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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~June~~December 3031, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Transition Period From

Commission File Number 000-26591

RGC Resources, Inc.
(Exact name of Registrant as Specified in its Charter)

Virginia	54-1909697
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

519 Kimball Ave., N.E., Roanoke, VA	24016
(Address of Principal Executive Offices)	(Zip Code)

(540) 777-4427

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated-filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at ~~July~~January 31, ~~2025~~2026
Common Stock, $5 Par Value	10,~~325~~394,~~514~~487

Table of Contents

INDEX

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	1
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	3
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3730
Item 4.	Controls and Procedures	3830
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3931
Item 1A.	Risk Factors	3931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3931
Item 3.	Defaults Upon Senior Securities	3931
Item 4.	Mine Safety Disclosures	3931
Item 5.	Other Information	3931
Item 6.	Exhibits	4032
Signatures		4133

Table of Contents

GLOSSARY OF TERMS

AFUDC		Allowance for Funds Used During Construction
AOCI/AOCL		Accumulated Other Comprehensive Income (Loss)
ARO		Asset Retirement Obligation
ARP		Alternative Revenue Program, regulatory or rate recovery mechanisms approved by the SCC that allow for the adjustment of revenues for certain broad, external factors, or for additional billings if the entity achieves certain performance targets
ASC		Accounting Standards Codification
ASU		Accounting Standards Update as issued by the FASB
ATM		At-the-market program whereby a Company can incrementally offer common stock through a broker at prevailing market prices and on an as-needed basis
Boost		Mountain Valley Pipeline, LLC's Boost project, which is a project to add compression on the MVP mainline to enable 600,000 additional DTHs of daily capacity
CODM		Chief Operating Decision Maker
Company		RGC Resources, Inc. or Roanoke Gas Company
CPCN		Certificate of Public Convenience and Necessity
DRIP		Dividend Reinvestment and Stock Purchase Plan of RGC Resources, Inc.
DTH		Decatherm (a measure of energy used primarily to measure natural gas)
EPS		Earnings Per Share
ERISA		Employee Retirement Income Security Act of 1974
FASB		Financial Accounting Standards Board
FDIC		Federal Deposit Insurance Corporation
FERC		Federal Energy Regulatory Commission
GAAP		Generally Accepted Accounting Principles in the United States

Table of Contents

HDD

Heating degree day, a measurement designed to quantify the demand for energy. It is the number of degrees that a day’s average temperature falls below 65 degrees Fahrenheit

ICC		Inventory carrying cost revenue, an SCC approved rate structure that mitigates the impact of financing costs on natural gas inventory
IRS		Internal Revenue Service
KEYSOP		RGC Resources, Inc. Key Employee Stock Option Plan
LDI		Liability Driven Investment approach, a strategy which reduces the volatility in the pension plan's funded status and expense by matching the duration of the fixed income investments with the duration of the corresponding pension liabilities
LLC		Mountain Valley Pipeline, L.L.C., a joint venture established to design, construct and operate the Mountain Valley Pipeline, MVP Southgate and MVP ~~Southgate~~Boost
LNG		Liquefied natural gas, the cryogenic liquid form of natural gas. Roanoke Gas operates and maintains a plant capable of producing and storing up to 200,000 DTH of liquefied natural gas

MGP		Manufactured gas plant

Midstream		RGC Midstream, L.L.C., a wholly-owned subsidiary of Resources created to invest in pipeline projects including the MVP and Southgate

MVP		Mountain Valley Pipeline, a FERC-regulated natural gas pipeline connecting the EQT Corporation's gathering and transmission system in northern West Virginia to the Transco interstate pipeline in south central Virginia with interconnects to Roanoke Gas’ natural gas distribution system

NQDC Plan		RGC Resources, Inc. Non-qualified Deferred Compensation Plan

Normal Weather		The average number of heating degree days over the most recent 30-year period

PBGC		Pension Benefit Guaranty Corporation

Pension Plan		Defined benefit plan that provides pension benefits to employees hired prior to January 1, 2017 who meet certain years of service criteria

PGA		Purchased Gas Adjustment, a regulatory mechanism, which adjusts natural gas customer rates to reflect changes in the forecasted cost of gas and actual gas costs

Postretirement Plan		Defined benefit plan that provides postretirement medical and life insurance benefits to eligible employees hired prior to January 1, 2000 who meet years of service and other criteria

