Common Stock, no par value
- Symbol
- UTL
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 2.03, 9.01 · 8-K
Unitil Corporation
UTLNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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…
Company context
Unitil Corporation provides energy for life by safely and reliably delivering electricity, natural gas, and water in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to the dependable, efficient delivery of energy and water. Unitil Corporation is a public utility holding company with operations in New Hampshire, Maine, and Massachusetts. Unitil’s operating utilities serve approximately 110,100 electric customers, 105,000 natural gas customers, and 10,700 water customers. For more information about our people, technologies, and community involvement, please visit unitil.com.
Current securities
Recent company filings
- 10-Q filingNov 2, 2026
- Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Completion of Acquisition or Disposition of AssetsOct 26, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 19, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementSep 29, 2026
- 10-Q filingAug 3, 2026
Registered securities in this filing
UNITIL CORPORATION · 8-K · Filed 2026-05-05
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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 2.03Item 2.03 - Creation of Direct Financial Obligation
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.
Filed exhibits (3)
EX-4.1 2 utl-ex4_1.htm EX-4.1 EX-4.1 Exhibit 4.1 NOTE 1: 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. NOTE 2: In accordance with Item 601(b)(2)(ii) of Regulation S-K, certain information has been excluded from this exhibit because it is both not material and is of the type that the registrant treats as private or confidential. Whenever information is excluded from this exhibit, such exclusions are denoted by “[information omitted]”. Execution Version Fitchburg Gas and Electric Light Company $23,000,000 5.62% Senior Notes, Series 2026A, due April 30, 2036 $17,000,000 5.87% Senior Notes, Series 2026B, due April 30, 2041 ______________ Note Purchase Agreement ______________ Dated as of April 30, 2026 Table of Contents Section Heading Page Section 1. Authorization of No…
Open exhibit ↗EX-4.2 3 utl-ex4_2.htm EX-4.2 EX-4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. Fitchburg Gas and Electric Light Company 5.62% Senior Note, Series 2026A, due April 30, 2036 No. RA-1 April 30, 2026 $5,000,000 PPN 338135 G@9 For Value Received, the undersigned, Fitchburg Gas and Electric Light Company (herein called the “Company”), a corporation organized and existing under the laws of the State of Massachusetts, hereby promises to pay to State Farm Life Insurance Company, or registered assigns, the principal sum of Five Million Dollars (or so much thereof as shall not have been prepaid) on April 30, 2036 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day mon…
Open exhibit ↗EX-4.3 4 utl-ex4_3.htm EX-4.3 EX-4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. Fitchburg Gas and Electric Light Company 5.87% Senior Note, Series 2026B, due April 30, 2041 No. RB-1 April 30, 2026 $16,000,000 PPN 338135 G#7 For Value Received, the undersigned, Fitchburg Gas and Electric Light Company (herein called the “Company”), a corporation organized and existing under the laws of the State of Massachusetts, hereby promises to pay to State Farm Life Insurance Company, or registered assigns, the principal sum of Sixteen Million Dollars (or so much thereof as shall not have been prepaid) on April 30, 2041 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30‑day…
Open exhibit ↗