rgco20250917c

rgco20250917c_8k.htm

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): November 19, 2025

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 240.425)

☐	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 13c-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 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 19, 2025, RGC Resources, Inc. issued a press release announcing the results for the fourth quarter and year ending September 30, 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	Fourth Quarter Earnings Press Release dated November 19, 2025.
	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: November 19, 2025	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	November 19, 2025
Contact:	Timothy J. Mulvaney
	VP, Treasurer and CFO
Telephone:	540-777-3997

RGC RESOURCES, INC.

REPORTS 2025 EARNINGS

ROANOKE, Va. (November 19, 2025)--RGC Resources, Inc. (Nasdaq: RGCO) announced consolidated Company earnings of $13.3 million, or $1.29 per share, for the fiscal year ended September 30, 2025, compared to $11.8 million, or $1.16 per share, for the fiscal year ended September 30, 2024. The strong increase reflected record levels of gas deliveries aided by higher operating margins, partially offset by inflationary cost increases and lower equity earnings from the Company’s investment in the Mountain Valley Pipeline (MVP). MVP's equity earnings in the first three quarters of fiscal 2024 contained significant allowance for funds used during construction.

Roanoke Gas made further investments in its utility infrastructure to drive customer growth and enhance system reliability. CEO Paul Nester stated, “We delivered gas effectively and efficiently to all of our customers in what turned out to be one of the coldest winters in the last decade, resulting in the highest annual volume of gas we have ever delivered. Also, we are pleased to have successfully refinanced and extended the maturity of RGC Midstream’s debt in September.”

Net loss for the quarter ended September 30, 2025 was $204,000, or $0.02 per share, compared to net income of $141,000, or $0.01 per share, for the quarter ended September 30, 2024. The fourth quarter is seasonally weaker and had higher expense levels year over year, which resulted in a modest loss.

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 2024 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 fourth quarter and twelve months are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended September 30,					Twelve months ended September 30,
	2025			2024		2025		2024

Operating revenues	$	14,318,014		$	13,104,302	$	95,334,212	$	84,641,232
Operating expenses		14,795,036			12,861,881		76,886,711		67,559,472
Operating income (loss)		(477,022	)		242,421		18,447,501		17,081,760
Equity in earnings of unconsolidated affiliate		807,162			872,048		3,234,632		3,851,871
Other income, net		1,051,914			887,837		2,232,883		1,028,761
Interest expense		1,620,552			1,734,906		6,543,511		6,504,885
Income (loss) before income taxes		(238,498	)		267,400		17,371,505		15,457,507
Income tax expense (benefit)		(34,159	)		126,578		4,091,535		3,696,611

Net income (loss)	$	(204,339	)	$	140,822	$	13,279,970	$	11,760,896

Net earnings (loss) per share of common stock:
Basic	$	(0.02	)	$	0.01	$	1.29	$	1.16
Diluted	$	(0.02	)	$	0.01	$	1.29	$	1.16

Cash dividends per common share	$	0.2075		$	0.2000	$	0.8300	$	0.8000


Weighted average number of common shares outstanding:
Basic		10,333,432			10,223,785		10,304,109		10,152,909
Diluted		10,338,346			10,228,365		10,308,686		10,156,480

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,
Assets	2025		2024
Current assets	$	23,319,191	$	25,072,301
Utility property, net		274,913,583		262,041,454
Other non-current assets		31,606,792		33,585,468

Total Assets	$	329,839,566	$	320,699,223

Liabilities and Stockholders’ Equity
Current liabilities	$	22,539,724	$	28,698,430
Long-term debt, net		145,769,163		136,672,908
Deferred credits and other non-current liabilities		47,977,889		47,191,110
Total Liabilities		216,286,776		212,562,448
Stockholders’ Equity		113,552,790		108,136,775

Total Liabilities and Stockholders’ Equity	$	329,839,566	$	320,699,223