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UNITIL CORP

UNITIL CORPUTL決算レポート

NYSE · 公益事业 · 電気及びその他のサービス併合

Unitil Corporation is an interstate electricity and natural gas utility company that provides services for New Hampshire, Massachusetts and Maine. Its earliest predecessor company, the Portland Gas Light Company, was founded in Maine in 1849. The current company was set up in 1984 and is based in New Hampshire. With a market cap of 686.51M, it provides electric services to about 102,400 customers and natural gas to over 75,900 customers. The service territory of Unitil includes business distr...

What changed in UNITIL CORP's 10-K — 2024 vs 2025

Top changes in UNITIL CORP's 2025 10-K

245 paragraphs added · 226 removed · 196 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

40 edited+14 added−7 removed14 unchanged
Fitchburg distributes natural gas to approximately 16,400 customers in the communities of Fitchburg, Lunenburg, Townsend, Ashby, Gardner and Westminster, all located in Massachusetts. Fitchburg’s industrial customers include paper manufacturing and paper products companies, rubber and plastics manufacturers, cannabis growing and processing facilities, printing, educational institutions.
Fitchburg distributes natural gas to approximately 16,400 customers in the communities of Fitchburg, Lunenburg, Townsend, Ashby, Gardner and Westminster, all located in Massachusetts. Fitchburg’s industrial customers include paper manufacturing and paper products companies, rubber and plastics manufacturers, cannabis growing and processing facilities, printing, and educational institutions.
The following services and programs are available to shareholders of record: • Online Account Access is available at www.computershare.com/investor . • Dividend Reinvestment and Stock Purchase Plan: To enroll, please contact the Company’s Investor Relations Representative or Computershare. • Dividend Direct Deposit Service: To enroll, please contact the Company’s Investor Relations Representative or Computershare. • Direct Registration: For information, please contact Computershare at 800-935-9330 or the Company’s Investor Relations Representative at 800-999-6501.
The following services and programs are available to shareholders of record: • Online Account Access is available at computershare.com/investor . • Dividend Reinvestment and Stock Purchase Plan: To enroll, please contact the Company’s Investor Relations Representative or Computershare. • Dividend Direct Deposit Service: To enroll, please contact the Company’s Investor Relations Representative or Computershare. • Direct Registration: For information, please contact Computershare at 800-935-9330 or the Company’s Investor Relations Representative at 800-999-6501.
Electricity is distributed by Fitchburg to approximately 30,500 customers in the communities of Fitchburg, Ashby, Townsend and Lunenburg. Fitchburg’s industrial customers include paper manufacturing and paper products companies, rubber and plastics manufacturers, precision machining and molding, non-lethal ballistics manufacturing, specialty chemicals compounding, cannabis growing and processing facilities, printing, and educational institutions.
Electricity is distributed by Fitchburg to approximately 30,700 customers in the communities of Fitchburg, Ashby, Townsend and Lunenburg. Fitchburg’s industrial customers include paper manufacturing and paper products companies, rubber and plastics manufacturers, precision machining and molding, non-lethal ballistics manufacturing, specialty chemicals compounding, cannabis growing and processing facilities, printing, and educational institutions.
Unitil’s distribution utilities are subject to regulation by the applicable state public utility commissions, with regard to their rates, issuance of securities and other accounting and operational matters: Unitil Energy is subject to regulation by the NHPUC; Fitchburg is subject to regulation by the MDPU; and Northern Utilities is regulated by the NHPUC and Maine Public Utilities Commission (MPUC).
Unitil’s distribution utilities are subject to regulation by the applicable state public utility commissions, with regard to their rates, issuance of securities and other accounting and operational matters: Unitil Energy is subject to regulation by the NHPUC; Fitchburg is subject to regulation by the MDPU; Northern Utilities is regulated by the NHPUC and Maine Public Utilities Commission (MPUC); and Bangor and Maine Natural are regulated by the MPUC.
On the Investors section of the Company’s website, the Company makes available, free of charge, its Securities and Exchange Commission (SEC) reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports, as well as amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practical after the Company electronically files such material with, or furnishes such material to, the SEC.
On the Investors section of the Company’s website, the Company makes available, free of charge, its Securities and Exchange Commission (SEC) reports, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports, as well as amendments to those 7 Table of Contents reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practical after the Company electronically files such material with, or furnishes such material to, the SEC.
INVESTOR INFORMATION Annual Meeting The Company’s annual meeting of shareholders is scheduled to be held at the offices of the Company, 6 Liberty Lane West, Hampton, New Hampshire, on Wednesday, April 30, 2025, at 11:30 a.m. Eastern Time.
INVESTOR INFORMATION Annual Meeting The Company’s annual meeting of shareholders is scheduled to be held at the offices of the Company, 6 Liberty Lane West, Hampton, New Hampshire, on Wednesday, April 29, 2026, at 11:30 a.m. Eastern Time.
Both Northern Utilities and Fitchburg supply gas to those customers who do not obtain their supply from third-party competitive suppliers, with the approved costs associated with this gas supply recovered on a pass-through basis under regulated reconciling rate mechanisms that are periodically adjusted.
Northern Utilities, Fitchburg, Bangor and Maine Natural supply gas to those customers who do not obtain their supply from third-party competitive suppliers, with the approved costs associated with this gas supply recovered on a pass-through basis under regulated reconciling rate mechanisms that are periodically adjusted.
Northern Utilities distributes natural gas to approximately 72,700 customers in 47 New Hampshire and southern Maine communities, from Plaistow, New Hampshire in the south to the city of Portland, Maine and then extending to Lewiston-Auburn, Maine to the north. Northern Utilities has a diversified customer base both in Maine and New Hampshire. Commercial businesses include healthcare, education, government and retail.
Northern Utilities distributes natural gas to approximately 73,200 customers in fifty New Hampshire and southern Maine communities, from Plaistow, New Hampshire in the south to the city of Portland, Maine and then extending to Lewiston-Auburn, Maine to the north. Northern Utilities has a diversified customer base both in Maine and New Hampshire. Commercial businesses include healthcare, education, government and retail.
Unitil’s principal business is the local distribution of electricity and natural gas to approximately 198,500 customers throughout its service territories in the states of New Hampshire, Massachusetts and Maine.
Unitil’s principal business is the local distribution of electricity and natural gas to approximately 215,100 customers throughout its service territories in the states of New Hampshire, Massachusetts and Maine.
This feedback helps create action plans to improve the engagement of employees consistent with the Company’s culture of continuous improvement. 6 As of December 31, 2024, a total of 172 employees of certain of the Company’s subsidiaries were represented by labor unions.
This feedback helps create action plans to improve the engagement of employees consistent with the Company’s culture of continuous improvement. As of December 31, 2025, a total of 192 employees of certain of the Company’s subsidiaries were represented by labor unions.
(Unitil Resources) NH - 1993 Non-regulated Energy Services Unitil and its subsidiaries are subject to regulation as a holding company system by the Federal Energy Regulatory Commission (FERC) under the Energy Policy Act of 2005.
(Unitil Water) NH - 2025 Non-regulated Company Unitil and its subsidiaries are subject to regulation as a holding company system by the Federal Energy Regulatory Commission (FERC) under the Energy Policy Act of 2005.
Unitil is the parent company of three wholly-owned distribution utilities: i) Unitil Energy, which provides electric service in the southeastern seacoast and state capital regions of New Hampshire, including the capital city of Concord, ii) Fitchburg, which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts, and iii) Northern Utilities, which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland, which is the largest city in northern New England.
Unitil is the parent company of five wholly-owned distribution utilities: i) Unitil Energy, which provides electric service in the southeastern seacoast and state capital regions of New Hampshire, including the capital city of Concord, ii) Fitchburg, which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts, iii) Northern Utilities, which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland, which is the largest city in northern New England, iv) Bangor, which provides natural gas service in the Bangor area of central Maine, and v) Maine Natural, which provides natural gas service in southern and central Maine, including the greater Portland region, as well as the capital city of Augusta.
In addition, Unitil is the parent company of Granite State, an interstate natural gas transmission pipeline company that provides interstate natural gas pipeline access and transportation services to Northern Utilities in its New Hampshire and Maine service territory. Together, Unitil’s three distribution utilities serve approximately 109,400 electric customers and 89,100 natural gas customers.
In addition, Unitil is the parent company of Granite State, an interstate natural gas transmission pipeline company that provides interstate natural gas pipeline access and transportation services to Northern Utilities in its New Hampshire and Maine service territory. Together, Unitil’s five distribution utilities serve approximately 110,100 electric customers and 105,000 natural gas customers.
Unitil Energy distributes electricity to approximately 78,900 customers in New Hampshire in the capital city of Concord as well as parts of 12 surrounding towns, and all or part of 18 towns in the southeastern and seacoast regions of New Hampshire, including the towns of Hampton, Exeter, Atkinson and Plaistow. Unitil Energy’s service territory consists of approximately 408 square miles.
Unitil Energy distributes electricity to approximately 79,400 customers in New Hampshire in the capital city of Concord as well as parts of thirteen surrounding towns, and all or part of nineteen towns in the southeastern and seacoast regions of New Hampshire, including the towns of Hampton, Exeter, Atkinson and Plaistow. Unitil Energy’s service territory consists of approximately 408 square miles.
Also see Note 1 (Summary of Significant Accounting Policies), Note 6 (Energy Supply) and Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements for additional information regarding rates and regulation. EMPLOYEES As of December 31, 2024, the Company and its subsidiaries had 544 employees.
Also see Note 1 (Summary of Significant Accounting Policies), Note 6 (Energy Supply) and Note 8 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements for additional information regarding rates and regulation. 6 Table of Contents EMPLOYEES As of December 31, 2025, the Company and its subsidiaries had 595 employees.
Granite State provides Northern Utilities with interconnection to major natural gas pipelines and access to domestic natural gas supplies in the south and Canadian natural gas supplies in the north. Granite State had operating revenue of $9.8 million in 2024.
Granite State provides Northern Utilities with interconnection to major natural gas pipelines and access to domestic natural gas supplies in the south and Canadian natural gas supplies in the north. Granite State had operating revenue of $12.6 million in 2025.
The difference between distribution revenue amounts billed to customers and the targeted revenue decoupling amounts is recognized as an increase or a decrease in Accrued Revenue, which forms the basis for resetting rates for future cash recoveries from, or credits to, customers.
Revenue decoupling eliminates the dependency of distribution revenue on the volume of electricity or gas sold. The difference between distribution revenue amounts billed to customers and the targeted revenue decoupling amounts is recognized as an increase or a decrease in Accrued Revenue, which forms the basis for resetting rates for future cash recoveries from, or credits to, customers.
Unitil Energy’s 2024 electric operating revenue was $164.7 million, of which approximately 57% was derived from residential sales and 43% from commercial and industrial (C&I) sales. Fitchburg is engaged in the distribution of both electricity and natural gas in the greater Fitchburg area of north central Massachusetts. Fitchburg’s service territory encompasses approximately 170 square miles.
Unitil Energy’s 2025 electric operating revenue was $157.3 million, of which approximately 55% was derived from residential sales and 45% from commercial and industrial (C&I) sales. Fitchburg is engaged in the distribution of both electricity and natural gas in the greater Fitchburg area of north central Massachusetts. Fitchburg’s service territory encompasses approximately 170 square miles.
Northern Utilities’ industrial base includes manufacturers in the auto, housing, paper, printing, textile, pharmaceutical, electronics, wire and food production industries as well as a military installation. Northern Utilities’ 2024 gas operating revenue was $188.7 million, of which approximately 38% was derived from residential firm sales and 62% from C&I firm sales.
Northern Utilities’ industrial base includes manufacturers in the auto, housing, paper, printing, textile, pharmaceutical, electronics, wire and food production industries as well as a military installation. Northern Utilities’ 2025 gas operating revenue was $191.3 million, of which approximately 37% was derived from residential firm sales and 63% from C&I firm sales.
In addition, the Company’s distribution utilities and its natural gas transmission pipeline company may recover certain base rate costs, including capital project spending and enhanced reliability and vegetation management programs, through annual step adjustments and cost tracking rate mechanisms. The Company's electric and gas sales in New Hampshire and Massachusetts are now largely decoupled.
In addition, the Company’s distribution utilities and its natural gas transmission pipeline company may recover certain base rate costs, including capital project spending and enhanced reliability and vegetation management programs, through annual step adjustments and cost tracking rate mechanisms.
The Company’s total operating revenue was $494.8 million in 2024. Unitil’s operating revenue is substantially derived from regulated electric and natural gas distribution utility operations.
The Company’s total operating revenue was $536.0 million in 2025. Unitil’s operating revenue is substantially derived from regulated electric and natural gas distribution utility operations.
Annual gas revenues are substantially realized during the colder weather seasons of the year as a result of higher sales of natural gas used for heating-related purposes. Accordingly, the results of operations are historically most favorable in the first and fourth quarters. Fluctuations in seasonal weather conditions may have a significant effect on the result of operations.
Annual gas revenues are substantially realized during the colder weather seasons of the year as a result of higher sales of natural gas used for heating-related purposes. Accordingly, the results of operations are historically most favorable in the first and fourth 5 Table of Contents quarters.
The following table details by subsidiary the employees covered by a collective bargaining agreement (CBA) as of December 31, 2024: Employees Covered CBA Expiration Fitchburg 46 5/31/2027 Northern Utilities NH Division 36 06/07/2025 Northern Utilities ME Division 40 03/31/2026 Granite State 4 03/31/2026 Unitil Energy 41 5/31/2028 Unitil Service 5 5/31/2028 The CBAs provide discrete salary adjustments, established work practices and uniform benefit packages.
The following table details by subsidiary the employees covered by a collective bargaining agreement (CBA) as of December 31, 2025: Employees Covered CBA Expiration Unitil Energy 40 5/31/2028 Fitchburg 45 5/31/2027 Northern Utilities NH Division 35 5/31/2030 Northern Utilities ME Division 41 3/31/2027 Bangor 13 5/31/2026 Maine Natural 8 3/31/2027 Granite State 5 3/31/2027 Unitil Service 5 5/31/2028 The CBAs provide discrete salary adjustments, established work practices and uniform benefit packages.
See “Results of Operations” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) for a discussion of the non-GAAP financial measures presented in this Annual Report on Form 10-K, including a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented. 4 Natural Gas Distribution Utility Operations Unitil’s natural gas distribution operations are conducted through two of the Company’s operating utilities, Northern Utilities and Fitchburg.
See “Results of Operations” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) for a discussion of the non-GAAP financial measures presented in this Annual Report on Form 10-K, including a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented.
Fitchburg’s 2024 gas operating revenue was $48.0 million, of which approximately 57% was derived from residential firm sales and 43% from C&I firm sales. Gas Transmission Pipeline Operations Granite State is an interstate natural gas transmission pipeline company, operating 85 miles of underground gas transmission pipeline primarily located in Maine and New Hampshire.
Maine Natural’s 2025 gas operating revenue from the date of acquisition was $8.3 million, of which approximately 28% was derived from residential firm sales and 72% from C&I firm sales. Gas Transmission Pipeline Operations Granite State is an interstate natural gas transmission pipeline company, operating 85 miles of underground gas transmission pipeline primarily located in Maine and New Hampshire.
Fitchburg’s 2024 electric operating revenue was $83.6 million, of which approximately 58% was derived from residential sales and 42% from C&I sales. Natural Gas Operations Unitil’s natural gas operations include gas distribution utility operations and interstate gas transmission pipeline operations. Revenue from Unitil’s gas operations was $246.5 million in 2024, which represents about 50% of Unitil’s total operating revenue.
Fitchburg’s 2025 electric operating revenue was $79.1 million, of which approximately 59% was derived from residential sales and 41% from C&I sales. Natural Gas Operations Unitil’s natural gas operations include gas distribution utility operations and interstate gas transmission pipeline operations. Revenue from Unitil’s gas operations was $299.6 million in 2025, which represents about 56% of Unitil’s total operating revenue.
A fifth utility subsidiary, Unitil Power, formerly functioned as the full requirements wholesale power supply provider for Unitil Energy, but ceased being the wholesale supplier of Unitil Energy with the implementation of industry restructuring and divested its long-term power supply contracts. Unitil has three other wholly-owned non-utility subsidiaries: Unitil Service, Unitil Realty, and Unitil Resources.
A seventh utility subsidiary, Unitil Power, formerly functioned as the full requirements wholesale 3 Table of Contents power supply provider for Unitil Energy, but ceased being the wholesale supplier of Unitil Energy with the implementation of industry restructuring and divested its long-term power supply contracts.
Unitil’s distribution utilities deliver electricity and/or natural gas to all customers in their service territory, at rates established under cost of service regulation.
Unitil Energy, Fitchburg, Northern Utilities and Maine Natural’s non-Augusta service areas deliver electricity and/or natural gas to all customers in their service territory, at rates established under cost of service regulation.
Unitil Resources is the Company’s wholly-owned non-regulated subsidiary which currently does not have any activity. For segment information relating to each segment’s revenue, earnings and assets, see Note 2 (Segment Information) to the Consolidated Financial Statements included in Part II, Item 8 (Financial Statements and Supplementary Data) of this report.
For segment information relating to each segment’s revenue, earnings and assets, see Note 2 (Segment Information) to the Consolidated Financial Statements included in Part II, Item 8 (Financial Statements and Supplementary Data) of this report.
Box 43078 Providence, RI 02940-3078 Telephone: 800-736-3001 www.computershare.com/investor Investor Relations For information about the Company, you may call the Company directly, toll-free, at: 800-999-6501 and ask for the Investor Relations Representative; visit the Investors page at www.unitil.com ; or contact the transfer agent, Computershare, at the number listed above. 7 Special Services & Shareholder Programs Available to Holders of Record If a shareholder’s shares of the Company’s common stock are registered directly in the shareholder’s name with the Company’s transfer agent, the shareholder is considered a holder of record of the shares.
Box 43078 Providence, RI 02940-3078 Telephone: 800-736-3001 computershare.com/investor Investor Relations For information about the Company, you may call the Company directly, toll-free, at: 800-999-6501 and ask for the Investor Relations Representative; visit the Investors page at unitil.com ; or contact the transfer agent, Computershare, at the number listed above.
All employees are eligible for health insurance, paid and unpaid leave, educational assistance, retirement plan and life and disability/accident coverage. Feedback from employees is collected annually in the Company’s employee opinion survey.
To attract and retain a talented workforce, Unitil provides employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location. All employees are eligible for health insurance, paid and unpaid leave, educational assistance, retirement plan and life and disability/accident coverage. Feedback from employees is collected annually in the Company’s employee opinion survey.
The Company’s GAAP Gas Gross Margin was $120.1 million in 2024. The Company’s Gas Adjusted Gross Margin (a non-GAAP financial measure) was $166.9 million in 2024, or 61% of Unitil’s total Adjusted Gross Margin.
The Company’s GAAP Gas Gross Margin was $142.3 million in 2025. The Company’s Gas Adjusted Gross 4 Table of Contents Margin (a non-GAAP financial measure) was $199.1 million in 2025, or 63% of Unitil’s total Adjusted Gross Margin.
The primary business of Unitil’s natural gas utility operations is the local distribution of natural gas to customers in its service territories in New Hampshire, Massachusetts and Maine. Northern Utilities’ C&I customers and Fitchburg’s residential and C&I customers are entitled to purchase their natural gas supply from third-party competitive suppliers, while Northern Utilities or Fitchburg remains their gas distribution company.
Northern Utilities’, Bangor’s and Maine Natural’s C&I customers and Fitchburg’s residential and C&I customers are able to purchase their natural gas supply from third-party competitive suppliers, while Northern Utilities, Bangor, Maine Natural or Fitchburg remains their gas distribution company.
Unitil Service provides, at cost, a variety of administrative and professional services, including regulatory, financial, accounting, human resources, engineering, operations, technology and energy supply management services on a centralized basis to its affiliated Unitil companies. Unitil Realty owns and manages the Company’s corporate office in Hampton, New Hampshire and 3 land for future use in Kingston, New Hampshire.
Unitil has four other wholly-owned non-utility subsidiaries: Unitil Service, Unitil Realty, Unitil Resources and Unitil Water. Unitil Service provides, at cost, a variety of administrative and professional services, including regulatory, financial, accounting, human resources, engineering, operations, technology and energy supply management services on a centralized basis to its affiliated Unitil companies.
Sales of electricity are generally less sensitive to weather than natural gas sales, but may also be affected by weather conditions and the temperature in the winter and summer seasons. Unitil Energy, Fitchburg and Northern Utilities have a well-diversified customer mix and are not dependent on a single customer, or a few customers, for their electric and natural gas sales.
Fluctuations in seasonal weather conditions may have a significant effect on the result of operations. Sales of electricity are generally less sensitive to weather than natural gas sales, but may also be affected by weather conditions and the temperature in the winter and summer seasons.
(Northern Utilities) NH - 1979 Natural Gas Distribution Utility Granite State Gas Transmission, Inc. (Granite State) NH - 1955 Natural Gas Transmission Pipeline Unitil Power Corp. (Unitil Power) NH - 1984 Wholesale Electric Power Utility Unitil Service Corp. (Unitil Service) NH - 1984 Utility Service Company Unitil Realty Corp. (Unitil Realty) NH - 1986 Real Estate Management Unitil Resources, Inc.
(Northern Utilities) NH - 1979 Natural Gas Distribution Utility Bangor Natural Gas Company (Bangor) ME - 1998 Natural Gas Distribution Utility Maine Natural Gas Corporation (Maine Natural) ME - 1998 Natural Gas Distribution Utility Granite State Gas Transmission, Inc. (Granite State) NH - 1955 Natural Gas Transmission Pipeline Unitil Power Corp.
The Company considers its relationship with employees to be good and has not experienced any major labor disruptions. The Company strives to be the employer of choice in the communities it serves—regardless of race, religion, color, gender, or sexual orientation.
The Company considers its relationship with employees to be good and has not experienced any major labor disruptions. The Company strives to be the employer of choice in the communities it serves. The Company works diligently to attract the best talent from a diverse range of sources to meet the current and future demands of the Company’s business.
All of the Company’s revenues are attributable to customers in the United States of America and all its long-lived assets are located in the United States of America. On January 31, 2025, Unitil Corporation acquired Bangor Natural Gas Company, a natural gas distribution utility. Bangor Natural Gas Company was incorporated under the laws of the State of Maine in 1998.
All of the Company’s revenues are attributable to customers in the United States of America and all its long-lived assets are located in the United States of America. OPERATIONS Electric Distribution Utility Operations Unitil’s electric distribution operations are conducted through two of the Company’s utilities, Unitil Energy and Fitchburg.
The Company’s Electric Adjusted Gross Margin (a non-GAAP financial measure) was $107.3 million in 2024, or 39% of Unitil’s total Adjusted Gross Margin.
Revenue from Unitil’s electric utility operations was $236.4 million in 2025, which represents about 44% of Unitil’s total operating revenue. The Company’s GAAP (as defined below) Electric Gross Margin was $82.7 million in 2025. The Company’s Electric Adjusted Gross Margin (a non-GAAP financial measure) was $114.6 million in 2025, or 37% of Unitil’s total Adjusted Gross Margin.
These revenue decoupling targets may be adjusted as a result of rate cases and other authorized adjustments that the Company files with the Massachusetts Department of Public Utilities (MDPU) and New Hampshire Public Utilities Commission (NHPUC). Fitchburg has been subject to revenue decoupling since 2011. Unitil Energy has been subject to revenue decoupling since June 1, 2022.
These revenue decoupling targets may be adjusted as a result of rate cases and other authorized adjustments that the Company files with the MDPU and NHPUC. Non-Regulated and Other Non-Utility Operations The results of Unitil’s other non-utility subsidiaries, Unitil Service, Unitil Resources, Unitil Realty, Unitil Water and the holding company, are included in the Company’s consolidated results of operations.
Removed
Customers Served as of December 31, 2024 Residential Commercial & Industrial (C&I) Total Electric: Unitil Energy 67,428 11,464 78,892 Fitchburg 26,386 4,166 30,552 Total Electric 93,814 15,630 109,444 Natural Gas: Northern Utilities 55,570 17,124 72,694 Fitchburg 14,685 1,749 16,434 Total Natural Gas 70,255 18,873 89,128 Total Customers Served 164,069 34,503 198,572 Unitil had an investment in Net Utility Plant of $1,539.6 million at December 31, 2024.
Added
(Unitil Power) NH - 1984 Wholesale Electric Power Utility Unitil Service Corp. (Unitil Service) NH - 1984 Utility Service Company Unitil Realty Corp. (Unitil Realty) NH - 1986 Real Estate Management Unitil Resources, Inc. (Unitil Resources) NH - 1993 Non-regulated Energy Services Unitil Water Corp.
Removed
OPERATIONS Electric Distribution Utility Operations Unitil’s electric distribution operations are conducted through two of the Company’s utilities, Unitil Energy and Fitchburg. Revenue from Unitil’s electric utility operations was $248.3 million in 2024, which represents about 50% of Unitil’s total operating revenue. The Company’s GAAP (as defined below) Electric Gross Margin was $78.0 million in 2024.
Added
Customers Served as of December 31, 2025 Residential Commercial & Industrial (C&I) Total Electric: Unitil Energy 67,879 11,532 79,411 Fitchburg 26,422 4,231 30,653 Total Electric 94,301 15,763 110,064 Natural Gas: Northern Utilities 56,094 17,161 73,255 Fitchburg 14,706 1,735 16,441 Bangor 7,162 1,751 8,913 Maine Natural 4,803 1,650 6,453 Total Natural Gas 82,765 22,297 105,062 Total Customers Served 177,066 38,060 215,126 Unitil had an investment in Net Utility Plant of $1.8 billion at December 31, 2025.
Removed
Revenue Decoupling Revenue decoupling is the term given to the elimination of the dependency of a utility’s distribution revenue on the volume of electricity or gas sales.
Added
Unitil Realty owns and manages the Company’s corporate office in Hampton, New Hampshire and land in Kingston, New Hampshire on which Unitil Energy’s solar facility is located, which became operational in May 2025. Unitil Resources is the Company’s wholly-owned non-regulated subsidiary which currently does not have any activity. Unitil Water currently does not have any activity.
Removed
As a result of Unitil Energy now being subject to revenue decoupling, as of June 1, 2022, revenue decoupling now applies to substantially all of Unitil’s total annual electric sales volumes. Substantially all of Northern Utilities’ gas sales volumes in New Hampshire have been subject to decoupling 5 since August 1, 2022.
Added
Natural Gas Distribution Utility Operations Unitil’s natural gas distribution operations are conducted through four of the Company’s operating utilities, Northern Utilities, Fitchburg, Bangor and Maine Natural. The primary business of Unitil’s natural gas utility operations is the local distribution of natural gas to customers in its service territories in New Hampshire, Massachusetts and Maine.
