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): February 10, 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 February 10, 2025, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2024.  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_754493.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

RGC RESOURCES, INC. REPORTS

FIRST QUARTER EARNINGS

ROANOKE, Va. **** (February 10, 2025)--RGC Resources, Inc. (Nasdaq:  RGCO) announced consolidated Company earnings of $5,269,689, or $0.51 per share, for the first quarter ended December 31, 2024, compared to $5,019,992, or $0.50 per share, for the fiscal quarter ended December 31, 2023.  Higher utility margin reflected the new base rates that went into effect July 1, 2024 and was offset by lower equity earnings from unconsolidated affiliate and higher interest expense.

Roanoke Gas continued investing in utility infrastructure to enhance system reliability and deliver gas to new customers, driving both higher margins and earnings. CEO Paul Nester stated, “Colder weather in December and strong usage by our largest transportation customer also contributed to a higher quarterly performance.  The Company’s equity earnings from its investment in the MVP were $854,213 in the first quarter ended December 31, 2024, as the pipeline is in operation, compared to $1,467,835 in the first quarter ended December 31, 2023, which corresponded to the Company’s share of Allowance for Funds Used During Construction (AFUDC) during the construction phase.”

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, customer growth, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, geopolitical considerations, MVP operation, 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 first quarter are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Condensed Consolidated Balance Sheets

(Unaudited)