Unitil sells $27M and $33M in notes due 2031, 2036

Upon an event of default, the notes may or will become immediately due and payable as described in the note purchase agreement.

Rhea-AI Filing Summary

Unitil Corporation issued and sold $27 million of 5.42% Senior Unsecured Notes, Series 2026A, due September 24, 2031, and $33 million of 5.79% Senior Unsecured Notes, Series 2026B, due September 24, 2036. The notes were issued under a note purchase agreement entered into September 24, 2026.

Unitil plans to use the net proceeds for capital contributions to its utility subsidiaries, refinancing existing debt and general corporate purposes. The notes were offered principally to institutional investors under the Securities Act Section 4(a)(2) exemption. They are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption.

Filing Explained

The filing identifies the issued notes as a direct financial obligation for Unitil and says the purchase agreement and notes contain covenants and events of default; if an event of default occurs, the notes may become immediately due and payable.

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, or exhibit attachments filed with this report.

Key Figures

Series 2026A principal: $27 million Series 2026A interest rate: 5.42% Series 2026A maturity: September 24, 2031 +3 more

6 metrics

Series 2026A principal $27 million 5.42% Senior Unsecured Notes

Series 2026A interest rate 5.42% Senior Unsecured Notes due September 24, 2031

Series 2026A maturity September 24, 2031 Senior Unsecured Notes

Series 2026B principal $33 million 5.79% Senior Unsecured Notes

Series 2026B interest rate 5.79% Senior Unsecured Notes due September 24, 2036

Series 2026B maturity September 24, 2036 Senior Unsecured Notes

Key Terms

Senior Unsecured Notes, Note Purchase Agreement, net proceeds, Section 4(a)(2)

4 terms

Senior Unsecured Notes financial

"5.42% 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.

Note Purchase Agreement financial

"entered into a Note Purchase Agreement"

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.

net proceeds financial

"use the net proceeds from the sale of the Notes"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

Section 4(a)(2) regulatory

"exemption from registration requirements under Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What notes did UTL issue?

Unitil issued and sold $27 million of 5.42% Series 2026A senior unsecured notes due September 24, 2031, and $33 million of 5.79% Series 2026B senior unsecured notes due September 24, 2036.

Who purchased UTL's notes?

The purchasers were CoBank, ACB; Thrivent Financial for Lutherans; Metlife Reinsurance Company of Hamilton, Ltd.; Modern Woodmen of America; and CMFG Life Insurance Company.

How does UTL plan to use the note proceeds?

Unitil plans to use the net proceeds for capital contributions to its utility subsidiaries, refinancing existing debt and general corporate purposes.

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

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Available on EDGAR 09/29/2026 - 04:30 PM Accepted by SEC EDGAR 09/29/2026 - 04:30 PM Learn about SEC filing dates

0000755001false00007550012026-09-242026-09-24

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): September 24, 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 September 24, 2026, Unitil Corporation (the “Company” or the “Registrant”) entered into a Note Purchase Agreement with CoBank, ACB, Thrivent Financial for Lutherans, Metlife Reinsurance Company of Hamilton, Ltd., Modern Woodmen of America and CMFG Life Insurance Company (the “Note Purchase Agreement”) pursuant to which the Company issued and sold (i) $27,000,000 of 5.42% Senior Unsecured Notes, Series 2026A, due September 24, 2031 and (ii) $33,000,000 of 5.79% Senior Unsecured Notes, Series 2026B, due September 24, 2036 (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.

The Company plans to use the net proceeds from the sale of the Notes to make capital contributions to its utility subsidiaries, to refinance existing debt and for general corporate purposes.

The Company 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, a Note of Series 2026A and a Note of Series 2026B 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)	Note Purchase Agreement dated September 24, 2026, by and among Unitil Corporation and the several purchasers named therein.	Filed herewith
4.2	5.42% Senior Note, Series 2026A, due September 24, 2031, issued by Unitil Corporation to CoBank, ACB	Filed herewith
4.3 (3)	5.79% Senior Note, Series 2026B, due September 24, 2036, issued by Unitil Corporation to Thrivent Financial for Lutherans	Filed herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL)	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)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(a) 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:	September 29, 2026	By:	/s/ Daniel J. Hurstak
			Daniel J. Hurstak Senior Vice President, Chief Financial Officer, and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 983.2 KB
• EX-4.2 EX-4.2 21.1 KB
• EX-4.3 EX-4.3 33.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB