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Equity
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Equity

Note 5 – equity

Common Stock

The Company’s common stock trades on the New York Stock Exchange under the symbol, “UTL.”

The Company had 17,899,410, 16,177,314 and 16,192,345 shares of common stock outstanding at September 30, 2025, September 30, 2024 and December 31, 2024, respectively.

The following table summarizes the Company's common shares activity for the nine months ended September 30, 2025:

 

Common Stock

 

Shares

 

Shares as of December 31, 2024

 

 

16,192,345

 

Shares Issued - DRP

 

 

16,348

 

Shares Issued - ATM

 

 

27,620

 

Shares Issued - Equity Issuance

 

 

1,602,358

 

Shares Issued - RSU Settlement

 

 

8,525

 

Shares Issued - Time Restricted

 

 

26,430

 

Shares Issued - Performance Restricted

 

 

26,430

 

Forfeited Shares - Time Restricted

 

 

(396

)

Forfeited Shares - Performance Restricted

 

 

(250

)

Shares as of September 30, 2025

 

 

17,899,410

 

 

Unitil Corporation Common Stock Offering - On August 18, 2025, the Company issued and sold 1,602,358 shares of its common stock at a price of $46.65 per share in a registered public offering (Offering). The Company’s net increase to Common Equity and Cash proceeds from the Offering was approximately $71.8 million. The proceeds will be used to make equity capital contributions to the Company’s regulated utility subsidiaries, to repay debt and for other general corporate purposes. Overall, the results of operations and earnings reflect the higher number of average shares outstanding period over period.

 

At-the-Market Equity Offering Program - On June 3, 2025, the Company entered into an at-the-market (ATM) equity offering program with Janney Montgomery Scott LLC and Scotia Capital (USA) Inc., under which the Company may, from time to time, offer

and sell shares of its common stock having an aggregate offering price of up to $50 million. Sales of common stock under the ATM program are made pursuant to a shelf registration statement on Form S-3 (File No. File No. 333-287753) and a related prospectus supplement filed with the Securities and Exchange Commission.

 

During the nine months ended September 30, 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. During the three months ended September 30, 2025, the Company sold zero shares of common stock under the ATM program. As of September 30, 2025, $48.5 million remains available for future sales under the program.

 

The Company intends to use the net proceeds from the ATM program for general corporate purposes, including capital contributions to the Company's utility subsidiaries, repayment of debt, acquisitions, capital expenditures and working capital, as described in the prospectus supplement relating to the ATM program.

Dividend Reinvestment and Stock Purchase Plan - During the first nine months of 2025, the Company sold 16,348 shares of its common stock, at an average price of $52.67 per share, in connection with its Dividend Reinvestment and Stock Purchase Plan (DRP) and its 401(k) plans resulting in net proceeds of approximately $861,000. The DRP provides participants in the plan a method for investing cash dividends on the Company’s common stock and cash payments in additional shares of the Company’s common stock.

Stock Plan - The Company maintains the Unitil Corporation Third Amended and Restated 2003 Stock Plan (the Stock Plan). Participants in the Stock Plan are selected by the Compensation Committee of the Board of Directors to receive awards under the Stock Plan, including: (i) awards of restricted shares that vest based on time (Time Restricted Shares); (ii) awards of restricted shares that vest based on performance (Performance Restricted Shares); or (iii) awards of restricted stock units (Restricted Stock Units). The Compensation Committee has the authority to determine the sizes of awards; determine the terms and conditions of awards in a manner consistent with the Stock Plan; construe and interpret the Stock Plan and any agreement or instrument entered into under the Stock Plan as they apply to participants; establish, amend, or waive rules and regulations for the Stock Plan’s administration as they apply to participants; and, subject to the provisions of the Stock Plan, amend the terms and conditions of any outstanding award to the extent such terms and conditions are within the discretion of the Compensation Committee as provided for in the Stock Plan. On May 1, 2024, the Company’s shareholders approved an amendment to the Stock Plan to, among other things, increase the maximum number of shares of common stock available for awards to plan participants.

