RGC Resources unit sets $15M fixed-rate loan

RGC Resources, Inc., through its utility subsidiary Roanoke Gas Company, entered into an unsecured delayed-draw promissory note with Pinnacle Bank for $15,000,000.

Rhea-AI Filing Summary

RGC Resources, Inc., through its utility subsidiary Roanoke Gas Company, entered into an unsecured delayed-draw promissory note with Pinnacle Bank for $15,000,000. Roanoke may draw on the note through September 20, 2026 and plans to draw the full amount on August 20, 2026 to repay a maturing note.

The note bears interest at Term SOFR plus 100 basis points with monthly interest payments, and the principal is due on August 20, 2029. Roanoke also executed a $15,000,000 interest rate swap aligned with the note’s terms, effectively converting it to a fixed-rate instrument at an annual rate of 5.13%, while existing guarantees and covenants under the loan agreement remain in place.

Insights

Utility credit and capital structure analyst

RGC Resources refinances $15M of debt on fixed 5.13% terms.

Roanoke Gas Company, the utility subsidiary of RGC Resources, arranged a delayed-draw $15,000,000 unsecured promissory note with Pinnacle Bank, aligned to refinance an existing maturing note. The borrowing window runs through September 20, 2026, with full draw planned on August 20, 2026.

The note’s interest cost is set at Term SOFR plus 100 basis points, but an interest rate swap on the same notional amount and term effectively fixes the borrowing cost at 5.13% annually until the August 20, 2029 maturity. Existing guarantees, representations, and covenants remain unchanged under the amended loan agreement.

This arrangement represents a planned refinancing rather than incremental growth capital. Future company disclosures can clarify how this debt fits within overall leverage metrics and funding plans alongside other bank facilities.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal: $15,000,000 Draw period end: September 20, 2026 Planned draw date: August 20, 2026 +3 more

6 metrics

Promissory note principal $15,000,000 Unsecured delayed-draw promissory note with Pinnacle Bank

Draw period end September 20, 2026 Latest date Roanoke may draw on the note

Planned draw date August 20, 2026 Company intends to draw full $15,000,000 on this date

Note maturity date August 20, 2029 Outstanding principal due at maturity

Interest rate spread Term SOFR + 100 bps Variable-rate pricing on the note before swap

Effective fixed interest rate 5.13% annually Result of $15,000,000 interest rate swap on the note

Key Terms

unsecured delayed-draw Promissory Note, Fourth Amendment to the Loan Agreement, Term SOFR, interest rate swap agreement, +1 more

5 terms

unsecured delayed-draw Promissory Note financial

"entered into an unsecured delayed-draw Promissory Note in the principal amount of $15,000,000"

Fourth Amendment to the Loan Agreement financial

"through a Fourth Amendment to the Loan Agreement ("Loan Agreement") with Pinnacle Bank"

Term SOFR financial

"The Note has an interest rate of Term SOFR plus 100 basis points"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

interest rate swap agreement financial

"Roanoke executed an interest rate swap agreement for $15,000,000 corresponding to the term and draw provisions"

A legally binding derivative contract in which two parties agree to exchange streams of interest payments on a notional principal amount, typically swapping fixed-rate payments for floating-rate payments (or vice versa) without exchanging the principal itself. It matters to investors because swaps change a borrower’s effective interest cost and can be used to hedge or take positions on future rate moves, affecting cash flow, valuation, and counterparty credit exposure.

Guaranty financial

"The Guaranty previously entered into by Resources with Pinnacle remains in effect"

A guaranty is a legal promise by one party (the guarantor) to pay or perform if another party fails to meet its debt or contractual obligation — like a co-signer who steps in when the borrower can’t pay. For investors, a guaranty lowers the chance that a bond, loan or contract will go unpaid, can improve credit assessments and borrowing terms, and gives a clearer sense of how secure expected returns are if the primary obligor runs into trouble.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RGC Resources (RGCO) announce regarding new financing?

RGC Resources’ subsidiary Roanoke Gas Company arranged an unsecured delayed-draw promissory note for $15,000,000 with Pinnacle Bank. The company plans to use the borrowing to repay a maturing note, keeping existing guarantees and covenants under the amended loan agreement in place.

How will RGC Resources (RGCO) use the new $15 million note proceeds?

Roanoke Gas Company intends to draw the full $15,000,000 on August 20, 2026 to repay a maturing note. This makes the transaction a refinancing of existing debt rather than funding for new projects or expansion, based on the disclosed use of proceeds.

What are the key terms of the new RGC Resources (RGCO) promissory note?

The unsecured note allows draws through September 20, 2026, carries interest at Term SOFR plus 100 basis points, and requires monthly interest payments. The outstanding principal is scheduled to be repaid in full on August 20, 2029, providing a defined long-term maturity profile.

How did RGC Resources (RGCO) manage interest rate risk on the new debt?

Roanoke Gas Company executed a $15,000,000 interest rate swap corresponding to the note’s term and draw timing. This swap converts the variable-rate borrowing into a fixed-rate obligation with an effective annual interest rate of 5.13% for the covered period.

Does the RGC Resources (RGCO) loan amendment change existing guarantees or covenants?

All other terms of the amended and restated loan agreement with Pinnacle Bank were retained. The existing guaranty by RGC Resources, along with prior representations, warranties, and covenants, remains in effect under the newly executed fourth amendment and related note.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 02:15 PM Learn about SEC filing dates

false 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)

Virginia	000-26591	54-1909697
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

519 Kimball Ave., N.E. Roanoke, Virginia	24016
(Address of principal executive offices)	(Zip Code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $5 Par Value	RGCO	NASDAQ Global Market

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.

Emerging growth company             ☐

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.  ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
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.
104	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.

	RGC RESOURCES, INC.
Date: June 4, 2026	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer)

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 PROMISSORY NOTE 65.5 KB
• EX-10.2 EXHIBIT 10.2 FOURTH AMENDMENT TO LOAN AGREEMENT 33.3 KB
• EX-10.3 EXHIBIT 10.3 SWAP CONFIRMATION 22.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB