Unitil (NYSE: UTL) pushes water utility acquisition deadline to June 30, 2026

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Unitil Corporation has amended its agreement to acquire three regulated water utilities from Aquarion Water Authority and its affiliate RWA. The deal covers all shares of Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire, and Abenaki Water Co.

Under Amendment No. 3, the contractual “Termination Date” for completing or ending the transaction is extended to June 30, 2026, replacing the prior date of May 25, 2026. All other terms of the original Purchase and Sale Agreement and prior amendments remain unchanged.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New Termination Date: June 30, 2026 Prior Termination Date: May 25, 2026 Earlier Termination Date: February 23, 2026 +2 more

5 metrics

New Termination Date June 30, 2026 Termination Date in Section 8.1(d) after Amendment No. 3

Prior Termination Date May 25, 2026 Termination Date before Amendment No. 3

Earlier Termination Date February 23, 2026 Termination Date set by Amendment No. 2

Original Extended Date January 23, 2026 Termination Date set by Amendment No. 1

Amendment No. 3 Date May 25, 2026 Date Amendment No. 3 was entered into

Key Terms

Material Definitive Agreement, Purchase and Sale Agreement, Termination Date, representations, warranties and covenants, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Purchase and Sale Agreement financial

"entered into a Purchase and Sale Agreement (the “Purchase Agreement”)"

A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.

Termination Date financial

"amended the definition of “Termination Date” in Section 8.1(d)"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

representations, warranties and covenants legal

"The representations, warranties and covenants contained in Amendment No. 3"

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 05/27/2026 - 04:31 PM Accepted by SEC EDGAR 05/27/2026 - 04:30 PM

FAQ

What did Unitil (UTL) change in its water utility acquisition agreement?

Unitil extended the deal’s contractual deadline. Amendment No. 3 to the Purchase and Sale Agreement moves the “Termination Date” from May 25, 2026 to June 30, 2026, while leaving all other terms of the agreement and earlier amendments unchanged.

Which companies is Unitil (UTL) seeking to acquire under this agreement?

The agreement covers all outstanding shares of three water utilities. These are Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire, and Abenaki Water Co., Inc., all being purchased from Aquarion Water Authority as the selling party.

Who are the counterparties to Unitil’s amended Purchase and Sale Agreement?

The counterparties are Aquarion Water Authority as seller and South Central Connecticut Regional Water Authority. RWA is a party solely to certain specified sections, and both are involved in Amendment No. 3 that extends the transaction’s contractual Termination Date to June 30, 2026.

Does Amendment No. 3 change any terms besides the Termination Date for Unitil (UTL)?

The amendment primarily revises the Termination Date definition. The filing states that, except for changing the date to June 30, 2026, the Purchase and Sale Agreement and prior amendments remain unchanged, so other representations, warranties, and covenants continue as previously agreed.

Does Unitil (UTL) have other material relationships with Aquarion or RWA?

The filing states Unitil and its controlled affiliates have no material relationship with Aquarion Water Authority or South Central Connecticut Regional Water Authority, other than those arising from the Purchase and Sale Agreement and its three amendments, including Amendment No. 3 extending the Termination Date.

Where can investors find the full text of Unitil’s Amendment No. 3?

The complete Amendment No. 3 is filed as Exhibit 2.1 to this report. The company notes that the brief summary is qualified in its entirety by that exhibit, which provides detailed contractual language governing the updated Termination Date and related provisions.

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): May 25, 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(s)	Name of each exchange on which registered
Common Stock, no par value	UTL	The 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.

Amendment to Purchase Agreement

As previously reported, on May 6, 2025, Unitil Corporation, a New Hampshire corporation (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.

As previously disclosed, 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 remained unchanged. The Company summarized the material terms and conditions of Amendment No. 2 in a Current Report on Form 8-K dated February 23, 2026.

On May 25, 2026, the Company entered into an Amendment No. 3 to Purchase and Sale Agreement (“Amendment No. 3”) by and between the Company, Seller and RWA. Amendment No. 3, among other things, further amended the definition of “Termination Date” in Section 8.1(d) of the Purchase Agreement by replacing the reference to “May 25, 2026” with "June 30, 2026”. Except as specifically modified and amended by Amendment No. 3, 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, Amendment No. 2, and Amendment No. 3.

The foregoing summary of Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 3 attached hereto as Exhibit 2.1.

Amendment No. 3 has been included to provide investors with information regarding its terms. Amendment No. 3 is not intended to provide any factual information about the Company. The representations, warranties and covenants contained in Amendment No. 3 were made only for purposes of Amendment No. 3 and as of specific dates and were solely for the benefit of the parties to Amendment No. 3. Moreover, the representations and warranties contained in Amendment No. 3 generally were made for the purpose of allocating contractual risk among the parties to Amendment No. 3 instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to Amendment No. 3 that differ from those applicable to investors. Investors are not third-party beneficiaries under Amendment No. 3 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. 3 may change after the date of Amendment No. 3, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	Description of Exhibit	Reference (1)

2.1	Amendment No. 3 to Purchase and Sale Agreement, dated as of May 25, 2026, by and among Unitil Corporation, Aquarion Water Authority and South Central Connecticut Regional Water Authority.	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

Date:	May 27, 2026	By:	/s/ Daniel J. Hurstak
			Daniel J. Hurstak Senior Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents