8-K - RGCO - Equibles

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): April 24, 2023

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 24, 2023, RGC Resources, Inc. ("Resources" or the "Company") entered into a Change in Control Agreement with each of Mr. Paul W. Nester, Mr. Jason A. Field, Mr. Lawrence T. Oliver, Mr. Carl J. Shockley, Jr. and Mrs. C. Brooke Miles ("covered Executives" or individually referred to as "Executive") that provides certain benefits to each in the event of a "Change in Control". These agreements are effective May 1, 2023 and replace comparable agreements that expire on April 30, 2023. For the purposes of each agreement, a "Change in Control" occurs when (i) any person, corporation, partnership or other entity becomes the beneficial owner, directly or indirectly, of securities representing 50 percent or more of the combined voting power of the Company's voting securities; (ii) any other corporation or entity becomes the beneficial owner, directly or indirectly, of at least 50 percent of the voting securities of the surviving entity following a merger, recapitalization, reorganization, consolidation or sale of assets by the Company; (iii) the consummation of the sale or disposition of substantially all of its assets; or (iv) the shareholders of the Company approve or the Board of Directors approves a plan of complete dissolution or liquidation of the Company except for a liquidation into a parent corporation. If a Change in Control occurs, the vesting periods of any equity awards or incentives held by covered Executives shall be accelerated without limitation.

In the event that any of the covered Executive's employment with the Company is terminated within 90 days prior to or within 24 months from a Change in Control, unless the termination is (a) because of the Executive's death or disability, (b) for Cause (as defined in the agreement) or (c) by the Executive other than for Good Reason (as defined in the agreement), then the Executive will receive a severance payment equal to 2.0 times his/her average annualized cash compensation based upon the annual rate of pay for the prior taxable year. This severance payment will be reduced to the extent necessary to avoid certain federal excise taxes. Also, in such event, the Company will continue the Executive's life insurance, medical, health and accident and disability plans, programs or arrangements until the earlier of 24 months after the date of the Change in Control, his/her death, or the termination of the Executive's full-time employment. The agreement does not require any of the covered Executives to seek employment to mitigate any payments or benefits provided thereunder. Mr. Nester is President and CEO of the Company. Mr. Field is Vice President, Treasurer and CFO of the Company. Mr. Oliver is Senior Vice President, Regulatory and External Affairs, and Secretary of the Company. Mr. Shockley is Vice President and COO of Resources' natural gas subsidiary, Roanoke Gas Company. Mrs. Miles is Vice President, Human Resources, Assistant Treasurer and Assistant Secretary of the Company.

ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Compensatory Arrangements of Certain Officers

The information required by this Item 5.02 is set forth in Item 1.01 above in respect of Mr. Nester's, Mr. Field's, Mr. Oliver's, Mr. Shockley's and Mrs. Miles' Change in Control Agreement, which are incorporated herein by reference.

ITEM 5.05	AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.

At its meeting on April 24, 2023, the Board of Directors of RGC Resources, Inc. approved minor technical and administrative revisions to the Company's Code of Ethics. The updated Code of Ethics is included as Exhibit 14.1 to this filing.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
---	---
10.1	Change in Control Agreement between RGC Resources, Inc. and Mr. Paul W. Nester effective May 1, 2023.
10.2	Change in Control Agreement between RGC Resources, Inc. and Mr. Jason A. Field effective May 1, 2023.
10.3	Change in Control Agreement between RGC Resources, Inc. and Mr. Lawrence T. Oliver effective May 1, 2023.
10.4	Change in Control Agreement between RGC Resources, Inc. and Mr. Carl J. Shockley, Jr. effective May 1, 2023.
10.5	Change in Control Agreement between RGC Resources, Inc. and Mrs. C. Brooke Miles effective May 1, 2023.
14.1	Code of Ethics
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: April 27, 2023	By:	/s/ Jason A. Field
		Jason A. Field
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

ex_507850.htm

Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2023 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Paul W. Nester ("Executive"),

W I T N E S S E T H -

WHEREAS the Corporation desires for the Executive to be able to perform his executive duties and functions on an impartial and objective basis in the event of activities preceding, associated with, or resulting from a change in control of the Corporation as hereinafter defined ("Change in Control");

NOW, THEREFORE, the parties agree as follows:

TERM. The Agreement is effective as of the date hereof and shall terminate, except to the extent that any obligation hereunder remains unpaid as of such time, upon the earliest of the following:

(i) the termination of the Executive's employment with the Corporation prior to or simultaneously with a Change in Control; or

(ii) three years from the date of a Change in Control; or

(iii) May 1, 2026, but only if no Change in Control has occurred as of such date.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if (i) any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), (ii) the consummation of a merger, recapitalization, reorganization or consolidation (or any combination thereof) of the Corporation with any other corporation or entity, other than a transaction that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the Voting Securities of the Corporation or such surviving entity or its parent outstanding immediately after such transaction,

{2298866-2, 103404-00000-01}

(iii) the consummation of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, or (iv) the shareholders of the Corporation approve or the Board of Directors of the Corporation (the “Board”) approves a plan of complete dissolution or liquidation of the Corporation, or a complete dissolution or liquidation of the Corporation otherwise occurs, except for a liquidation into a parent corporation. The first day upon which there exists a Change in Control shall be referred to herein as the "Operative Date." If a Change in Control occurs, the vesting periods of any equity awards or incentives held by the Executive shall be accelerated, including without limitation any Options as defined under the Amended and Restated Key Employee Stock Option Plan of RGC Resources, Inc. or restricted stock granted under the RGC Resources, Inc. Stock Bonus Plan or the RGC Resources, Inc. Restricted Stock Plan.

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Section 4 below if, within 90 days prior to the Operative Date or within the two-year period beginning on the Operative Date, the Executive's employment with the Corporation is terminated unless such termination is (a) because of his death, (b) by the Corporation for Cause or Disability, or (c) by the Executive other than for Good Reason, all as hereinafter more particularly defined for purpose of the Agreement.

(i) Disability. “Disability” means that, due to the Executive's incapacity due to physical or mental illness, he shall have been absent from his duties with the Corporation on a full-time basis for six (6) months and within thirty (30) days after written notice of termination is given he shall not have returned to the full-time performance of his duties.

(ii) Cause. "Cause" means (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his/her incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

{2298866-2, 103404-00000-01}

(iii) Good Reason. "Good Reason" means:

(A) Without the Executive's express written consent, the assignment to him of any duties materially inconsistent with his duties and responsibilities with the Corporation immediately prior to a Change in Control;

(B) A reduction by the Corporation in the Executive's annual base compensation below his total base compensation applicable to the 12 months preceding the Operative Date or as increased after such date;

(C) The failure by the Corporation to provide the Executive with benefits whose aggregate value is at least as favorable as the aggregate value of benefits enjoyed by him under any thrift, incentive or compensation plan, or any pension, life insurance, health and accident or disability plan in which he is participating at the time of a Change in Control, or the taking of any action by the Corporation which would adversely affect his participation in or materially reduce his benefits under any of such plans at the time of a Change in Control, unless such reduction relates to a reduction in benefits applicable to all employees generally;

(D) The failure by the Corporation to provide the Executive with any other material fringe benefit enjoyed by him at the time of the Change in Control;

(E) Any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of subparagraph (iv) below (and, if applicable, subparagraph (ii) above) and, for purposes of the Agreement, no such purported termination shall be effective;

(F) Breach by the Corporation of its obligations under the Agreement; or

(G) The Corporation’s requiring the Executive to be based at an office that is both more than 50 miles from where his office is located immediately prior to the Change in Control and further from his then current residence, except for required travel on the Corporation’s business to an extent substantially consistent with the business travel obligations which the Executive undertook on behalf of the Corporation prior to the Change in Control.

If any of the events occur which would entitle the Executive to terminate his employment for Good Reason hereunder and he does not so exercise his right to terminate his employment, any such failure shall not operate to waive his right to terminate his employment for that or any subsequent action or actions, whether similar or dissimilar, which would constitute Good Reason.

(iv) Notice of Termination. Any termination by the Corporation for Cause or Disability or by the Executive for Good Reason shall be communicated by written Notice of Termination. For purposes of the Agreement, a "Notice of Termination" shall mean a notice

{2298866-2, 103404-00000-01}

which shall indicate the specific termination provision in the Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated.

(v) Date of Termination. "Date of Termination" shall mean (a) if the Agreement is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty-day period), (b) if his employment is terminated pursuant to subparagraph (iii) above, the date specified in the Notice of Termination, and (c) if his employment is terminated for any other reason, the date on which a Notice of Termination is given. Notwithstanding any provision herein to the contrary, the Date of Termination shall not occur, and the Executive’s employment with the Corporation shall not be deemed to have occurred, until the Executive shall have a Separation from Service. The following definitions shall apply for purposes of this Agreement:

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. A reference to any section or provision of the Code shall also be deemed to be a reference to any applicable regulations and rulings thereunder, as well as to comparable provisions of future laws.

"Leave of Absence" means a military leave, sick leave or other bona fide leave of absence of the Executive which does not exceed six months (or such longer period for which the Executive retains a right to reemployment with the Corporation or a Related Entity under an applicable statute or by contract), but only if there is a reasonable expectation that the Executive will return to perform services for the Corporation or a Related Entity.

