[Form 4] RGC Resources Inc Insider Trading Activity

Rhea-AI Filing Summary

Abu Dhabi Investment Authority (ADIA) and affiliated vehicles have filed Amendment No. 3 to their Schedule 13D for ReNew Energy Global plc. The filing shows that ADIA, Platinum Cactus A 2019 Trust and Platinum Hawk C 2019 RSC Ltd. collectively own 58,170,916 Class A ordinary shares—23.8 % of the 244,266,823 shares outstanding as of 31 Mar 2024.

Revised take-private proposal: On 2 Jul 2025 the ADIA-led consortium (which also includes Canada Pension Plan Investment Board, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha) submitted a non-binding proposal to acquire all remaining shares at $8.00 per share. The price represents an increase over the consortium’s December 2024 offer (amount not restated here) and would bring the company fully under private ownership if executed.

Process update: The consortium signed Amendment No. 1 to the Bid Conduct Agreement on 3 Jul 2025, extending the outside date for exclusivity restrictions to 30 Sep 2025. No definitive agreement has been signed; therefore, the proposal may be withdrawn or altered until binding documents are executed.

Governance & mechanics: • ADIA controls voting and disposition rights; Platinum Hawk, as trustee, holds dispositive power only. • Source of funds is “OO” (other). • A new exhibit list (99.7 & 99.8) attaches the revised proposal and agreement amendment.

Investment view: The higher cash offer is potentially value-accretive for minority holders and signals continued intent to close a take-private transaction, but deal certainty remains low because the bid is still non-binding and subject to negotiation, due diligence and committee approval.

Positive

• Higher offer price: Consortium increased proposed consideration to $8.00 per share, suggesting improved valuation for remaining shareholders.
• Consortium commitment: Extension of Bid Conduct Agreement to 30 Sep 2025 indicates continued engagement toward completing a transaction.

Negative

• Non-binding nature: Proposal does not constitute a definitive agreement, leaving significant deal-certainty risk.
• Extended timeline: Outside date pushback prolongs shareholder uncertainty and may delay liquidity event.

Insights

M&A Specialist

TL;DR – Raised $8 offer boosts headline value, but non-binding status keeps deal risk elevated.

The consortium now values ReNew at roughly $1.95 bn equity (244.3 m × $8). Increasing the bid while maintaining 23.8 % ownership signals stronger conviction and could placate an independent committee pushing for a richer price. Extending the outside date to 30 Sep 2025 provides additional runway for diligence, financing and regulatory clearances but also lengthens uncertainty for investors. As no lock-up or definitive merger agreement exists, competing bids or market volatility could still derail the process. Overall impact is positive yet contingent on execution.

Risk Analyst

TL;DR – Offer uplift is offset by lack of binding terms and prolonged timeline.

While the $8.00 proposal may set a valuation floor, minority holders face several risks: (1) price may be renegotiated or withdrawn; (2) timeline now stretches to at least late Q3 2025; (3) consortium already wields nearly one-quarter of votes, reducing competitive tension. The absence of financing details, break-fees or regulatory discussion leaves execution probability uncertain. Impact is moderately positive but not assured.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BOXLEY ABNEY S III

(Last) (First) (Middle)

P. O. BOX 13007

(Street)

ROANOKE VA 24030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RGC RESOURCES INC [ RGCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A(1)		295.534	A	$22.84	64,299.379(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares issued to reporting person pursuant to an election under the Restricted Stock Plan for Outside Directors of RGC Resources, Inc.

2. Includes 63,924.379 shares owned directly by reporting person and includes 375.000 shares owned indirectly through UTMA for the reporting person's child.

	/s/ Abney S. Boxley, III by Timothy J. Mulvaney, POA dated 02/05/2024	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How much of ReNew Energy (RNWWW) does ADIA currently own?

The filing states ADIA and related entities beneficially own 58,170,916 Class A shares, equal to 23.8 % of shares outstanding.

What price is the consortium offering in the revised proposal for RNWWW?

The revised non-binding proposal is $8.00 per share for all Class A ordinary shares not already owned.

Is the $8.00 offer for ReNew Energy binding?

No. The filing emphasises the proposal is non-binding until definitive agreements are executed.

What is the new outside date in the Bid Conduct Agreement?

Amendment No. 1 extends the restrictions’ outside date to 30 September 2025.

Who are the members of the bidding consortium with ADIA?

The consortium comprises ADIA, Canada Pension Plan Investment Board, Abu Dhabi Future Energy Company PJSC-Masdar and Sumant Sinha.