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Item 9A. Controls and Procedures

2026-02-09 compared with 2025-02-10 · 84 added, 48 removed, 339 unchanged (28% of the section changed)

5 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Unitil management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based upon criteria established in the “Internal Control–Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, the Company’s management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based upon criteria established in the “Internal Control–Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

There were no material changes in internal control over financial reporting during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management continues to evaluate and enhance controls related to significant estimates, including regulatory assets, revenue recognition, and pension and postretirement obligations.

Management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 excluded the internal controls of Maine Natural Gas Corporation, which was acquired on October 31, 2025.

Maine Natural Gas Corporation's total assets and total revenues represented approximately 4.9% and 1.5%, respectively, of the Company's consolidated total assets and revenues as of and for the year ended December 31, 2025.

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, 2025, as stated in their report which appears in Part II, Item 8 herein.

Changes in Internal Control over Financial Reporting

There have been no changes in Unitil’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.

Except as described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

36 unchanged sentences

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

Stock Purchase Agreement between Unitil Corporation and Avangrid Enterprises, Inc.

dated March 31, 2025

Exhibit 2.1 to Form 8-K for March 31, 2025 (SEC File No.

Purchase and Sale Agreement between Unitil Corporation and Aquarion Water Authority, and, solely with respect to Section 9.25 and Section 9.26 thereof, South Central Connecticut Regional Water Authority.

Exhibit 2.1 to Form 8-K for May 6, 2025 (SEC File No.

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.

Exhibit 2.1 to Form 8-K for January 23, 2026 (SEC File No.

Articles of Incorporation of Unitil Corporation.

10 unchanged sentences

333-168394, dated January 28, 2014

Exhibit Number

Description of Exhibit

Reference (1)

Fourth Amended and Restated By-Laws of Unitil Corporation.

2 unchanged sentences

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

Exhibit Number

Description of Exhibit

Reference (1)

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

20 unchanged sentences

Exhibit 4.4 to Form 8-K dated August 1, 2016 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by Lincoln Benefit Life Company in the principal amount of $1,000,000.

2 unchanged sentences

Exhibit 4.6 to Form 8-K dated August 1, 2016 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by United of Omaha Life Insurance Company in the principal amount of $3,000,000.

26 unchanged sentences

Exhibit 4.1 to Form 8-K dated November 30, 2018 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Fifteenth Supplemental Indenture dated November 29, 2018 by and between Unitil Energy Systems, Inc.

4 unchanged sentences

Exhibit 4.3 to Form 8-K dated November 30, 2018 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Note Purchase Agreement dated September 12, 2019 by and among Northern Utilities, Inc.

27 unchanged sentences

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

Exhibit Number

Description of Exhibit

Reference (1)

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

4 unchanged sentences

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.

25 unchanged sentences

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

Exhibit Number

Description of Exhibit

Reference (1)

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

4 unchanged sentences

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

Exhibit Number

Description of Exhibit

Reference (1)

Amended and Restated Note issued to Bank of America, N.A.

26 unchanged sentences

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

Note Purchase Agreement dated July 8, 2025 by and among Bangor Natural Gas Company and the several purchasers named therein.

Exhibit 4.1 to Form 8-K for July 8, 2025 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

5.70% Senior Note, Series 2025A, due July 8, 2030, issued by Bangor Natural Gas Company to CoBank, ACB.

Exhibit 4.2 to Form 8-K for July 8, 2025 (SEC File No.

6.31% Senior Note, Series 2025B, due July 8, 2035, issued by Bangor Natural Gas Company to United of Omaha Life Insurance Company.

Exhibit 4.3 to Form 8-K for July 8, 2025 (SEC File No.

Credit Agreement dated October 31, 2025 among Unitil Corporation, The Bank of Nova Scotia, as agent, and The Bank of Nova Scotia, as lender

Exhibit 4.1 to Form 8-K for October 31, 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).

15 unchanged sentences

Exhibit 10.2 to Form 8-K dated June 5, 2013 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Unitil Corporation Second Amended and Restated 2003 Stock Plan.

10 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.

