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): April 3, 2023

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

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:

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

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.

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.

On April 3, 2023, Roanoke Gas Company (“Roanoke”), the utility subsidiary of RGC Resources, Inc. (“Resources”), amended and restated the $10,000,000 interest rate swap (the “Amendment”) initially entered on September 24, 2021 with Pinnacle Bank (“Pinnacle”). The Amendment revised the interest rate swap’s floating rate from LIBOR plus 100 basis points to Term SOFR plus 100 basis points, effective April 1, 2023, to align with the variable interest rate on the $10,000,000 Promissory Note with Pinnacle dated September 24, 2021 and subsequently amended and restated on March 24, 2023, as previously included in the Form 8-K filed on March 28, 2023. All other terms and requirements of the original interest rate swap, including the fixed rate of 2.49%, were retained.

The information required by this Item 2.03 is set forth in Item 1.01 above in respect of the interest rate swap, which is incorporated herein by reference.

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.

ex_496557.htm

Exhibit 10.1

PINNACLE BANK

AMENDED CONFIRMATION

This Confirmation amends, supersedes and replaces the Confirmation between us with an initial Trade Date of 24th September, 2021 in the initial Notional Amount of $5,000,000.00.

The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Pinnacle Bank and Roanoke Gas Company (the "Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Master Agreement specified below.

1.    The definitions and provisions contained in the 2021 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation.

This Confirmation supplements, forms a part of, and is subject to, a certain ISDA Master Agreement (the "Master Agreement") which has been, or will be executed between Counterparty and Pinnacle Bank. All provisions contained or incorporated by reference in such Master Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Master Agreement, this Confirmation will govern.

This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision on the Master Agreement.

2.    This Confirmation constitutes a Transaction under the Master Agreement and the terms of the Transaction to which this Confirmation relates are as follows:

Please confirm the foregoing correctly sets forth the terms of our Agreement by executing the copy of this Confirmation and returning it to us.

Schedule A