Form 8-K

8-K — RGC RESOURCES INC

Accession: 0001437749-26-019526

Filed: 2026-06-04

Period: 2026-06-02

CIK: 0001069533

SIC: 4923 (NATURAL GAS TRANSMISSION & DISTRIBUTION)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — rgco20260603_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 PROMISSORY NOTE (ex_971934.htm)

EX-10.2 — EXHIBIT 10.2 FOURTH AMENDMENT TO LOAN AGREEMENT (ex_971935.htm)

EX-10.3 — EXHIBIT 10.3 SWAP CONFIRMATION (ex_971936.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: rgco20260603_8k.htm · Sequence: 1

rgco20260603_8k.htm

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0001069533

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)

EX-10.1 — EXHIBIT 10.1 PROMISSORY NOTE

EX-10.1

Filename: ex_971934.htm · Sequence: 2

ex_971934.htm

Exhibit 10.1

PROMISSORY NOTE

(Delayed Draw Term Loan)

$15,000,000.00

June 2, 2026

FOR VALUE RECEIVED, the undersigned, ROANOKE GAS COMPANY, a Virginia corporation (“Borrower”) unconditionally promises to pay to the order of PINNACLE BANK, a Tennessee bank (the “Bank”), without offset or deduction at 202 Campbell Avenue SE, Roanoke, Virginia 24013 or such other address as Bank shall designate, in lawful money of the United States of America, the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), or so much thereof as may be advanced and unpaid, together with interest at the rate(s) specified herein from the date on which any portion of the loan (the “Loan”) evidenced by this note (as modified, amended, renewed, restated or replaced from time to time, this “Note”) shall be advanced until paid in full.

1. LOAN AGREEMENT. Terms not otherwise defined herein shall have the meaning ascribed in that certain Amended and Restated Loan Agreement dated as of March 24, 2023, as modified and amended by that certain Amendment to Promissory Note and Loan Agreement dated as of March 31, 2024, as further amended by that certain Second Amendment to Loan Agreement dated as of March 31, 2025, as further amended by that certain First Amendment to Amended and Restated Promissory Note and Third Amendment to Loan Agreement dated as of March 17, 2026, as further amended by that certain Fourth Amendment to Amended and Restated Loan Agreement dated of even date herewith by and among Bank, Borrower and certain other parties named therein (as the same may have been further modified, amended, renewed, restated or replaced from time to time, the “Loan Agreement”). This Note is the “Delayed Draw Term Note” as such term is defined in the Loan Agreement and is subject to the terms and provisions of the Loan Agreement. All rules of construction set forth in the Loan Agreement shall apply to this Note.

2. DEFINED TERMS. As used in this Note, the following terms shall have the meanings indicated below:

“Applicable Rate” means, for any day, Term SOFR (or, if applicable, the Benchmark Replacement) plus one percent (1.00%). Any change in Term SOFR or the Benchmark Replacement shall be effective from and including the effective date of such change in Term SOFR or the Benchmark Replacement.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Note or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3(d) hereof.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3(a).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Bank giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Bank giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions’ (“IOSCO”) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component) that states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with IOSCO’s Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions in such state are authorized or required by Law to close.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of an “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Bank decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Bank in a manner substantially consistent with market practice (or, if Bank decides that adoption of any portion of such market practice is not administratively feasible or if Bank determines that no market practice for the administration of any such rate exists, in such other manner of administration as Bank decides is reasonably necessary in connection with the administration of this Note and the other Loan Documents).