"Related Entity" means any entity which is aggregated with the Corporation pursuant to Section 414(b) or 414(c) of the Code or would be so aggregated if the language "at least 50 percent" were used instead of "at least 80 percent" each place it appears in Section 1563(a)(1), (2) and (3) of the Code and Treasury Regulations Section 1.414(c)-2.

"Separation from Service" means the Executive’s separation from service (as such term is used for purposes of Section 409A of the Code) with the Corporation and any Related Entities. The Executive shall be deemed to have a Separation from Service on a date only if the Corporation and the Executive reasonably anticipate that (a) no further services will be performed for the Corporation or any Related Entities after such date or (b) the level of bona fide services the Executive will perform for the Corporation or any Related Entities after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Corporation and any Related Entities if the Executive has then been providing services to the Corporation and any Related Entities for less than 36 months). For purposes of this section, for periods during which the Executive is on a paid Leave of Absence and has not otherwise terminated employment, the Executive shall be treated as providing bona fide services at a level equal to the level of services that he would have been required to perform to receive the compensation paid with respect to such Leave of Absence. Also for purposes of this section,

{2298866-2, 103404-00000-01}

periods during which the Executive is on an unpaid Leave of Absence and has not otherwise terminated employment shall be disregarded (including for purposes of determining the 36-month, or shorter, period).

COMPENSATION AND BENEFITS UPON TERMINATION. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:

(i) The Corporation shall pay the Executive his full salary (whether such salary has been paid by the Corporation or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due (and in any event within 90 days after the Separation from Service);

(ii) The Corporation shall pay to the Executive an amount equal to 2.0 multiplied by the Executive's annualized cash compensation based upon the annual rate of pay for the prior taxable year (including any bonus compensation and adjusted for any increase that was expected to continue indefinitely), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to the Executive required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." Payment of the Severance Payment shall be in accordance with the following terms:

(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.

(B) In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Executive shall repay the excess to the Corporation at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Corporation shall pay the Executive such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined.

(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to

{2298866-2, 103404-00000-01}

the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate).

(D) The amount of any payment provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or the Company's Successor by reason of any compensation earned by the Executive as the result of employment by another Corporation after the Date of Termination, or otherwise.

(ii) The Corporation shall also pay to the Executive all legal fees and related expenses incurred by the Executive in connection with this Agreement if the Executive prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).

(iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive.

(iv) The Executive shall not be eligible to receive any compensation or benefits provided in this Section 4 (other than payments under Section 4(i)) unless the Executive first executes a written release and agreement provided by the Corporation releasing the Corporation of any and all claims the Executive might have against the Corporation.

(v) The Corporation shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (A) the death of the Executive; (B) the Executive's commencement of full-time employment with a new employer; or (C) within 90 days prior to the Operative Date or twenty-four (24) months following the Operative Date, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Operative Date, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under such plans and programs. In the case of any insurance provided the Executive pursuant to this subparagraph (v), each premium therefor shall be paid after, but no later than 30 days after, the Corporation’s receipt of the invoice for such premium. No coverage shall be provided to the Executive under a self-insured medical plan of the Corporation after the Separation from Service; provided that such coverage may be provided during the period of time during which the Executive would be entitled to continuation coverage under such plan pursuant to Section 4980A of the Code if the Executive elected such continuation coverage and paid the applicable premiums. Except for coverage permitted by the preceding sentence, no benefits shall be provided pursuant to this subparagraph (v) other than through the purchase of insurance by the Corporation.

{2298866-2, 103404-00000-01}

(vi) The Executive shall not be required to mitigate the amount of any payment provided under the Agreement by seeking other employment or otherwise. It is specifically understood that any compensation the Executive receives from the Corporation or any other person for services rendered prior to or after termination of employment, such as a payment under any deferred compensation plan maintained by the Corporation, will not reduce or offset the benefits to which he is entitled hereunder.

(vii) The Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate.

AGREEMENT BINDING ON SUCCESSORS. The Corporation will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, to expressly assume and agree to perform this Agreement. Failure of the Corporation to obtain such agreement prior to or simultaneously with a Change in Control shall be a breach of the Agreement which shall entitle the Executive to terminate his employment for Good Reason under Section 3(iii) on or after the Operative Date, except that, for purposes of implementing the foregoing, the date of his Notice of Termination shall be deemed the Date of Termination.
NOTICE. For the purposes of the Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given on the date hand delivered or the date mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive at his residence address and to the Corporation directed to the attention of the Chief Executive Officer of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
MODIFICATION AND WAIVER. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive’s status as an at-will employee of the Corporation.

{2298866-2, 103404-00000-01}

VALIDITY. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement and such other provisions shall remain in full force and effect.
COUNTERPARTS AND GOVERNING LAW. The Agreement may be executed by electronic transmission and in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Agreement shall be governed by the laws of the Commonwealth of Virginia, excepting its principles of conflict of laws.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

RGC Resources, Inc.	Executive
By: /s/ Nancy Howell Agee	By: /s/ Paul W. Nester
Name: Nancy Howell Agee	Name: Paul W. Nester
Title: Chair, Compensation Committee	Title: President and CEO

{2298866-2, 103404-00000-01}

ex_507851.htm

Exhibit 10.2

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2023 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Jason A. Field ("Executive"),

W I T N E S S E T H -

NOW, THEREFORE, the parties agree as follows:

TERM. The Agreement is effective as of the date hereof and shall terminate, except to the extent that any obligation hereunder remains unpaid as of such time, upon the earliest of the following:

(i) the termination of the Executive's employment with the Corporation prior to or simultaneously with a Change in Control; or

(ii) three years from the date of a Change in Control; or

(iii) May 1, 2026, but only if no Change in Control has occurred as of such date.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if (i) any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), (ii) the consummation of a merger, recapitalization, reorganization or consolidation (or any combination thereof) of the Corporation with any other corporation or entity, other than a transaction that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the Voting Securities of the Corporation or such surviving entity or its parent outstanding immediately after such transaction,

{2298866-2, 103404-00000-01}

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Section 4 below if, within 90 days prior to the Operative Date or within the two-year period beginning on the Operative Date, the Executive's employment with the Corporation is terminated unless such termination is (a) because of his death, (b) by the Corporation for Cause or Disability, or (c) by the Executive other than for Good Reason, all as hereinafter more particularly defined for purpose of the Agreement.

{2298866-2, 103404-00000-01}

(iii) Good Reason. "Good Reason" means:

(D) The failure by the Corporation to provide the Executive with any other material fringe benefit enjoyed by him at the time of the Change in Control;

(F) Breach by the Corporation of its obligations under the Agreement; or

{2298866-2, 103404-00000-01}

COMPENSATION AND BENEFITS UPON TERMINATION. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:

(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.

(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to

{2298866-2, 103404-00000-01}

the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate).

(iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive.

{2298866-2, 103404-00000-01}

AGREEMENT BINDING ON SUCCESSORS. The Corporation will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, to expressly assume and agree to perform this Agreement. Failure of the Corporation to obtain such agreement prior to or simultaneously with a Change in Control shall be a breach of the Agreement which shall entitle the Executive to terminate his employment for Good Reason under Section 3(iii) on or after the Operative Date, except that, for purposes of implementing the foregoing, the date of his Notice of Termination shall be deemed the Date of Termination.
NOTICE. For the purposes of the Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given on the date hand delivered or the date mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive at his residence address and to the Corporation directed to the attention of the Chief Executive Officer of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
MODIFICATION AND WAIVER. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive’s status as an at-will employee of the Corporation.

{2298866-2, 103404-00000-01}

VALIDITY. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement and such other provisions shall remain in full force and effect.
COUNTERPARTS AND GOVERNING LAW. The Agreement may be executed by electronic transmission and in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Agreement shall be governed by the laws of the Commonwealth of Virginia, excepting its principles of conflict of laws.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

RGC Resources, Inc.	Executive
By: /s/ Nancy Howell Agee	By: /s/ Jason A. Field
Name: Nancy Howell Agee	Name: Jason A. Field
Title: Chair, Compensation Committee	Title: Vice President, CFO and Treasurer

{2298866-2, 103404-00000-01}

ex_507852.htm

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2023 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Lawrence T. Oliver ("Executive"),

W I T N E S S E T H -

NOW, THEREFORE, the parties agree as follows:

TERM. The Agreement is effective as of the date hereof and shall terminate, except to the extent that any obligation hereunder remains unpaid as of such time, upon the earliest of the following:

(i) the termination of the Executive's employment with the Corporation prior to or simultaneously with a Change in Control; or

(ii) three years from the date of a Change in Control; or

(iii) May 1, 2026, but only if no Change in Control has occurred as of such date.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if (i) any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), (ii) the consummation of a merger, recapitalization, reorganization or consolidation (or any combination thereof) of the Corporation with any other corporation or entity, other than a transaction that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the Voting Securities of the Corporation or such surviving entity or its parent outstanding immediately after such transaction,

{2298866-2, 103404-00000-01}

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Section 4 below if, within 90 days prior to the Operative Date or within the two-year period beginning on the Operative Date, the Executive's employment with the Corporation is terminated unless such termination is (a) because of his death, (b) by the Corporation for Cause or Disability, or (c) by the Executive other than for Good Reason, all as hereinafter more particularly defined for purpose of the Agreement.

