8-K
RGC RESOURCES INC (RGCO)
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): February 5, 2026
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
| Virginia | 000-26591 | 54-1909697 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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<br><br> <br>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 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
|---|
On February 5, 2026, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
| ITEM 8.01. | OTHER EVENTS |
|---|
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.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
|---|---|
| 99.1 | First Quarter Earnings Press Release dated February 5, 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: February 5, 2026 | By: | /s/ Timothy J. Mulvaney |
| Timothy J. Mulvaney | ||
| Vice President, Treasurer and Chief Financial Officer |
ex_891885.htm
Exhibit 99.1
NEWS RELEASE
RGC RESOURCES, INC.
| Release Date: | February 5, 2026 |
|---|---|
| Contact: | Timothy J. Mulvaney |
| Vice President, Treasurer and CFO | |
| Telephone: | (540) 777-3997 |
RGC RESOURCES, INC.
REPORTS FIRST QUARTER 2026 EARNINGS
ROANOKE, Va. **** (February 5, 2026)--RGC Resources, Inc. (Nasdaq: RGCO) announced consolidated Company earnings of $4.9 million, or $0.47 per share, for the first quarter ended December 31, 2025, compared to $5.3 million, or $0.51 per share, for the first quarter ended December 31, 2024. The decrease reflected flat margins and higher costs for personnel, IT, property taxes and depreciation, which were partially offset by lower interest expense. The Company filed a rate case in early December seeking $4.3 million in additional annualized revenue primarily to address these and other higher costs. Interim rates went into effect January 1, 2026, subject to refund based on review by the State Corporation Commission.
Roanoke Gas remains focused on customer growth and enhanced system reliability and continues to make investments in its utility infrastructure. CEO Paul Nester stated, “Our distribution system performed superbly this quarter. Temperatures fluctuated significantly, averaging to colder than a year ago. However, we did not have the sustained cold period that we experienced last year as reflected in margin. Our steady customer growth has continued with new housing as well as a higher-than-normal number of reconnections this quarter.”
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.
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 customer growth, infrastructure investment and margins. These risks and uncertainties include inflation, gas prices and supply, geopolitical considerations, expectations regarding the rate making, MVP operation and Southgate and Boost construction, along with risks included under Item 1-A in the Company’s fiscal 2025 Form10-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 first quarter are as follows:
RGC Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Operating revenues | $ | 30,260,468 | $ | 27,289,486 |
| Operating expenses | 23,710,131 | 19,961,465 | ||
| Operating income | 6,550,337 | 7,328,021 | ||
| Equity in earnings of unconsolidated affiliates | 827,070 | 854,213 | ||
| Other income, net | 504,989 | 473,336 | ||
| Interest expense | 1,671,150 | 1,779,930 | ||
| Income before income taxes | 6,211,246 | 6,875,640 | ||
| Income tax expense | 1,328,381 | 1,605,951 | ||
| Net income | $ | 4,882,865 | $ | 5,269,689 |
| Net earnings per share of common stock: | ||||
| Basic | $ | 0.48 | $ | 0.51 |
| Diluted | $ | 0.47 | $ | 0.51 |
| Cash dividends per common share | $ | 0.2175 | $ | 0.2075 |
| Weighted average number of common shares outstanding: | ||||
| Basic | 10,219,791 | 10,259,717 | ||
| Diluted | 10,353,866 | 10,263,997 |
Condensed Consolidated Balance Sheets
(Unaudited)
| December 31, | ||||
|---|---|---|---|---|
| Assets | 2025 | 2024 | ||
| Current assets | $ | 32,188,904 | $ | 35,920,737 |
| Utility property, net | 277,034,983 | 265,540,721 | ||
| Other non-current assets | 31,819,846 | 33,711,014 | ||
| Total Assets | $ | 341,043,733 | $ | 335,172,472 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities | $ | 40,099,501 | $ | 64,324,575 |
| Long-term debt, net | 137,997,452 | 111,336,132 | ||
| Deferred credits and other non-current liabilities | 46,515,305 | 47,750,676 | ||
| Total Liabilities | 224,612,258 | 223,411,383 | ||
| Stockholders’ Equity | 116,431,475 | 111,761,089 | ||
| Total Liabilities and Stockholders’ Equity | $ | 341,043,733 | $ | 335,172,472 |