UNITIL CORP 8-K

What Happened

• Unitil Corporation (UTL) filed an 8-K (Item 5.02) disclosing that on January 27, 2026 its Compensation Committee adopted revised equity compensation practices for executives and senior management and made awards under those practices. The revisions are largely the same as prior practices adopted in 2023, but clarify dividend treatment on restricted stock awards (dividends are retained by the company until shares vest).
• On January 27, 2026 the company granted Time Restricted Shares and Performance Restricted Shares, plus a small number of unrestricted shares, to the CEO, CFO and other named executive officers. Grants (examples): Thomas P. Meissner Jr. received 8,090 Time Restricted Shares, 8,090 Performance Restricted Shares and 310 unrestricted shares; Robert B. Hevert received 3,740 / 3,740 and 90 unrestricted shares; Daniel J. Hurstak received 2,430 / 2,430 and 40 unrestricted shares; Justin Eisfeller and Christopher J. Leblanc each received 1,080 / 1,080 and 40 unrestricted shares.

Key Details

• Vesting: Time Restricted Shares vest 25% per year over four years (forfeitable if employment ends except for death, disability or retirement). Performance Restricted Shares vest after a three-year performance period based on attainment of specified ROE and book value growth goals.
• Performance metrics: The Compensation Committee set two goals for the three-year performance period ending Dec 31, 2028 — three‑year average return on common equity (ROE) and three‑year average growth in book value per share. Each goal can produce up to 75% vesting (25% at minimum, 50% at target, 75% at maximum); attainment between levels is interpolated. If vesting exceeds 100% of a participant’s Performance Restricted Shares, the company will issue Additional Shares equal to the excess.
• Award sizing: Each participant’s total award is based on (midpoint of the participant’s salary range × participant multiplier) minus estimated Federal and Medicare taxes. The CEO multiplier is 135%; other named multipliers: Hevert 90%, Hurstak 70%, Eisfeller 45%, Leblanc 45%. Time and Performance Restricted Shares each represent 50% of the total award.
• Dividends and forfeiture: Dividends on Time and Performance Restricted Shares are retained by the company and only paid if/when shares vest and become non‑forfeitable; no dividends accrue on Additional Shares until issued.

Why It Matters

• For investors, these changes show how Unitil ties executive pay to multi‑year performance (ROE and book value growth) and time-based retention, which can align management incentives with shareholder returns. The grants will create compensation expense and potential future dilution (including Additional Shares if performance exceeds targets), and clarify that dividend payments on restricted awards are deferred until vesting. The filing is a disclosure of executive compensation governance and recent grants rather than an operational or financial results update.