rgco20260212

rgco20260212_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): May 6, 2026

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 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 6, 2026, RGC Resources, Inc. issued a press release announcing the results for the second quarter ending March 31, 2026. 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	Second Quarter Earnings Press Release dated May 6, 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: May 6, 2026	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	May 6, 2026
Contact:	Timothy J. Mulvaney
	Vice President, Treasurer and CFO
Telephone:	(540) 777-3997

RGC RESOURCES, INC. REPORTS

SECOND QUARTER EARNINGS

ROANOKE, Va. (May 6, 2026)--RGC Resources, Inc. (Nasdaq: RGCO) announced consolidated Company earnings of $8.7 million, or $0.84 per diluted share, for the second quarter ended March 31, 2026, compared to $7.7 million, or $0.74 per diluted share, for the second quarter ended March 31, 2025. The increase was the result of higher operating margins which included the positive effect of the Company’s interim base rates under the pending rate case partially offset by increased operating expenses and depreciation. Additionally, higher earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”) and lower interest expense contributed to the performance.

CEO Paul Nester stated, “We had a strong quarter in which our system performed superbly, particularly during the prolonged cold from Winter Storm Fern. The MVP pipeline delivered as promised across the eastern half of the country including to the benefit of our customers in the Roanoke Valley. Interim rates that became effective at the beginning of January were timely as challenges from inflationary pressures will continue to affect the remainder of the year.”

As noted above and announced last quarter, the Company has an expedited rate case which is currently being reviewed by the State Corporation Commission. Rates went into effect January 1, 2026 and are subject to refund.

Through the first six months of fiscal 2026, the Company’s net income of $13.6 million, or $1.31 per diluted share, was up 5.3% from $12.9 million, or $1.26 per diluted share, in the first six months of the prior year due to stronger operating margins in the second quarter and lower interest expense over the first half of the fiscal year.

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 inflation, customer growth, ratemaking, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, geopolitical considerations, expectations regarding the MVP and the Company’s rate application along with risks included under Item 1-A in the Company’s fiscal 2025 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)

	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025

Operating revenues	$	45,457,009	$	36,462,097	$	75,717,477	$	63,751,583
Operating expenses		34,173,059		26,062,155		57,883,190		46,023,620
Operating income		11,283,950		10,399,942		17,834,287		17,727,963
Equity in earnings of unconsolidated affiliates		903,991		801,175		1,731,061		1,655,388
Other income, net		692,421		463,633		1,197,410		936,969
Interest expense		1,585,838		1,630,275		3,256,988		3,410,205
Income before income taxes		11,294,524		10,034,475		17,505,770		16,910,115
Income tax expense		2,550,034		2,358,267		3,878,415		3,964,218

Net income	$	8,744,490	$	7,676,208	$	13,627,355	$	12,945,897

Net earnings per share of common stock:
Basic	$	0.85	$	0.74	$	1.34	$	1.26
Diluted	$	0.84	$	0.74	$	1.31	$	1.26

Cash dividends per common share	$	0.2175	$	0.2075	$	0.4350	$	0.4150

Weighted average number of common shares outstanding:
Basic		10,232,835		10,304,222		10,177,581		10,281,725
Diluted		10,404,657		10,308,368		10,378,996		10,285,939

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,
Assets	2026		2025
Current assets	$	25,712,684	$	25,777,943
Utility property, net		278,879,716		267,560,507
Other non-current assets		32,512,418		33,082,837

Total Assets	$	337,104,818	$	326,421,287

Liabilities and Stockholders’ Equity
Current liabilities	$	37,334,730	$	45,489,019
Long-term debt, net		128,925,540		115,226,622
Deferred credits and other non-current liabilities		46,760,043		47,872,423
Total Liabilities		213,020,313		208,588,064
Stockholders’ Equity		124,084,505		117,833,223

Total Liabilities and Stockholders’ Equity	$	337,104,818	$	326,421,287