1 unchanged sentence
Additional risks not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results.
−Removed: If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be adversely affected.
+Added: If any of the following risks actually occur, the
+Added: Company’s business, financial condition or results of operations could be adversely affected.
In such case, the trading price of the Company’s common stock could decline and investors could lose all or part of their investment.
12 unchanged sentences
The occurrence of any of these events could adversely affect the Company’s financial position or results of operations.
−Removed: The Company’s operational and information systems on which it relies to conduct its business and serve customers could fail to function properly due to technological problems, a cyber-attack, acts of terrorism, severe weather, a solar event, an
−Removed: electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other reasons, that could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense.
+Added: The Company’s operational and information systems on which it relies to conduct its business and serve customers could fail to function properly due to technological problems, a cyber-attack, acts of terrorism, severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information technology assets, human error, or other reasons, that could disrupt the Company’s operations and cause the Company to incur unanticipated losses and expense.
The operation of the Company’s extensive electric and natural gas systems rely on evolving information and operating technology systems and network infrastructure that are likely to become more complex as new technologies and systems are developed.
21 unchanged sentences
Shortages of certain highly skilled employees may also mean that qualified employees are not available externally to replace these employees when they are needed.
−Removed: In addition, shortages in highly skilled
−Removed: employees coupled with competitive pressures may require the Company to incur additional employee recruiting and compensation expenses.
+Added: In addition, shortages in highly skilled employees coupled with competitive pressures may require the Company to incur additional employee recruiting and compensation expenses.
The Company may be adversely affected by work stoppages, labor disputes, and/or pandemic illness to which it may not be able to promptly respond.
14 unchanged sentences
The Company may be unable to obtain favorable rate adjustments or to maintain its current authorized rates of return, which could adversely affect its financial condition, results of operations, and cash flows.
−Removed: Regulatory authorities also have authority with respect to the Company’s ability to recover its electricity and natural gas supply costs, as incurred by Unitil Energy, Fitchburg, Unitil Power, and Northern Utilities.
+Added: Regulatory authorities also have authority with respect to the Company’s ability to recover its electricity and natural gas supply costs, as incurred by Unitil Energy, Fitchburg, Unitil Power, Northern Utilities, Bangor and Maine Natural.
If the Company is unable to recover a significant amount of these costs, or if the Company’s recovery of these costs is significantly delayed, the Company’s financial condition, results of operations, or cash flows could be adversely affected.
2 unchanged sentences
The Company’s business is subject to environmental regulation in all jurisdictions in which it operates and its costs of compliance are significant.
−Removed: New, or changes to existing, environmental regulation, including those related to climate change
−Removed: or greenhouse gas emissions, and the incurrence of environmental liabilities could adversely affect the Company’s financial condition, results of operations, and cash flows.
+Added: New, or changes to existing, environmental regulation, including those related to climate change or greenhouse gas emissions, and the incurrence of environmental liabilities could adversely affect the Company’s financial condition, results of operations, and cash flows.
The Company’s utility operations are generally subject to extensive federal, state and local environmental laws and regulations relating to air quality, water quality, waste management, natural resources, and the health and safety of the Company’s employees.
38 unchanged sentences
These cash contributions could have an adverse effect on the Company’s financial condition, results of operations, and cash flows if the Company is unable to recover such costs in rates or if such recovery is significantly delayed.
−Removed: See section titled Critical Accounting Policies—Retirement Benefit Obligations in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Note 9 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements for a more detailed discussion of the Company’s pension obligations.
+Added: See section titled Critical Accounting Policies—Retirement Benefit Obligations in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of
+Added: Operations) and Note 10 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements for a more detailed discussion of the Company’s pension obligations.
The terms of the Company’s and its subsidiaries’ indebtedness restrict the Company’s and its subsidiaries’ business operations (including their ability to incur material amounts of additional indebtedness), which could adversely affect the Company’s financial condition and results of operations.
1 unchanged sentence
These restrictions could adversely affect the Company’s financial condition, results of operations, and cash flows.
+Added: The Company’s existing credit facility also provides for restrictions on, among other things, the Company’s and its subsidiaries’ ability to permit liens or incur indebtedness, and restrictions on the Company’s ability to merge or consolidate with another entity or change its line of business, and includes a financial covenant that the Company’s Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis.
See sections titled Liquidity, Commitments and Capital Requirements in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Note 4 (Debt and Financing Arrangements) to the accompanying Consolidated Financial Statements for a more detailed discussion of these restrictions.
9 unchanged sentences
As of February 9, 2026, the Company’s current effective annualized dividend is $1.90 per share of common stock, payable quarterly.