R&D Tax Credit		Research and development federal tax credit defined under Internal Revenue Code section 41 and the related regulations

Table of Contents

Resources		RGC Resources, Inc., parent company of Roanoke Gas and Midstream
RGCO		Trading symbol for RGC Resources, Inc. on the NASDAQ Global Stock Market
RNG		Renewable Natural Gas
RNG Rider		Renewable Natural Gas Rider, the rate component as approved by the SCC that is billed monthly to the Company’s customers to recover the costs associated with the investment in RNG facilities and related operating costs
Roanoke Gas		Roanoke Gas Company, a wholly-owned subsidiary of Resources
ROU Asset		Right of Use Asset
RSPD		RGC Resources, Inc. Restricted Stock Plan for Outside Directors
RSPO		RGC Resources, Inc. Restricted Stock Plan for Officers
SAVE		Steps to Advance Virginia's Energy, a regulatory mechanism per Chapter 26 of Title 56 of the Code of Virginia that allows natural gas utilities to recover the investment, including related depreciation and expenses and provide return on rate base, in eligible infrastructure replacement projects without the filing of a formal base rate application
SAVE Plan		Steps to Advance Virginia's Energy Plan, the Company's approved operational replacement plan and related spending under the SAVE regulatory mechanism
SAVE Rider		Steps to Advance Virginia's Energy Plan Rider, the rate component of the SAVE Plan as approved by the SCC that is billed monthly to the Company’s customers to recover the costs associated with eligible infrastructure projects including the related depreciation and expenses and return on rate base of the investment
SCC		Virginia State Corporation Commission, the regulatory body with oversight responsibilities of the utility operations of Roanoke Gas
SEC		U.S. Securities and Exchange Commission
SOFR		Secured Overnight Financing Rate
Southgate		Mountain Valley Pipeline, LLC’s Southgate project, which is ~~contemplated~~constructing toa ~~extend~~FERC-regulated natural gas pipeline from the MVP in south central Virginia to North Carolina~~, of which Midstream owns less than 1%~~
S&P 500 Index		Standard & Poor’s 500 Stock Index
WNA		Weather Normalization Adjustment, an ARP mechanism which adjusts revenues for the effects of weather temperature variations as compared to the 30-year average
Some of the terms above may not be included in this filing

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,~~126~~656,~~889~~034		$	~~894~~2,~~185~~320,369
Accounts receivable (less allowance for credit losses of $500,410 and $153,347, respectively)		6,170,064			4,483,739
Accounts receivable (less allowance for credit losses of $369,678 and $142,911, respectively)		16,307,749			4,836,982
Inventories		12,~~923~~007,~~963~~181			12,~~799~~018,~~631~~316
Gas in storage		67,~~084~~040,~~281~~806			8,~~491~~097,~~490~~586
Prepaid income taxes		~~1,176,005~~—			21,~~362~~618,~~069~~560
Regulatory assets		1,~~609~~267,~~701~~338			52,~~103~~582,~~910~~838
Interest rate swaps		~~958~~720,~~779~~795			~~871~~828,~~026~~573
Other		12,~~546~~189,~~030~~001			1,~~066~~015,~~251~~967
Total current assets		2132,~~595~~188,~~712~~904			2523,~~072~~319,~~301~~191
UTILITY PROPERTY:
In service		~~359~~370,~~169~~683,~~601~~891			~~345~~366,~~864~~843,~~008~~353
Accumulated depreciation and amortization		(98102,~~284~~249,~~856~~010	)		(92100,~~462~~131,~~376~~084	)
In service, net		~~260~~268,~~884~~434,~~745~~881			~~253~~266,~~401~~712,~~632~~269
Construction work in progress		98,~~653~~600,~~720~~102			8,~~639~~201,~~822~~314
Utility property, net		~~270~~277,~~538~~034,~~465~~983			~~262~~274,~~041~~913,~~454~~583
OTHER NON-CURRENT ASSETS:
Regulatory assets		43,~~327~~275,~~281~~827			43,~~445~~315,~~044~~082
Investment in unconsolidated affiliates		2021,~~876~~340,~~930~~164			2120,~~057~~723,~~222~~697
Benefit plan assets		5,~~359~~976,~~518~~239			5,~~416~~935,~~536~~885
Deferred income taxes		~~841~~305,~~163~~978			~~771~~617,~~746~~390
Interest rate swaps		~~576~~356,~~289~~503			1421,~~191,526~~511
Other		~~642~~565,~~635~~135			~~703~~593,~~394~~227
Total other non-current assets		3231,~~623~~819,~~816~~846			3331,~~585~~606,~~468~~792
TOTAL ASSETS	$	~~324~~341,~~757~~043,~~993~~733		$	~~320~~329,~~699~~839,~~223~~566