Removed
The Company's electric and gas sales in New Hampshire and Massachusetts are now largely decoupled. Northern Utilities’ gas sales volumes in Maine are not subject to revenue decoupling. Non-Regulated and Other Non-Utility Operations The results of Unitil’s other non-utility subsidiaries, Unitil Service, Unitil Resources, Unitil Realty, and the holding company, are included in the Company’s consolidated results of operations.
Added
Fitchburg’s 2025 gas operating revenue was $59.5 million, of which approximately 59% was derived from residential firm sales and 41% from C&I firm sales. Bangor distributes natural gas to approximately 8,900 customers in ten communities in the Bangor area of central Maine. Bangor’s commercial customers include healthcare, education, retail and hospitality.
Removed
The Company works diligently to attract the best talent from a diverse range of sources to meet the current and future demands of the Company’s business. To attract and retain a talented workforce, Unitil provides employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location.
Added
Bangor’s industrial customers include manufacturers in outdoor products, electronics, and food production industries. Bangor’s 2025 gas operating revenue from the date of acquisition was $27.9 million, of which approximately 39% was derived from residential firm sales and 61% from C&I firm sales.
Removed
The Company expects to negotiate new agreements prior to their expiration dates. AVAILABLE INFORMATION The Internet address for the Company’s website is unitil.com .
Added
Maine Natural distributes natural gas to approximately 6,500 customers in nine communities in the greater Portland region of Maine, as well as the capital city of Augusta. Maine Natural’s commercial customers include healthcare, education, government and retail. Maine Natural’s industrial customers include shipbuilding, construction, aggregate and materials production, and paving.
Added
Unitil Energy, Fitchburg, Northern Utilities, Bangor and Maine Natural have a well-diversified customer mix and are not dependent on a single customer, or a few customers, for their electric and natural gas sales. Revenue Decoupling The Company’s electric and gas sales in Massachusetts and New Hampshire are largely decoupled.
Added
Bangor and Maine Natural’s Augusta Service Area deliver natural gas to their customers at rates established under alternative rate plans, which provide multi-year rate changes designed to approximate market-based rates. The Company's electric and gas sales in New Hampshire and Massachusetts are largely decoupled.
Added
The Company expects to negotiate new agreements prior to their expiration dates. RECENT DEVELOPMENTS Acquisition of Bangor Natural Gas Company On January 31, 2025, the Company acquired all issued and outstanding shares of Bangor for $71.4 million, which includes an estimated working capital adjustment.
Added
Through this acquisition, the Company expanded its service territory to include approximately 8,500 customers in the greater Bangor area of central Maine. Acquisition of Maine Natural Gas Corporation On March 31, 2025, the Company entered into a Stock Purchase Agreement (the Avangrid Purchase Agreement) between the Company and Avangrid Enterprises, Inc. (Avangrid).
Added
Pursuant to, and subject to the terms and conditions of, the Avangrid Purchase Agreement, the Company agreed to acquire all of the issued and outstanding shares of capital stock of Maine Natural from Avangrid for $86.0 million in cash, subject to certain adjustments as provided in the Avangrid Purchase Agreement.
Added
The MPUC issued an order on September 12, 2025 approving the merger of Maine Natural into the Company. The transaction closed on October 31, 2025. AVAILABLE INFORMATION The Internet address for the Company’s website is unitil.com .
Added
Special Services & Shareholder Programs Available to Holders of Record If a shareholder’s shares of the Company’s common stock are registered directly in the shareholder’s name with the Company’s transfer agent, the shareholder is considered a holder of record of the shares.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

21 edited+8 added−4 removed82 unchanged
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 8 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 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 Company’s business is subject to environmental regulation in all jurisdictions in which it operates and its costs of compliance are significant. New, or changes to existing, environmental regulation, including those related to climate change 10 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 business is subject to environmental regulation in all jurisdictions in which it operates and its costs of compliance are significant. 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.
In addition, shortages in highly skilled 9 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.
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.
The Board reviews Unitil’s dividend policy periodically in light of a number of business and financial 12 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.
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.
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.
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.
The U.S. 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. The Company may also need to obtain natural gas from other sources, when possible.
The U.S. 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.
Additional risks not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be adversely affected.
Additional risks not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results. If any of the following risks actually occur, the 8 Table of Contents Company’s business, financial condition or results of operations could be adversely affected.
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.
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 12 Table of Contents Operations) and Note 10 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements for a more detailed discussion of the Company’s pension obligations.
A significant amount of the Company’s natural gas sales are temperature sensitive. 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. The Company’s electric sales also are temperature sensitive, but less so than its natural gas sales.
Therefore, mild winter temperatures could decrease the amount of natural gas sold by the Company, which could adversely affect the Company’s financial 14 Table of Contents condition, results of operations, and cash flows. The Company’s electric sales also are temperature sensitive, but less so than its natural gas sales.
In addition, before the Company can pay dividends on its common stock, it must satisfy its debt obligations and comply with any statutory or contractual limitations. As of February 10, 2025, the Company’s current effective annualized dividend is $1.80 per share of common stock, payable quarterly.
In addition, before the Company can pay dividends on its common stock, it must satisfy its debt obligations and comply with any statutory or contractual limitations. As of February 9, 2026, the Company’s current effective annualized dividend is $1.90 per share of common stock, payable quarterly.
As of December 31, 2024, the Company had approximately $105.8 million in short-term debt outstanding under its revolving credit facility. If the lending counterparties under the Company’s current credit facility are unwilling or unable to meet their funding obligations, the Company may be unable to, or limited in its ability, to borrow under its credit facility.
As of December 31, 2025, the Company had approximately $169.7 million in short-term debt outstanding under its revolving credit facility. If the lending counterparties under the Company’s current credit facility are unwilling or unable to meet their funding obligations, the Company may be unable to, or limited in its ability, to borrow under its credit facility.
The Company may need to use a significant portion of its cash flow to repay its short-term debt and long-term debt, which would limit the amount of cash it has available for working capital, capital expenditures and other general corporate purposes and could adversely affect its financial condition, results of operations, and cash flows. 11 Changes in taxation and the ability to quantify such changes could adversely affect the Company’s financial results.
The Company may need to use a significant portion of its cash flow to repay its short-term debt and long-term debt, which would limit the amount of cash it has available for working capital, capital expenditures and other general corporate purposes and could adversely affect its financial condition, results of operations, and cash flows.
The Company is subject to taxation by the various taxing authorities at the federal, state and local levels where it does business. Legislation or regulation which could affect the Company’s tax burden could be enacted by any of these governmental authorities.
Changes in taxation and the ability to quantify such changes could adversely affect the Company’s financial results. The Company is subject to taxation by the various taxing authorities at the federal, state and local levels where it does business. Legislation or regulation which could affect the Company’s tax burden could be enacted by any of these governmental authorities.
Because of this, mild winter and summer temperatures could decrease the Company’s sales, which could adversely affect the Company’s financial condition and 13 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.
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.
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.
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. 13 Table of Contents 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.
The acquisition closed on January 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.
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.
If the Company’s information technology systems were to fail or be materially impaired, the Company might be unable to fulfill critical business functions and serve its customers, which could have a material effect on the Company’s financial condition, results of operations, and cash flows.
If the Company’s information technology systems were to fail or be materially impaired, the Company might be unable to fulfill critical business functions and serve its customers, which could have a material effect on the Company’s financial condition, results of operations, and cash flows. 9 Table of Contents In the ordinary course of its business, the Company collects and retains sensitive electronic data including personal identification information about customers and employees, customer energy usage, and other confidential information.
Unforeseen or changing circumstances could adversely affect the Company's ability to achieve these greenhouse gas emissions goals and changes in the regulatory environment could result in the costs associated with efforts to achieve these goals not qualifying for recovery.
Unforeseen or changing circumstances could adversely affect the Company's ability to achieve these greenhouse gas emissions goals and changes in the regulatory environment could result in the costs associated with efforts to achieve these goals not qualifying for recovery. 11 Table of Contents FINANCIAL RISKS The Company may not be able to obtain financing, or may not be able to obtain financing on acceptable terms, which could adversely affect the Company’s financial condition and results of operations.
Additionally, pandemic illness could result in part, or all, of the Company’s workforce being unable to operate or maintain the Company’s infrastructure or perform other tasks necessary to conduct the Company’s business. A slow or inadequate response to this type of event may adversely affect the Company’s financial condition, results of operations, and cash flows.
Additionally, pandemic illness could result in part, or all, of the Company’s workforce being unable to operate or maintain the Company’s infrastructure or perform other tasks necessary to conduct the Company’s business.
REGULATORY RISKS The Company is subject to comprehensive regulation, which could adversely affect the rates it is able to charge, its authorized rate of return and its ability to recover costs.
A slow or inadequate response to this type of event may adversely affect the Company’s financial condition, results of operations, and cash flows. 10 Table of Contents REGULATORY RISKS The Company is subject to comprehensive regulation, which could adversely affect the rates it is able to charge, its authorized rate of return and its ability to recover costs.
While the Company derives the capital necessary to meet these requirements primarily from internally generated funds, the Company supplements internally generated funds by incurring short-term and long-term debt, as needed. Additionally, from time to time the Company has accessed the public capital markets through public offerings of equity securities.
The Company requires capital to fund utility plant additions, working capital and other utility expenditures. While the Company derives the capital necessary to meet these requirements primarily from internally generated funds, the Company supplements internally generated funds by incurring short-term and long-term debt, as needed.
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In the ordinary course of its business, the Company collects and retains sensitive electronic data including personal identification information about customers and employees, customer energy usage, and other confidential information.
Added
Additionally, from time to time the Company has accessed the public capital markets through public offerings of equity securities.
Removed
FINANCIAL RISKS The Company may not be able to obtain financing, or may not be able to obtain financing on acceptable terms, which could adversely affect the Company’s financial condition and results of operations. The Company requires capital to fund utility plant additions, working capital and other utility expenditures.
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.
Removed
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.
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.
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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”).
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. Any sales of shares of common stock through the sales agents may cause dilution to the Company’s existing shareholders.
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. There is no guarantee that these acquisitions will be approved by the appropriate governmental and other regulatory authorities.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Company engages or otherwise collaborates with cybersecurity consultants, cybersecurity experts, energy sector leaders, and other third parties in connection with the Cybersecurity Plan. Unitil Corporation also is a member of the cyber committees of both the American Gas Association and the Edison Electric Institute.
The Company engages or otherwise collaborates with cybersecurity consultants, cybersecurity experts , energy sector leaders, and other third parties in connection with the Cybersecurity Plan. Unitil Corporation is also a member of the cyber committees of both the American Gas Association and the Edison Electric Institute.
The Company’s cybersecurity management team assesses and manages the Company’s material risks from cybersecurity threats through or by: • active monitoring of cyber threat alerts, warnings, advisories, notices, vulnerability assessments, incident bulletins, security briefings, reports and white papers from industry and national organizations, including: downstream Natural Gas Information Sharing and Analysis Center; Electricity Information Sharing and Analysis Center; Cybersecurity and Infrastructure Security Agency; and Federal Bureau of Investigation; • threat and vulnerability management; • vendor security posture assessment; • Industrial Control System and Supervisory Control and Data Acquisition infrastructure cyber security protection at electric substations and natural gas plants; and • leading the Company’s Cyber Incident Response Team.
The Company’s cybersecurity management team assesses and manages the Company’s material risks from cybersecurity threats through or by: • active monitoring of cyber threat alerts, warnings, advisories, notices, vulnerability assessments, incident bulletins, security briefings, reports and white papers from industry and national organizations, including: downstream Natural Gas Information Sharing and Analysis Center; Electricity Information Sharing and Analysis Center; Cybersecurity and Infrastructure Security Agency; and Federal Bureau of Investigation; • threat and vulnerability management; • vendor security posture assessment; • Industrial Control System and Supervisory Control and Data Acquisition infrastructure cybersecurity protection at electric substations and natural gas plants; and • leading the Company’s Cyber Incident Response Team.
The Director of Information Security and Cyber Operations has primary responsibility for the cyber security program including threat and vulnerability management, vendor security posture assessment, Industrial Control System (ICS) and SCADA infrastructure cyber security protection at electric substations and natural gas plants, as well as leading the Cyber Incident Response Team.
The Director of Information Security and Infrastructure Operations has primary responsibility for the cybersecurity program including threat and vulnerability management , vendor security posture assessment, Industrial Control System (ICS) and SCADA infrastructure cybersecurity protection at electric substations and natural gas plants, as well as leading the Cyber Incident Response Team.
Also, in the event of a cybersecurity threat or cybersecurity incident, the Company’s cybersecurity management team will investigate and perform impact analysis and, as necessary, the CTO will activate the Company’s Cyber Incident Response Team.
Also, in the event of a cybersecurity threat or cybersecurity incident, the Company’s cybersecurity management team will investigate and perform impact analysis and, as necessary, the CISO will activate the Company’s Cyber Incident Response Team.
The Company’s determination of the materiality of a cybersecurity incident would generally include an evaluation of the incident’s effect on the Company (including (i) its business strategy, results of operations, or financial condition, (ii) the integrity, confidentiality, resiliency, and security of the Company’s networks and systems, and (iii) the Company’s operations).
The Company’s determination of the materiality of a cybersecurity incident would generally include an evaluation of the incident’s effect on the Company (including (i) its business strategy, results of operations, or financial condition, (ii) the integrity, confidentiality, resiliency, and security of the Company’s networks and systems, and (iii) the Company’s operations). 17 Table of Contents
In the event of a cybersecurity threat, the CTO and these parties would collaborate to assess and manage the risk with ultimate responsibility residing with the Board.
In the event of a cybersecurity threat, the CISO and these parties would collaborate to assess and manage the risk with ultimate responsibility residing with the Board.
The Director of Information Security and Cyber Operations holds a Bachelor of Science in Computer Science and a Masters Certificate in Cyber Security with a concentration in Power Systems and has over 30 years of experience in the information technology field.
The Director of Information Security and Cyber Operations holds CISSP and ITIL certifications, a Bachelor of Science in Computer Science and a Master’s Certificate in Cybersecurity with a concentration in Power Systems and has over 30 years of experience in the information technology field.
Governance 15 The Board is responsible for oversight of the Company’s ERM program, including risks from cybersecurity threats. The Board has not assigned that responsibility to any committee or subcommittee of the Board. The Company’s management generally provides the Board with updates on and assessments of ongoing and emerging risks from cybersecurity threats at regularly scheduled Board meetings.
The Board has not assigned that responsibility to any committee or subcommittee of the Board. The Company’s management generally provides the Board with updates on and assessments of ongoing and emerging risks from cybersecurity threats at regularly scheduled Board meetings.
During the fiscal year ended, and as of, December 31, 2024, there were no risks from cybersecurity threats (including as a result of previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect the Company (including its business strategy, results of operations, or financial condition).
During the fiscal year ended, and as of, December 31, 2025, there were no risks from cybersecurity threats (including as a result of previous cybersecurity incidents) that have materially affected or are reasonably likely to materially affect the Company (including its business strategy, results of operations, or financial condition). 16 Table of Contents Governance The Board is responsible for oversight of the Company’s ERM program, including risks from cybersecurity threats.
The team includes the Company’s Chief Technology Officer and Vice President of Information Technology (the “CTO”), the Director of Information Security and Cyber Operations, Manager of Cyber Security Operations and two Cyber Operations Engineers, all of whom have an educational background relevant to, professional experience in, or other expertise in cybersecurity.
The Company’s cybersecurity management team is responsible for assessing and managing the Company’s material risks from cybersecurity threats, including implementing the Cybersecurity Plan. The team includes the Company’s Senior Vice President of Shared Services and Director of Information Security and Infrastructure Operations, all of whom have an educational background relevant to, professional experience in, or other expertise in cybersecurity.
The CTO also assumes responsibilities as the Company’s Chief Information Security Officer and Chief Cyber Security Officer. The CTO has overall management responsibility for the Company’s cybersecurity. The CTO reports to the Company’s Chief Executive Officer.
The Director of Information Security and Infrastructure Operations also assumes responsibilities as the Company’s Chief Information Security Officer (CISO).
This team is supported by the Company’s Information Technology department. The CTO holds a Master of Business Administration and a Bachelor of Science in Electrical Engineering with over 30 years of professional experience in the utility industry with extensive management experience in engineering, operations and information technology.
The Senior Vice President, Shared Services holds a Master of Business Administration and Bachelor of Arts with over 25 years of professional experience leading teams in Human Resources, Supply Chain and Information Technology. The Senior Vice President of Shared Services has overall management responsibility for the Company’s cybersecurity.
Removed
The Company’s cybersecurity management team is responsible for assessing and managing the Company’s material risks from cybersecurity threats, including implementing the Cybersecurity Plan.
Added
The Senior Vice President of Shared Services reports to the Company’s President and Chief Administrative Officer .
Removed
The Manager of Cyber Security Operations has a Bachelor of Science in Information Technology and over 20 years of experience in various information technology and cyber roles.
Removed
In the event that a cybersecurity incident occurs which results in damage to the Company’s data or infrastructure, the Cyber Incident Response Team would follow the Company’s Cyber Incident Response Plan.
Removed
The Cyber Incident Response Plan was developed using the guidelines described in the National Institute of Standards and Technology Special Publication 800-61 Revision 2 Computer Security Incident Handling Guide, has been reviewed and assessed by outside experts, is updated 16 annually, and is used to train for cybersecurity incidents.
Removed
The Cyber Incident Response Plan details the identification, containment, eradication and recovery processes specific to the Company’s environment with prioritization of critical assets. The Cyber Incident Response Plan also details emergency actions required to isolate and protect industrial control system environments, should the incident pose a risk to electric or gas operations.
Removed
The Company participates in annual industry drill exercises to test the Cyber Incident Response Plan.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties As of December 31, 2024, Unitil owned through its natural gas and electric distribution utilities, five utility operating centers located in New Hampshire, Maine and Massachusetts. The Company’s real estate subsidiary, Unitil Realty, owns the Company’s corporate headquarters building and the land on which it is located in Hampton, New Hampshire.
Item 2. Properties As of December 31, 2025, Unitil owned through its natural gas and electric distribution utilities, seven utility operating centers located in New Hampshire, Maine and Massachusetts. The Company’s real estate subsidiary, Unitil Realty, owns the Company’s corporate headquarters building and the land on which it is located in Hampton, New Hampshire.
Electric Operations Description Unitil Energy Fitchburg Total Primary Transmission and Distribution Pole Miles—Overhead 1,289 452 1,741 Conduit Distribution Bank Miles—Underground 241 69 310 Transmission and Distribution Substations* 26 11 37 Transformer Capacity of Transmission and Distribution Substations** (MVA) 458.1 410.9 869.0 * Includes locations that are normally in-service sources of distribution circuits through the use of transformer(s). ** Does not include load served directly from sub-transmission.
Electric Operations Description Unitil Energy Fitchburg Total Primary Transmission and Distribution Pole Miles—Overhead 1,290 454 1,744 Conduit Distribution Bank Miles—Underground 245 69 314 Transmission and Distribution Substations* 26 11 37 Transformer Capacity of Transmission and Distribution Substations** (MVA) 458.1 410.9 869.0 * Includes locations that are normally in-service sources of distribution circuits through the use of transformer(s). ** Does not include load served directly from sub-transmission.
Fitchburg’s electric distribution lines and gas mains are located in, on, or under public highways or private lands pursuant to lease, easement, permit, municipal consent, tariff conditions, agreement or license, express or implied through use by Fitchburg without objection by the owners.
Fitchburg’s electric distribution lines and gas mains are located in, on, or under public highways or private lands pursuant to lease, easement, permit, municipal consent, tariff conditions, agreement or license, express or implied through use by Fitchburg without objection by the owners. Fitchburg owns full interest in the poles upon which its wires are installed.
Fitchburg owns a propane air gas plant and an LNG storage and vaporization facility, both of which are located on land owned by Fitchburg in north central Massachusetts. Northern Utilities’ gas mains are primarily made up of polyethylene plastic (84.7%), coated and wrapped cathodically protected steel (15.3%), cast/wrought iron (0.0%), and unprotected bare and coated steel (0.0%).
Fitchburg owns a propane air gas plant and an LNG storage and vaporization facility, both of which are located on land owned by Fitchburg in north central Massachusetts. Northern Utilities’ gas mains are primarily made up of polyethylene plastic (84.8%) and coated and wrapped cathodically protected steel (15.2%).
Fitchburg owns full interest in the poles upon which its wires are installed. 17 The Company’s natural gas operations property includes two liquefied propane gas plants and two liquid natural gas plants. Northern Utilities also owns a propane air gas plant and an LNG storage and vaporization facility.
The Company’s natural gas operations property includes two liquefied propane gas plants and two liquid natural gas plants. Northern Utilities also owns a propane air gas plant and an LNG storage and vaporization facility.
Natural Gas Operations Northern Utilities Description NH ME Fitchburg Granite State Total Underground Natural Gas Mains—Miles 585 611 268 — 1,464 Natural Gas Transmission Pipeline—Miles — — — 85 85 Service Pipes 25,104 24,285 11,237 — 60,626 Unitil Energy’s electric substations are located on land owned by Unitil Energy or land occupied by Unitil Energy pursuant to perpetual easements in the southeastern seacoast and state capital regions of New Hampshire .
Natural Gas Operations Northern Utilities Description NH ME Fitchburg Bangor Maine Natural Granite State Total Underground Natural Gas Mains—Miles 589 613 270 376 233 — 2,081 Natural Gas Transmission Pipeline—Miles — — — 9 2 85 96 Service Pipes 25,192 24,463 11,245 8,058 5,470 — 74,428 Unitil Energy’s electric substations are located on land owned by Unitil Energy or land occupied by Unitil Energy pursuant to perpetual easements in the southeastern seacoast and state capital regions of New Hampshire .
Unitil Realty also owns land for future use in Kingston, New Hampshire. The following tables detail certain of the Company’s electric and natural gas operations properties.
Unitil Realty also owns land in Kingston, New Hampshire on which Unitil Energy’s solar facility is located that became operational in May 2025. The following tables detail certain of the Company’s electric and natural gas operations properties.
FG&E’s gas mains are primarily made up of polyethylene plastic (46.9%), coated steel (43.3%), cast iron (8.5%), bare steel (1.1%), and wrought and ductile iron (0.2%). Granite State’s underground natural gas transmission pipeline, regulated by the FERC, is located primarily in Maine and New Hampshire. The Company believes that its facilities are currently adequate for their intended uses.
Maine Natural’s gas mains are primarily made up of polyethylene plastic (89.4%), and coated and wrapped cathodically protected steel (10.6%). 18 Table of Contents Granite State’s underground natural gas transmission pipeline, regulated by the FERC, is located primarily in Maine and New Hampshire. The Company believes that its facilities are currently adequate for their intended uses.
Added
FG&E’s gas mains are primarily made up of polyethylene plastic (49.5%), coated steel (42.9%), cast iron (6.6%), bare steel (0.9%), and wrought and ductile iron (0.1%). Bangor’s gas mains are primarily made up of polyethylene plastic (70.2%), coated and wrapped cathodically protected steel (29.6%), and unprotected bare and coated steel (0.2%).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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(a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) — — 385,782 Equity compensation plans not approved by security holders — — — Total — — 385,782 NOTES: (also see Note 5 (Equity) to the accompanying Consolidated Financial Statements) (1) Consists of the Third Amended and Restated 2003 Stock Plan (as amended and restated, the “Plan”).
(a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) — — 310,433 Equity compensation plans not approved by security holders — — — Total — — 310,433 NOTES: (also see Note 5 (Equity) to the accompanying Consolidated Financial Statements) (1) Consists of the Third Amended and Restated 2003 Stock Plan (as amended and restated, the “Plan”).
The Peer Group is comprised of the S&P 500 Utilities Index. Unregistered Sales of Equity Securities and Uses of Proceeds There were no sales of unregistered equity securities by the Company for the fiscal period ended December 31, 2024.
The Peer Group is comprised of the S&P 500 Utilities Index. Unregistered Sales of Equity Securities and Uses of Proceeds There were no sales of unregistered equity securities by the Company for the fiscal period ended December 31, 2025.
Stock Performance Graph The following graph compares Unitil Corporation’s cumulative stockholder return since December 31, 2019 with the Peer Group index, comprised of the S&P 500 Utilities Index, and the S&P 500 index.
Stock Performance Graph The following graph compares Unitil Corporation’s cumulative stockholder return since December 31, 2020 with the Peer Group index, comprised of the S&P 500 Utilities Index, and the S&P 500 index.
Dividend Information Information regarding dividend payments by the Company to the Company’s shareholders for the year ended December 31, 2024 as compared to the year ended December 31, 2023, is set forth in the following table.
Dividend Information Information regarding dividend payments by the Company to the Company’s shareholders for the year ended December 31, 2025 as compared to the year ended December 31, 2024, is set forth in the following table.
Equity Compensation Plan Information Information regarding securities authorized for issuance under the Company’s equity compensation plans, as of December 31, 2024, is set forth in the following table.
Equity Compensation Plan Information Information regarding securities authorized for issuance under the Company’s equity compensation plans, as of December 31, 2025, is set forth in the following table.
Dividends per Common Share 2024 2023 1st Quarter $ 0.425 $ 0.405 2nd Quarter 0.425 $ 0.405 3rd Quarter 0.425 $ 0.405 4th Quarter 0.425 $ 0.405 Total for Year $ 1.70 $ 1.62 See “Dividends” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations).
Dividends per Common Share 2025 2024 1st Quarter $ 0.45 $ 0.425 2nd Quarter 0.45 0.425 3rd Quarter 0.45 0.425 4th Quarter 0.45 0.425 Total for Year $ 1.80 $ 1.70 See “Dividends” in Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations).
The graph assumes that the value of the investment in the Company’s common stock and each index (including reinvestment of dividends) was $100 on December 31, 2019. 19 NOTE: (1) The graph above assumes $100 invested on December 31, 2019, in each category and the reinvestment of all dividends during the five-year period.
The graph assumes that the value of the investment in the Company’s common stock and each index (including reinvestment of dividends) was $100 on December 31, 2020. 20 Table of Contents NOTE: (1) The graph above assumes $100 invested on December 31, 2020, in each category and the reinvestment of all dividends during the five-year period.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Information The Company’s common stock is listed on the New York Stock Exchange under the symbol “UTL.” As of December 31, 2024, there were 1,108 shareholders of record of the Company’s common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Information The Company’s common stock is listed on the New York Stock Exchange under the symbol “UTL”. As of December 31, 2025, there were 1,078 shareholders of record of the Company’s common stock.
A total of 586,645 shares of restricted stock have been awarded and 58,272 restricted stock units have been settled and issued as shares of common stock by Plan participants through December 31, 2024. As of December 31, 2024, a total of 14,544 shares of restricted stock were forfeited and once again became available for issuance under the Plan.
A total of 639,505 shares of restricted stock have been awarded and 66,797 restricted stock units have been settled and issued as shares of common stock by Plan participants through December 31, 2025. As of December 31, 2025, a total of 15,200 shares of restricted stock were forfeited and once again became available for issuance under the Plan.
Removed
Issuer Purchases of Equity Securities On May 31, 2024, the Company’s 2023 10b5-1 written trading plan under Rule 10b5-1 under the Exchange Act terminated in accordance with its terms. The Company did not adopt a new written trading plan under Rule 10b5-1 in 2024.
Added
Issuer Purchases of Equity Securities There were no purchases of equity securities by the Company for the quarter ended December 31, 2025. Item 6. Reserved 21 Table of Contents
Removed
The following table provides information regarding repurchases by or on behalf of the Company of shares of its common stock for each month in the quarter ended December 31, 2024. 20 Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 10/1/24 – 10/31/24 — $ — $ — 11/1/24 – 11/30/24 — — — $ — 12/1/24 – 12/31/24 — — — $ — Total — $ — — Item 6.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

103 edited+24 added−11 removed52 unchanged
Total O&M expenses increased $2.0 million, or 2.6%, in 2024 compared to 2023, reflecting higher labor costs of $2.5 million, partially offset by lower utility operating costs of $0.5 million.
In 2024, total O&M expenses increased $2.0 million, or 2.6%, compared to 2023, reflecting higher labor costs of $2.5 million, partially offset by lower utility operating costs of $0.5 million.
There are restrictions on, among other things, Unitil’s and its subsidiaries’ ability to permit liens or incur indebtedness, and restrictions on Unitil’s ability to merge or consolidate with another entity or change its line of business.
There are restrictions on, among other things, Unitil’s and its subsidiaries’ ability to permit liens or incur indebtedness, and restrictions on Unitil’s ability to merge or consolidate with another entity or change its line of business.
The following is a summary of the Company’s most critical accounting policies, which are defined as those policies where judgments or uncertainties could materially affect the application of those policies. For a complete 33 discussion of the Company’s significant accounting policies, refer to the financial statements and Note 1 (Summary of Significant Accounting Policies).
The following is a summary of the Company’s most critical accounting policies, which are defined as those policies where judgments or uncertainties could materially affect the application of those policies. For a complete discussion of the Company’s significant accounting policies, refer to the financial statements and Note 1 (Summary of Significant Accounting Policies).
The affirmative and negative covenants under the Credit Facility apply to Unitil until the Credit Facility terminates and all 32 amounts borrowed under the Credit Facility are paid in full (or with respect to letters of credit, they are cash collateralized).
The affirmative and negative covenants under the Credit Facility apply to Unitil until the Credit Facility terminates and all amounts borrowed under the Credit Facility are paid in full (or with respect to letters of credit, they are cash collateralized).
The Company and its subsidiaries have material energy supply commitments that are discussed in Note 6 (Energy Supply) and Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements. Cash outlays for the purchase of electricity and natural gas to serve customers are subject to reconciling recovery through periodic changes in rates, with carrying charges on deferred balances.
The Company and its subsidiaries have material energy supply commitments that are discussed in Note 6 (Energy Supply) and Note 8 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements. Cash outlays for the purchase of electricity and natural gas to serve customers are subject to reconciling recovery through periodic changes in rates, with carrying charges on deferred balances.
Approximately $0.2 million of costs associated with this issuance were recorded as a reduction of Long-Term Debt for presentation purposes on the Consolidated Balance Sheet in the third quarter of 2023. On August 21, 2024, Unitil Corporation issued $20.0 million of Notes due 2034 at 5.99%.
Approximately $0.2 million of costs associated with this issuance were recorded as a reduction of Long-Term Debt for presentation purposes on the Consolidated Balance Sheet in the third quarter of 2025. On August 21, 2024, Unitil Corporation issued $20.0 million of Notes due 2034 at 5.99%.
The only financial covenant in the Credit Facility provides that Unitil’s Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis. At December 31, 2024 and December 31, 2023, the Company was in compliance with the covenants contained in the Credit Facility in effect on that date.
The only financial covenant in the Credit Facility provides that Unitil’s Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis. At December 31, 2025 and December 31, 2024, the Company was in compliance with the covenants contained in the Credit Facility in effect on that date.
The only financial covenant in the Credit Facility provides that Unitil’s Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis. At December 31, 2024 and December 31, 2023, the Company was in compliance with the covenants contained in the Credit Facility in effect on that date.
The only financial covenant in the Credit Facility provides that Unitil’s Funded Debt to Capitalization (as each term is defined in the Credit Facility) cannot exceed 65%, tested on a quarterly basis. At December 31, 2025 and December 31, 2024, the Company was in compliance with the covenants contained in the Credit Facility in effect on that date.
As a result of this reconciling rate structure, the Company’s earnings are not affected by changes in the cost of purchased electricity and natural gas. Earnings from Unitil’s utility operations are derived from the return on investment in the three distribution utilities and Granite State.
As a result of this reconciling rate structure, the Company’s earnings are not affected by changes in the cost of purchased electricity and natural gas. Earnings from Unitil’s utility operations are derived from the return on investment in the five distribution utilities and Granite State.
Under this regulatory structure, Unitil’s distribution utilities are provided the opportunity to recover the cost of providing distribution service to their customers based on a historical test year, and earn a return on their capital investment in utility assets.
Under this regulatory structure, Unitil’s distribution utilities are provided the opportunity to recover the cost of providing distribution service to their customers based on a historical or forward test year, and earn a return on their capital investment in utility assets.
Benefit Plan Funding The Company, along with its subsidiaries, made cash contributions to its Pension Plan in the amounts of $3.8 million and $3.9 million in 2024 and 2023, respectively. The Company, along with its subsidiaries, contributed $2.5 million and $2.8 million to Voluntary Employee Benefit Trusts (VEBTs) in 2024 and 2023, respectively.
Benefit Plan Funding The Company, along with its subsidiaries, made cash contributions to its Pension Plan in the amounts of $3.9 million and $3.8 million in 2025 and 2024, respectively. The Company, along with its subsidiaries, contributed $2.2 million and $2.5 million to Voluntary Employee Benefit Trusts (VEBTs) in 2025 and 2024, respectively.
The Company believes it has sufficient sources of working capital to fund its operations. Contractual Obligations The Company and its subsidiaries have material obligations for payment of principal and interest on its long-term debt as well as for operating and capital leases that are discussed in Note 4 (Debt and Financing Arrangements).
The Company believes it has sufficient sources of working capital to fund its operations. 31 Table of Contents Contractual Obligations The Company and its subsidiaries have material obligations for payment of principal and interest on its long-term debt as well as for operating and capital leases that are discussed in Note 4 (Debt and Financing Arrangements).
Refer to “Legal Proceedings” in Note 7 (Commitments and Contingencies) of the Consolidated Financial Statements for a discussion of legal proceedings. REGULATORY MATTERS See Note 7 (Commitments and Contingencies) to the Consolidated Financial Statements.
Refer to “Legal Proceedings” in Note 8 (Commitments and Contingencies) of the Consolidated Financial Statements for a discussion of legal proceedings. REGULATORY MATTERS See Note 8 (Commitments and Contingencies) to the Consolidated Financial Statements.
At December 31, 2024 and December 31, 2023, the Company and all of its subsidiaries were in compliance with the regulatory requirements governing participation in the Cash Pool.
At December 31, 2025 and December 31, 2024, the Company and all of its subsidiaries were in compliance with the regulatory requirements governing participation in the Cash Pool.
The Company believes excluding Depreciation and Amortization, which are period costs and not related to volumetric sales, is a meaningful financial measure to inform investors of the Company’s profitability from electric and gas sales in the period.
The Company believes excluding Depreciation and Amortization, which are period costs and not related to 24 Table of Contents volumetric sales, is a meaningful financial measure to inform investors of the Company’s profitability from electric and gas sales in the period.
Sales to Residential customers decreased 1.4% and sales to C&I customers decreased 0.5% in 2024 compared to 2023, reflecting lower average usage, partially offset by customer growth. As of December 31, 2024, the number of gas customers served increased by approximately 730 over the previous year.
Unitil’s total gas therm sales decreased 0.7% in 2024 compared to 2023. Sales to Residential customers decreased 1.4% and sales to C&I customers decreased 0.5% in 2024 compared to 2023, reflecting lower average usage, partially offset by customer growth. As of December 31, 2024, the number of gas customers served increased by approximately 730 over the previous year.
For additional information regarding the foregoing matters, see Note 1 (Summary of Significant Accounting Policies), Note 6 (Energy Supply), and Note 9 (Retirement Benefit Plans) to the Consolidated Financial Statements. 35
For additional information regarding the foregoing matters, see Note 1 (Summary of Significant Accounting Policies), Note 6 (Energy Supply), and Note 10 (Retirement Benefit Plans) to the Consolidated Financial Statements.
The Company, along with its subsidiaries, expects to continue to make contributions to its Pension Plan and the VEBTs in 2025 and future years at least at minimum required amounts. See Note 9 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements.
The Company, along with its subsidiaries, expects to continue to make contributions to its Pension Plan and the VEBTs in 2026 and future years at least at minimum required amounts. See Note 10 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements.
Similarly, a change of 0.50% in the expected long-term rate of return on plan assets would have resulted in an increase or decrease of approximately $706,635 in the Net Periodic Benefit Cost for the Pension Plan.
Similarly, a change of 0.50% in the expected long-term rate of return on plan assets would have resulted in an increase or decrease of approximately $700,300 in the Net Periodic Benefit Cost for the Pension Plan.
This decrease reflects lower gas sales, lower wholesale gas commodity prices, partially offset by a decrease in the amount of gas purchased by customers directly from third-party suppliers. Operation and Maintenance— O&M expense includes electric and gas utility operating costs, and the operating costs of the Company’s other subsidiaries.
This decrease reflects lower gas sales, lower wholesale gas commodity prices and an increase in the amount of gas purchased by customers directly from third-party suppliers. Operation and Maintenance— O&M expense includes electric and gas utility operating costs, and the operating costs of the Company’s other subsidiaries.
Unitil’s principal business is the local distribution of electricity and natural gas to approximately 198,500 customers throughout its service territory in the states of New Hampshire, Massachusetts and Maine.
Unitil’s principal business is the local distribution of electricity and natural gas to approximately 215,100 customers throughout its service territory in the states of New Hampshire, Massachusetts and Maine.
Unitil’s distribution utilities are subject to regulation by the applicable state public utility commissions, with regard to their rates, issuance of securities and other accounting and operational matters: Unitil Energy is subject to regulation by the NHPUC; Fitchburg is subject to regulation by the MDPU; and Northern Utilities is regulated by the NHPUC and MPUC.
Unitil’s distribution utilities are subject to regulation by the applicable state public utility commissions, with regard to their rates, issuance of securities and other accounting and operational matters: Unitil 22 Table of Contents Energy is subject to regulation by the NHPUC; Fitchburg is subject to regulation by the MDPU; Northern Utilities is regulated by the NHPUC and MPUC; and Bangor and Maine Natural are regulated by the MPUC.
The following table details the borrowing limits, amounts outstanding and amounts available under the revolving Credit Facility as of December 31, 2024 and December 31, 2023: December 31, Revolving Credit Facility (millions) 2024 2023 Limit $ 200.0 $ 200.0 Short-Term Borrowings Outstanding $ 105.8 $ 162.0 Available $ 94.2 $ 38.0 The Credit Facility contains customary terms and conditions for credit facilities of this type, including affirmative and negative covenants.
The following table details the borrowing limits, amounts outstanding and amounts available under the revolving Credit Facility as of December 31, 2025 and December 31, 2024: December 31, Revolving Credit Facility (millions) 2025 2024 Limit $ 275.0 $ 200.0 Short-Term Borrowings Outstanding $ 169.7 $ 105.8 Available $ 105.3 $ 94.2 The Credit Facility contains customary terms and conditions for credit facilities of this type, including affirmative and negative covenants.
Unitil is the parent company of three wholly-owned distribution utilities: i) Unitil Energy, which provides electric service in the southeastern seacoast and state capital regions of New Hampshire; ii) Fitchburg, which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts; and iii) Northern Utilities, which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland and the Lewiston-Auburn area.
Unitil is the parent company of five wholly-owned distribution utilities: i) Unitil Energy, which provides electric service in the southeastern seacoast and state capital regions of New Hampshire; ii) Fitchburg, which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts; iii) Northern Utilities, which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland and the Lewiston-Auburn area; iv) Bangor, which provides natural gas service in the greater Bangor area of central Maine; and v) Maine Natural, which provides natural gas service in southern and central Maine, including the greater Portland region, as well as the capital city of Augusta.
The Company's management believes that the transaction costs related to the acquisition of Bangor, which are included in Operation and Maintenance expense on the Consolidated Statements of Earnings, are 23 not indicative of the Company's ongoing costs and not directly related to the ongoing operations of the business and therefore are not an indicator of baseline operating performance.
The Company's management believes that the transaction costs related to the acquisitions of Bangor, Maine Natural and the Aquarion Companies, which are included in Operation and Maintenance expense on the Consolidated Statements of Earnings, are not indicative of the Company's ongoing costs and not directly related to the ongoing operations of the business and therefore are not an indicator of baseline operating performance.
