What changed in this filing

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Item 9A. Controls and Procedures

2025-02-10 compared with 2024-02-13 · 88 added, 23 removed, 299 unchanged (27% of the section changed)

7 unchanged sentences

Based on this evaluation, Unitil management concluded that Unitil’s internal control over financial reporting was effective as of December 31, 2024.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report which appears in Part II, Item 8 herein.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, as stated in their report which appears in Part II, Item 8 herein.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

The press release is furnished with this Annual Report on Form 10-K as Exhibit 99.1.

(b) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934) adopted or terminated a Rule10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K promulgated under the Securities Exchange Act of 1934) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K promulgated under the Securities Exchange Act of 1934).

(b) During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act adopted or terminated a Rule10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K promulgated under the Exchange Act) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K promulgated under the Exchange Act).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

Information required by this Item is set forth in the “Proposal 1:

Election of Directors” section and the “Description of Management” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, is set forth in the “Corporate Governance and Policies of the Board—Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Information regarding the Company’s Audit Committee is set forth in the “Committees of the Board—Audit Committee” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Information regarding the Company’s Code of Ethics is set forth in the “Corporate Governance and Policies of the Board—Code of Ethics” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Information regarding procedures by which shareholders may recommend nominees to the Company’s Board of Directors is set forth in the “Corporate Governance and Policies of the Board—Nominations” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Election of Directors” section and the “Description of Management” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 30, 2025 (the “Proxy Statement”).

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is set forth in the “Corporate Governance and Policies of the Board—Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement.

Information regarding the Company’s Audit Committee is set forth in the “Committees of the Board—Audit Committee” section of the Proxy Statement.

Information regarding the Company’s Code of Ethics is set forth in the “Corporate Governance and Policies of the Board—Code of Ethics” section of the Proxy Statement.

Executive Compensation

Information required by this Item is set forth in the “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Information required by this Item is set forth in the “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” sections of the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this Item is set forth in the “Beneficial Ownership” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024, as well as the Equity Compensation Plan Information table in Part II, Item 5 of this Form 10-K.

Information required by this Item is set forth in the “Beneficial Ownership” section of the Proxy Statement, as well as the Equity Compensation Plan Information table in Part II, Item 5 of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item is set forth in the “Corporate Governance and Policies of the Board—Transactions with Related Persons” and the “Corporate Governance and Policies of the Board—Director Independence” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Principal Accountant Fees and Services

Information required by this Item is set forth in the “Audit Committee Report—Principal Accountant Fees and Services” and the “Audit Committee Report—Audit Committee Pre-Approval Policy” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 1, 2024.

Exhibits and Financial Statement Schedules

12 unchanged sentences

Reference (1)

Stock Purchase Agreement among Unitil Corporation, PHC Utilities, Inc., and Hearthstone Utilities, Inc.

(d/b/a Hope Companies, Inc.) dated July 8, 2024

Exhibit 2.1 to Form 8-K for July 8, 2024 (SEC File No.

Articles of Incorporation of Unitil Corporation.

14 unchanged sentences

Exhibit 4.1 to Form 10-K for 2002 (SEC File No.

Fitchburg Note Agreement dated January 15, 1999 for the 7.37% Notes due January 15, 2029.

Exhibit 4.25 to Form 10-K for 1999 (SEC File No.

Exhibit Number

1 unchanged sentence

Reference (1)

Fitchburg Note Agreement dated January 15, 1999 for the 7.37% Notes due January 15, 2029.

Exhibit 4.25 to Form 10-K for 1999 (SEC File No.

Fitchburg Note Agreement dated June 1, 2001 for the 7.98% Notes due June 1, 2031.

Exhibit 4.6 to Form 10-Q for June 30, 2001 (SEC File No.

Fitchburg Note Agreement dated October 15, 2003 for the 6.79% Notes due October 15, 2025.

Exhibit 4.7 to Form 10-K for 2003 (SEC File No.

Fitchburg Note Agreement dated December 21, 2005 for the 5.90% Notes due December 15, 2030.

