8-K
UNITIL CORP false 0000755001 0000755001 2026-02-19 2026-02-19
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2026

 

 

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New Hampshire   1-8858   02-0381573
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

6 Liberty Lane West, Hampton, New Hampshire   03842-1720
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (603) 772-0775

N/A

(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:

 

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

 

Name of each exchange
on which registered

Common Stock, no par value   UTL   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 1.01 Entry into a Material Definitive Agreement

Distribution Agreement

As previously reported, on June 3, 2025, Unitil Corporation, a New Hampshire corporation (the “Company”), entered into a Distribution Agreement (the “Distribution Agreement”) with Janney Montgomery Scott LLC and Scotia Capital (USA) Inc., as agents and/or forward sellers, and Janney Montgomery Scott LLC and The Bank of Nova Scotia, as forward purchasers, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $50 million of its common stock, no par value (the “Shares”). The Company summarized the material terms and conditions of the Distribution Agreement in a Current Report on Form 8-K dated June 3, 2025.

On February 19, 2026, (i) the Company and Janney Montgomery Scott LLC mutually terminated the Distribution Agreement with respect to Janney Montgomery Scott LLC, in its capacity as an agent and/or forward seller and as a forward purchaser thereunder and (ii) the Company entered into Amendment No. 1 to Distribution Agreement (the “Amendment to Distribution Agreement”) with Huntington Securities, Inc. and Scotia Capital (USA) Inc., as agents and/or forward sellers, and Huntington Securities, Inc. and The Bank of Nova Scotia, as forward purchasers. The Amendment to Distribution Agreement amended the Distribution Agreement to replace Janney Montgomery Scott LLC, in its capacities as an agent and/or forward seller and as a forward purchaser, with Huntington Securities, Inc.

The offer and sales of the Shares, if any, made pursuant to the Distribution Agreement (as amended), will be made under the Company’s Registration Statement on Form S-3ASR, which was previously filed with the Securities and Exchange Commission and became automatically effective on June 3, 2025, as supplemented by a prospectus supplement, dated June 3, 2025 and a prospectus supplement no. 1, dated February 19, 2026.

Neither the Company nor any of its controlled affiliates has any material relationship with Huntington Securities, Inc., Scotia Capital (USA) Inc., or The Bank of Nova Scotia, other than with respect to (i) the Distribution Agreement, as amended, (ii) the debt commitment letter dated May 6, 2025 between the Company and The Bank of Nova Scotia relating to the acquisition of Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc., (iii) advice provided by The Bank of Nova Scotia or its affiliates in connection with the acquisition of Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc., (iv) the Credit Agreement dated as of October 31, 2025 among the Company, The Bank of Nova Scotia, as a lender, and The Bank of Nova Scotia, as administrative agent, relating to the acquisition of Maine Natural Gas Corporation, (v) advice provided by The Bank of Nova Scotia or its affiliates in connection with the acquisition of Maine Natural Gas Corporation, (vi) the debt commitment letter dated July 8, 2024 between the Company and The Bank of Nova Scotia relating to the acquisition of Bangor Natural Gas Company, (vii) advice provided by The Bank of Nova Scotia or its affiliates in connection with the acquisition of Bangor Natural Gas Company, and (viii) other customary banking and investment banking relationships.

The foregoing description of the material terms of the Amendment to Distribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment to Distribution Agreement. A copy of the Amendment to Distribution Agreement is filed as Exhibit 10.1 hereto.

The Amendment to Distribution Agreement has been included to provide investors with information regarding its terms. The Amendment to Distribution Agreement is not intended to provide any factual information about the Company or any of its subsidiaries. The representations, warranties and covenants contained in the Amendment to Distribution Agreement were, are or will be made only for purposes of the Amendment to Distribution Agreement and as of specific dates, are solely for the benefit of the parties to the Amendment to Distribution Agreement, and are subject to limitations, modifications, qualifications, or exceptions agreed upon by the parties to the Amendment to Distribution Agreement. Moreover, the representations and warranties contained in the Amendment to Distribution Agreement generally were,


are or will be made for the purpose of allocating contractual risk among the parties to the Amendment to Distribution Agreement instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to the Amendment to Distribution Agreement that differ from those applicable to investors. Investors are not third-party beneficiaries under the Amendment to Distribution Agreement and should not rely on the representations, warranties and covenants contained therein or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its subsidiaries or any of their respective subsidiaries or affiliates. Additionally, information concerning the subject matter of the representations and warranties contained in the Amendment to Distribution Agreement may change after the date of the Amendment to Distribution Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Amendment to Purchase Agreement

As previously reported, on May 6, 2025, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Company and Aquarion Water Authority, a public corporation and political subdivision of the state of Connecticut (“Seller”), and, solely with respect to Section 9.25 and Section 9.26 thereof, South Central Connecticut Regional Water Authority (“RWA”). Pursuant to the Purchase Agreement, the Company agreed to acquire all of the issued and outstanding shares of common stock of Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc. from Seller. The Company summarized the material terms and conditions of the Purchase Agreement in a Current Report on Form 8-K dated May 6, 2025.