The increase was driven by higher rates and customer growth of $5.3 million, partially offset by higher depreciation and amortization expense of $0.6 million. Gas GAAP Gross Margin was $120.1 million in 2024, an increase of $6.0 million compared to 2023.
Gas GAAP Gross Margin was $120.1 million in 2024, an increase of $6.0 million compared to 2023. The increase was driven primarily by higher rates, and customer growth, of $12.4 million, partially offset by higher depreciation and amortization of $6.4 million.
Federal and State Income Taxes increased $0.8 million in 2024 compared to 2023, reflecting higher pre-tax earnings in 2024. In 2024, Unitil’s annual common dividend was $1.70 per share, representing an unbroken record of quarterly dividend payments since trading began in Unitil’s common stock.
Federal and State Income Taxes increased $1.3 million in 2025 compared to 2024, reflecting higher pre-tax earnings in 2025. In 2025, Unitil’s annual common dividend was $1.80 per share, representing an unbroken record of quarterly dividend payments since trading began in Unitil’s common stock.
Sales margins derived from decoupled unit sales are not sensitive to changes in electric kWh sales, although those sales margins are sensitive to changes in the number of customers served. Substantially all of the Company's electric kWh sales volumes are decoupled. Unitil’s total electric kWh sales decreased 3.2% in 2023 compared to 2022.
Sales margins derived from decoupled unit sales are not sensitive to changes in electric kWh sales, although those sales margins are sensitive to changes in the number of customers served. Substantially all of the Company's electric kWh sales volumes are decoupled. Unitil’s total electric kWh sales increased 1.3% in 2024 compared to 2023.
At a January 2025 meeting of the Board, the Board declared a quarterly dividend on the Company’s common stock of $0.45 per share, an increase of $0.025 per share on a quarterly basis, resulting in an increase in the effective annualized dividend rate to $1.80 from $1.70.
At a January 2026 meeting of the Board, the Board declared a quarterly dividend on the Company’s common stock of $0.475 per share, an increase of $0.025 per share on a quarterly basis, resulting in an increase in the effective annualized dividend rate to $1.90 from $1.80.
(See Note 9 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements.) Refer to “Recently Issued Pronouncements” in Note 1 of the Notes of Consolidated Financial Statements for information regarding recently issued accounting standards.
(See Note 10 (Retirement Benefit Plans) to the accompanying Consolidated Financial Statements.) 35 Table of Contents Refer to “Recently Issued Pronouncements” in Note 1 of the Notes of Consolidated Financial Statements for information regarding recently issued accounting standards.
Electric GAAP Gross Margin is discussed above in the section entitled “Use of GAAP and Non-GAAP Financial Measures”. Electric Adjusted Gross Margin (a non-GAAP financial measure) was $107.3 million in 2024, an increase of $3.2 million compared with 2023. The increase was driven by higher rates and customer growth.
Electric GAAP Gross Margin is discussed above in the section entitled “Use of GAAP and Non-GAAP Financial Measures”. Electric Adjusted Gross Margin (a non-GAAP financial measure) was $114.6 million in 2025, an increase of $7.3 million compared with 2024. The increase was driven by higher rates and customer growth.
Unitil had an investment in Net Utility Plant of $1,539.6 million at December 31, 2024. Unitil’s total revenue was $494.8 million in 2024, which includes revenue to recover the approved cost of purchased electricity and natural gas in rates on a fully reconciling basis.
Unitil had an investment in Net Utility Plant of $1.8 billion at December 31, 2025. Unitil’s total revenue was $536.0 million in 2025, which includes revenue to recover the approved cost of purchased electricity and natural gas in rates on a fully reconciling basis.
(Millions, except per share data) Twelve Months Ended December 31, 2024 Amount Per Share GAAP Net Income $ 47.1 $ 2.93 Transaction Costs 0.7 0.04 Adjusted Net Income $ 47.8 $ 2.97 Twelve Months Ended December 31, 2023 Amount Per Share GAAP Net Income $ 45.2 $ 2.82 Transaction Costs --- --- Adjusted Net Income $ 45.2 $ 2.82 Twelve Months Ended December 31, 2022 Amount Per Share GAAP Net Income $ 41.4 $ 2.59 Transaction Costs --- --- Adjusted Net Income $ 41.4 $ 2.59 The Company analyzes operating results using Electric and Gas Adjusted Gross Margins, which are non-GAAP financial measures.
(Millions, except per share data) Twelve Months Ended December 31, 2025 Amount Per Share GAAP Net Income $ 50.2 $ 2.97 Transaction Costs 3.1 0.19 Adjusted Net Income $ 53.3 $ 3.16 Twelve Months Ended December 31, 2024 Amount Per Share GAAP Net Income $ 47.1 $ 2.93 Transaction Costs 0.7 0.04 Adjusted Net Income $ 47.8 $ 2.97 Twelve Months Ended December 31, 2023 Amount Per Share GAAP Net Income $ 45.2 $ 2.82 Transaction Costs — — Adjusted Net Income $ 45.2 $ 2.82 The Company analyzes operating results using Electric and Gas Adjusted Gross Margins, which are non-GAAP financial measures.
The Company and its subsidiaries are currently in compliance with all such covenants in these debt instruments. DIVIDENDS Unitil’s annual common dividend was $1.70 per common share in 2024, $1.62 per common share in 2023, and $1.56 per common share in 2022. Unitil’s dividend policy is reviewed periodically by the Board.
The Company and its subsidiaries are currently in compliance with all such covenants in these debt instruments. 33 Table of Contents DIVIDENDS Unitil’s annual common dividend was $1.80 per common share in 2025, $1.70 per common share in 2024, and $1.62 per common share in 2023. Unitil’s dividend policy is reviewed periodically by the Board.
The change in working capital in 2024 compared to 2023 is primarily related to the net change in accrued revenue, accounts payable and exchange gas receivable and is reflective of the effect of the current macroeconomic environment and the timing of cash receipts and disbursements in the normal course of business.
The change in working capital in 2025 compared to 2024 is primarily related to the net change in accounts receivable, exchange gas receivable, and regulatory liabilities and is reflective of the effect of the current macroeconomic environment and the timing of cash receipts and disbursements in the normal course of business.
Off-Balance Sheet Arrangements The Company and its subsidiaries do not currently use, and are not dependent on the use of, off-balance sheet financing arrangements such as securitization of receivables or obtaining access to assets or cash through special purpose entities or variable interest entities. As of December 31, 2024, there were no guarantees outstanding.
Off-Balance Sheet Arrangements The Company and its subsidiaries do not currently use, and are not dependent on the use of, off-balance sheet financing arrangements such as securitization of receivables or obtaining access to assets or cash through special purpose entities or variable interest entities.
Unitil Energy, Fitchburg and Northern Utilities are collectively referred to as the “distribution utilities.” Together, the distribution utilities serve approximately 109,400 electric customers and 89,100 natural gas customers in their service territories. The distribution utilities are local “wires and pipes” operating companies.
Unitil Energy, Fitchburg, Northern Utilities, Bangor and Maine Natural are collectively referred to as the “distribution utilities.” Together, the distribution utilities serve approximately 110,100 electric customers and 105,000 natural gas customers in their service territories. The distribution utilities are local “wires and pipes” operating companies.
The Company provides limited guarantees on certain energy and natural gas storage management contracts entered into by the distribution utilities. The Company’s policy is to limit the duration of these guarantees. As of December 31, 2024, there were no guarantees outstanding.
The Company provides limited guarantees on certain energy and natural gas asset management contracts entered into by the distribution utilities. The Company’s policy is to limit the duration of these guarantees. As of December 31, 2025, there were $50.3 million of guarantees outstanding.
For the year ended 34 December 31, 2024, a change in the discount rate of 0.25% would have resulted in an increase or decrease of approximately $450,800 in the Net Periodic Benefit Cost for the Pension Plan.
For the year ended December 31, 2025, a change in the discount rate of 0.25% would have resulted in an increase or decrease of approximately $428,700 in the Net Periodic Benefit Cost for the Pension Plan.
The Company’s projected capital spending for 2025 is $176 million. 2024 2023 Cash Provided by Financing Activities $ 43.8 $ 31.5 Cash Provided by Financing Activities - Cash Provided by Financing Activities was $43.8 million in 2024 compared to cash provided of $31.5 million in 2023.
The Company’s projected capital spending for 2026 is $221 million. 2025 2024 Cash Provided by Financing Activities $ 223.5 $ 43.8 Cash Provided by Financing Activities - Cash Provided by Financing Activities was $223.5 million in 2025 compared to cash provided of $43.8 million in 2024.
There was $7.8 million of natural gas storage inventory and corresponding obligations at December 31, 2024, related to these asset management agreements. The amount of natural gas inventory released in December 2024, which was payable in January 2025, was $1.8 million and was recorded in Accounts Payable at December 31, 2024.
There was $9.3 million of natural gas storage inventory and corresponding obligations at December 31, 2025, related to these asset management agreements. The amount of natural gas inventory released in December 2025, which was payable in January 2026, was $3.0 million and was recorded in Accounts Payable at December 31, 2025.
Other changes in financing activities in 2024 total a use of ($2.5) million. FINANCIAL COVENANTS AND RESTRICTIONS The agreements under which the Company and its subsidiaries issue long-term debt contain various covenants and restrictions. These agreements do not contain any covenants or restrictions pertaining to the maintenance of financial ratios or the issuance of short-term debt.
Other changes in financing activities in 2025 provided higher cash of $4.2 million compared to 2024. FINANCIAL COVENANTS AND RESTRICTIONS The agreements under which the Company and its subsidiaries issue long-term debt contain various covenants and restrictions. These agreements do not contain any covenants or restrictions pertaining to the maintenance of financial ratios or the issuance of short-term debt.
The decrease in Total Gas Operating Revenues of $14.7 million, or 5.50%, in 2023 compared to 2022 reflects lower costs of gas sales, which are tracked and reconciled as a pass-through to customers, partially offset by higher gas distribution rates.
The decrease in Total Gas Operating Revenues of $4.1 million, or 1.6%, in 2024 compared to 2023 reflects lower costs of gas sales, which are tracked and reconciled as a pass-through to customers, and lower sales of gas, partially offset by higher gas distribution rates.
Electric Revenues, Adjusted Gross Margin and Sales Electric Operating Revenues and Electric Adjusted Gross Margin (a non-GAAP financial measure) —The following table details Total Electric Operating Revenue and Electric Adjusted Gross Margin for the last three years by major customer class: Change Electric Operating Revenues and Electric Adjusted Gross Margin 2024 vs. 2023 2023 vs. 2022 (millions) 2024 2023 2022 $ % $ % Electric Operating Revenue: Residential $ 140.6 $ 184.5 $ 174.8 $ (43.9 ) (23.8 )% $ 9.7 5.5 % Commercial & Industrial 107.7 122.0 123.1 (14.3 ) (11.7 )% (1.1 ) (0.9 )% Total Electric Operating Revenue $ 248.3 $ 306.5 $ 297.9 $ (58.2 ) (19.0 )% $ 8.6 2.9 % Cost of Electric Sales $ 141.0 $ 202.4 $ 199.1 $ (61.4 ) (30.3 )% $ 3.3 1.7 % Electric Adjusted Gross Margin $ 107.3 $ 104.1 $ 98.8 $ 3.2 3.1 % $ 5.3 5.4 % The decrease in Total Electric Operating Revenue of $58.2 million, or 19.0%, in 2024 compared to 2023 reflects lower costs of electric sales, which are tracked and reconciled costs as a pass-through to customers, partially offset by higher electric distribution rates and higher sales of electricity.
Electric Revenues, Adjusted Gross Margin and Sales Electric Operating Revenues and Electric Adjusted Gross Margin (a non-GAAP financial measure) —The following table details Total Electric Operating Revenue and Electric Adjusted Gross Margin for the last three years by major customer class: Change Electric Operating Revenues and Electric Adjusted Gross Margin 2025 vs. 2024 2024 vs. 2023 (millions) 2025 2024 2023 $ % $ % Electric Operating Revenue: Residential $ 132.6 $ 140.6 $ 184.5 $ (8.0 ) (5.7 )% $ (43.9 ) (23.8 )% Commercial & Industrial 103.8 107.7 122.0 (3.9 ) (3.6 )% (14.3 ) (11.7 )% Total Electric Operating Revenue 236.4 248.3 306.5 (11.9 ) (4.8 )% (58.2 ) (19.0 )% Cost of Electric Sales 121.8 141.0 202.4 (19.2 ) (13.6 )% (61.4 ) (30.3 )% Electric Adjusted Gross Margin $ 114.6 $ 107.3 $ 104.1 $ 7.3 6.8 % $ 3.2 3.1 % 26 Table of Contents The decrease in Total Electric Operating Revenue of $11.9 million, or 4.8%, in 2025 compared to 2024 reflects lower costs of electric sales due to the increase in the amount of electricity purchased by customers directly from third-party suppliers, which are tracked and reconciled costs as a pass-through to customers, partially offset by higher electric distribution rates.
The Company reconciles and recovers the approved Cost of Electric Sales in its rates at cost on a pass through basis and therefore changes in approved expenses do not affect earnings. In 2023, Cost of Electric Sales increased $3.3 million, or 1.7%, compared to 2022.
The Company reconciles and recovers the approved Cost of Electric Sales in its rates at cost on a pass through basis and therefore changes in approved expenses do not affect earnings. In 2024, Cost of Electric Sales decreased $61.4 million, or 30.3%, compared to 2023.
Northern Utilities enters into asset management agreements under which Northern Utilities releases certain natural gas pipeline and storage assets, resells the natural gas storage inventory to an asset manager and subsequently repurchases the inventory over the course of the natural gas heating season at the same price at which it sold the natural gas inventory to the asset manager.
Northern Utilities and Bangor enter into asset management agreements under which Northern Utilities and Bangor release certain natural gas pipeline and storage assets, resell the natural gas storage inventory to an asset manager and subsequently repurchase the inventory over the course of the natural gas heating season at the same price at which it sold the natural gas inventory to the asset manager.
The decrease was driven by higher depreciation and amortization expense of $3.3 million, largely offset by higher rates and customer growth of $3.2 million. Electric GAAP Gross Margin was $78.1 million in 2023, an increase of $4.7 million compared to 2022.
The increase was driven by higher rates and customer growth of $7.3 million, partially offset by higher depreciation and amortization expense of $2.6 million. Electric GAAP Gross Margin was $78.0 million in 2024, a decrease of $0.1 million compared to 2023.
Deferred Regulatory and Other Charges changed by $1.6 million in 2024 compared to 2023, primarily driven by changes in Regulatory Assets and Liabilities, and the change in Other, net in 2024 compared to 2023 was $2.1 million. 2024 2023 Cash Used in Investing Activities $ (169.9 ) $ (141.0 ) Cash Used in Investing Activities - Cash Used in Investing Activities was ($169.9) million in 2024 compared to ($141.0) million in 2023, an increase of $28.9 million.
Deferred Regulatory and Other Charges changed by $3.3 million in 2025 compared to 2024, primarily driven by changes in Regulatory Assets and Liabilities, and the change in Other, net in 2025 compared to 2024 was $9.0 million. 2025 2024 Cash Used in Investing Activities $ (345.5 ) $ (169.9 ) Cash Used in Investing Activities - Cash Used in Investing Activities was ($345.5) million in 2025 compared to ($169.9) million in 2024, an increase of $175.6 million.
In 2023, Taxes Other Than Income Taxes increased $2.6 million, or 10.0%, compared to 2022, reflecting higher local property taxes on higher utility plant in service and higher payroll, excise and other taxes. Interest Expense, Net Interest expense is presented in the Consolidated Financial Statements net of interest income.
In 2024, Taxes Other Than Income Taxes increased $1.4 million, or 4.9%, compared to 2023, reflecting higher local property taxes on higher utility plant in service and higher payroll taxes. Interest Expense, Net— Interest expense is presented in the Consolidated Financial Statements net of interest income.
Changes made to the provisions of these plans may also affect current and future costs. If these assumptions were changed, the resulting change in benefit obligations, fair values of plan assets, funded status and net periodic benefit costs could have a material effect on the Company’s financial statements.
If these assumptions were changed, the resulting change in benefit obligations, fair values of plan assets, funded status and net periodic benefit costs could have a material effect on the Company’s financial statements.
Net Income and EPS Overview 2024 Compared to 2023— The Company’s GAAP Net Income was $47.1 million, or $2.93 in Earnings Per Share (EPS), for the year ended December 31, 2024, an increase of $1.9 million in Net Income, or $0.11 in EPS, compared to 2023.
Net Income and EPS Overview 2025 Compared to 2024— The Company’s GAAP Net Income was $50.2 million, or $2.97 in Earnings Per Share (EPS), for the year ended December 31, 2025, an increase of $3.1 million in Net Income, or $0.04 in EPS, compared to 2024.
The tables below summarize the major sources and uses of cash (in millions) for 2024 and 2023. 2024 2023 Cash Provided by Operating Activities $ 125.9 $ 107.0 Cash Provided by Operating Activities - Cash Provided by Operating Activities was $125.9 million in 2024, an increase of $18.9 million compared to 2023.
The tables below summarize the major sources and uses of cash (in millions) for 2025 and 2024. 2025 2024 Cash Provided by Operating Activities $ 131.3 $ 125.9 Cash Provided by Operating Activities - Cash Provided by Operating Activities was $131.3 million in 2025, an increase of $5.4 million compared to 2024.
The Company’s other subsidiaries include Unitil Service, which provides, at cost, a variety of administrative and professional services to Unitil’s affiliated companies, Unitil Resources, the Company’s non-regulated subsidiary, which currently does not have any activity, and Unitil Realty, which owns and manages the Company’s corporate office in Hampton, New Hampshire and land for future use in Kingston, New Hampshire.
The Company’s other subsidiaries include Unitil Service, which provides, at cost, a variety of administrative and professional services to Unitil’s affiliated companies, Unitil Resources, the Company’s non-regulated subsidiary, which currently does not have any activity, Unitil Realty, which owns and manages the Company’s corporate office in Hampton, New Hampshire and also owns land in Kingston, New Hampshire on which Unitil Energy’s solar facility is located, which became operational in May 2025, and Unitil Water which currently does not have any activity.
In 2023, Depreciation and Amortization expense increased $4.8 million, or 7.7%, compared to 2022, reflecting additional depreciation associated with higher levels of utility plant in service and higher amortization of rate case and other deferred costs.
In 2024, Depreciation and Amortization expense increased $8.7 million, or 12.9%, compared to 2023, reflecting higher depreciation rates from recent base rate cases, additional depreciation associated with higher levels of utility plant in service and higher amortization of rate case and other deferred costs.
At a January 2025 meeting of the Unitil Corporation Board of Directors (the “Board”), the Board declared a quarterly dividend on the Company’s common stock of $0.45 per share, an increase of $0.025 per share on a quarterly basis, resulting in an increase in the effective annualized dividend rate to $1.80 per share from $1.70 per share. 2023 Compared to 2022— The Company’s Net Income was $45.2 million, or $2.82 in Earnings Per Share (EPS), for the year ended December 31, 2023, an increase of $3.8 million in Net Income, or $0.23 in EPS, compared to 2022.
At a January 2026 meeting of the Unitil Corporation Board of Directors (the “Board”), the Board declared a quarterly dividend on the Company’s common stock of $0.475 per share, an increase of $0.025 per share on a quarterly basis, resulting in an increase in the effective annualized dividend rate to $1.90 per share from $1.80 per share. 2024 Compared to 2023— The Company’s GAAP Net Income was $47.1 million, or $2.93 in EPS, for the year ended December 31, 2024, an increase of $1.9 million in Net Income, or $0.11 in EPS, compared to 2023.
Regulatory Accounting— The Company’s principal business is the distribution of electricity and natural gas by the three distribution utilities: Unitil Energy, Fitchburg and Northern Utilities. Unitil Energy and Fitchburg are subject to regulation by the FERC. Fitchburg is also regulated by the MDPU, Unitil Energy is regulated by the NHPUC, and Northern Utilities is regulated by the MPUC and NHPUC.
Regulatory Accounting— The Company’s principal business is the distribution of electricity and natural gas by the five distribution utilities: Unitil Energy, Fitchburg, Northern Utilities, Bangor and Maine Natural. Unitil Energy and Fitchburg are subject to regulation by the FERC.
Twelve Months Ended December 31, 2024 ($ millions) Electric Gas Other Total Total Operating Revenue $ 248.3 $ 246.5 $ — $ 494.8 Less: Cost of Sales (141.0 ) (79.6 ) — (220.6 ) Less: Depreciation and Amortization (29.3 ) (46.8 ) — (76.1 ) GAAP Gross Margin 78.0 120.1 — 198.1 Depreciation and Amortization 29.3 46.8 — 76.1 Adjusted Gross Margin $ 107.3 $ 166.9 $ — $ 274.2 24 Twelve Months Ended December 31, 2023 ($ millions) Electric Gas Other Total Total Operating Revenue $ 306.5 $ 250.6 $ — $ 557.1 Less: Cost of Sales (202.4 ) (96.1 ) — (298.5 ) Less: Depreciation and Amortization (26.0 ) (40.4 ) (1.0 ) (67.4 ) GAAP Gross Margin 78.1 114.1 (1.0 ) 191.2 Depreciation and Amortization 26.0 40.4 1.0 67.4 Adjusted Gross Margin $ 104.1 $ 154.5 $ — $ 258.6 Twelve Months Ended December 31, 2022 ($ millions) Electric Gas Other Total Total Operating Revenue $ 297.9 $ 265.3 $ — $ 563.2 Less: Cost of Sales (199.1 ) (121.4 ) — (320.5 ) Less: Depreciation and Amortization (25.4 ) (36.3 ) (0.9 ) (62.6 ) GAAP Gross Margin 73.4 107.6 (0.9 ) 180.1 Depreciation and Amortization 25.4 36.3 0.9 62.6 Adjusted Gross Margin $ 98.8 $ 143.9 $ — $ 242.7 Electric GAAP Gross Margin was $78.0 million in 2024, a decrease of $0.1 million compared to 2023.
Twelve Months Ended December 31, 2025 ($ millions) Electric Gas Other Total Total Operating Revenue $ 236.4 $ 299.6 $ — $ 536.0 Less: Cost of Sales (121.8 ) (100.5 ) — (222.3 ) Less: Depreciation and Amortization (31.9 ) (56.8 ) — (88.7 ) GAAP Gross Margin 82.7 142.3 — 225.0 Depreciation and Amortization 31.9 56.8 — 88.7 Adjusted Gross Margin $ 114.6 $ 199.1 $ — $ 313.7 Twelve Months Ended December 31, 2024 ($ millions) Electric Gas Other Total Total Operating Revenue $ 248.3 $ 246.5 $ — $ 494.8 Less: Cost of Sales (141.0 ) (79.6 ) — (220.6 ) Less: Depreciation and Amortization (29.3 ) (46.8 ) — (76.1 ) GAAP Gross Margin 78.0 120.1 — 198.1 Depreciation and Amortization 29.3 46.8 — 76.1 Adjusted Gross Margin $ 107.3 $ 166.9 $ — $ 274.2 Twelve Months Ended December 31, 2023 ($ millions) Electric Gas Other Total Total Operating Revenue $ 306.5 $ 250.6 $ — $ 557.1 Less: Cost of Sales (202.4 ) (96.1 ) — (298.5 ) Less: Depreciation and Amortization (26.0 ) (40.4 ) (1.0 ) (67.4 ) GAAP Gross Margin 78.1 114.1 (1.0 ) 191.2 Depreciation and Amortization 26.0 40.4 1.0 67.4 Adjusted Gross Margin $ 104.1 $ 154.5 $ — $ 258.6 Electric GAAP Gross Margin was $82.7 million in 2025, an increase of $4.7 million compared to 2024.
The Company utilizes the Credit Facility for cash management purposes related to its short-term operating activities. Total gross borrowings were $308.4 million and $327.2 million for the years ended December 31, 2024 and December 31, 2023, respectively. Total gross repayments were $364.6 million and $281.2 million for the years ended December 31, 2024 and December 31, 2023, respectively.
The Company utilizes the Credit Facility for cash management purposes related to its short-term operating activities. Total gross borrowings were $476.4 million and $308.4 million for the years ended December 31, 2025 and December 31, 30 Table of Contents 2024, respectively.
Cost of Electric Sales decreased $61.4 million, or 30.3%, in 2024 compared to 2023. This decrease reflects lower wholesale electricity prices and an increase in the amount of electricity purchased by customers directly from third-party suppliers, partially offset by higher electric sales.
This decrease reflects lower wholesale electricity prices and an increase in the amount of electricity purchased by customers directly from third-party suppliers, partially offset by higher electric sales.
Electric Adjusted Gross Margin (a non-GAAP financial measure) was $107.3 million in 2024, an increase of $3.2 million compared with 2023. The increase was driven by higher rates and customer growth. Gas Adjusted Gross Margin (a non-GAAP financial measure) was $166.9 million in 2024, an increase of $12.4 million compared to 2023.
Gas Adjusted Gross Margin (a non-GAAP financial measure) was $166.9 million in 2024, an increase of $12.4 million compared to 2023. The increase was driven primarily by higher rates, and customer growth. Therm Sales —Unitil’s total gas therm sales increased 26.6% in 2025 compared to 2024.
Cash flow from Net Income, adjusted for the total of non-cash charges was $136.4 million in 2024 compared to $120.0 million in 2023, an increase of $16.4 million. The change to Net Income is primarily attributable to increases in electric and gas sales margin.
Cash flow from Net Income, adjusted for the total of non-cash charges was $148.5 million in 2025 compared to $136.4 million in 2024, an increase of $12.1 million. The change to Net Income is primarily attributable to increases in electric and gas sales margin partially offset by higher operating expense.
In addition, the Company’s distribution utilities and its natural gas transmission pipeline company also may recover certain base rate costs, including capital project spending and enhanced reliability and vegetation management programs, through annual step adjustments and cost tracker rate mechanisms. Most of Unitil’s customers have the opportunity to purchase their electricity or natural gas supplies from third-party energy suppliers.
In addition, the Company’s distribution utilities and its natural gas transmission pipeline company also may recover certain base rate costs, including capital project spending and enhanced reliability and vegetation management programs, through annual step adjustments and cost tracker rate mechanisms.
Revenue decoupling is the term given to the elimination of the dependency of a utility’s distribution revenue on the volume of electricity or gas sales.
The Company’s electric and gas sales in Massachusetts and New Hampshire are decoupled. Revenue decoupling is the term given to the elimination of the dependency of a utility’s distribution revenue on the volume of electricity or gas sales.
Based on weather data collected in the Company’s gas service areas, on average there were 6.5% fewer EDD in 2023 compared to 2022. The Company estimates that weather-normalized gas therm sales for Northern Utilities’ Maine division, the Company’s only non-decoupled gas service area, increased 3.0% in 2023 compared to 2022.