The maximum number of shares available for awards to participants under the Stock Plan was 1,027,500 as of September 30, 2025. The maximum number of shares that may be awarded in any one calendar year to any one participant is 20,000. In the event of certain changes in capitalization of the Company, the Compensation Committee is authorized to make an equitable adjustment to the number and kind of shares of common stock that may be delivered under the Stock Plan and, in addition, may authorize and make an equitable adjustment to the Stock Plan’s annual individual award limit.

Time Restricted Shares

 

Outstanding awards of Time Restricted Shares fully vest over a period of four years at a rate of 25% each year. During the vesting period, dividends on Time Restricted Shares underlying the award may be credited to a participant’s account. The Company may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any taxes required by federal, state, or local law or regulation to be withheld with respect to any taxable event arising in connection with an award. Prior to the end of the vesting period, the Time Restricted Shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant’s death, disability or retirement.

On January 28, 2025, 26,430 Time Restricted Shares were issued in conjunction with the Stock Plan with an aggregate market value at the date of issuance of approximately $1.4 million. There were 17,883 and 58,413 non-vested Time Restricted Shares under the Stock Plan as of September 30, 2025 and 2024, respectively. The weighted average grant date fair value of these shares was $50.94 and $47.75 per share, respectively. The compensation expense associated with the issuance of Time Restricted Shares under the Stock Plan is recognized over the vesting period and was $1.9 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025, there was approximately $0.9 million of total unrecognized compensation cost for Time Restricted Shares under the Stock Plan which is expected to be recognized over approximately 2.8 years. During the nine months ended September 30, 2025 there were 396 Time Restricted Shares forfeited and zero Time Restricted Shares cancelled under the Stock Plan.

Performance Restricted Shares

 

Outstanding awards of Performance Restricted Shares vest after a performance period of three years based on the attainment of certain goals set by the Compensation Committee at the beginning of the performance period. If goals are met, awards of Performance Restricted Shares may vest fully; if goals are exceeded, awards of Performance Restricted Shares may vest fully and additional shares

of common stock may be awarded; if goals are not met, a portion of the Performance Restricted Shares may vest and/or all or a portion of the Performance Restricted Shares may be forfeited. During the performance period, dividends on Performance Restricted Shares underlying the award may be credited to a participant’s account. The Company may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy any taxes required by federal, state, or local law or regulation to be withheld with respect to any taxable event arising in connection with an award.

 

Prior to the end of the performance period, the Performance Restricted Shares are subject to forfeiture if the participant ceases to be employed by the Company other than due to the participant’s death, disability or retirement. Initial awards of Performance Restricted Shares were granted January 24, 2023. On January 28, 2025, there were 26,430 Performance Restricted Shares issued under the Stock Plan with an aggregate market value of $1.4 million. There were 67,380 and 43,453 non-vested Performance Restricted Shares under the Stock Plan as of September 30, 2025 and 2024, respectively. The weighted average grant date fair value of these shares was $51.21 and $50.35 per share, respectively. The compensation expense associated with the issuance of Performance Restricted Shares under the Stock Plan is recognized over the vesting period and was $0.9 million and $0.7 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. At September 30, 2025, there was approximately $2.1 million of total unrecognized compensation cost for Performance Restricted Shares under the Stock Plan which is expected to be recognized over approximately 1.9 years. During the nine months ended September 30, 2025 there were 250 Performance Restricted Shares forfeited and zero Performance Restricted Shares cancelled under the Stock Plan.

 

The Time Restricted Shares and Performance Restricted Shares unvested activity during the nine months ended September 30, 2025 in conjunction with the Stock Plan is presented in the following table:

 

Restricted Shares

 

Time Restricted Shares

 

 

Performance Restricted Shares

 

 

 

Units

 

 

Weighted
Average
Stock
Price

 

 

Units

 

 

Weighted
Average
Stock
Price

 

Restricted Shares as of December 31, 2024

 

 

19,933

 

 

$

48.09

 

 

 

41,200

 

 

$

50.28

 

Granted

 

 

26,430

 

 

$

52.65

 

 

 

26,430

 

 

$

52.65

 

Shares Issued

 

 

(28,084

)

 

$

50.58

 

 

 

—

 

 

$

—

 

Forfeited

 

 

(396

)

 

$

47.42

 

 

 

(250

)

 

$

50.35

 

Restricted Shares as of September 30, 2025

 

 

17,883

 

 

$

50.94

 

 

 

67,380

 

 

$

51.21

 

 

Restricted Stock Units

Non-management members of the Company’s Board of Directors (Directors) may elect to receive the equity portion of their annual retainer in the form of Restricted Stock Units (RSU). Restricted Stock Units earn dividend equivalents and will generally be settled by payment to each Director as soon as practicable following the Director’s separation from service to the Company. The Restricted Stock Units will be paid such that the Director will receive (i) 70% of the shares of the Company’s common stock underlying the restricted stock units and (ii) cash in an amount equal to the fair market value of 30% of the shares of the Company’s common stock underlying the Restricted Stock Units. The equity and liability portions of Restricted Stock Units activity during the nine months ended September 30, 2025 in conjunction with the Stock Plan is presented in the following table:

 

Restricted Stock Units

 

(Equity Portion)

 

 

(Liability Portion)

 

 

Units

 

 

Weighted
Average
Stock
Price

 

 

Units

 

 

Weighted
Average
Stock
Price

 

Restricted Stock Units as of December 31, 2024

 

 

36,636

 

 

$

44.15

 

 

 

15,701

 

 

$

54.19

 

Restricted Stock Units Granted

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

Dividend Equivalents Earned

 

 

803

 

 

$

52.52

 

 

 

344

 

 

$

52.52

 

Restricted Stock Units Settled

 

 

(8,525

)

 

$

43.32

 

 

 

(3,654

)

 

$

58.97

 

Restricted Stock Units as of September 30, 2025

 

 

28,914

 

 

$

44.63

 

 

 

12,391

 

 

$

47.86

 

 

There were 34,164 Restricted Stock Units outstanding as of September 30, 2024 with a weighted average stock price of $43.00. Included in Other Noncurrent Liabilities on the Company’s Consolidated Balance Sheets as of September 30, 2025, September 30, 2024 and December 31, 2024 is $0.6 million, $0.9 million and $0.9 million, respectively, representing the fair value of liabilities associated with the portion of fully vested RSUs that will be settled in cash.

Preferred Stock

There were $0.2 million, or 1,727 shares, of Unitil Energy’s 6.00% Series Preferred Stock outstanding as of September 30, 2025, September 30, 2024 and December 31, 2024. There were less than $0.1 million of total dividends declared on Preferred Stock in each of the three and nine month periods ended September 30, 2025 and September 30, 2024, respectively.

Earnings Per Share

Unitil has granted restricted stock awards and restricted stock units with non-forfeitable dividend rights, which are considered participating securities. Accordingly, earnings per share are computed using the two-class method as required by FASB ASC 260-10-45. Basic earnings per common share are calculated by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding during the period, which excludes the participating securities. Diluted earnings per common share are adjusted for the dilutive effects of restricted stock.

 

The following table reconciles basic and diluted earnings per share:

 

 

Three Months

 

 

Nine Months Ended

 

Earnings Per Share (millions, except shares and per share data)

 

September 30, 2025

 

 

September 30, 2025

 

Net Income

 

$

(0.3

)

 

$

31.2

 

Less allocation of earnings and dividends to participating securities

 

 

—

 

 

 

0.2

 

Net income allocated to common shareholders

 

$

(0.3

)

 

$

31.0

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, gross

 

 

17,081,908

 

 

 

16,536,228

 

Less average participating securities

 

 

101,091

 

 

 

100,355

 

Weighted average number of shares outstanding used in the calculation of basic earnings per share

 

 

16,980,817

 

 

 

16,435,873

 

Add dilutive effect of:

 

 

 

 

 

 

Restricted stock and restricted stock units

 

 

27

 

 

 

6,680

 

Adjusted weighted average number of shares outstanding used in the calculation of diluted earnings per common share

 

 

16,980,844

 

 

 

16,442,553

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

Basic

 

$

(0.02

)

 

$

1.89

 

Diluted

 

$

(0.02

)

 

$

1.89