Unitil (UTL) subsidiary sells long-term senior notes to institutional buyers

Q: Who purchased the new Fitchburg senior notes from Unitil (UTL)?

The notes were purchased by State Farm Life Insurance Company , State Farm Life and Accident Assurance Company , and CoBank, ACB . Certain purchasers or their affiliates also hold other indebtedness of Unitil or its subsidiaries, according to the disclosure.

Q: What key terms and protections apply to Unitil’s new Fitchburg notes?

The Note Purchase Agreement and notes contain customary representations, warranties, covenants and events of default for this type of transaction. Upon an event of default, the notes may or will become immediately due and payable , enhancing lender protections.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Unitil Corporation’s subsidiary Fitchburg Gas and Electric Light Company entered into a Note Purchase Agreement to issue two new long-term debt tranches. Fitchburg sold $23,000,000 of 5.62% Senior Unsecured Notes, Series 2026A, due April 30, 2036 and $17,000,000 of 5.87% Senior Unsecured Notes, Series 2026B, due April 30, 2041 to institutional investors including State Farm entities and CoBank.

The notes include customary covenants and events of default and may become immediately due if a default occurs. Fitchburg plans to use the net proceeds to refinance existing consolidated Company debt and/or for general corporate purposes. The notes were offered in a private placement under Section 4(a)(2) of the Securities Act and are not registered for public sale.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Series 2026A notes: $23,000,000 at 5.62% Series 2026B notes: $17,000,000 at 5.87% Securities Act exemption: Section 4(a)(2) +1 more

4 metrics

Series 2026A notes $23,000,000 at 5.62% Senior Unsecured Notes due April 30, 2036

Series 2026B notes $17,000,000 at 5.87% Senior Unsecured Notes due April 30, 2041

Securities Act exemption Section 4(a)(2) Private offering of notes to institutional investors

Issuer entity Fitchburg Gas and Electric Light Company Electric and natural gas utility subsidiary of Unitil

Key Terms

Note Purchase Agreement, Senior Unsecured Notes, Section 4(a)(2) of the Securities Act of 1933, Rule 135c, +1 more

5 terms

Note Purchase Agreement financial

"entered into a Note Purchase Agreement with State Farm Life Insurance Company"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

Senior Unsecured Notes financial

"$23,000,000 of 5.62% Senior Unsecured Notes, Series 2026A"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"offering made pursuant to the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933"

Rule 135c regulatory

"The Company intends this notice to comply with Rule 135c of the Act"

events of default financial

"contain customary representations and warranties, covenants and events of default for a transaction of this type"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

05/05/2026 - 04:30 PM

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): April 30, 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.

On April 30, 2026, Fitchburg Gas and Electric Light Company (“Fitchburg”), an electric and natural gas distribution utility subsidiary of Unitil Corporation (the “Company” or the “Registrant”), entered into a Note Purchase Agreement with State Farm Life Insurance Company, State Farm Life and Accident Assurance Company and CoBank, ACB (the “Note Purchase Agreement”) pursuant to which it issued and sold (i) $23,000,000 of 5.62% Senior Unsecured Notes, Series 2026A, due April 30, 2036 and (ii) $17,000,000 of 5.87% Senior Unsecured Notes, Series 2026B, due April 30, 2041 (collectively, the “Notes”).

The Note Purchase Agreement and the Notes collectively contain customary representations and warranties, covenants and events of default for a transaction of this type. The Notes may or will become immediately due and payable upon an event of default, as described in the Note Purchase Agreement.

The foregoing summary of the Note Purchase Agreement and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such documents, the executed copies or forms of which are attached hereto as exhibits to this Current Report on Form 8-K.

Certain of the purchasers of the Notes (or their affiliates) are holders of other indebtedness of the Company or its subsidiaries.

Fitchburg plans to use the net proceeds from this long-term financing to refinance existing debt of the Company (on a consolidated basis) and/or for general corporate purposes.

Fitchburg offered the Notes principally to institutional investors in an offering made pursuant to the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (“Act”).

The Notes have not been and will not be registered under the Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state securities laws.

The Company intends this notice to comply with Rule 135c of the Act and, accordingly, this notice does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Note Purchase Agreement and the Notes have been attached as exhibits to this Current Report on Form 8-K to provide investors with information regarding their terms. The representations, warranties and covenants contained in such documents were made only for purposes of such documents and as of specific dates, were solely for the benefit of the parties to such documents, and are subject to limitations agreed upon by the parties to such documents. Moreover, the representations and warranties contained in such documents were made for the purpose of allocating contractual risk between the parties to such documents instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to such documents that differ from those applicable to investors generally. Investors (other than the parties to such documents) are not third-party beneficiaries under such documents 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	Description of Exhibit	Reference (1)

4.1 (2)(3)	Note Purchase Agreement dated April 30, 2026 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein.	Filed herewith

4.2 (4)	5.62% Senior Note, Series 2026A, due April 30, 2036, issued by Fitchburg Gas and Electric Light Company to State Farm Life Insurance Company	Filed herewith

4.3 (4)	5.87% Senior Note, Series 2026B, due April 30, 2041, issued by Fitchburg Gas and Electric Light Company to State Farm Life Insurance Company	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.

(2)

In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits. This exhibit’s table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request.

(3)

Certain information has been excluded from this exhibit pursuant to Item 601(b)(2)(ii) of Regulation S-K.

(4)

This note is substantially identical in all material respects to other notes that are otherwise required to be filed as exhibits, except as to the
registered payee of such note, the identifying number of such note, and the principal amount of such note. In accordance with instruction no. 2 to Item 601 of Regulation S-K, the Registrant has filed a copy of only one of such notes, with a schedule identifying the other notes omitted and setting forth the material details in which such notes differ from the note that was filed. The Registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any notes so omitted.

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 5, 2026	By:	/s/ Daniel J. Hurstak
			Daniel J. Hurstak Senior Vice President, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What new debt did Unitil (UTL) disclose in this 8-K filing?

Unitil’s subsidiary Fitchburg issued two long-term senior unsecured notes: $23,000,000 at 5.62% due April 30, 2036 and $17,000,000 at 5.87% due April 30, 2041, under a Note Purchase Agreement with institutional investors.

Who purchased the new Fitchburg senior notes from Unitil (UTL)?

The notes were purchased by State Farm Life Insurance Company, State Farm Life and Accident Assurance Company, and CoBank, ACB. Certain purchasers or their affiliates also hold other indebtedness of Unitil or its subsidiaries, according to the disclosure.

How will Unitil (UTL) use the proceeds from the new Fitchburg notes?

Fitchburg plans to use the net proceeds from these senior unsecured notes to refinance existing debt of the Company on a consolidated basis and/or for general corporate purposes, supporting Unitil’s overall financing strategy.

Are the new Fitchburg notes issued by Unitil (UTL) publicly registered?

No. The notes were offered principally to institutional investors under the Section 4(a)(2) exemption from Securities Act registration. They have not been and will not be registered and cannot be sold publicly without registration or another exemption.

What key terms and protections apply to Unitil’s new Fitchburg notes?

The Note Purchase Agreement and notes contain customary representations, warranties, covenants and events of default for this type of transaction. Upon an event of default, the notes may or will become immediately due and payable, enhancing lender protections.

Filing Exhibits & Attachments

4 documents