to ensure compliance with applicable disclosure requirements. For those directors who reside in one of our service territories and are customers, our Board has determined that it is not a material relationship that would impair their independence under the above standards.

Board Leadership Structure and Composition

Board Leadership Structure

Our Board reviews its leadership structure regularly to confirm that it remains appropriate for the Group. The Board considers several factors in making determinations regarding the Board’s leadership structure, including:

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the strategic goals of Group,

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the various capabilities of our directors,

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the dynamics of our Board,

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investor views,

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market practices, and

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the Group’s other governance practices that promote independent Board oversight of management.

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The Board believes that a combined Chairman and CEO structure, together with a Lead Independent Director with significant and clearly defined responsibilities, a Board consisting entirely of independent directors other than Mr. Kropelnicki, and five standing Board Committees consisting entirely of independent directors, is the most appropriate Board leadership structure for the Group at this time. The Board believes that Mr. Kropelnicki, who has been President & CEO and a member of the Board since 2013 and Chairman since 2023, brings significant experience in the water and public utility industries, making him best positioned to provide strong unified leadership for the Group as the director most familiar with the Group’s business and with the risks, challenges, and opportunities for our industry. In this expanded role, Mr. Kropelnicki continues to drive forward the implementation of our business strategy and leverages his deep understanding of the Group’s business and operations to lead the Board as it considers risks related to strategy and business decisions and performs its oversight function. The Board believes this leadership structure fosters effective decision-making and alignment on corporate strategy, is appropriate to the Group’s size and complexity, and represents a cost-effective and efficient allocation of responsibilities and accountability, while providing effective and independent oversight of management.

The Board retains flexibility to change the leadership structure from time to time so that it can adjust, as appropriate, as the Group’s needs change. For information regarding the robust process that the Board undertook in determining to combine the roles of Chairman and CEO in 2023, see Group’s proxy statement for the 2023 Annual Meeting of Stockholders.

Lead Independent Director

Our Lead Independent Director is selected annually from and by the independent directors and has expansive duties and authority as included in our Corporate Governance Guidelines. Scott L. Morris has served as our Lead Independent Director since 2023. Our Corporate Governance Guidelines list the Lead Independent Director’s responsibilities and authority, which includes:

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Presiding at meetings of the Board in the absence of the Chairman of the Board;

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Presiding over executive sessions of the non-management and independent directors and calling executive sessions;

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Recommending to the Chairman of the Board items for consideration to be included in the Board meeting agendas and schedules;

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Serving as liaison between the Chairman of the Board and the independent directors; and

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Consulting and communicating with major stockholders upon request.

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In evaluating candidates for Lead Independent Director, the independent directors consider several factors, including each candidate’s corporate governance experience, board service and tenure, leadership roles, and the ability to meet the necessary time commitment. For an incumbent Lead Independent Director, the independent directors also consider the results of the annual Lead Independent Director assessment as described above.

Annual Meeting Attendance

All directors are expected to attend the Annual Meeting of Stockholders unless attendance is prevented by an emergency. Except one, all our Board members who were director nominees for our 2025 Annual Meeting attended the meeting.

Board Meetings and Committees

Board Meetings

Our policy is that all directors must be able to devote the required time to carry out director responsibilities and should attend all meetings of the Board and of committees on which they serve.

Members of the Board are expected to attend Board meetings in person unless the meeting is held by teleconference. During 2025, there were 8 meetings of the Board and collectively 17 committee meetings. All incumbent directors attended at least 75%, and on average attended 98%, of all Board and applicable committee meetings in 2025.

Committees

There are five committees within our Board of Directors, with their membership and function described below.