3 unchanged sentences

Exhibit 10.1 to Form 10-Q for March 31, 2015 (SEC File No.

Employment Agreement effective April 25, 2021 between Unitil Corporation and Thomas P.

Meissner, Jr.

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

Employment Agreement between Unitil Corporation and Thomas P.

3 unchanged sentences

Exhibit 10.23 to Form 10-K for 2024 (SEC File No.

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

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.

7 unchanged sentences

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

Guaranty between Unitil Corporation and Avangrid Networks, Inc., dated March 31.

Exhibit 10.3 to Form 10-Q for March 31, 2025 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Debt Commitment Letter between Unitil Corporation and The Bank of Nova Scotia, dated March 31, 2025

Exhibit 10.4 to Form 10-Q for March 31, 2015 (SEC File No.

Distribution Agreement, dated June 3, 2025, by and among Unitil Corporation, Janney Montgomery Scott LLC and Scotia Capital (USA) Inc.

(each as agent and/or forward seller) and Janney Montgomery Scott LLC and The Bank of Nova Scotia (each as forward purchaser).

Exhibit 10.1 to Form 8-K for June 3, 2025 (SEC File No.

Underwriting Agreement, August 14, 2025, by and among Unitil Corporation and Wells Fargo Securities, LLC, Scotia Capital (USA) Inc.

and Janney Montgomery Scott LLC.

Exhibit 1.1 to Form 8-K for August 14, 2025 (SEC File No.

Transition Services Agreement dated October 31, 2025 between Maine Natural Gas Company and Avangrid Service Company, as consented to and acknowledged by Unitil Corporation

Exhibit 10.2 to Form 8-K for October 31, 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)

1 unchanged sentence

Unitil Corporation Insider Trading Policy

Filed herewith

Exhibit 19.2 to Form 10-K for 2024 (SEC File No.

Statement Re:

5 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.

11 unchanged sentences

Filed herewith

Exhibit Number

Description of Exhibit

Reference (1)

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

12 unchanged sentences

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.

(6) In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits.

These schedules and exhibits consist of Annex I to Exhibit B (Interest), which describes the interest rates applicable to the loan facility.

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.

(7) Certain schedules and exhibits to the Purchase and Sale Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

These schedules and exhibits consist of (i) the Seller Disclosure Schedule (as such term is defined in the Purchase and Sale Agreement) and (ii) the Operating Agreement (as such term is defined in the Purchase and Sale Agreement).

Unitil Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission or its staff.

(8) Certain information has been excluded from this exhibit pursuant to Item 601(b)(2)(ii) of Regulation S-K.

(9) Certain schedules and exhibits to the Stock Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

These schedules and exhibits consist of (i) the Disclosure Schedules (as such term is defined in the Stock Purchase Agreement), (ii) the Transition Services Agreement (as such term is defined in the Stock Purchase Agreement), (iii) the Allocation Schedule (as such term is defined in the Stock Purchase Agreement), and (iv) the Target Working Capital (as such term is defined in the Stock Purchase Agreement).

Unitil Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission or its staff.

(P) Paper exhibit.

16 unchanged sentences

February 9, 2026

/ S / TODD R.

Principal Accounting Officer

February 9, 2026

/ S / M ICHAEL B.

February 9, 2026

/ S / E DWARD F.

February 10, 2025

/ S / W INFIELD S.

/S/ NEVEEN F.

February 9, 2026

/ S / N EVEEN F .

/S/ WINFIELD S.

February 9, 2026

/ S / D AVID A.

February 9, 2026

/ S / S UZANNE F OSTER

/S/ SUZANNE FOSTER

Suzanne Foster

February 9, 2026

/ S / J USTINE V OGEL

Justine Vogel

February 10, 2025

/ S / M ARK H.

/S/ MICHAEL B.

February 9, 2026

/S/ KATHERINE KOUNTZE

Katherine Kountze

February 9, 2026

/S/ JANE LEWIS-RAYMOND

February 10, 2025

Jane Lewis-Raymond

February 9, 2026

/S/ JUSTINE VOGEL

February 9, 2026

Justine Vogel

February 9, 2026

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