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	217,~~534~~846,~~514~~018		$	~~800~~2,~~000~~846,018
Line-of-credit		—			11,166,181
Dividends payable		2,260,801			2,145,558
Dividends payable		2,142,544			2,050,286
Accounts payable		9,352,455			7,085,817
Accounts payable		6,659,129			5,429,703
Customer credit balances		1,753,729			1,891,161
Customer credit balances		1,013,910			1,915,859
Income taxes payable		73,117			—
Income taxes payable		76,453			—
Customer deposits		1,842,355			1,537,311
Customer deposits		1,492,550			1,488,113
Accrued expenses		3,245,819			5,312,204
Accrued expenses		3,813,325			4,988,281
Interest rate swaps		31,189			57,144
Regulatory liabilities		23,~~941~~662,~~359~~784			~~834~~1,~~278~~638,911
Other		2131,~~989~~234			25,~~729~~600
Total current liabilities		2040,~~695~~099,~~773~~501			2822,~~698~~539,~~430~~724
LONG-TERM DEBT:
Line-of-credit		419,~~991~~288,~~528~~915			—11,916,760
Notes payable		~~134~~119,~~965~~089,~~486~~587			~~136~~134,~~955~~258,~~000~~197
Unamortized debt issuance costs		(~~213~~381,~~624~~050	)		(~~282~~405,~~092~~794	)
Long-term debt, net		~~139~~137,~~743~~997,~~390~~452			~~136~~145,~~672~~769,~~908~~163
DEFERRED CREDITS AND OTHER NON-CURRENT LIABILITIES:
Asset retirement obligations		11,~~504~~777,~~134~~382			11,~~142~~640,~~095~~435
Regulatory cost of retirement obligations		1516,~~486~~170,~~948~~833			1415,~~409~~869,~~847~~691
Benefit plan liabilities		~~131~~213,~~568~~478			~~113~~201,~~600~~194
Deferred income taxes		13,~~723~~173,~~191~~020			12,~~890~~277,~~562~~550
Regulatory liabilities		18,882,744			19,326,567
Interest rate swaps		208,729			298,016
Other		328,927			308,439
Regulatory liabilities		14,655,347			17,371,430
Total deferred credits and other non-current liabilities		48,057,512			47,191,110
Other		316,516			319,573
Total deferred credits and other non-current liabilities		46,515,305			47,977,889
STOCKHOLDERS’ EQUITY:
Common stock, $5 par; authorized 20,000,000 shares; issued and outstanding 10,323,956 and 10,249,899 shares, respectively		51,619,780			51,249,495
Common stock, $5 par; authorized 20,000,000 shares; issued and outstanding 10,357,800 and 10,338,308 shares, respectively		51,789,000			51,691,540
Preferred stock, no par, authorized 5,000,000 shares; no shares issued and outstanding		—			—
Capital in excess of par value		49,~~091~~597,~~868~~564			4749,~~988~~311,~~270~~486
Retained earnings		14,~~637~~910,~~929~~096			712,~~572~~288,~~439~~032
Accumulated other comprehensive income		~~911~~134,~~741~~815			1261,~~326,571~~732
Total stockholders’ equity		116,~~261~~431,~~318~~475			~~108~~113,~~136~~552,~~775~~790
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~324~~341,~~757~~043,~~993~~733		$	~~320~~329,~~699~~839,~~223~~566

See notes to condensed consolidated financial statements.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

OPERATING REVENUES:

Gas utility

1730,~~239~~235,~~550~~141

1427,~~431~~263,~~379~~204

~~80,938,690~~

~~71,455,564~~

Non utility

25,~~065~~327

26,~~823~~282

~~77,508~~

~~81,366~~

Total operating revenues

1730,~~264~~260,~~615~~468

1427,~~458~~289,~~202~~486

~~81,016,198~~

~~71,536,930~~

OPERATING EXPENSES:

