UNITIL Corporation filed SEC Form 8-K: Leadership Update

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): January 27, 2026

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

The disclosure required by this item is included in Item 5.02 and is incorporated herein by reference.

Revised Equity Compensation Practices

On January 24, 2023, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Unitil Corporation (the “Company”) approved and adopted amendments to the Company’s practices relating to the grant to the Company’s executive officers and other senior management participants (collectively, “Participants”) of restricted stock awards (the “Prior Equity Compensation Practices”).

On January 27, 2026, the Compensation Committee approved and adopted further amendments to the Company’s practices relating to the grant to Participants of restricted stock awards (the “Revised Equity Compensation Practices”). The Revised Equity Compensation Practices are substantially the same as the Prior Equity Compensation Practices, except with respect to dividends on restricted stock awards (as described below).

The Revised Equity Compensation Practices include:

(i) a revised form of restrictive stock agreement relating to awards of restricted shares of the Company’s common stock that vest over time (“Time Restricted Shares”); and

(iii) a form of restricted stock agreement relating to awards of restricted shares of the Company’s common stock that vest based on the satisfaction of certain performance metrics (“Performance Restricted Shares”).

Under the Revised Equity Compensation Practices, in general, the Company will grant to its Participants, on an annual basis, (i) Time Restricted Shares and (ii) Performance Restricted Shares. Participants will continue to be selected by the Compensation Committee. The number of each Participant’s Time Restricted Shares and Performance Restricted Shares, in the aggregate (the “Total Number”), is based upon (A) (i) the midpoint of the Participant’s salary range multiplied by (ii) the Participant’s multiplier minus (B) anticipated Federal and Medicare taxes on the Participant’s award. The number of each of the Time Restricted Shares and the Performance Restricted Shares is 50% of the Total Number.

The following table summarizes the current multiplier for each Participant that is the Chief Executive Officer, the Chief Financial Officer or a named executive officer of the Company.

Time Restricted Shares

Time Restricted Shares generally vest over a period of four years at a rate of 25% each year. Prior to the end of the vesting period, Time Restricted Shares are subject to forfeiture if the Participant ceases to be employed by the Company other than due to the Participant’s death, disability or retirement. During the vesting period, dividends on Time Restricted Shares generally shall be retained by the Company and not delivered to the Participant until such time, if any, as such shares become vested and not subject to forfeiture to the Company.

Performance Restricted Shares

Performance Restricted Shares generally vest after a performance period of three years based on the attainment of certain performance thresholds of certain performance goals, each as set by the Compensation Committee towards the beginning of the performance period. The Compensation Committee has chosen two performance goals for the three-year performance period ending December 31, 2028:

In general:

Also, in general, an additional:

If the Company’s level of attainment of the ROE Goal or the Book Value Goal exceeds the minimum but is less than the target, then the amount of vesting or forfeiture will be determined on a straight-line basis between the minimum and the target. If the level of achievement of the ROE Goal or the Book Value Goal exceeds the target but is less than the maximum, then the amount of vesting or forfeiture will be determined on a straight-line basis between the target and the maximum.

Furthermore, if the number of a Participant’s Performance Restricted Shares that would vest exceeds 100% of such Participant’s Performance Restricted Shares, then the Company will issue additional shares (“Additional Shares”) to the Participant in an amount equal to the vesting percentage in excess of 100% multiplied by the number of the Participant’s Performance Restricted Shares.

Prior to the end of the performance period, the Performance Restricted Shares are subject to forfeiture if the Participant ceases to be employed by the Company other than due to the Participant’s death, disability or retirement. If a Participant dies, becomes disabled, or retires during the performance period, then vesting will be pro-rated based on the number of months of service before the Participant’s death, disability, or retirement during the performance period.

During the performance period, dividends on Performance Restricted Shares generally shall be retained by the Company and not delivered to the Participant until such time, if any, as such shares become vested and not subject to forfeiture to the Company. No dividends on Additional Shares will be credited to a Participant’s account until the Company issues the Additional Shares to the Participant.

Summary of Time Restricted Shares and Performance Restricted Shares

The following table summarizes certain terms of the Time Restricted Shares and the Performance Restricted Shares.

The foregoing description of Time Restricted Shares is qualified in its entirety by reference to (i) the full text of the form of Restricted Stock Agreement (Time Vesting), which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and (ii) the Company’s Third Amended and Restated 2003 Stock Plan, which is incorporated by reference herewith as Exhibit 10.3 to this Current Report on Form 8-K. The foregoing description of Performance Restricted Shares is qualified in its entirety by reference to (i) the full text of the form of Restricted Stock Agreement (Performance Vesting), which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and (ii) the Company’s Third Amended and Restated 2003 Stock Plan, which is incorporated by reference herewith as Exhibit 10.3 to this Current Report on Form 8-K.

Grants of Time Restricted Shares and Performance Restricted Shares

On January 27, 2026, the Company granted Time Restricted Shares and Performance Restricted Shares to the Chief Executive Officer, the Chief Financial Officer and the named executive officers of the Company as follows:

The Company has entered into, or will enter into, agreements with each recipient named in the table above in the forms filed herewith as Exhibit 10.1 (form of Restricted Stock Agreement (Time Vesting)) and Exhibit 10.2 (form of Restricted Stock Agreement (Performance Vesting)) to this Current Report on Form 8-K.

Grants of Unrestricted Shares of Common Stock

On January 27, 2026, the Company granted unrestricted shares of common stock to the Chief Executive Officer, the Chief Financial Officer and the named executive officers of the Company as follows:

The Company granted these unrestricted shares of common stock pursuant to the Company’s Third Amended and Restated 2003 Stock Plan and the applicable Restricted Stock Agreement (Performance Vesting), in each case based on the Company attaining in excess of the combined target ROE Goal and target Book Value Goal over the 2023-2025 performance period with respect to Performance Restricted Shares that were granted in 2023.

(d) Exhibits

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.

Date: February 2, 2026