UNITIL CORP 8-K

What Happened

• Unitil Corporation filed an 8-K reporting two material contract changes. On Feb. 19, 2026 the company amended its June 3, 2025 Distribution Agreement to replace Janney Montgomery Scott LLC with Huntington Securities, Inc. as an agent/forward seller and forward purchaser for an “at-the-market” sale program.
• The Distribution Agreement (as amended) allows Unitil to sell up to $50 million of common stock under its Form S-3ASR registration (originally effective June 3, 2025) and was supplemented by a prospectus supplement dated Feb. 19, 2026.
• Separately, on Feb. 23, 2026 Unitil entered Amendment No. 2 to its May 6, 2025 Purchase and Sale Agreement to extend the defined “Termination Date” for the acquisition of Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire, and Abenaki Water Co., Inc. from Feb. 23, 2026 to May 25, 2026.

Key Details

• $50 million: aggregate potential sales price under the amended Distribution Agreement (at-the-market equity program).
• Feb. 19, 2026: effective date of the distribution amendment replacing Janney with Huntington Securities, Inc.; prospectus supplement No. 1 dated Feb. 19, 2026 was filed.
• Feb. 23, 2026: Unitil signed Amendment No. 2 to the Purchase and Sale Agreement, moving the acquisition termination date to May 25, 2026.
• Acquisition targets: Aquarion Water Company of Massachusetts, Aquarion Water Company of New Hampshire, and Abenaki Water Co., Inc.

Why It Matters

• Funding flexibility: The amended distribution agreement preserves Unitil’s ability to raise up to $50 million by selling common stock into the market, which can be used for general corporate purposes or to support acquisition-related funding needs. If shares are sold, existing shareholders would experience dilution.
• Acquisition timing: Extending the termination date to May 25, 2026 keeps the Aquarion acquisition option open longer, indicating the parties need more time to satisfy closing conditions or finalize terms; it does not indicate a closing has occurred.
• Related-party and banking ties: Unitil disclosed no other material relationships with Huntington, Scotia Capital (USA) or The Bank of Nova Scotia beyond customary banking and the financing/advice arrangements tied to prior and pending acquisitions.

Exhibits to the filing include Amendment No. 1 to the Distribution Agreement and Amendment No. 2 to the Purchase and Sale Agreement.