UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Amendment to Purchase Agreement
On May 6, 2025, Unitil Corporation, a New Hampshire corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Company and Aquarion Water Authority, a public corporation and political subdivision of the state of Connecticut (“Seller”), and, solely with respect to Section 9.25 and Section 9.26 thereof, South Central Connecticut Regional Water Authority (“RWA”). Pursuant to the Purchase Agreement, the Company agreed to acquire all of the issued and outstanding shares of common stock of Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc. from Seller (the “Acquisition”).
The Company previously disclosed a brief summary of the material terms and conditions of the Purchase Agreement in a Form 8-K dated May 6, 2025, which the Company filed with the Securities and Exchange Commission on May 12, 2025.
On January 23, 2026, the Company entered into an Amendment No. 1 to Purchase and Sale Agreement (the “Amendment”) by and between the Company, Seller and RWA. The Amendment, among other things, amends the definition of “Termination Date” in Section 8.1(d) of the Purchase Agreement by replacing the reference to “January 23, 2026” with “February 23, 2026”. Except as specifically modified and amended by the Amendment, the Purchase Agreement remains unchanged.
Neither the Company nor any of its controlled affiliates has any material relationship with Seller or RWA, other than with respect to the Purchase Agreement and the Amendment.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment attached hereto as Exhibit 2.1.
The Amendment has been included to provide investors with information regarding its terms. The Amendment is not intended to provide any factual information about the Company. The representations, warranties and covenants contained in the Amendment were made only for purposes of the Amendment and as of specific dates and were solely for the benefit of the parties to the Amendment. Moreover, the representations and warranties contained in the Amendment generally were made for the purpose of allocating contractual risk among the parties to the Amendment instead of establishing matters as facts, and may be subject to standards of materiality applicable to the parties to the Amendment that differ from those applicable to investors. Investors are not third-party beneficiaries under the Amendment 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. Additionally, information concerning the subject matter of the representations and warranties contained in the Amendment may change after the date of the Amendment, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number |
Exhibit |
Reference (1) |
||||
| 2.1 | Amendment No. 1 to Purchase and Sale Agreement, dated as of January 23, 2026, by and among Unitil Corporation, Aquarion Water Authority and South Central Connecticut Regional Water Authority. | Filed herewith | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | 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. |
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 | ||
| By: | ||
| /s/ Daniel J. Hurstak | ||
| Daniel J. Hurstak | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
Date: January 29, 2026