Cost of gas - utility

714,~~816~~581,~~181~~615

511,~~344~~702,~~684~~709

~~36,581,043~~

~~30,741,090~~

Cost of sales - non utility

4,~~791~~872

4,~~567~~349

~~14,558~~

~~16,421~~

Operations and maintenance

45,~~587~~222,~~672~~481

4,~~221~~688,~~661~~671

~~14,599,534~~

~~13,879,513~~

Taxes other than income taxes

~~750~~830,~~067~~058

~~631~~722,~~990~~376

~~2,287,068~~

~~1,967,446~~

Depreciation and amortization

23,~~909~~071,~~344~~105

2,~~697~~843,~~707~~360

~~8,609,472~~

~~8,093,121~~

Total operating expenses

1623,~~068~~710,~~055~~131

1219,~~900~~961,~~609~~465

~~62,091,675~~

~~54,697,591~~

OPERATING INCOME

16,~~196~~550,~~560~~337

17,~~557~~328,~~593~~021

~~18,924,523~~

~~16,839,339~~

Equity in earnings of unconsolidated affiliate

772,082

282,604

2,427,470

2,979,823

Equity in earnings of unconsolidated affiliates

827,070

854,213

Other income (expense), net

244,000

(69,349

)

1,180,969

140,924

Other income, net

504,989

473,336

Interest expense

1,~~512~~671,~~754~~150

1,~~567~~779,~~093~~930

~~4,922,959~~

~~4,769,979~~

INCOME BEFORE INCOME TAXES

~~699~~6,~~888~~211,246

~~203~~6,~~755~~875,640

~~17,610,003~~

~~15,190,107~~

INCOME TAX EXPENSE

~~161~~1,~~476~~328,381

471,~~063~~605,951

~~4,125,694~~

~~3,570,033~~

NET INCOME

~~538~~4,~~412~~882,865

~~156~~5,~~692~~269,689

~~13,484,309~~

~~11,620,074~~

BASIC EARNINGS PER COMMON SHARE

0.0548

0.0251

~~1.31~~

~~1.15~~

DILUTED EARNINGS PER COMMON SHARE

0.0547

0.0251

~~1.31~~

~~1.15~~

See notes to condensed consolidated financial statements.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,						Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024			~~2025~~			~~2024~~
NET INCOME	$	~~538~~4,~~412~~882,865		$	~~156~~5,~~692~~269,689		$	~~13,484,309~~		$	~~11,620,074~~
Other comprehensive income (loss), net of tax:
Interest rate swaps		(~~255~~121,~~698~~103	)		~~(199~~230,~~217~~135	)		~~(391,709~~	)		~~(1,025,405~~	)
Defined benefit plans		(75,~~708~~814	)		11(7,~~893~~707	)		~~(23,121~~	)		~~35,679~~
OTHER COMPREHENSIVE LOSS, NET OF TAX		(263,406	)		(187,324	)		(414,830	)		(989,726	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		(126,917	)		222,428
COMPREHENSIVE INCOME (LOSS)	$	275,006		$	(30,632	)	$	13,069,479		$	10,630,348
COMPREHENSIVE INCOME	$	4,755,948		$	5,492,117

See notes to condensed consolidated financial statements.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

	Nine Months Ended June 30, 2025
	Three Months Ended December 31, 2025
	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance - September 30, 2024	$	51,249,495	$	47,988,270	$	7,572,439		$	1,326,571		$	108,136,775
Balance - September 30, 2025	$	51,691,540	$	49,311,486	$	12,288,032		$	261,732		$	113,552,790
Net income		—		—		54,~~269~~882,~~689~~865			—			54,~~269~~882,~~689~~865
Other comprehensive income		—		—		—			222,428			222,428
Other comprehensive loss		—		—		—			(126,917	)		(126,917	)
Cash dividends declared ($0.2075 per share)		—		—		(2,136,620	)		—			(2,136,620	)
Cash dividends declared ($0.2175 per share)		—		—		(2,260,801	)		—			(2,260,801	)
Net issuance of common stock (14,792 shares)		73,960		194,857		—			—			268,817
Net issuance of common stock (19,492 shares)		97,460		286,078		—			—			383,538
Balance - December 31, 2024	$	51,323,455	$	48,183,127	$	10,705,508		$	1,548,999		$	111,761,089
Balance - December 31, 2025	$	51,789,000	$	49,597,564	$	14,910,096		$	134,815		$	116,431,475
Net income		—		—		7,676,208			—			7,676,208
Other comprehensive loss		—		—		—			(373,852	)		(373,852	)
Cash dividends declared ($0.2075 per share)		—		—		(2,139,655	)		—			(2,139,655	)
Net issuance of common stock (45,194 shares)		225,970		683,463		—			—			909,433
Balance - March 31, 2025	$	51,549,425	$	48,866,590	$	16,242,061		$	1,175,147		$	117,833,223
Net income		—		—		538,412			—			538,412
Other comprehensive loss		—		—		—			(263,406	)		(263,406	)
Cash dividends declared ($0.2075 per share)		—		—		(2,142,544	)		—			(2,142,544	)
Net issuance of common stock (14,071 shares)		70,355		225,278		—			—			295,633
Balance - June 30, 2025	$	51,619,780	$	49,091,868	$	14,637,929		$	911,741		$	116,261,318

	Nine Months Ended June 30, 2024
	Three Months Ended December 31, 2024
	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance - September 30, 2023	$	50,076,270	$	44,430,786	$	3,972,280		$	2,253,289		$	100,732,625
Balance - September 30, 2024	$	51,249,495	$	47,988,270	$	7,572,439		$	1,326,571		$	108,136,775
Net income		—		—		5,~~019~~269,~~992~~689			—			5,~~019~~269,~~992~~689
Other comprehensive loss		—		—		—			(1,013,827	)		(1,013,827	)
Other comprehensive income		—		—		—			222,428			222,428
Cash dividends declared ($0.20 per share)		—		—		(2,032,679	)		—			(2,032,679	)
Cash dividends declared ($0.2075 per share)		—		—		(2,136,620	)		—			(2,136,620	)
Net issuance of common stock (44,367 shares)		221,835		616,657		—			—			838,492
Net issuance of common stock (14,792 shares)		73,960		194,857		—			—			268,817
Balance - December 31, 2023	$	50,298,105	$	45,047,443	$	6,959,593		$	1,239,462		$	103,544,603
Balance - December 31, 2024	$	51,323,455	$	48,183,127	$	10,705,508		$	1,548,999		$	111,761,089
Net income		—		—		6,443,390			—			6,443,390
Other comprehensive income		—		—		—			211,425			211,425
Cash dividends declared ($0.20 per share)		—		—		(2,036,221	)		—			(2,036,221	)
Net issuance of common stock (119,858 shares)		599,290		1,781,375		—			—			2,380,665
Balance - March 31, 2024	$	50,897,395	$	46,828,818	$	11,366,762		$	1,450,887		$	110,543,862
Net income		—		—		156,692			—			156,692
Other comprehensive loss		—		—		—			(187,324	)		(187,324	)
Cash dividends declared ($0.20 per share)		—		—		(2,038,956	)		—			(2,038,956	)
Net issuance of common stock (13,681 shares)		68,405		225,113		—			—			293,518
Balance - June 30, 2024	$	50,965,800	$	47,053,931	$	9,484,498		$	1,263,563		$	108,767,792

