RGCO Rgc Resources Inc - 8-K

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 2, 2026, Roanoke Gas Company (“Roanoke”), the utility subsidiary of RGC Resources, Inc. (“Resources”), entered into an unsecured delayed-draw Promissory Note in the principal amount of $15,000,000 (“Note”) through a Fourth Amendment to the Loan Agreement ("Loan Agreement") with Pinnacle Bank (“Pinnacle”) originally entered on March 24, 2023 and further amended on March 31, 2024, March 31, 2025 and March 17, 2026. Under the provisions of the Loan Agreement, Roanoke can draw the funds at any time through September 20, 2026. The Company intends to draw the full amount on August 20, 2026 and the proceeds will be used to repay a maturing note. The Note has an interest rate of Term SOFR plus 100 basis points, with interest paid monthly. The outstanding principal balance of the Note is due on August 20, 2029.

Also, on June 2, 2026, Roanoke executed an interest rate swap agreement for $15,000,000 corresponding to the term and draw provisions of the Note, which effectively converts the variable rate note to a fixed rate instrument with an effective annual interest rate of 5.13%.

All other terms and requirements of the Loan Agreement, as previously amended, were retained.

The Guaranty previously entered into by Resources with Pinnacle remains in effect, as well as all previous representations, warranties and covenants.

ITEM 2.03.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

The information required by this Item 2.03 is set forth in Item 1.01 above in respect of the Note, which is incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1

Promissory Note in the principal amount of $15,000,000 by Roanoke Gas Company with Pinnacle Bank, dated June 2, 2026.

10.2

Fourth Amendment to Amended and Restated Loan Agreement by Roanoke Gas Company with Pinnacle Bank, dated June 2, 2026.

10.3

Interest Rate Swap Confirmation by and between Roanoke Gas Company and Pinnacle Bank, executed on June 2, 2026.

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