RGC Resources Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

false 0001069533 0001069533 2026-06-02 2026-06-02

 

 

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: 540-777-4427

 

 

 

 

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 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.

 

 

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.

 

 

 

 

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.