{2298866-2, 103404-00000-01}

(iii) Good Reason. "Good Reason" means:

(D) The failure by the Corporation to provide the Executive with any other material fringe benefit enjoyed by him at the time of the Change in Control;

(F) Breach by the Corporation of its obligations under the Agreement; or

{2298866-2, 103404-00000-01}

COMPENSATION AND BENEFITS UPON TERMINATION. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:

(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.

(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to

{2298866-2, 103404-00000-01}

the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate).

(iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive.

{2298866-2, 103404-00000-01}

AGREEMENT BINDING ON SUCCESSORS. The Corporation will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, to expressly assume and agree to perform this Agreement. Failure of the Corporation to obtain such agreement prior to or simultaneously with a Change in Control shall be a breach of the Agreement which shall entitle the Executive to terminate his employment for Good Reason under Section 3(iii) on or after the Operative Date, except that, for purposes of implementing the foregoing, the date of his Notice of Termination shall be deemed the Date of Termination.
NOTICE. For the purposes of the Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given on the date hand delivered or the date mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive at his residence address and to the Corporation directed to the attention of the Chief Executive Officer of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
MODIFICATION AND WAIVER. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive’s status as an at-will employee of the Corporation.

{2298866-2, 103404-00000-01}

VALIDITY. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement and such other provisions shall remain in full force and effect.
COUNTERPARTS AND GOVERNING LAW. The Agreement may be executed by electronic transmission and in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Agreement shall be governed by the laws of the Commonwealth of Virginia, excepting its principles of conflict of laws.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

RGC Resources, Inc.	Executive
By: /s/ Nancy Howell Agee	By: /s/ Lawrence T. Oliver
Name: Nancy Howell Agee	Name: Lawrence T. Oliver
Title: Chair, Compensation Committee	Title: Senior Vice President, Regulatory and External Affairs

{2298866-2, 103404-00000-01}

ex_507853.htm

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2023 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Carl J. Shockley, Jr. ("Executive"),

W I T N E S S E T H -

NOW, THEREFORE, the parties agree as follows:

TERM. The Agreement is effective as of the date hereof and shall terminate, except to the extent that any obligation hereunder remains unpaid as of such time, upon the earliest of the following:

(i) the termination of the Executive's employment with the Corporation prior to or simultaneously with a Change in Control; or

(ii) three years from the date of a Change in Control; or

(iii) May 1, 2026, but only if no Change in Control has occurred as of such date.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if (i) any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), (ii) the consummation of a merger, recapitalization, reorganization or consolidation (or any combination thereof) of the Corporation with any other corporation or entity, other than a transaction that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the Voting Securities of the Corporation or such surviving entity or its parent outstanding immediately after such transaction,

{2298866-2, 103404-00000-01}

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Section 4 below if, within 90 days prior to the Operative Date or within the two-year period beginning on the Operative Date, the Executive's employment with the Corporation is terminated unless such termination is (a) because of his death, (b) by the Corporation for Cause or Disability, or (c) by the Executive other than for Good Reason, all as hereinafter more particularly defined for purpose of the Agreement.

{2298866-2, 103404-00000-01}

(iii) Good Reason. "Good Reason" means:

(D) The failure by the Corporation to provide the Executive with any other material fringe benefit enjoyed by him at the time of the Change in Control;

(F) Breach by the Corporation of its obligations under the Agreement; or

{2298866-2, 103404-00000-01}

COMPENSATION AND BENEFITS UPON TERMINATION. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:

(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.

(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to

{2298866-2, 103404-00000-01}

the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate).

(iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive.

{2298866-2, 103404-00000-01}

AGREEMENT BINDING ON SUCCESSORS. The Corporation will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, to expressly assume and agree to perform this Agreement. Failure of the Corporation to obtain such agreement prior to or simultaneously with a Change in Control shall be a breach of the Agreement which shall entitle the Executive to terminate his employment for Good Reason under Section 3(iii) on or after the Operative Date, except that, for purposes of implementing the foregoing, the date of his Notice of Termination shall be deemed the Date of Termination.
NOTICE. For the purposes of the Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given on the date hand delivered or the date mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive at his residence address and to the Corporation directed to the attention of the Chief Executive Officer of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
MODIFICATION AND WAIVER. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive’s status as an at-will employee of the Corporation.

