Unitil (NYSE: UTL) revises equity plan and awards restricted and unrestricted shares

Rhea-AI Filing Summary

Unitil Corporation updated its equity compensation program and granted new stock awards to senior executives. The revised practices continue annual grants of time-vesting and performance-vesting restricted shares, but dividends on both types will generally be retained by the company and paid only if the shares ultimately vest.

Time Restricted Shares equal 50% of each participant’s total equity award and vest 25% per year over four years, generally contingent on continued employment. Performance Restricted Shares equal the other 50% and vest after a three-year period based on return on equity and book value performance goals, with sliding vesting between minimum, target, and maximum thresholds and potential Additional Shares above 100% of target.

On January 27, 2026, Unitil granted Time Restricted Shares and Performance Restricted Shares to key officers, including 8,090 of each type to Chairman and CEO Thomas P. Meissner Jr., 3,740 each to President and Chief Administrative Officer Robert B. Hevert, and 2,430 each to Senior Vice President, Chief Financial Officer and Treasurer Daniel J. Hurstak. The company also granted unrestricted common shares based on exceeding combined target performance goals for 2023–2025, including 310 shares to Meissner and 90 shares to Hevert under its Third Amended and Restated 2003 Stock Plan.

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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): January 27, 2026

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)

New Hampshire		1-8858		02-0381573
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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 of 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

The disclosure required by this item is included in Item 5.02 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Revised Equity Compensation Practices

On January 24, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Unitil Corporation (the “Company”) approved and adopted amendments to the Company’s practices relating to the grant to the Company’s executive officers and other senior management participants (collectively, “Participants”) of restricted stock awards (the “Prior Equity Compensation Practices”).

On January 27, 2026, the Compensation Committee approved and adopted further amendments to the Company’s practices relating to the grant to Participants of restricted stock awards (the “Revised Equity Compensation Practices”). The Revised Equity Compensation Practices are substantially the same as the Prior Equity Compensation Practices, except with respect to dividends on restricted stock awards (as described below).

The Revised Equity Compensation Practices include:

(i) a revised form of restrictive stock agreement relating to awards of restricted shares of the Company’s common stock that vest over time (“Time Restricted Shares”); and

(iii) a form of restricted stock agreement relating to awards of restricted shares of the Company’s common stock that vest based on the satisfaction of certain performance metrics (“Performance Restricted Shares”).

Under the Revised Equity Compensation Practices, in general, the Company will grant to its Participants, on an annual basis, (i) Time Restricted Shares and (ii) Performance Restricted Shares. Participants will continue to be selected by the Compensation Committee. The number of each Participant’s Time Restricted Shares and Performance Restricted Shares, in the aggregate (the “Total Number”), is based upon (A) (i) the midpoint of the Participant’s salary range multiplied by (ii) the Participant’s multiplier minus (B) anticipated Federal and Medicare taxes on the Participant’s award. The number of each of the Time Restricted Shares and the Performance Restricted Shares is 50% of the Total Number.

The following table summarizes the current multiplier for each Participant that is the Chief Executive Officer, the Chief Financial Officer or a named executive officer of the Company.

Name		Principal Position		Multiplier
Thomas P. Meissner, Jr.		Chairman of the Board & Chief Executive Officer		135%
Robert B. Hevert		President & Chief Administrative Officer		90%
Daniel J. Hurstak		Senior Vice President, Chief Financial Officer & Treasurer		70%
Justin Eisfeller		Vice President & Chief Transformation Officer		45%
Christopher J. Leblanc		Senior Vice President, Gas Operations		45%

Time Restricted Shares

Time Restricted Shares generally vest over a period of four years at a rate of 25% each year. Prior to the end of the vesting period, Time Restricted Shares are subject to forfeiture if the Participant ceases to be employed by the Company other than due to the Participant’s death, disability or retirement. During the vesting period, dividends on Time Restricted Shares generally shall be retained by the Company and not delivered to the Participant until such time, if any, as such shares become vested and not subject to forfeiture to the Company.

Performance Restricted Shares

Performance Restricted Shares generally vest after a performance period of three years based on the attainment of certain performance thresholds of certain performance goals, each as set by the Compensation Committee towards the beginning of the performance period. The Compensation Committee has chosen two performance goals for the three-year performance period ending December 31, 2028:

1. three-year average return on common equity (the “ROE Goal”); and

2. three-year average growth in book value per share (the “Book Value Goal”).

In general:

• 25% of Performance Restricted Shares will vest if the Company attains the minimum ROE Goal;

• 50% of Performance Restricted Shares will vest if the Company attains the target ROE Goal; and

• 75% of Performance Restricted Shares will vest if the Company attains the maximum ROE Goal.

Also, in general, an additional:

• 25% of Performance Restricted Shares will vest if the Company attains the minimum Book Value Goal;

• 50% of Performance Restricted Shares will vest if the Company attains the target Book Value Goal; and

• 75% of Performance Restricted Shares will vest if the Company attains the maximum Book Value Goal.

If the Company’s level of attainment of the ROE Goal or the Book Value Goal exceeds the minimum but is less than the target, then the amount of vesting or forfeiture will be determined on a straight-line basis between the minimum and the target. If the level of achievement of the ROE Goal or the Book Value Goal exceeds the target but is less than the maximum, then the amount of vesting or forfeiture will be determined on a straight-line basis between the target and the maximum.

Furthermore, if the number of a Participant’s Performance Restricted Shares that would vest exceeds 100% of such Participant’s Performance Restricted Shares, then the Company will issue additional shares (“Additional Shares”) to the Participant in an amount equal to the vesting percentage in excess of 100% multiplied by the number of the Participant’s Performance Restricted Shares.

Prior to the end of the performance period, the Performance Restricted Shares are subject to forfeiture if the Participant ceases to be employed by the Company other than due to the Participant’s death, disability or retirement. If a Participant dies, becomes disabled, or retires during the performance period, then vesting will be pro-rated based on the number of months of service before the Participant’s death, disability, or retirement during the performance period.

During the performance period, dividends on Performance Restricted Shares generally shall be retained by the Company and not delivered to the Participant until such time, if any, as such shares become vested and not subject to forfeiture to the Company. No dividends on Additional Shares will be credited to a Participant’s account until the Company issues the Additional Shares to the Participant.

Summary of Time Restricted Shares and Performance Restricted Shares

The following table summarizes certain terms of the Time Restricted Shares and the Performance Restricted Shares.

Award		Number of Awards		Vesting Description		Performance Threshold (1)		Amount of Award Vested (2)
Time Restricted Shares		50% of Total Number		Award vests over a four-year period at a rate of 25% per year, generally subject to continued employment.		n/a		Award vests over a four-year period at a rate of 25% per year, generally subject to continued employment.
Performance Restricted Shares		50% of Total Number		50% of Performance Restricted Shares will vest if Company achieves its target ROE Goal		minimum		25% vesting of Performance Restricted Shares
						target		50% vesting of Performance Restricted Shares
						maximum		75% vesting of Performance Restricted Shares
				50% of Performance Restricted Shares will vest if Company achieves its target Book Value Goal		minimum		25% vesting of Performance Restricted Shares
						target		50% vesting of Performance Restricted Shares
						maximum		75% vesting of Performance Restricted Shares

(1) If the Company’s level of attainment of the ROE Goal or the Book Value Goal exceeds the minimum but is less than the target, then the amount of vesting or forfeiture will be determined on a straight-line basis between the minimum and the target. If the level of achievement of the ROE Goal or the Book Value Goal exceeds the target but is less than the maximum, then the amount of vesting or forfeiture will be determined on a straight-line basis between the target and the maximum.

(2) If the number of a Participant’s Performance Restricted Shares that would vest exceeds 100% of such Participant’s Performance Restricted Shares, then the Company will issue Additional Shares to the Participant in an amount equal to the vesting percentage in excess of 100% multiplied by the number of the Participant’s Performance Restricted Shares

The foregoing description of Time Restricted Shares is qualified in its entirety by reference to (i) the full text of the form of Restricted Stock Agreement (Time Vesting), which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and (ii) the Company’s Third Amended and Restated 2003 Stock Plan, which is incorporated by reference herewith as Exhibit 10.3 to this Current Report on Form 8-K. The foregoing description of Performance Restricted Shares is qualified in its entirety by reference to (i) the full text of the form of Restricted Stock Agreement (Performance Vesting), which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and (ii) the Company’s Third Amended and Restated 2003 Stock Plan, which is incorporated by reference herewith as Exhibit 10.3 to this Current Report on Form 8-K.

Grants of Time Restricted Shares and Performance Restricted Shares

On January 27, 2026, the Company granted Time Restricted Shares and Performance Restricted Shares to the Chief Executive Officer, the Chief Financial Officer and the named executive officers of the Company as follows:

Name		Principal Position		Amount of Time Restricted Shares		Amount of Performance Restricted Shares
Thomas P. Meissner, Jr.		Chairman of the Board & Chief Executive Officer		8,090		8,090
Robert B. Hevert		President & Chief Administrative Officer		3,740		3,740
Daniel J. Hurstak		Senior Vice President, Chief Financial Officer & Treasurer		2,430		2,430
Justin Eisfeller		Vice President & Chief Transformation Officer		1,080		1,080
Christopher J. Leblanc		Senior Vice President, Gas Operations		1,080		1,080

The Company has entered into, or will enter into, agreements with each recipient named in the table above in the forms filed herewith as Exhibit 10.1 (form of Restricted Stock Agreement (Time Vesting)) and Exhibit 10.2 (form of Restricted Stock Agreement (Performance Vesting)) to this Current Report on Form 8-K.

Grants of Unrestricted Shares of Common Stock

On January 27, 2026, the Company granted unrestricted shares of common stock to the Chief Executive Officer, the Chief Financial Officer and the named executive officers of the Company as follows:

Name		Principal Position		Amount of Unrestricted Shares
Thomas P. Meissner, Jr.		Chairman of the Board & Chief Executive Officer		310
Robert B. Hevert		President & Chief Administrative Officer		90
Daniel J. Hurstak		Senior Vice President, Chief Financial Officer & Treasurer		40
Justin Eisfeller		Vice President & Chief Transformation Officer		40
Christopher J. Leblanc		Senior Vice President, Gas Operations		40

The Company granted these unrestricted shares of common stock pursuant to the Company’s Third Amended and Restated 2003 Stock Plan and the applicable Restricted Stock Agreement (Performance Vesting), in each case based on the Company attaining in excess of the combined target ROE Goal and target Book Value Goal over the 2023-2025 performance period with respect to Performance Restricted Shares that were granted in 2023.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number		Exhibit		Reference*
10.1**		Form of Restricted Stock Agreement (Time Vesting)		Filed herewith
10.2**		Form of Restricted Stock Agreement (Performance Vesting)		Filed herewith
10.3**		Unitil Corporation Third Amended and Restated 2003 Stock Plan		Exhibit 10.1 to Form 10-Q for March 31, 2024 (SEC File No. 1-8858)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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.

** These exhibits represent a management contract or compensatory plan.

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 2, 2026

FAQ

What executive equity compensation changes did Unitil (UTL) approve in this 8-K?

Unitil approved revised equity compensation practices for executives, keeping annual grants of time-vesting and performance-vesting restricted shares but changing dividend treatment so dividends are generally held by the company and delivered only if awards vest, aligning payouts more closely with long-term performance and service.

How do Unitil (UTL) Time Restricted Shares vest for executives?

Unitil Time Restricted Shares generally vest over four years at 25% per year, subject to continued employment except for death, disability, or retirement. During vesting, the shares can be forfeited and dividends are retained by the company until the shares vest and are no longer forfeitable.

What performance goals determine vesting of Unitil (UTL) Performance Restricted Shares?

Performance Restricted Shares vest over a three-year period based on return on equity and book value goals set by the Compensation Committee. Vesting ranges from 25% at minimum performance to 75% at maximum for each goal, with straight-line interpolation between levels and potential Additional Shares above 100% vesting.

Which Unitil (UTL) executives received restricted share grants and in what amounts?

On January 27, 2026, Unitil granted 8,090 Time Restricted Shares and 8,090 Performance Restricted Shares to CEO Thomas P. Meissner Jr., 3,740 of each to President and Chief Administrative Officer Robert B. Hevert, and 2,430 of each to Senior Vice President, Chief Financial Officer and Treasurer Daniel J. Hurstak.

Why did Unitil (UTL) grant unrestricted common shares to executives?

Unitil granted unrestricted common shares under its stock plan because the company achieved in excess of combined target return on equity and book value goals for the 2023–2025 performance period on Performance Restricted Shares granted in 2023, resulting in additional payouts such as 310 unrestricted shares to the CEO.

How are dividends handled under Unitil (UTL) revised equity practices?

Under the revised practices, dividends on Time Restricted Shares and Performance Restricted Shares are generally retained by Unitil and only delivered if the underlying shares vest. No dividends accrue on Additional Shares until they are actually issued to participants, strengthening the link between realized dividends and award vesting.