“Dollar” and “$” means the lawful money of the United States of America.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Interest Period” means, the period commencing on the date of the applicable advance made to Borrower and ending on the first (1st) day in the succeeding calendar month, and each one month period ending on the numerically corresponding day of each calendar month thereafter (in each case, subject to the availability thereof); provided that (i) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (ii) no Interest Period shall extend beyond the Maturity Date.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Bank in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

3. INTEREST RATE. The principal balance of this Note will bear interest at the Applicable Rate. The Applicable Rate is not necessarily the lowest rate, or the basis for the lowest rate, charged by Bank on its loans. In no event shall the Applicable Rate exceed the maximum rate allowed by applicable law. Interest shall be calculated on the basis of a 360-day year using the actual number of days for which the calculation is being made. If Borrower makes payments of interest, fees or other charges, however denominated, which payments result in an effective Applicable Rate exceeding the maximum rate of interest allowed under applicable law, then any such excess is hereby waived by Bank and shall be applied in reduction of the principal balance hereof or, if such excess is greater than the unpaid principal amount hereof, the difference shall be paid by Bank to Borrower. In connection with the use or administration of Term SOFR, Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower or any other party to any other Loan Document. Bank will promptly notify Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

4. DEFAULT RATE. Following the occurrence and during the continuance of an Event of Default or after the maturity of this Note, whether by acceleration or otherwise, interest will be due and payable on the unpaid principal balance at an annual rate equal to three percent (3%) above the Applicable Rate otherwise in effect from time to time (the “Default Rate”).

5. REPAYMENT TERMS. Consecutive monthly payments of accrued interest on the outstanding principal balance of this Note shall be due and payable in arrears on the first (1st) day of each month, commencing the first (1st) day of the month immediately following the date on which the first advance under this Note is made, and continuing on the same day of each month; provided, however, that if any scheduled payment date is not a Business Day, then any payment scheduled to be made on such day shall instead be made on the next succeeding Business Day. The entire outstanding principal balance, together with all accrued but unpaid interest thereon, if any, and all other charges hereunder shall be due and payable on August 20, 2029 (the “Maturity Date”).

6. PREPAYMENT PENALTY. Subject to the terms and provisions of this Section 6, Borrower may prepay the Loan, in whole or in part, at any time and from time to time, without premium or penalty of any kind. A partial prepayment shall not postpone the due date of any subsequent scheduled payment. Upon any payment or prepayment of the Loan (regardless of whether such prepayment is made as a result of acceleration, voluntary prepayment or otherwise, and regardless of the source of funds), Borrower shall pay to Bank an amount equal to any fees or costs provided in the applicable Swap Agreement. In amplification of the foregoing, any prepayment of the Loan prior to the Maturity Date may require termination of all or a portion of any related Swap Transaction. The termination of any such Swap Transaction may result in a payment due from or to Borrower and shall be subject to the applicable termination fees as provided for under such Swap Agreement.

7. APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations due under this Note shall be applied first to unpaid late charges or other fees or charges due under the Loan Documents, then to accrued but unpaid interest, and the balance to the reduction of principal hereunder and payment of Swap Obligations, in each case as deemed appropriate by Bank in its sole discretion. Upon the occurrence and during the continuance of an Event of Default, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank. If any payment received by Bank under this Note or the other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

8. BENCHMARK REPLACEMENT.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, this Note shall be deemed amended to replace the then-current Benchmark with the Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after Bank notifies Borrower of such Benchmark Replacement; provided, however, that no replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 8(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Bank will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Note or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. Bank will promptly notify Borrower of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Bank will promptly notify Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3(d). Any determination, decision or election that may be made by Bank pursuant to this Section 3, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Note or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Bank in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with IOSCO’s Principles for Financial Benchmarks, then Bank may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with IOSCO’s Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then Bank may modify the definition of “Applicable Rate” and/or “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

9. LATE CHARGE. At the option of Bank, Borrower agrees to pay a service charge of up to five percent (5.0%) of any installment, including any required tax and insurance accruals, not paid within seven (7) days following the due date thereof, which service charge is to cover the extra expense involved in handling late payments.