89 unchanged sentences

Exhibit 4.7 to Form 8-K dated September 15, 2020 (SEC File No.

Bond Purchase Agreement dated August 21, 2024 by and among Unitil Energy Systems, Inc., U.S.

Bank Trust Company, National Association (as trustee) and the several purchasers named therein.

Exhibit 4.11 to Form 8-K for August 21, 2024 (SEC File No.

Seventeenth Supplemental Indenture dated August 21, 2024 by and between Unitil Energy Systems, Inc.

Bank Trust Company, National Association (as trustee)

Exhibit 4.12 to Form 8-K for August 21, 2024 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

First Mortgage Bond, Series S, 5.69%, due August 21, 2054, issued by Unitil Energy Systems, Inc.

to Metlife Reinsurance Company of Hamilton, Ltd.

Exhibit 4.13 to Form 8-K for August 21, 2024 (SEC File No.

Note Purchase Agreement dated July 6, 2023 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein.

4 unchanged sentences

Exhibit 4.3 to Form 8-K dated July 6, 2023 (SEC File No.

Note Purchase Agreement dated August 21, 2024 by and among Unitil Corporation and the several purchasers named therein.

Exhibit 4.1 to Form 8-K for August 21, 2024 (SEC File No.

5.99% Senior Note, Series 2024, due August 21, 2034, issued by Unitil Corporation to Metropolitan Tower Life Insurance Company

Exhibit 4.2 to Form 8-K for August 21, 2024 (SEC File No.

Note Purchase Agreement dated August 21, 2024 by and among Northern Utilities, Inc.

and the several purchasers named therein.

Exhibit 4.3 to Form 8-K for August 21, 2024 (SEC File No.

5.54% Senior Note, Series 2024A, due August 21, 2034, issued by Northern Utilities, Inc.

to Metropolitan Life Insurance Company

Exhibit 4.4 to Form 8-K for August 21, 2024 (SEC File No.

5.74% Senior Note, Series 2024B, due August 21, 2039, issued by Northern Utilities, Inc.to Modern Woodmen of America.

Exhibit 4.5 to Form 8-K for August 21, 2024 (SEC File No.

Note Purchase Agreement dated August 21, 2024 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein

Exhibit 4.6 to Form 8-K for August 21, 2024 (SEC File No.

5.54% Senior Note, Series 2024A, due August 21, 2034, issued by Fitchburg Gas and Electric Light Company to Metlife Reinsurance Company of Hamilton, Ltd.

Exhibit 4.7 to Form 8-K for August 21, 2024 (SEC File No.

5.99% Senior Note, Series 2024B, due August 21, 2044, issued by Fitchburg Gas and Electric Light Company to Metlife Reinsurance Company of Hamilton, Ltd.

Exhibit 4.8 to Form 8-K for August 21, 2024 (SEC File No.

Note Purchase Agreement dated August 21, 2024 by and among Granite State Gas Transmission, Inc.

and the several purchasers named therein.

Exhibit 4.9 to Form 8-K for August 21, 2024 (SEC File No.

5.74% Senior Note, Series 2024, due August 21, 2034, issued by Granite State Gas Transmission, Inc.

to Metropolitan Life Insurance Company

Exhibit 4.10 to Form 8-K for August 21, 2024 (SEC File No.

Exhibit Number

15 unchanged sentences

Exhibit 4.1 to Form 8-K dated September 29, 2022 (SEC File No.

First Amendment to Third Amended and Restated Credit Agreement between Unitil and Bank of America, N.A., as administrative agent, dated July 18, 2024

Exhibit 4.1 to Form 8-K for July 18, 2024 (SEC File No.

Second Amended and Restated Note issued to Citizens Bank, N.A.

2 unchanged sentences

Exhibit 4.3 to Form 8-K dated September 29, 2022 (SEC File No.

Second Amendment to Third Amended and Restated Credit Agreement dated January 29, 205 among Unitil Corporation;

Bank of America, N.A., as administrative agent;

and Bank of America, N.A., Citizens Bank, N.A., and TD Bank, N.A.

Exhibit 4.1 to Form 8-K dated January 29, 2025 (SEC File No.

Third Amended and Restated Note issued to Citizens Bank, N.A.

Exhibit 4.2 to Form 8-K dated January 29, 2025 (SEC File No.

Third Amended and Restated Note issued to TD Bank, N.A.

Exhibit 4.3 to Form 8-K dated January 29, 2025 (SEC File No.

Amended and Restated Form of Severance Agreement between the Company and the persons listed at the end of such Agreement.

4 unchanged sentences

Exhibit 10.1 to Form 8-K dated July 25, 2018 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Amended and Restated Form of Severance Agreement (Two-Year Term).

7 unchanged sentences

Exhibit 10.1 to Form 8-K dated July 29, 2020 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Amended and Restated Unitil Corporation Supplemental Executive Retirement Plan effective as of December 31, 2016.

8 unchanged sentences

Appendix 1 to the Proxy Statement filed on Schedule 14A dated March 13, 2012 (SEC File No.

Unitil Corporation Third Amended and Restated 2003 Stock Plan.

Exhibit 10.1 to Form 10-Q for March 31, 2024 (SEC File No.

Form of Restricted Stock Unit Agreement under the Unitil Corporation Second Amended and Restated 2003 Stock Plan.

6 unchanged sentences

Exhibit 10.15 to Form 10-K for 2021 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Unitil Corporation Tax Deferred Savings and Investment Plan Trust Agreement.

6 unchanged sentences

Exhibit 10.1 to Form 8-K dated April 28, 2021 (SEC File No.

Employment Agreement between Unitil Corporation and Thomas P.

Meissner, Jr.

Exhibit 10.1 to Form 8-K for May 1, 2024 (SEC File No.

Unitil Corporation—Compensation of Directors effective as of January 1, 2022.

1 unchanged sentence

Unitil Corporation - Compensation of Directors effective as of January 1, 2024

Exhibit 10.20 to Form 10-K for 2023 (SEC File No.

Unitil Corporation - Compensation of Directors effective as of January 1, 2025

Filed herewith

Exhibit Number

Description of Exhibit

Reference (1)

Underwriting Agreement dated August 4, 2021 among Unitil Corporation, on the one hand, and RBC Capital Markets, LLC and BofA Securities, Inc., on the other hand, for themselves and as representatives of the several underwriters named therein.

4 unchanged sentences

Exhibit 10.2 to Form 8-K dated January 24, 2023 (SEC File No.

Transition Services Agreement dated January 31, 2025 between Bangor Natural Gas Company and Hearthstone Holdings, Inc.

(d/b/a Hope Utilities, Inc.), acknowledged by Unitil Corporation

Exhibit 10.2 to Form 8-K dated January 29, 2025 (SEC File No.

Unitil Corporation Corporate Governance Guidelines and Policies of the Board of Directors (includes the Registrant’s insider trading policies and procedures)

Exhibit 19.1 to Form 10-K for 2023 (SEC File No.

Unitil Corporation Insider Trading Policy

Filed herewith

6 unchanged sentences

Filed herewith

Exhibit Number

Description of Exhibit

Reference (1)

Certification of Chief Financial Officer Pursuant to Rule 13a-14 of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

6 unchanged sentences

Executive Compensation Recovery Policy

Filed herewith

Exhibit 97.1 to Form 10-K for 2023 (SEC File No.

Unitil Corporation Press Release Dated February 10, 2025 Announcing Earnings For the Year Ended December 31, 2024.

14 unchanged sentences

(5) 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.

This exhibit’s table of contents, or the cover page of its omitted schedules and exhibits, includes a brief description of the subject matter of all of its 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.

39 unchanged sentences

February 10, 2025

/s/ JANE LEWIS RAYMOND

February 10, 2025

Jane Lewis-Raymond

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures