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0001069533
0001069533
2026-06-02
2026-06-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 2, 2026
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
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Virginia
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000-26591
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54-1909697
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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519 Kimball Ave., N.E. Roanoke, Virginia
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24016
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 540-777-4427
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $5 Par Value
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RGCO
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On June 2, 2026, Roanoke Gas Company (“Roanoke”), the utility subsidiary of RGC Resources, Inc. (“Resources”), entered into an unsecured delayed-draw Promissory Note in the principal amount of $15,000,000 (“Note”) through a Fourth Amendment to the Loan Agreement ("Loan Agreement") with Pinnacle Bank (“Pinnacle”) originally entered on March 24, 2023 and further amended on March 31, 2024, March 31, 2025 and March 17, 2026. Under the provisions of the Loan Agreement, Roanoke can draw the funds at any time through September 20, 2026. The Company intends to draw the full amount on August 20, 2026 and the proceeds will be used to repay a maturing note. The Note has an interest rate of Term SOFR plus 100 basis points, with interest paid monthly. The outstanding principal balance of the Note is due on August 20, 2029.
Also, on June 2, 2026, Roanoke executed an interest rate swap agreement for $15,000,000 corresponding to the term and draw provisions of the Note, which effectively converts the variable rate note to a fixed rate instrument with an effective annual interest rate of 5.13%.
All other terms and requirements of the Loan Agreement, as previously amended, were retained.
The Guaranty previously entered into by Resources with Pinnacle remains in effect, as well as all previous representations, warranties and covenants.
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ITEM 2.03.
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
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The information required by this Item 2.03 is set forth in Item 1.01 above in respect of the Note, which is incorporated herein by reference.
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ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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| (d) Exhibits |
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| 10.1 |
Promissory Note in the principal amount of $15,000,000 by Roanoke Gas Company with Pinnacle Bank, dated June 2, 2026. |
| 10.2 |
Fourth Amendment to Amended and Restated Loan Agreement by Roanoke Gas Company with Pinnacle Bank, dated June 2, 2026. |
| 10.3 |
Interest Rate Swap Confirmation by and between Roanoke Gas Company and Pinnacle Bank, executed on June 2, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RGC RESOURCES, INC.
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Date: June 4, 2026
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By:
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/s/ Timothy J. Mulvaney
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Timothy J. Mulvaney |
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Vice President, Treasurer and Chief Financial Officer |
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(Principal Financial Officer) |
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