10. DEFAULT AND ACCELERATION. If (a) subject to the applicable notice and cure period set forth in the Loan Agreement, any monthly installment under this Note is not paid when due, or (b) subject to any applicable grace, notice and/or cure period set forth in the Loan Agreement, the undersigned or any other Obligor fails to timely observe or perform any covenant, condition or undertaking contained herein or in the Loan Agreement or any other Loan Document (specifically including, without limitation, any Swap Agreement or any document or instrument evidencing any Swap Obligation), or there shall exist any default or event of default (however denominated) under any of the Loan Documents (an “Event of Default”); then after the occurrence of an Event of Default and following the expiration of any applicable grace, notice or cure period set forth in the Loan Agreement, (i) to the extent applicable, Bank shall have no further obligation to initiate additional advances under the Loan, and (ii) without additional notice or demand, at the option of Bank, the entire outstanding principal balance of this Note, together with all accrued, unpaid interest thereon and all other charges due hereunder or under any other Loan Document shall at once become due and payable in full, and Bank shall have the right to exercise all rights and remedies available to it under the Loan Documents and/or applicable law. Failure to exercise any such option or right shall not constitute a waiver of the right to exercise any such option or right in the event of any subsequent Event of Default. In addition, Bank shall have the right, immediately and without notice or further action by it, to set-off against this Note all obligations for money or money’s worth owed by Bank in any capacity to Borrower, whether or not due.

11. WAIVERS; COVENANTS AND CONDITIONS. Borrower hereby waives presentment, demand, protest and notice of dishonor; waives the benefit of all homestead and similar exemptions as to this Note; waives any right which it may have to require Bank to proceed against Borrower, any other Obligor or any property securing this Note, and agrees that its liability hereunder shall not be affected or impaired by the release or discharge of any Obligor from liability hereunder, the release or discharge of any collateral securing this Note or by any failure, neglect or omission of Bank to exercise any remedies of set-off or otherwise that it may have or by any determination that any security interest or lien taken by Bank to secure this Note is invalid or unperfected; agrees to pay all reasonable costs and expenses incurred by Bank in connection with the enforcement of this Note, and the collection of the indebtedness evidenced hereby, and the collection of any judgment rendered hereon, and/or the preservation or disposition of any property or collateral securing the payment hereof, and/or the defense of any claim arising out of, or in any way related to, this Note or any deed of trust or security agreement or other instrument securing this Note or related to the making of the Loan evidenced hereby, including, without limitation, reasonable attorney’s fees if this Note is placed in the hands of an attorney for collection, or if Bank finds it necessary to secure the services or advice of an attorney with regard to collection hereof or the preservation or disposition of any property or collateral securing this Note. This Note may be renewed, extended, modified, refinanced or otherwise amended (specifically including, but not limited to, an increase of the principal amount due hereunder and the Applicable Rate) by agreement between Bank and Borrower without notice to any Obligor or any other party. No such renewal, extension, modification, refinance or amendment or otherwise shall be deemed or construed as a release by Bank of any Obligor or any other party from its obligations, regardless of whether such party had any notice thereof.

12. NOTICES. All notices, requests, demands and other communications with respect hereto shall be given in accordance with the provisions of the Loan Agreement.

13. SAVINGS CLAUSE. Nothing contained herein shall be construed or shall operate either presently or prospectively (a) to require Borrower to make any payment or to take any action contrary to applicable law or (b) to permit Bank to take any action contrary to applicable law. Should any one or more of the terms, provisions, covenants or conditions of this Note or any other Loan Document be held to be void, invalid, illegal or unenforceable in any respect, the same shall, at the option of Bank, not affect any other term, provision, covenant or condition of this Note or such Loan Document, but the remainder hereof or thereof, as applicable, shall be effective as though such term, provision, covenant or condition had never been contained herein or therein, as applicable.

14. SUBSTITUTED SERVICE OF PROCESS. It is understood and agreed that Borrower thereby subjects itself to the in personam jurisdiction of any duly constituted Court of the Commonwealth of Virginia (upon compliance with procedural laws and rules of the Commonwealth of Virginia) wherein any action may be brought by the holder of this Note for the enforcement thereof.

15. BUSINESS PURPOSES. Borrower hereby represents to Bank that the Loan is for business purposes and no part of the proceeds of this Note will be used for personal, family or household purposes.

16. PATRIOT ACT NOTICE. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For purposes of this section, account shall be understood to include loan accounts.