As previously disclosed, on January 23, 2026, the Company entered into an Amendment No. 1 to Purchase and Sale Agreement (“Amendment No. 1”) by and between the Company, Seller and RWA. Amendment No. 1, among other things, amended the definition of “Termination Date” in Section 8.1(d) of the Purchase Agreement by replacing the reference to “January 23, 2026” with “February 23, 2026”. Except as specifically modified and amended by Amendment No. 1, the Purchase Agreement remained unchanged. The Company summarized the material terms and conditions of Amendment No. 1 in a Current Report on Form 8-K dated January 23, 2026.

On February 23, 2026, the Company entered into an Amendment No. 2 to Purchase and Sale Agreement (“Amendment No. 2”) by and between the Company, Seller and RWA. Amendment No. 2, among other things, further amended the definition of “Termination Date” in Section 8.1(d) of the Purchase Agreement by replacing the reference to “February 23, 2026” with “May 25, 2026”. Except as specifically modified and amended by Amendment No. 2, the Purchase Agreement remains unchanged.

Neither the Company nor any of its controlled affiliates has any material relationship with Seller or RWA, other than with respect to the Purchase Agreement, Amendment No. 1 and Amendment No. 2.

The foregoing summary of Amendment No. 2 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 2 attached hereto as Exhibit 2.1.

Amendment No. 2 has been included to provide investors with information regarding its terms. Amendment No. 2 is not intended to provide any factual information about the Company. The representations, warranties and covenants contained in Amendment No. 2 were made only for purposes of Amendment No. 2 and as of specific dates and were solely for the benefit of the parties to Amendment No. 2. Moreover, the representations and warranties contained in Amendment No. 2 generally were made for the purpose of allocating contractual risk among the parties to Amendment No. 2 instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to Amendment No. 2 that differ from those applicable to investors. Investors are not third-party beneficiaries under Amendment No. 2 and should not rely on the representations, warranties and covenants contained


therein or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Additionally, information concerning the subject matter of the representations and warranties contained in Amendment No. 2 may change after the date of Amendment No. 2, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Forward-Looking Statements

This Form 8-K contains forward-looking statements. All statements, other than statements of historical fact, included in this Form 8-K are forward-looking statements. Forward-looking statements include declarations regarding the Company’s beliefs and current expectations. These forward-looking statements are subject to the inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Some, but not all, of the risks and uncertainties include the following: general economic conditions; market conditions; the trading price of the Company’s common stock; the Company’s capital needs; the Company’s determination of appropriate sources of funding; risks described elsewhere in this Current Report on Form 8-K; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date they are made. The Company undertakes no obligation, and does not intend, to update these forward-looking statements except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Number

  

Exhibit

  

Reference (1)

2.1    Amendment No. 2 to Purchase and Sale Agreement, dated as of February 23, 2026, by and among Unitil Corporation, Aquarion Water Authority and South Central Connecticut Regional Water Authority.    Filed herewith
10.1    Amendment No. 1 to Distribution Agreement, dated February 19, 2026, with Huntington Securities, Inc. and Scotia Capital (USA) Inc. (as agents and/or forward sellers) and Huntington Securities, Inc. and The Bank of Nova Scotia (as forward purchasers)    Filed herewith
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)    Filed herewith
 
(1)

The exhibits referred to in this column by specific designations and dates have heretofore been filed with or furnished to the Securities and Exchange Commission under such designations and are hereby incorporated by reference.


SIGNATURES

Pursuant to the requirements 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.

 

UNITIL CORPORATION
By:  

/s/ Daniel J. Hurstak

  Daniel J. Hurstak
  Senior Vice President, Chief Financial Officer and Treasurer
Date:   February 24, 2026
EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT

This Amendment No. 2 to Purchase and Sale Agreement (this “Amendment”), dated as of February 23, 2026 (the “Effective Date”), is by and among Unitil Corporation, a New Hampshire corporation (“Buyer”), Aquarion Water Authority, a public corporation and political subdivision of the state of Connecticut (“Seller”), and South Central Connecticut Regional Water Authority (“RWA”). Buyer, Seller and RWA will be referred to herein from time to time collectively as the “Parties”. Each capitalized term used and not defined herein has the meaning set forth in the Purchase and Sale Agreement.

