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): May 6, 2025

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 May 6, 2025, RGC Resources, Inc. issued a press release announcing the results for the second quarter ending March 31, 2025.  A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The press release attached hereto as Exhibit 99.1 is also incorporated into this Item 8.01 by reference and therefore deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

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_779327.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

RGC RESOURCES, INC. REPORTS

SECOND QUARTER EARNINGS

ROANOKE, Va. **** (May 6, 2025)--RGC Resources, Inc. (Nasdaq:  RGCO) announced consolidated Company earnings of $7,676,208, or $0.74 per share, for the second quarter ended March 31, 2025, compared to $6,443,390, or $0.63 per share, for the second quarter ended March 31, 2024.  The primary drivers of the increased earnings were higher base rates that went into effect July 1, 2024 and increased volumes, offset by lower earnings from unconsolidated affiliate and higher interest expense.

Cooler winter weather and higher base rates drove higher margins and earnings. CEO Paul Nester stated, “We had a strong second quarter as utility margin increased 12%, enhanced by a colder January and by a large industrial customer who continued strong utilization compared to the same period a year ago.  The Company’s earnings from its investment in the MVP, with the pipeline in operation, were $801,175 in the second quarter ended March 31, 2025, down from $1,229,384 in the second quarter ended March 31, 2024.  The larger 2024 amount corresponded to the Company’s share of Allowance for Funds Used During Construction (AFUDC) during the construction phase.”

Through the first six months of fiscal 2025, the Company’s net income of $12,945,897, or $1.26 per share, was up 12.9% from $11,463,382, or $1.14 per share, with similar reasons as the quarter – higher utility margin offset by lower earnings from the Company’s investment in MVP and higher interest expense.  In early April, the State Corporation Commission issued a final order and made permanent the negotiated rates from the Company’s 2024 rate case filing.

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries Roanoke Gas Company and RGC Midstream, LLC.

Utility margin is a non-GAAP measure defined as utility revenues less cost of gas.  Management considers this non-GAAP measure to provide useful information to both management and investors for purpose of such comparability and in evaluating operating performance, but it should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for, or superior to, GAAP results.

The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from any expectations expressed in the Company’s forward-looking statements, regarding inflation, interest rates, customer growth, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, domestic and geopolitical considerations, along with risks included under Item 1-A in the Company’s fiscal 2024 Form 10-K.  Forward-looking statements reflect the Company’s current expectations only as of the date they are made. The Company assumes no duty to update these statements should expectations change or actual results differ from current expectations except as required by applicable laws and regulations.

Past performance is not necessarily a predictor of future results.

Summary financial statements for the second quarter and fiscal year to date are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Condensed Consolidated Balance Sheets

(Unaudited)