See notes to condensed consolidated financial statements.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	134,~~484~~882,~~309~~865		$	115,~~620~~269,~~074~~689
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		83,~~609~~071,~~472~~105			82,~~285~~843,~~761~~360
Cost of retirement of utility property		(~~381~~198,~~620~~684	)		(~~485~~109,~~165~~895	)
Stock-based compensation		~~560~~112,~~323~~734			~~595~~116,~~311~~613
Equity in earnings of unconsolidated affiliate		(2,427,470	)		(2,979,823	)
Equity in earnings of unconsolidated affiliates		(827,070	)		(854,213	)
Distributions from unconsolidated affiliate		2,658,656			—
Distribution from unconsolidated affiliate		753,496			801,816
Changes in assets and liabilities which provided cash, exclusive of changes and noncash transactions shown separately		5,769,346			20,028
Changes in assets and liabilities which used cash, exclusive of changes and noncash transactions shown separately		(6,714,586	)		(7,240,180	)
Net cash provided by operating activities		281,~~273~~079,~~016~~860			17827,~~056,186~~190
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility property		(155,~~739~~643,~~170~~552	)		(165,~~568~~748,~~542~~177	)
Investment in unconsolidated affiliates		(50542,~~894~~893	)		(817,~~743~~738	)
Proceeds from disposal of utility property		~~33,395~~725			3314,~~023~~452
Net cash used in investing activities		(156,~~756~~185,~~669~~720	)		(165,~~544~~751,~~262~~463	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of unsecured notes		1542,~~825,000~~894			10420,~~115,~~000
Repayments of notes payable		(2711,~~080,000~~504	)		(10380,~~175,~~000	)
Borrowings under line-of-credit		3616,~~287~~154,~~974~~794			3414,~~622~~486,~~405~~406
Repayments under line-of-credit		(428,~~462~~782,~~627~~639	)		(316,~~360~~616,~~152~~486	)
Debt issuance expenses		(1,312	)		(99,390	)
Proceeds from issuance of stock		383,538			268,817
Proceeds from issuance of stock		1,473,883			3,461,175
Cash dividends paid		(2,145,558	)		(2,050,286	)
Cash dividends paid		(6,326,561	)		(6,047,300	)
Net cash provided by financing activities		5,441,525			6,128,451
Net cash (used in) provided by financing activities		(11,283,643	)		516,738
NET INCREASE IN CASH AND CASH EQUIVALENTS		335,665			1,204,178
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,232,704			1,028,662
BEGINNING CASH AND CASH EQUIVALENTS		2,320,369			894,185
BEGINNING CASH AND CASH EQUIVALENTS		894,185			1,512,431
ENDING CASH AND CASH EQUIVALENTS	$	2,656,034		$	2,098,363
ENDING CASH AND CASH EQUIVALENTS	$	2,126,889		$	2,541,093
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	51,~~146~~898,~~549~~636		$	42,~~604~~024,~~431~~144
Income taxes		3,400,000			2,640,000

See notes to condensed consolidated financial statements.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	Basis of Presentation

Resources is an energy services company primarily engaged in the sale and distribution of natural gas. The condensed consolidated financial statements include the accounts of Resources and its wholly owned subsidiaries: Roanoke Gas and Midstream.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to fairly present Resources' financial position as of ~~June~~December 3031, 2025, cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, and the results of its operations, comprehensive income, and changes in stockholders' equity for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024. The results of operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 are not indicative of the results to be expected for the fiscal year ending September 30, ~~2025~~2026 as quarterly earnings are affected by the highly seasonal nature of the business and weather conditions generally result in greater earnings during the winter months.

The unaudited condensed consolidated financial statements and related notes are presented under the rules and regulations of the SEC. Pursuant to those rules, certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. Although the Company believes that the disclosures are adequate, the unaudited condensed consolidated financial statements and the related notes should be read in conjunction with the financial statements and notes contained in the Company’s Form 10-K for the year ended September 30, ~~2024~~2025. The September 30, ~~2024~~2025 consolidated balance sheet was included in the Company’s audited financial statements included in Form 10-K.

In August 2025, the Company obtained a commitment letter to refinance $53.6 million of Midstream debt that was maturing in fiscal 2026. See Note 7 for a discussion of this transaction. These actions have resolved the uncertainty that gave rise to the conditions that were disclosed last quarter under ASU 2014-15.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements contained in the Company's Form 10-K for the year ended September 30, ~~2024~~2025.

Certain amounts previously disclosed have been reclassified to conform to current year presentations.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

Recently Issued or Adopted Accounting Standards

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): - Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures. The new guidance isrequires ~~designed~~that toon ~~provide~~an ~~users~~annual ofbasis ~~financial~~public ~~statements~~business ~~with~~entities ~~improved~~disclose ~~reportable~~specific ~~segment~~categories ~~disclosures, primarily~~in ~~through~~the ~~enhanced~~rate ~~disclosures~~reconciliation ~~about~~table ~~significant segment expenses, other segment items~~ and ~~measures~~provide ofadditional ~~segment~~information ~~profit~~for orreconciling ~~loss~~items ~~used~~that bymeet ~~the~~a ~~chief~~quantitative ~~operating~~threshold ~~decision maker~~ (~~CODM). Additionally,~~items ~~the~~equal ~~new~~to ~~guidance~~or ~~requires~~greater athan ~~public~~5 ~~entity~~percent toof ~~provide~~the inamount ~~interim~~computed ~~periods~~by ~~all~~multiplying ~~disclosures~~pretax ~~about~~income ~~a reportable segment’s profit~~ or loss ~~and~~by ~~assets~~the ~~that~~applicable ~~are~~statutory ~~currently~~rate). The required ~~annually,~~disclosures ~~which~~will ~~the~~provide ~~Company~~more ~~currently~~granularity ~~discloses~~regarding onthe anpayment ~~interim~~of ~~basis. The~~income ~~new~~taxes ~~guidance~~to isfederal, ~~effective~~state ~~for~~and ~~the~~foreign ~~Company~~entities. ~~for~~The ~~fiscal~~Company ~~year beginning October~~does 1,not ~~2024~~expect ~~and~~certain ~~interim~~requirements ~~periods~~of ~~within~~this ~~fiscal~~ASU ~~year beginning October~~to 1,have ~~2025.~~a ~~The~~significant ~~Company~~impact ~~continues~~ to ~~refine~~ its ~~assessment~~current ~~of the~~disclosures ~~impact~~ as all of ~~the~~its ~~new~~operations ~~guidance~~are ondomestic ~~its~~and ~~financial~~reside ~~statement~~in ~~disclosures,~~two ~~and expects~~states. ~~the~~Changes ~~adoption~~to ofthe ~~this~~rate ~~standard~~reconciliation table will result in ~~expanded~~additional ~~disclosures~~disclosure. ~~within~~The ~~the~~new ~~segment~~guidance ~~reporting~~is ~~footnote,~~effective ~~specifically~~for ~~regarding~~ the ~~information~~Company for ~~provided~~annual toperiods ~~the~~beginning October ~~CODM and~~1, ~~how~~2025. ~~the~~The ~~CODM~~new ~~uses~~guidance ~~the~~is ~~information~~effective infor ~~assessing~~ the ~~performance~~Company ofthis ~~each~~fiscal ~~segment~~year end.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires that on an annual basis public business entities disclose specific categories in the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (items equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory rate). The required disclosures will provide more granularity regarding the payment of income taxes to federal, state and foreign entities. The Company does not expect certain requirements of this ASU to have a significant impact to its current disclosures as all of its operations are domestic and reside in two states. Changes to the rate reconciliation table will result in additional disclosure. The new guidance is effective for the Company for annual periods beginning October 1, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The new guidance requires public business entities to disclose certain additional detail about expenses including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense line items within continuing operations. The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. Such disclosures must be made on an annual and interim basis and integrated with existing disclosure requirements in a tabular format in the footnotes to the financial statements. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures: Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. The new guidance is effective for the Company for fiscal year beginning October 1, 2027 and interim periods within fiscal year beginning October 1, 2028. The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.

RGC RESOURCES, INC. AND SUBSIDIARIES

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The new guidance clarifies certain aspects of hedge accounting and addresses several incremental issues arising from the global reference rate reform initiative. The amendments expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions. The new guidance is effective for the Company for annual periods beginning October 1, 2027. The Company is currently assessing the impacts of the new guidance on its financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance makes targeted improvements to interim reporting disclosures, clarifying when guidance is applicable. A new principle was added to require entities to disclose material events that have occurred since the end of the last annual reporting period. The new guidance is effective for the Company for interim periods within fiscal year beginning October 1, 2028. The Company is currently assessing the impacts of the new guidance on its interim disclosures.

Other accounting standards that have been issued by the FASB, SEC or other standard-setting bodies are not currently applicable to the Company or are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

2.	Revenue

The Company assesses new contracts and identifies related performance obligations for promises to transfer distinct goods or services to the customer. Revenue is recognized when performance obligations have been satisfied. In the case of Roanoke Gas, the Company contracts with its customers for the sale and/or delivery of natural gas.