17. TIME OF THE ESSENCE. Time is of the essence as to each and every provision of this Note and the Loan Documents.

18. MISCELLANEOUS PROVISIONS. The term “Bank” used herein shall include any future holder of this Note. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, legal and personal representatives, successors and assigns. The undersigned covenant and agree that if an Event of Default occurs under this Note, the Event of Default shall constitute a default in any and all other notes wherein Borrower is the obligor and Bank is the obligee.

19. WAIVER OF RIGHT TO JURY TRIAL. BORROWER HEREBY WAIVES TRIAL BY JURY IN REGARD TO ANY CAUSES OF ACTION, CLAIMS, OBLIGATIONS, DAMAGES OR ANY COMPLAINTS WHICH BORROWER MAY HAVE RISING OUT OF THIS NOTE, OR ANY OF THE LOAN DOCUMENTS, OR IN ANY ACTION OR PROCEEDING WHICH THE HOLDER HEREOF MAY BRING TO ENFORCE ANY PROVISION OF THE LOAN DOCUMENTS. BY EXECUTION OF THIS NOTE BORROWER HEREBY REPRESENTS THAT BORROWER IS REPRESENTED BY COMPETENT COUNSEL WHO HAS FULLY AND COMPLETELY ADVISED BORROWER OF THE MEANING AND RAMIFICATIONS OF THE WAIVER OF THE RIGHT TO A TRIAL BY JURY.

20. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.

[SIGNATURE PAGE FOLLOWS]

PROMISSORY NOTE

(Delayed Draw Term Loan)

[SIGNATURE PAGE]

WITNESS the following signature and seal as of the date first written above.

BORROWER:

ROANOKE GAS COMPANY, a Virginia corporation

By:

/s/ Paul W. Nester

(SEAL)

Paul W. Nester,

President and CEO

and

By:

/s/ Timothy J. Mulvaney

(SEAL)

Timothy J. Mulvaney,

Vice President, Treasurer and CFO

EX-10.2 — EXHIBIT 10.2 FOURTH AMENDMENT TO LOAN AGREEMENT

EX-10.2

Filename: ex_971935.htm · Sequence: 3

ex_971935.htm

Exhibit 10.2

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made as of June 2, 2026, 2026, by and among ROANOKE GAS COMPANY, a Virginia corporation (the “Borrower”), RGC RESOURCES, INC., a Virginia corporation (the “Guarantor”), and PINNACLE BANK, a Tennessee bank (the “Lender”).

RECITALS

A. Lender and Borrower entered into that certain Amended and Restated Loan Agreement dated as of March 24, 2023, as modified and amended by that certain Amendment to Promissory Note and Loan Agreement dated as of March 31, 2024, as further amended by that certain Second Amendment to Loan Agreement dated as of March 31, 2025, as further amended by that certain First Amendment to Amended and Restated Promissory Note and Third Amendment to Loan Agreement dated as of March 17, 2026 (as further modified or amended from time to time, collectively, the “Loan Agreement”), setting forth the terms and conditions of the Loan. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

B. Under the terms of the Loan Agreement, Lender agreed to make multiple extensions of credit (collectively, the “Loans”), including a Revolving Loan evidenced by that certain Amended and Restated Promissory Note (Revolving Loan) dated as of March 31, 2025 made by Borrower payable to the order of Lender in the original principal amount of up to Thirty Million and No/100 Dollars ($30,000,000.00), as amended by that certain First Amendment to Amended and Restated Promissory Note and Third Amendment to Loan Agreement dated as of March 17, 2026 (as further modified, amended, renewed, restated or replaced from time to time, the “Revolving Note”).

C. Contemporaneously herewith, by mutual agreement of Borrower, Lender and Guarantor, an additional, delayed-draw term loan is being extended from Lender to Borrower in the maximum principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (the “Delayed Draw Term Loan”), as evidenced by that certain Promissory Note (Delayed Draw Term Loan) of even date herewith made by Borrower payable to the order of Lender in the principal amount of the Delayed Draw Term Loan (as modified, amended, renewed, restated or replaced from time to time, the “Delayed Draw Term Note”).

D. To guaranty the Borrower’s payment and performance obligations under the Notes (specifically including, without limitation, the Revolving Note and the Delayed Draw Term Note) and Loan Agreement, Guarantor executed that certain Amended and Restated Guaranty Agreement dated as of March 24, 2023 (as modified or amended from time to time, the “Guaranty Agreement”, taken together collectively with the Notes, Loan Agreement and any and all other Loan Documents executed by Borrower and/or Guarantor in connection with the Loans, as modified or amended from time to time, the “Loan Documents”).

E. Lender, Borrower and Guarantor mutually desire to modify and amend the provisions of the Loan Agreement in the manner hereinafter set out, it being specifically understood that, except as herein modified and amended, the terms and provisions of the Loan Agreement shall remain unchanged and continue in full force and effect as therein written.

AGREEMENT

NOW, THEREFORE, effective as of the date first written above, Lender, Borrower and Guarantor, in consideration of Lender’s continued extension of credit and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the foregoing, hereby agree that the Loan Agreement shall be, and the same hereby are, modified and amended as follows:

A. Conditions Precedent to Effectiveness of Modification. This Amendment shall not be effective unless each of the following conditions shall have been satisfied in Lender’s sole discretion or waived by Lender, for whose sole benefit such conditions exist: (a) Borrower shall have executed and delivered this Amendment to Lender; (b) Borrower shall have executed and delivered the Delayed Draw Term Note to Lender, in the form attached hereto as Exhibit A; (c) Lender shall have executed this Amendment; (c) Borrower shall have paid to Lender all fees due and payable in connection with this Amendment, including, without limitation, all administrative expenses, legal fees (including attorneys’ fees), and/or out-of-pocket expenses; and (d) Borrower shall have paid to Lender an origination fee for the Delayed Draw Term Loan equal to Fifteen Thousand and No/100 Dollars ($15,000.00) (i.e., 0.10% of the committed amount of the Delayed Draw Term Loan).

B. Modifications. Upon satisfaction of the foregoing conditions precedent, the Loan Agreement shall be, without further act or deed, modified and amended as follows:

1. The Loan Agreement is hereby modified by adding the following definitions to Section 1.01 thereof:

“Delayed Draw Term Loan” means the non-revolving, multi-advance term loan to Borrower in the maximum principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00), evidenced by the Delayed Draw Term Note, on terms and conditions more particularly set forth herein and therein.

“Delayed Draw Term Note” means that certain Promissory Note made by Borrower payable to the order of Bank in the original principal amount of the Delayed Draw Term Loan, evidencing the indebtedness of the Delayed Draw Term Loan, as modified, amended, renewed, restated or replaced from time to time.

2. The Loan Agreement is hereby modified by deleting the definitions “Loan” or “Loans”, “Maturity Date” and “Note” or “Notes” where they appear in Section 1.01 thereof and replacing such definitions with the following text:

“Loan” or “Loans” means, collectively, whether one or more in number, in any combination, the Term Loan, the Revolving Loan and the Delayed Draw Term Loan.

“Maturity Date” means, with respect to each Loan, the maturity date set forth in such Loan’s respective Note.

“Note” or “Notes” means, collectively, whether one or more in number, in any combination, the Term Note, the Revolving Note and the Delayed Draw Term Note.

3. The following text is hereby added to the Loan Agreement as a new Section 2.01A thereof:

2.01A The Delayed Draw Term Loan; Advances Thereunder. Bank agrees to lend to Borrower and Borrower has the right to borrow from Bank a non-revolving, multi-advance term loan in an amount equal to but not in excess of the amount of the Delayed Draw Term Loan, which amount shall be evidenced by the Delayed Draw Term Note, subject to the terms and conditions of this Agreement. Sums advanced under the Delayed Draw Term Loan may not be reborrowed following repayment. So long as no Event of Default shall have occurred which shall not have been cured within any applicable grace, notice or cure period set forth in this Agreement, Bank shall make advances of principal under the Delayed Draw Term Loan in amounts requested by Borrower; provided, however, that (a) advances shall not be made more frequently than monthly unless otherwise agreed by Bank, (b) no single advance shall be less than Five Million and No/100 Dollars ($5,000,000.00), and (c) no advances of principal shall be available to Borrower on or after September 20, 2026. The Delayed Draw Term Loan shall be repaid in the manner described in Section 5 of the Delayed Draw Term Note.

C. Representations and Warranties. Borrower hereby represents and warrants that no Event of Default (as defined in the Loan Documents) has occurred and is continuing or would exist with notice or the lapse of time or both, under any of the Loan Documents, and that all representations and warranties herein and in the other Loan Documents are true and correct in all material respects.

D. Integration. The undersigned parties mutually agree that this Amendment shall become a part of the Loan Agreement by reference and that nothing herein contained shall impair the security now held for said indebtedness, nor shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Loan Agreement, except as herein amended, nor affect or impair any rights, powers or remedies under the Loan Agreement, each as hereby amended. Furthermore, Lender does hereby reserve all rights and remedies it may have against all parties who may be or may hereafter become primarily or secondarily liable for the repayment of the indebtedness evidenced by the Notes, in addition to any other rights and remedies Lender may have under the Loan Agreement or any of the other Loan Documents.

E. Ratification. Borrower promises and agrees to pay and perform all of the requirements, conditions and obligations under the terms of the Notes, Loan Agreement and other Loan Documents, each as may have been hereby modified and amended, said documents being hereby ratified and affirmed. Borrower expressly agrees that the Notes, Loan Agreement and other Loan Documents are in full force and effect and that Borrower has no right to setoff, counterclaim or defense to the payment thereof. Any reference contained in the Loan Documents to the Loan Agreement shall hereinafter be deemed to be a reference to such document as amended hereby.

F. Guarantor Joinder. Guarantor joins in the execution of this Amendment as evidence of its knowledge of the provisions hereof and its consent to the modifications herein made. Guarantor does hereby confirm, ratify and reaffirm the obligations contained in its Guaranty Agreement, including with respect to the amendments contemplated hereby. In amplification of the foregoing, Guarantor hereby acknowledges and agrees that the term “Obligations” set forth in its Guaranty Agreement shall expressly include, without limitation, the Delayed Draw Term Loan. Guarantor does further confirm that it has no right of set-off, counterclaim or defense to the obligations contained in the Guaranty Agreement. Any and all references in each Guaranty Agreement to any Loan Document shall hereinafter be deemed to be a reference to such document as amended hereby.

G. Fees and Expenses. This Amendment shall be closed without cost to Lender and all expenses incurred in connection with this closing (including, without limitation, all attorneys’ fees) are to be paid by Borrower. Lender is not providing legal advice or services to Borrower.

H. Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.

I. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of any assignee or the respective heirs, executors, administrators, successors and assigns of the parties hereto.

J. Allonge. This Amendment shall be attached to the Note as an allonge and shall become a part thereof as fully as if set forth therein.

K. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute any of such counterparts.

[SIGNATURE PAGES FOLLOW]

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this Amendment has been executed under seal by the parties hereto and delivered on the date and year first above written.

BORROWER:

ROANOKE GAS COMPANY, a Virginia corporation

By:

/s/ Paul W. Nester

(SEAL)

Paul W. Nester,

President and CEO

and

By:

/s/ Timothy J. Mulvaney

(SEAL)

Timothy J. Mulvaney,

Vice President, Treasurer and CFO

GUARANTOR:

RGC RESOURCES, INC., a Virginia corporation

By:

/s/ Paul W. Nester

(SEAL)

Paul W. Nester,

President and CEO

and

By:

/s/ Timothy J. Mulvaney

(SEAL)

Timothy J. Mulvaney,

Vice President, Treasurer and CFO

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

[SIGNATURE PAGE]

IN WITNESS WHEREOF, this Amendment has been executed under seal by the parties hereto and delivered on the date and year first above written.