−Removed: The Board reviews Unitil’s dividend policy periodically in light of a number of business and financial
−Removed: factors, including those referred to in this report, and the Company cannot assure the amount of dividends, if any, that may be paid in the future.
+Added: The Board reviews Unitil’s dividend policy periodically in light of a number of business and financial factors, including those referred to in this report, and the Company cannot assure the amount of dividends, if any, that may be paid in the future.
+Added: Future sales and issuances of common stock or rights to purchase common stock, could result in dilution of the percentage ownership of the Company’s shareholders.
+Added: On June 3, 2025, the Company entered into a Distribution Agreement (the “Distribution Agreement”) with sales agents, as agents and/or forward sellers, and forward purchasers pursuant to which we may sell, from time to time, up to an aggregate sales price of $50 million of common stock, through the sales agents (the ATM program).
+Added: During the year ended December 31, 2025, the Company sold 27,620 shares of common stock under the ATM program at an average price of $53.00 per share, resulting in gross proceeds of $1.5 million and net proceeds of $1.4 million after deducting commissions and offering expenses.
+Added: As of December 31, 2025, $48.5 million remains available for future sales under the program.
+Added: Any sales of shares of common stock through the sales agents may cause dilution to the Company’s existing shareholders.
The Company has made and may make acquisitions and may pursue other strategic transactions, which could impact the Company’s financial condition or results of operations.
As part of the Company’s business strategy, the Company has made and may make acquisitions to add complementary companies, assets, services or products, and from time to time may enter into other strategic transactions such as investments and joint ventures.
−Removed: For example, on July 8, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) among the Company, PHC Utilities, Inc., an Ohio corporation (the “Seller”), and Hearthstone Utilities, Inc., d/b/a Hope Companies, Inc., an Ohio corporation, pursuant to which the Company agreed to acquire all the issued and outstanding shares of capital stock of Bangor Natural Gas Company, a Maine corporation, from the Seller, for $70.9 million in cash, subject to adjustment as set forth in the Purchase Agreement (the transaction, the “Bangor Transaction”).
−Removed: The acquisition closed on January 31, 2025.
+Added: For example, the Company completed the acquisitions of Bangor Natural Gas Company on January 31, 2025 and Maine Natural Gas Corporation on October 31, 2025.
In the future, the Company may not be able to find suitable acquisition candidates, and may not be able to complete acquisitions or other strategic transactions on favorable terms, or at all.
+Added: For example, on May 6, 2025, the Company entered into a definitive agreement to acquire Aquarion Water Company of Massachusetts, Inc., Aquarion Water Company of New Hampshire, Inc., and Abenaki Water Co., Inc.
+Added: (the Aquarion Companies) from the Aquarion Water Authority, a quasi-public corporation and political subdivision of the State of Connecticut and a standalone, newly created water authority alongside the South Central Connecticut Regional Water Authority subject to certain closing adjustments.
+Added: There is no guarantee that these acquisitions will be approved by the appropriate governmental and other regulatory authorities.
In some cases, the costs of such acquisitions or other strategic transactions may be substantial, and there is no assurance that the Company will realize expected synergies and potential monetization opportunities for the Company’s acquisitions, or a favorable return on investment for strategic investments.
7 unchanged sentences
On occasion, the Company purchases natural gas from producers and marketers on the spot market.
−Removed: presidential administration has proposed the implementation of a number of tariffs, including tariffs on energy imports from Canada, which could significantly increase the cost of natural gas in the U.S., potentially decreasing customer demand for natural gas.
+Added: presidential administration has implemented of a number of tariffs, including tariffs on energy imports from Canada, which could significantly increase the cost of natural gas in the U.S., potentially decreasing customer demand for natural gas.
The Company may also need to obtain natural gas from other sources, when possible.
10 unchanged sentences
A significant amount of the Company’s sales are temperature sensitive.
−Removed: Because of this, mild winter and summer temperatures could decrease the Company’s sales, which could adversely affect the Company’s financial condition and
−Removed: results of operations.
+Added: Because of this, mild winter and summer temperatures could decrease the Company’s sales, which could adversely affect the Company’s financial condition and results of operations.
Also, the Company’s sales may vary from year to year depending on weather conditions, and the Company’s results of operations generally reflect seasonality.
A significant amount of the Company’s natural gas sales are temperature sensitive.
−Removed: Therefore, mild winter temperatures could decrease the amount of natural gas sold by the Company, which could adversely affect the Company’s financial condition, results of operations, and cash flows.
+Added: Therefore, mild winter temperatures could decrease the amount of natural gas sold by the Company, which could adversely affect the Company’s financial
+Added: condition, results of operations, and cash flows.
The Company’s electric sales also are temperature sensitive, but less so than its natural gas sales.
24 unchanged sentences
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.