WHEREAS, the Parties are parties to that certain Purchase and Sale Agreement, dated as of May 6, 2025 (as amended by that certain Amendment No. 1 to Purchase and Sale Agreement, dated as of January 23, 2026, the “Agreement”);

WHEREAS, subject to the terms and conditions set forth in this Amendment, and pursuant to Section 9.19 of the Agreement, the Parties desire to amend certain terms of the Agreement by entering into this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

 

  1.

Termination Date. Section 8.1(d) of the Agreement is hereby amended by replacing reference to “February 23, 2026” with “May 25, 2026”.

 

  2.

Amendment to Eversource Agreement. The Parties acknowledge and agree that Seller, in accordance with, and in satisfaction of, Section 6.20 of the Agreement, hereby delivers notice of amendment of the Eversource Agreement pursuant to, and as set forth in, that certain Amendment No. 2 to Purchase and Sale Agreement, dated as of February 23, 2026, by and between Eversource, Seller and RWA.

 

  3.

Representations and Warranties. Each Party hereby represents and warrants that it has all necessary power and authority to execute and deliver this Amendment and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Amendment by such Party and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Party and no further authorization, consent or similar action on the part of any equityholders or the authority board, as applicable, of such Party is necessary to authorize the execution, delivery and performance by such Party of this Amendment and the consummation of the transactions contemplated hereby. This Amendment has been duly and validly executed and delivered by such Party and this Amendment constitutes a valid, legal and binding agreement of such Party (assuming that this Amendment has been duly and validly authorized, executed and delivered by each other Party), enforceable against such Party in accordance with its terms, subject to the Bankruptcy and Equity Exception.


  4.

General Provisions.

 

  (i)

This Amendment shall not constitute a waiver, amendment or modification of any provision of the Agreement not expressly set forth in this Amendment. Except as specifically modified and amended by this Amendment, the Agreement shall remain unchanged and in full force and effect. References in the Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall refer to the Agreement as modified and amended by this Amendment. References to the date of the Agreement and references to the “date hereof”, “the date of this Agreement” or words of similar meaning in the Agreement shall continue to refer to May 6, 2025.

 

  (ii)

Sections 9.1, 9.3, 9.4, 9.6, 9.8, 9.9, 9.10 and 9.14 through 9.17 of the Agreement shall apply to this Amendment, mutatis mutandis.

[Signature Page Follows]


IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

 

UNITIL CORPORATION

By:  

/s/ Dan Hurstak

Name:   Dan Hurstak
Title:   SVP, Chief Financial Officer and Treasurer
AQUARION WATER AUTHORITY
By:  

/s/ David Borowy

Name:   David Borowy
Title:   Chair

SOUTH CENTRAL CONNECTICUT

REGIONAL WATER AUTHORITY

By:  

/s/ David Borowy

Name:   David Borowy
Title:   Chair

[Signature Page to Amendment No. 2 to Purchase and Sale Agreement]

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

February 19, 2026

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

Scotia Capital (USA) Inc.

250 Vesey Street, 23rd Floor

New York, NY 10281

As Agents and/or Forward Sellers

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

The Bank of Nova Scotia

44 King Street West

Toronto, Ontario M5H 1H1 Canada

As Forward Purchasers

Ladies and Gentlemen:

Unitil Corporation, a New Hampshire corporation (the “Company”), together with Janney Montgomery Scott LLC and Scotia Capital (USA) Inc., as agents and/or forward sellers (each an “Original Agent,” and collectively, the “Original Agents”), and Janney Montgomery Scott LLC and The Bank of Nova Scotia, as forward purchasers (each an “Original Forward Purchaser,” and collectively, the “Original Forward Purchasers”), are parties to that certain Distribution Agreement dated June 3, 2025 (the “Original Agreement”). The Original Agents, together with Huntington Securities, Inc. (“Huntington”), are herein referred to as the “Agents”. The Original Forward Purchasers, together with Huntington, are herein referred to as the “Forward Purchasers.” All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company, the Agents and the Forward Purchasers desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:

1. The first paragraph of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“Unitil Corporation, a New Hampshire corporation (the “Company”), confirms its agreement with each of Huntington Securities, Inc. and Scotia Capital (USA) Inc. as agent and/or principal (each an “Agent” and collectively, the “Agents”) and each of Huntington Securities, Inc. and The Bank of Nova Scotia (each a “Forward Purchaser” and collectively, the “Forward Purchasers”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares of common stock, no par value (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $50,000,000 (the “Maximum Amount”) on the terms and conditions set forth in this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.”