LENDER:

PINNACLE BANK, a Tennessee bank

By:

/s/ James Huffman

(SEAL)

Name:

James Huffman

Title:

Senior Vice President

EX-10.3 — EXHIBIT 10.3 SWAP CONFIRMATION

EX-10.3

Filename: ex_971936.htm · Sequence: 4

HTML Editor

Exhibit 10.3

Page 1 of 3

SWAP TRANSACTION CONFIRMATION

To:

Roanoke Gas Company ("Counterparty")

Attention:

Tim Mulvaney

Phone:

Email:

tim_mulvaney@rgcresources.com

From:

Pinnacle Bank ("Pinnacle")

Attention:

Jim Dorwaldt

Phone:

205-868-6474

Email:

JimDorwaldt@Synovus.com

Reference:

DPI820492

Unique Transaction Identifier (UTI):

549300CDOC4F7XSRG390820492

Unique Product Identifier (UPI):

QZF25J67LDS9

Date:

June 02, 2026

Dear Sir / Madam,

The purpose of this letter (this "Confirmation") is to confirm the terms and conditions of the transaction ("Transaction") entered into between Pinnacle Bank and Roanoke Gas Company.

This Confirmation incorporates, is subject to and governed by, the 2021 ISDA Interest Rate Derivatives Definitions (the "Swap Definitions"), the ISDA Non-ECP Guarantor Exclusionary Terms (the "Exclusionary Terms"), and the ISDA ECP Guarantor Keepwell Terms (the "Keepwell Terms"), in each case, as published by the International Swaps and Derivatives Associations, Inc. ("ISDA"). Any terms used and not otherwise defined in this Confirmation that are contained in the Swap Definitions shall have the respective meanings specified therein (without any regard to any amendments thereto after the date of this Confirmation). In the event of any inconsistency between the provisions of the Confirmation and the Swap Definitions, this Confirmation will prevail.

1. The terms of the particular Transaction to which the Confirmation relates are as follows:

Transaction Type:

Interest Rate Swap

Currency for Payments:

U.S. Dollars

Notional Amount:

15,000,000.00

Term:

Trade Date:

June 2, 2026

Effective Date:

August 20, 2026

Termination Date

August 20, 2029

Page 2 of 3

Fixed Amounts:

Fixed Rate Payer:

Counterparty

Period End Dates:

Monthly on the 1st of the month, commencing September 1st, 2026 through and including the Termination Date, subject to No Adjustment

Payment Dates:

Monthly on the 1st of the month, commencing September 1st, 2026 thorough and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention

Business Day Convention:

Following

Business Day:

New York

Fixed Rate:

5.13000%

Fixed Rate Day Count Fraction:

ACT/360

Floating Amounts:

Floating Rate Payer:

Pinnacle

Period End Dates:

Monthly on the 1st of the month, commencing September 1st, 2026 through and including the Termination Date, subject to No Adjustment

Payment Dates:

Monthly on the 1st of the month, commencing September 1st, 2026 thorough and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention

Business Day Convention:

Following

Business Day:

New York

Floating Rate for initial Calculation Period:

TBD

Floating Rate Option:

USD-SOFR CME Term

Designated Maturity:

1 Month

Spread:

1.00000%

Floating Rate Day Count Fraction:

ACT/360

Floating Rate determined:

Two U.S. Government Securities Business Day(s) prior to each Reset Date

Reset Dates:

The first day of each Calculation Period

Method of Averaging:

Not Applicable

Compounding:

Not Applicable

2. The additional provisions of this Confirmation are as follows:

Calculation Agent:

Pinnacle

Payments to Pinnacle:

Standard Settlement Instructions

Payments to Counterparty:

Standard Settlement Instructions

Page 3 of 3

Eligibility:

Each party represents that it is an "eligible contract participant" within the meaning of the Commodity Exchange Act (7 U.S.C. § 1 et sec), as amended.

Documentation:

The Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Pinnacle and Counterparty dated as of September 24, 2021, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this confirmation and returning it to us.

Very truly yours,

Pinnacle Bank

By:

/s/ James Dorwaldt

James Dorwaldt

Derivatives Manager

Pinnacle Bank

Accepted and Confirmed as of date first written above:

Roanoke Gas Company, a Virginia corporation

By:

/s/ Timothy J. Mulvaney

Tim Mulvaney

Authorized Signer

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