{2298866-2, 103404-00000-01}

VALIDITY. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement and such other provisions shall remain in full force and effect.
COUNTERPARTS AND GOVERNING LAW. The Agreement may be executed by electronic transmission and in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Agreement shall be governed by the laws of the Commonwealth of Virginia, excepting its principles of conflict of laws.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

RGC Resources, Inc.	Executive
By: /s/ Nancy Howell Agee	By: /s/ Carl J. Shockley, Jr.
Name: Nancy Howell Agee	Name: Carl J. Shockley, Jr.
Title: Chair, Compensation Committee	Title: Vice President and COO

{2298866-2, 103404-00000-01}

ex_507854.htm

Exhibit 10.5

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2023 between RGC Resources, Inc. and subsidiaries ("the Corporation") and C. Brooke Miles ("Executive"),

W I T N E S S E T H -

NOW, THEREFORE, the parties agree as follows:

TERM. The Agreement is effective as of the date hereof and shall terminate, except to the extent that any obligation hereunder remains unpaid as of such time, upon the earliest of the following:

(i) the termination of the Executive's employment with the Corporation prior to or simultaneously with a Change in Control; or

(ii) three years from the date of a Change in Control; or

(iii) May 1, 2026, but only if no Change in Control has occurred as of such date.

CHANGE IN CONTROL. For purposes of the Agreement, a Change in Control shall be deemed to have occurred if (i) any person (individual, corporation, partnership or other entity) is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50 percent or more of the combined voting power of the outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors ("Voting Securities"), (ii) the consummation of a merger, recapitalization, reorganization or consolidation (or any combination thereof) of the Corporation with any other corporation or entity, other than a transaction that would result in the Voting Securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the Voting Securities of the Corporation or such surviving entity or its parent outstanding immediately after such transaction,

{2298866-2, 103404-00000-01}

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Section 4 below if, within 90 days prior to the Operative Date or within the two-year period beginning on the Operative Date, the Executive's employment with the Corporation is terminated unless such termination is (a) because of his death, (b) by the Corporation for Cause or Disability, or (c) by the Executive other than for Good Reason, all as hereinafter more particularly defined for purpose of the Agreement.

{2298866-2, 103404-00000-01}

(iii) Good Reason. "Good Reason" means:

(D) The failure by the Corporation to provide the Executive with any other material fringe benefit enjoyed by him at the time of the Change in Control;

(F) Breach by the Corporation of its obligations under the Agreement; or

{2298866-2, 103404-00000-01}

COMPENSATION AND BENEFITS UPON TERMINATION. Upon termination of the Executive's employment within 90 days prior to the Operative Date or within twenty-four (24) months following the Operative Date, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay or provide to the Executive the following:

(A) The Severance Payment shall be made in a lump sum within 90 days after the Separation from Service and all payments hereunder shall be subject to standard payroll withholdings.

(C) In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Corporation to

{2298866-2, 103404-00000-01}

the Executive, or by the Executive to the Corporation, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate).

(iii) The Corporation shall provide the Executive with reasonable outplacement services for up to 12 months following the Date of Termination of the Executive.

{2298866-2, 103404-00000-01}

AGREEMENT BINDING ON SUCCESSORS. The Corporation will require any successor (whether direct or indirect, by purchase, merger, share exchange, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation, to expressly assume and agree to perform this Agreement. Failure of the Corporation to obtain such agreement prior to or simultaneously with a Change in Control shall be a breach of the Agreement which shall entitle the Executive to terminate his employment for Good Reason under Section 3(iii) on or after the Operative Date, except that, for purposes of implementing the foregoing, the date of his Notice of Termination shall be deemed the Date of Termination.
NOTICE. For the purposes of the Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given on the date hand delivered or the date mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Executive at his residence address and to the Corporation directed to the attention of the Chief Executive Officer of the Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
MODIFICATION AND WAIVER. No provisions of the Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Corporation. No waiver by any party hereto at any time or the breach by the other party hereto or of compliance with any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements of representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in the Agreement. Nothing herein is intended to change or modify Executive’s status as an at-will employee of the Corporation.

{2298866-2, 103404-00000-01}

VALIDITY. The invalidity or unenforceability of any provisions of the Agreement shall not affect the validity or enforceability of any other provisions of the Agreement and such other provisions shall remain in full force and effect.
COUNTERPARTS AND GOVERNING LAW. The Agreement may be executed by electronic transmission and in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. The Agreement shall be governed by the laws of the Commonwealth of Virginia, excepting its principles of conflict of laws.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the date first above written.