2. Section 11 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“All notices and other communications under this Agreement, any Terms Agreement or any Confirmation shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the respective party, shall be sufficient in all respects if delivered or sent to:

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

Attention: Peter Dippolito & Brian Stauffer

Email: peter.dippolito@huntington.com & brian.stauffer@huntington.com

Telephone: (614) 480-1377 & (614) 480-4236

with a copy to:

Email: ecm_corpservicesexecution@huntington.com

And

The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, Canada M5H 1H1

c/o Scotia Capital (USA) Inc., as Agent

250 Vesey Street, 24th Floor

New York, New York 10281

Attention: US Equity Derivatives

Email: John.kelly@scotiabank.com

Telephone: (212) 225-6664

with a copy to:

Email: BNSEquityConfirmations@scotiabank.com

with a copy to:

Duane Morris LLP

22 Vanderbilt

335 Madison Avenue, 23rd Floor

New York, NY 10017

Attention: Dean M. Colucci

Telephone: (973) 424-2020

Email: dmcolucci@duanemorris.com

and if to the Company, shall be delivered to:

Unitil Corporation

6 Liberty Lane West

Hampton, New Hampshire 03842-1720

Attention: Daniel J. Hurstak

Telephone: (603) 772-0775

Email: hurstakd@unitil.com


with a copy to:

Dentons US LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Thomas Redekopp, Brian Lee, Grant Levine

Telephone: (416) 863-4511, (212) 768-6700, (212) 376-7800

Email: thomas.redekopp@dentons.com, brian.lee@dentons.com,

grant.levine@dentons.com

Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the applicable Agent by telephone or email to:

Huntington Securities, Inc.

41 South High Street

Columbus, Ohio 43215

Attention: Peter Dippolito & Brian Stauffer

Email: peter.dippolito@huntington.com & brian.stauffer@huntington.com

Telephone: (614) 480-1377 & (614) 480-4236

with a copy to:

Email: ecm_corpservicesexecution@huntington.com

The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, Canada M5H 1H1

c/o Scotia Capital (USA) Inc., as Agent

250 Vesey Street, 24th Floor

New York, New York 10281

Attention: US Equity Derivatives

Email: John.kelly@scotiabank.com

Telephone: (212) 225-6664

with a copy to:

Email: BNSEquityConfirmations@scotiabank.com”

3. Exhibit A of the Original Agreement shall be replaced in its entirety with the version attached hereto.

4. Exhibit C of the Original Agreement shall be replaced in its entirety with the version attached hereto.

5. From and after the date hereof, Huntington shall be considered to be an Agent and a Forward Purchaser under the Original Agreement, as amended hereby, and Huntington agrees to be bound by the terms of the Original Agreement, as amended hereby.


6. Each party will be responsible for its own fees incurred in connection with this Amendment and other related documents.

7. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

8. This Amendment together with the Original Agreement (including all exhibits attached thereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Agents and the Forward Purchasers. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

9. EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES), THE AGENTS AND THE FORWARD PURCHASERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

11. Each of the Company, the Agents and the Forward Purchasers agrees that any legal suit, action or proceeding arising out of or based upon this Amendment or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to a party’s address set forth in Section 10 of the Original Agreement, as amended by this Amendment, shall be effective service of process upon such party for any suit, action or proceeding brought in any Specified Court. Each of the Company, the Agents and the Forward Purchasers irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.


12. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).

[Remainder of Page Intentionally Blank]


If the foregoing correctly sets forth the understanding between the Company, the Agents and the Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding amendment to the Original Agreement between the Company, the Agents and the Forward Purchasers.

 

Very truly yours,

HUNTINGTON SECURITIES, INC.
By:  

/s/ Peter Dippolito

Name:

 

Peter Dippolito

Title:

 

Head of Equity Capital Markets

As Agent

HUNTINGTON SECURITIES, INC.

By:

 

/s/ Peter Dippolito

Name:

 

Peter Dippolito

Title:

 

Head of Equity Capital Markets

As Forward Purchaser, solely as the recipient

and/or beneficiary of certain representations,

warranties, covenants and indemnities set forth in

this Amendment

Signature Page to Amendment No. 1 to Distribution Agreement


Accepted and agreed to as of the date first above written:

SCOTIA CAPITAL (USA) INC.
By:  

/s/ Tim Mann

Name:

 

Tim Mann

Title:

 

Managing Director

As Agent

THE BANK OF NOVA SCOTIA
By:  

/s/ Tim Mann

Name:

 

Tim Mann

Title:

 

Managing Director

As Forward Purchaser, solely as the recipient

and/or beneficiary of certain representations,

warranties, covenants and indemnities set forth in

this Amendment

Signature Page to Amendment No. 1 to Distribution Agreement


ACCEPTED as of the date first-above written:
UNITIL CORPORATION
By:  

/s/ Daniel Hurstak

Name:   Daniel J. Hurstak
Title:   Senior Vice President, Chief Financial Officer & Treasurer

Signature Page to Amendment No. 1 to Distribution Agreement


Exhibit A

Unitil Corporation – Common Stock

TERMS AGREEMENT

_____________, 20__

[•]1

Dear Sirs and Madams:

Unitil Corporation, a New Hampshire corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated June 3, 2025, as amended by Amendment No. 1 to Distribution Agreement dated February 19, 2026 (as amended, the “Distribution Agreement”) by and among the Company, Huntington Securities, Inc., and Scotia Capital (USA) Inc., to issue and sell to [•]2 (the “Agent”) the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Distribution Agreement shall have the same meanings when used herein.

Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto.

An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission, if required by the Act.

Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto.

Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent trading in the Common Stock for Agent’s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement.

[Signature Page Follows]

 

 
1 

Insert name and address of applicable Agent.

2 

Insert name of applicable Agent.


If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company.

 

UNITIL CORPORATION
By:__________________________

Name:

Title:

 

Accepted and agreed as of the date first above written:

[•]3

By:_________________________

Name:

Title:

 

 
3 

Insert name of applicable Agent.


Schedule to Terms Agreement

Title of Purchased Securities:

Common Stock, no par value per share

Number of Shares of Purchased Securities:

[•] shares

Initial Price to Public:

$[•] per share

Purchase Price Payable by the Agent:

$[•] per share

Method of and Specified Funds for Payment of Purchase Price:

[By wire transfer to a bank account specified by the Company in same day funds.]

Method of Delivery:

[To the Agent’s account, or the account of the Agent’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.]

Payment of fees and disbursements for counsel to the Agent:

[•]

Settlement Date:

[•], 20[•]

Closing Location:

[•]

Documents to be Delivered:

The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any Permitted Free Writing Prospectuses and any amendments or supplements to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectuses and any documents incorporated by reference therein):

(1) the officer’s certificate referred to in Section 5(a)(i);

(2) the opinions and negative assurance letter of the Company’s outside counsel referred to in Section 5(a)(ii);

(3) the “comfort” letters referred to in Section 5(a)(iii);

(4) the opinion and negative assurance letter referred to in Section 5(b); and

(5) such other documents as the Agent shall reasonably request.

Time of Sale:

[•] [a.m./p.m.] (New York City time) on [•], [•]


Time of Sale information:

 

   

The number of shares of Purchased Securities set forth above

 

   

The initial price to public set forth above

 

   

[Other]


Exhibit C

OFFICER’S CERTIFICATE

Dated __________, 20__

I, [name], [title] of Unitil Corporation, a New Hampshire corporation (the “Company”), do hereby certify, solely in my capacity as an officer of the Company, for and on behalf of the Company, that this certificate is signed by me pursuant to the Distribution Agreement dated June 3, 2025 among the Company, Janney Montgomery Scott LLC, and Scotia Capital (USA) Inc., as amended by Amendment No. 1 to Distribution Agreement dated February 19, 2026 among the Company, Huntington Securities, Inc., and Scotia Capital (USA) Inc. (as amended, the “Agreement”), and do hereby further certify, to the best of my knowledge, after reasonable investigation, solely in my capacity as an officer of the Company, for and on behalf of the Company, as follows:

1. The representations and warranties of the Company in the Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of this date;

2. The Company has performed in all material respects all obligations and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement on or prior to the date hereof;

3. The Company’s Registration Statement (File No. 333-287753) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and

4. Since the respective dates as of which information is given in the Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in the financial position or results of operations of the Company.

All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement.

[Signature Page Follows]


The undersigned has executed this Officer’s Certificate as of the date first written above.

 

UNITIL CORPORATION
By: ____________________

Name:

Title: