8-K

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): March 31, 2024

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 March 31, 2024, Roanoke Gas Company, the utility subsidiary of RGC Resources, Inc. (“Resources”), entered into an Amendment to the Promissory Note and Loan Agreement ("Amendment") with Pinnacle Bank ("Pinnacle").  The Promissory Note was originally entered into with Pinnacle on March 24, 2023 in the principal amount of $25,000,000 (the “Revolving Note”) with a maturity date of March 31,2024.  The Loan Agreement was originally dated September 24, 2021 with Pinnacle, and further amended and restated on March 24, 2023 in connection with the Revolving Note.  The Amendment extends the maturity date of the Revolving Note from March 31, 2024 to March 31, 2025.  Additionally, the Amendment modifies the Loan Agreement with borrowing limits on the Revolving Note that range from $15,000,000 to a maximum of $25,000,000 during it's term.  All other terms and requirements of the original Promissory Note and Loan Agreement, as 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	Amendment to Promissory Note and Loan Agreement by Roanoke Gas Company with Pinnacle Bank, dated March 31, 2024.
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: April 3, 2024	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer)

EX-10.1

Exhibit 10.1

AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT

THIS AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT (this “Amendment”) is made as of March 31, 2024, 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 or amended from time to time, 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 Promissory Note (Revolving Loan) dated as of March 24, 2023 made by Borrower payable to the order of Lender in the original principal amount of up to Twenty-Five Million and No/100 Dollars ($25,000,000.00) (as modified, amended, renewed, restated or replaced from time to time, the “Revolving Note”).

C.         To guaranty the Borrower’s payment and performance obligations under the Notes (including the Revolving 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”).

D.         Lender, Borrower and Guarantor mutually desire to modify and amend the provisions of the Revolving Note and 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 Revolving Note and 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 Revolving Note and 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) Lender shall have executed this Amendment; and (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.

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

1.         The maturity date of the Revolving Note is hereby extended by deleting the text “March 31, 2024” where it appears in Section 5 of the Revolving Note and replacing such text with “March 31, 2025”.

2.         The Loan Agreement is hereby modified by deleting the second sentence of Section 2.02 thereof and replacing such sentence with the following text:

Advances of principal under the Revolving Loan and Revolving Note and the maximum principal balance thereunder shall not exceed (a) $15,000,000.00 from April 1, 2024 until and including June 30, 2024, (b) $20,000,000.00 from July 1, 2024 until and including September 30, 2024, (c) $25,000,000.00 from October 1, 2024 until and including February 28, 2025, and (d) $15,000,000.00 from March 1, 2025 until the Maturity Date.

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 Revolving Note and 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 Revolving Note and/or Loan Agreement, except as herein amended, nor affect or impair any rights, powers or remedies under the Revolving Note and/or 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 Revolving Note, as hereby amended, 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 (including the Revolving Note), 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 Revolving Note and/or 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. 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.

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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]

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AMENDMENT TO PROMISSORY NOTE

AND 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, CFO and Treasurer

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, CFO and Treasurer

4

AMENDMENT TO PROMISSORY NOTE

AND 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/ Jonathan R. Richardson	(SEAL)
Name:	Jonathan R. Richardson
Title:	Senior Vice President

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XML

Document And Entity Information	Mar. 31, 2024
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Mar. 31, 2024
Entity, Incorporation, State or Country Code	VA
Entity, File Number	000-26591
Entity, Tax Identification Number	54-1909697
Entity, Address, Address Line One	519 Kimball Ave., N.E.
Entity, Address, City or Town	Roanoke
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	24016
City Area Code	540
Local Phone Number	777-4427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RGCO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069533