RGC Resources, Inc.	Executive
By: /s/ Nancy Howell Agee	By: /s/ C. Brooke Miles
Name: Nancy Howell Agee	Name: C. Brooke Miles
Title: Chair, Compensation Committee	Title: Vice President, Human Resources

{2298866-2, 103404-00000-01}

ex_507855.htm

Exhibit 14.1

CODE OF ETHICS

FOR

THE BOARD OF DIRECTORS, OFFICERS, AND EMPLOYEES

Introduction

This Code of Ethics for the Board of Directors, Officers, and Employees (“Code of Ethics”) has been approved by the Board of Directors of RGC Resources, Inc. to govern the professional conduct of the Board of Directors, the officers, and employees of RGC Resources, Inc. and its subsidiary companies (any reference to RGC Resources or Company is intended to mean RGC Resources, Inc. and its subsidiary companies; any reference to Directors, officers or employees is intended to include the Directors, officers and employees of RGC Resources, Inc. and its subsidiary companies). This Code of Ethics is designed to deter wrongdoing and to promote honest and ethical conduct. This Code of Ethics is designed to be in compliance with applicable governmental laws, rules, and regulations while providing guidance for fair, full, and timely disclosure with all public and regulatory communications.

Compliance with the Law

The business of RGC Resources will be conducted in full compliance with all applicable laws, rules and regulations at all levels of the government and in all levels of the organization. When it becomes difficult to determine which law, rule, or regulation is applicable or if an interpretation or intent of such a law, rule or regulation is unclear, then the Company’s legal counsel will be consulted before taking action.

Employment Policies

RGC Resources is committed to equal opportunity employment. Directors, officers, and employees are expected to discharge their responsibilities not only in conformity with the laws governing this subject but also in a manner fully consistent with the objectives and intent of the Company’s equal employment opportunity (EEO) policies. All employees and applicants for employment, as well as existing and prospective customers, contractors and suppliers, shall be treated without discrimination based on race, color, religion, sex, pregnancy, veteran status, marital status, childbirth and related medical conditions, lactation, age, national origin, genetic information, gender identity, sexual orientation, or physical or mental disability and all other legally protected classifications.

The Company does not condone and expressly forbids any and all harassment of its employees, acts of favoritism or the support of any hostile environment. RGC Resources strives to provide each employee with a safe and healthy work environment. Each employee has the responsibility for maintaining this safe and healthy workspace by following all employment, safety and health rules, policies and practices, and by promptly reporting all accidents, injuries and unsafe equipment, practices, or conditions, as well as inappropriate conduct that violates the Company’s policies such as its EEO and/or harassment policies. Violence, intimidation, bullying, and threatening behavior will not be permitted.

Employees must report to work free from the influence of, or without a detectable presence in an employee’s system of, alcohol or illegal drugs, including the unlawful use or misuse of legal controlled substances. The use of alcohol or illegal drugs and the misuse of legal controlled substances on Company premises or on Company time will not be tolerated.

The Human Resources department, in conjunction with all levels of management, will be responsible for interpreting and enforcing all workplace conduct rules and policies. Any question concerning employment rules or practices should be directed to the Human Resources department.

Disclosure of Information

RGC Resources will periodically disclose material public information according to the requirements and guidelines set forth for public companies by the Securities and Exchange Commission (“SEC”) and the NASDAQ stock market. Any information that has not been publicly disclosed or which is considered as confidential will be distributed within the Company only on a “need to know” basis. No Director, officer, or employee shall discuss confidential information on a selective basis or use such information to his or her personal advantage or for the benefit of others.

All corporate, customer, shareholder, and supplier information, other than information that is public knowledge as a result of authorized disclosure, is to be considered confidential, privileged and proprietary to RGC Resources at all times during and following an individual’s service on the Board of Directors or employment with the Company. Such information may be used only for official Company business and should be safeguarded at all times. Information concerning a customer, employee, or a particular business transaction may be released externally only in accordance with approved policies, as required by law, or under the advice of legal counsel.

Insider Trading

With respect to RGC Resources common stock, all Directors, officers and employees are required to adhere to the Company’s Insider Trading Policy.

Regulator, Investor, Analyst, and Media Contacts

RGC Resources authorizes only certain employees to discuss the Company and its matters with regulators, investors, analysts, and media representatives. These employees are normally the Chief Executive Officer (CEO) and his designee(s), Chief Financial Officer, and Chief Operating Officer. All other employees must refer all regulatory, investor, analyst, and media contacts to the authorized employees.

All Company communications shall comply with applicable laws, rules and regulations. No authorized spokesperson shall disclose material information to investors, analysts, or media unless such information has been, or is simultaneously being disclosed to the public.

Conflicts of Interest

Business and personal activities of Directors, officers, and employees should be conducted in a way that avoids conflicts of interest for RGC Resources, its customers, its contractors, and its vendors. A conflict of interest will exist whenever an employee or an employee’s family member has an interest in a matter that may influence a decision or impair the impartial judgment that must be exercised in the employee’s responsibilities to the Company. A conflict of interest may also be determined by the public perception of the handling of a matter. No Director, officer or employee may use Company property, information, or opportunity that comes to that employee through their position with the Company for improper personal gain.

No employee may represent the Company in a transaction unless clearly delineated in the employee’s definition of their job duties or otherwise approved by the CEO and/or the Board of Directors. Furthermore, no Director, officer, or employee may represent RGC Resources in any transaction with any person or party in which the Director, officer or employee or a Director’s, officer’s or employee’s family member holds a material financial interest. A material financial interest is defined as 5% or greater ownership. No Director, officer, or employee shall have a material management interest or a material financial interest in any firm that supplies goods or services to the Company unless this transaction is dictated by the acceptance of the lowest responsible bid presented in a competitive bidding process or authorized by the Audit Committee. No Director, officer, or employee shall have a material management interest or a material financial interest in any firm that is considered to be a competitor of the Company. To avoid any such conflicts, the Director, officer, or employee that assumes a material managerial or financial interest in any company must report this interest immediately in writing to the CEO and the Audit Committee.

Directors and officers will be required to report annually in writing all outside business and financial interests that could influence the impartial performance of their duties to RGC Resources. Employees may also be required to make similar disclosures.

Political Interest

Only the CEO is authorized by the Board of Directors to use Company funds or assets to support a candidate for public office in local or state elections. The CEO may delegate such authority to another employee as deemed appropriate. All Directors, officers, and employees that participate in political campaigns do so as individuals and shall not represent the political views of the Company. Directors and employees shall notify the CEO in writing prior to accepting a nomination or appointment to any public office. Because of statutory requirements, service as an elected official might be inappropriate unless assurances have been given that business relations between RGC Resources and the governing body would be prohibited or otherwise controlled and governed by an approved regulatory tariff.

Due to the complexity of all the rules and regulations governing the disclosure of all contacts with all federal and state legislators, only Directors, officers, or employees that are approved by the CEO are authorized to make contacts with local, state, or federal legislators regarding activities related to Company interests.

Gifts

No Director, officer, or employee may accept gifts or favors designed or with the appearance of being designed to influence that individual in the performance of their duties for RGC Resources. This prohibition shall not preclude the acceptance of gifts or favors of small value intended merely to be tokens of respect. Gifts include any type of gratuity, favor, service, discount or price concession, loan, fee, compensation, or anything of monetary value. All such gifts are prohibited except business travel, lodging, entertainment, and meals of reasonable value in the course of meeting or other occasions, the purpose of which is to hold meaningful business discussions, provided that all such expenses would otherwise be paid by the Company if not paid by the other party. Should any Director, officer, or employee receive a prohibited gift or favor, then these gifts or favors should be promptly turned over to the CEO for return or donation to a charitable organization. No Director, officer, employee, or family member may extend or accept a gift or favor of significant value or which does not meet the same criteria applicable to the acceptance of gifts as outlined above.

Loans

In compliance with all federal laws and regulations, the Company shall not directly or indirectly extend credit in the form of a personal or business loan to any Director, officer, or employee.

Accounting Practices

The books of account, financial statements, and records of the Company shall accurately reflect the operations and financial results of the Company and be maintained in accordance with generally accepted accounting principles and the requirements of federal securities laws and regulations. All assets, liabilities, income, and expenses of the Company shall be properly recorded. There shall be no disbursements or receipts of corporate funds outside of the Company’s established accounting system.

Antitrust and Fair Competition

Antitrust laws are very complex and cannot be specifically outlined in this Code of Ethics. Directors, officers, and employees of RGC Resources must comply with the letter and spirit of all applicable laws and must only engage in ethical competition and business practices.

Code of Ethics Compliance

Each Director, officer, and employee is responsible for bringing to the Company’s attention any circumstances that are believed in good faith to be a violation of any of the requirements contained in this Code of Ethics. The Company considers the failure to report any suspected violations to be as serious as the violation itself. Information regarding violations may be submitted to the Company through the whistleblower system or directly to the CEO. The Company will ensure that the Director, officer, or employee with a good faith belief concerning possible violations is protected from any retaliation or adverse action for having reported such a possible violation or having participated in an investigation of such a matter. Every new Director, officer, and employee will be given a copy of this Code of Ethics and will be required to acknowledge acceptance of its terms.

Review of Code of Ethics

The Audit Committee of the Board of Directors shall review this Code of Ethics at least annually and may recommend to the Board of Directors any amendments as it may from time to time determine necessary to promote and maintain high legal, ethical, and moral standards governing the business practices of the Company.

Failure to accept or adhere to this Code of Ethics will be investigated by the Company and/or the Audit Committee. If the Director, officer, or employee is found, after thorough investigation, to have violated this Code, such person may be relieved of his or her duties for the Company or face other disciplinary action.

Paul W. Nester

President & CEO