Based on weather data collected in the Company’s gas service areas, on average there were 12.2% higher Effective Degree Days (EDD) in 2025 compared to 2024. The Company estimates weather-normalized gas therm sales for Northern Utilities' Maine division, the Company's largest non-decoupled gas service area, increased 3.5% in 2025 compared to 2024.
The following table details total kWh sales for the last three years by major customer class: Change 2024 vs. 2023 2023 vs. 2022 kWh Sales (millions) 2024 2023 2022 kWh % kWh % Residential 659.7 649.3 680.5 10.4 1.6 % (31.2 ) (4.6 )% Commercial & Industrial 924.6 914.2 933.9 10.4 1.1 % (19.7 ) (2.1 )% Total kWh Sales 1,584.3 1,563.5 1,614.4 20.8 1.3 % (50.9 ) (3.2 )% Gas Revenues, Adjusted Gross Margin and Sales Gas Operating Revenues and Adjusted Gross Margin (a non-GAAP financial measure) — The following table details total Gas Operating Revenue and Gas Adjusted Gross Margin for the last three years by major customer class: Change Gas Operating Revenues and Gas Adjusted Gross Margin 2024 vs. 2023 2023 vs. 2022 (millions) 2024 2023 2022 $ % $ % Gas Operating Revenue: Residential $ 101.0 $ 100.7 $ 103.4 $ 0.3 0.3 % $ (2.7 ) (2.6 )% Commercial & Industrial 145.5 149.9 161.9 (4.4 ) (2.9 )% (12.0 ) (7.4 )% Total Gas Operating Revenue $ 246.5 $ 250.6 $ 265.3 $ (4.1 ) (1.6 )% $ (14.7 ) (5.5 )% Cost of Gas Sales $ 79.6 $ 96.1 $ 121.4 $ (16.5 ) (17.2 )% $ (25.3 ) (20.8 )% Gas Adjusted Gross Margin $ 166.9 $ 154.5 $ 143.9 $ 12.4 8.0 % $ 10.6 7.4 % The decrease in Total Gas Operating Revenues of $4.1 million, or 1.6%, in 2024 compared to 2023 reflects lower costs of gas sales, which are tracked and reconciled as a pass-through to customers, and lower sales of gas, partially offset by higher gas distribution rates.
The following table details total kWh sales for the last three years by major customer class: Change 2025 vs. 2024 2024 vs. 2023 kWh Sales (millions) 2025 2024 2023 kWh % kWh % Residential 686.7 659.7 649.3 27.0 4.1 % 10.4 1.6 % Commercial & Industrial 887.7 924.6 914.2 (36.9 ) (4.0 )% 10.4 1.1 % Total kWh Sales 1,574.4 1,584.3 1,563.5 (9.9 ) (0.6 )% 20.8 1.3 % Gas Revenues, Adjusted Gross Margin and Sales Gas Operating Revenues and Adjusted Gross Margin (a non-GAAP financial measure) — The following table details total Gas Operating Revenue and Gas Adjusted Gross Margin for the last three years by major customer class: Change Gas Operating Revenues and Gas Adjusted Gross Margin 2025 vs. 2024 2024 vs. 2023 (millions) 2025 2024 2023 $ % $ % Gas Operating Revenue: Residential $ 124.3 $ 101.0 $ 100.7 $ 23.3 23.1 % $ 0.3 0.3 % Commercial & Industrial 175.3 145.5 149.9 29.8 20.5 % (4.4 ) (2.9 )% Total Gas Operating Revenue 299.6 246.5 250.6 53.1 21.5 % (4.1 ) (1.6 )% Cost of Gas Sales 100.5 79.6 96.1 20.9 26.3 % (16.5 ) (17.2 )% Gas Adjusted Gross Margin $ 199.1 $ 166.9 $ 154.5 $ 32.2 19.3 % $ 12.4 8.0 % 27 Table of Contents The increase in Total Gas Operating Revenues of $53.1 million, or 21.5%, in 2025 compared to 2024 reflects $36.2 million of sales for Bangor and Maine Natural, higher gas distribution rates and customer growth, the favorable impact of colder winter weather in 2025 and higher costs of gas sales, which are tracked and reconciled as a pass-through to customers.
The increase in depreciation and amortization of $8.7 million in 2024 compared to 2023 reflects higher rates and additional depreciation on higher utility plant in service. The increase in the deferred tax provision of $5.8 million in 2024 compared to 2023 is primarily driven by higher tax depreciation in 2024.
The increase in depreciation and amortization of $12.6 million in 32 Table of Contents 2025 compared to 2024 reflects higher rates and additional depreciation on higher utility plant in service. The decrease in the deferred tax provision of ($3.6) million in 2025 compared to 2024 is primarily driven by lower tax depreciation in 2025.
The Credit Facility generally provides Unitil with the ability to elect that borrowings under the Credit Facility bear interest under several options, including a daily fluctuating rate equal to (a) the forward-looking secured overnight financing rate (as administered by the Federal Reserve Bank of New York) term rate with a term equivalent to one month beginning on that date, plus (b) 0.1000%, plus (c) a margin of 1.125% to 1.375% (based on Unitil’s credit rating).
Borrowings under the Credit Facility may bear interest at various rate options, including a daily fluctuating rate equal to the forward‑looking one‑month SOFR term rate (as administered by the Federal Reserve Bank of New York), plus 0.1000%, plus a margin ranging from 1.125% to 1.375% based on Unitil’s credit rating.
Changes in working capital items resulted in a ($1.6) million use of cash in 2024 compared to a ($4.6) million use of cash in 2023, representing an increase in sources of cash of $3.0 million.
Changes in working capital items resulted in a ($20.6) million use of cash in 2025 compared to a ($1.6) million use of cash in 2024, representing a decrease in use of cash of ($19.0) million.
Unitil Corporation and Granite State are currently rated “Baa2”, and Fitchburg, Unitil Energy and Northern Utilities are currently rated “Baa1” by Moody’s Investors Services.
Unitil Corporation and its utility subsidiaries, Fitchburg, Unitil Energy, Northern Utilities, and Granite State are currently rated “BBB+” and Bangor is rated “BBB” by Standard & Poor’s Ratings Services. Unitil Corporation and Granite State are currently rated “Baa2”, and Fitchburg, Unitil Energy and Northern Utilities are currently rated “Baa1” by Moody’s Investors Services.
See Note 4 (Debt and Financing Arrangements) to the accompanying Consolidated Financial Statements. Cash Flows 31 Unitil’s utility operations, taken as a whole, are seasonal in nature and subject to seasonal fluctuations in cash flows.
As of December 31, 2025, other than the energy and natural gas asset management contract guarantees noted above, there were no other guarantees outstanding. See Note 4 (Debt and Financing Arrangements) to the accompanying Consolidated Financial Statements. Cash Flows Unitil’s utility operations, taken as a whole, are seasonal in nature and subject to seasonal fluctuations in cash flows.
The Company reconciles and recovers the approved Cost of Gas Sales in its rates at cost on a pass through basis and therefore changes in approved expenses do not affect earnings. In 2023, Cost of Gas Sales decreased $25.3 million, or 20.8%, compared to 2022.
This increase reflects higher gas sales primarily from the Bangor and Maine Natural acquisitions. The Company reconciles and recovers the approved Cost of Gas Sales in its rates at cost on a pass through basis and therefore changes in approved expenses do not affect earnings. In 2024, Cost of Gas Sales decreased $16.5 million, or 17.2%, compared to 2023.
Gas GAAP Gross Margin is discussed above in the section entitled “Use of GAAP and Non-GAAP Financial Measures”. Gas Adjusted Gross Margin (a non-GAAP financial measure) was $166.9 million in 2024, an increase of $12.4 million compared to 2023. The increase was driven primarily by higher rates, and customer growth.
Gas GAAP Gross Margin is discussed above in the section entitled “Use of GAAP and Non-GAAP Financial Measures”. Gas Adjusted Gross Margin (a non-GAAP financial measure) was $199.1 million in 2025, an increase of $32.2 million compared to 2024.
Other Expense (Income), Net decreased $2.4 million in 2023 compared to 2022, reflecting lower retirement benefit costs. Provision for Income Taxes Federal and State Income Taxes increased $0.8 million in 2024 compared to 2023, reflecting higher pre-tax earnings in 2024.
Provision for Income Taxes— Federal and State Income Taxes increased $1.3 million in 2025 compared to 2024, reflecting higher pre-tax earnings in 2025. Federal and State Income Taxes increased $0.8 million in 2024 compared to 2023, reflecting higher pre-tax earnings in 2024.
Taxes Other Than Income Taxes— Taxes Other Than Income Taxes increased $1.4 million, or 4.9%, in 2024 compared to 2023, reflecting higher local property taxes on higher utility plant in service and higher payroll taxes.
Taxes Other Than Income Taxes— Taxes Other Than Income Taxes increased $1.4 million, or 4.7%, in 2025 compared to 2024, reflecting higher local property taxes on higher utility plant in service associated with the Company’s completed acquisitions of Bangor and Maine Natural.
The higher spending in 2024 is primarily related to normal utility capital expenditures for electric and gas utility system additions.
The higher spending in 2025 is primarily related to $160.4 million for the acquisitions of Bangor Natural Gas and Maine Natural Gas. Normal utility capital expenditures for electric and gas utility system additions increased $15.2 million compared to 2024.
Cost of Gas Sales decreased $16.5 million, or 17.2%, in 2024 compared to 2023. This decrease reflects lower gas sales, lower wholesale gas commodity prices and an increase in the amount of gas purchased by customers directly from third-party suppliers.
Cost of Electric Sales decreased $19.2 million, or 13.6%, in 2025 compared to 2024. This decrease reflects an increase in the amount of electricity purchased by customers directly from third-party 28 Table of Contents suppliers, partially offset by higher wholesale electricity prices.
The Company has made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, future compensation, health care cost trends, and appropriate discount rates. The Company’s RBO is affected by actual employee demographics, the level of contributions made to the plans, earnings on plan assets, and health care cost trends.
The Company’s RBO and reported costs of providing retirement benefits are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. The Company has made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, future compensation, health care cost trends, and appropriate discount rates.
In 2023, total O&M expenses increased $1.9 million, or 2.6%, compared to 2022, reflecting higher utility operating costs of $1.2 million, higher professional fees of $0.4 million and higher labor costs of $0.3 million. 28 Depreciation and Amortization— Depreciation and Amortization expense increased $8.7 million, or 12.9%, in 2024 compared to 2023, reflecting higher depreciation rates from recent base rate cases, additional depreciation associated with higher levels of utility plant in service and higher amortization of rate case and other deferred costs.
Depreciation and Amortization— Depreciation and Amortization expense increased $12.6 million, or 16.6%, in 2025 compared to 2024, reflecting higher depreciation rates from recent base rate cases, additional depreciation associated with higher levels of utility plant in service and higher amortization of other deferred costs. Depreciation and Amortization expense included $3.3 million related to Bangor and Maine Natural in 2025.
Depreciation and Amortization expense increased $8.7 million in 2024 compared to 2023, reflecting higher depreciation rates from recent base rate cases, additional depreciation associated with higher levels of utility plant in service and higher amortization of rate case and other deferred costs. 25 Taxes Other Than Income Taxes increased $1.4 million in 2024 compared to 2023, reflecting higher local property taxes on higher utility plant in service and higher payroll taxes.
Depreciation and Amortization expense increased $12.6 million in 2025 compared to 2024, reflecting higher depreciation rates from recent base rate cases, additional depreciation associated with higher levels of utility plant in service and higher amortization of other deferred costs. Depreciation and Amortization expense included $3.3 million related to Bangor and Maine Natural in 2025.
Granite State issued $10.0 million of Notes due 2034 at 5.74%. The Company used the net proceeds from these 30 offerings to refinance existing debt and for general corporate purposes.
Granite State issued $10.0 million of Notes due 2034 at 5.74%. The Company used the net proceeds from these offerings to refinance existing debt and for general corporate purposes. Approximately $1.0 million of costs associated with this issuance were recorded as a reduction of Long-Term Debt for presentation purposes on the Consolidated Balance Sheet in the third quarter of 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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COMMODITY PRICE RISK Although Unitil’s three distribution utilities are subject to commodity price risk as part of their traditional operations, the current regulatory framework within which these companies operate allows for full collection of electric power and natural gas supply costs in rates on a pass-through basis. Consequently, there is limited commodity price risk after consideration of the related rate-making.
COMMODITY PRICE RISK Although Unitil’s five distribution utilities are subject to commodity price risk as part of their traditional operations, the current regulatory framework within which these companies operate allows for full collection of electric power and natural gas supply costs in rates on a pass-through basis. Consequently, there is limited commodity price risk after consideration of the related rate-making.
Additionally, as discussed in the section entitled Rates and Regulation in Part I, Item 1 (Business) and in Note 7 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements, the Company has divested its long-term power supply contracts and therefore, further reduced its exposure to commodity risk. 36
Additionally, as discussed in the section entitled Rates and Regulation in Part I, Item 1 (Business) and in Note 8 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements, the Company has divested its long-term power supply contracts and therefore, further reduced its exposure to commodity risk. 36 Table of Contents
The average interest rate on short-term borrowings and intercompany money pool transactions was 6.5%, 6.4%, and 3.3% during 2024, 2023, and 2022, respectively.
The average interest rate on short-term borrowings and intercompany money pool transactions was 5.4%, 6.5%, and 6.4% during 2025, 2024, and 2023, respectively.

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