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RGC RESOURCES, INC. AND SUBSIDIARIES

The following tables summarize revenue by customer, product and income statement classification:

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Three Months Ended December 31, 2025

Three Months Ended December 31, 2024

Gas utility

Non utility

Total operating revenues

Gas utility

Non utility

Total operating revenues

Natural Gas (Billed and Unbilled):

Residential

818,~~677~~228,~~898~~002

—

818,~~677~~228,~~898~~002

715,~~333~~821,~~332~~884

—

715,~~333~~821,~~332~~884

Commercial

610,~~284~~543,~~281~~429

—

610,~~284~~543,~~281~~429

49,~~706~~244,~~086~~995

—

49,~~706~~244,~~086~~995

Transportation and interruptible

1,~~472~~515,~~948~~581

—

1,~~472~~515,~~948~~581

1,~~317~~505,~~890~~703

—

1,~~317~~505,~~890~~703

Other

~~148~~267,~~576~~281

25,~~065~~327

~~173~~292,~~641~~608

~~168~~245,~~514~~811

26,~~823~~282

~~195~~272,~~337~~093

Total contracts with customers

1630,~~583~~554,~~703~~293

25,~~065~~327

1630,~~608~~579,~~768~~620

1326,~~525~~818,~~822~~393

26,~~823~~282

1326,~~552~~844,~~645~~675

Alternative revenue programs

~~655~~(319,~~847~~152

)

—

~~655~~(319,~~847~~152

)

~~905~~444,~~557~~811

—

~~905~~444,~~557~~811

Total operating revenues

1730,~~239~~235,~~550~~141

25,~~065~~327

1730,~~264~~260,~~615~~468

1427,~~431~~263,~~379~~204

26,~~823~~282

1427,~~458~~289,~~202~~486

	Nine Months Ended June 30, 2025						Nine Months Ended June 30, 2024
	Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues
Natural Gas (Billed and Unbilled):
Residential	$	47,091,604	$	—	$	47,091,604	$	40,001,039	$	—	$	40,001,039
Commercial		27,740,237		—		27,740,237		22,946,163		—		22,946,163
Transportation and interruptible		4,454,693		—		4,454,693		4,047,151		—		4,047,151
Other		547,686		77,508		625,194		653,571		81,366		734,937
Total contracts with customers		79,834,220		77,508		79,911,728		67,647,924		81,366		67,729,290
Alternative revenue programs		1,104,470		—		1,104,470		3,807,640		—		3,807,640
Total operating revenues	$	80,938,690	$	77,508	$	81,016,198	$	71,455,564	$	81,366	$	71,536,930

Gas utility revenues

Substantially all of Roanoke Gas' revenues are derived from rates authorized by the SCC through its tariffs. Based on its evaluation, the Company has concluded that these tariff-based revenues fall within the scope of ASC 606~~, Revenue from Contracts with Customers~~. Tariff rates represent the transaction price. Performance obligations include the procurement and transportation of natural gas through the Company's distribution system to customers. The delivery of natural gas to customers results in the satisfaction of the Company’s respective performance obligations over time.

All customers are billed monthly based on consumption as measured by metered usage with payments due 20 days from the rendering of the bill. Revenue is recognized as bills are issued for natural gas that has been delivered or transported. In addition, the Company utilizes the practical expedient that allows an entity to recognize the invoiced amount as revenue, if that amount corresponds to the value received by the customer. Since customers are billed tariff rates, there is no variable consideration in the transaction price.

Unbilled revenue is included in residential and commercial revenues in the preceding table. Natural gas consumption is estimated for the period subsequent to the last billed date and up through the last day of the month. Estimated volumes and approved tariff rates are utilized to calculate unbilled revenue. The following month, the unbilled estimate is reversed, the actual usage is billed and a new unbilled estimate is calculated. The Company obtains metered usage for transportation and interruptible customers at the end of each month, thereby eliminating any unbilled consideration for these rate classes.

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RGC RESOURCES, INC. AND SUBSIDIARIES

Other revenues

Other revenues primarily consist of miscellaneous fees and charges, utility-related revenues not directly billed to utility customers and billings for non-utility activities. Customers are invoiced monthly based on services provided for these activities. The Company utilizes the practical expedient allowing revenue to be recognized based on invoiced amounts. The transaction price is based on a contractually predetermined rate schedule; therefore, the transaction price represents total value to the customer and no variable price consideration exists.

Alternative revenue program revenues

ARPs, which fall outside the scope of ASC 606, are SCC-approved mechanisms that allow for the adjustment of revenues for certain broad, external factors, or for additional billings if the entity achieves certain performance targets. The Company's ARPs include its WNA, which adjusts revenues for the effects of weather temperature variations as compared to the 30-year average; the SAVE Plan over/under collection mechanism, which adjusts revenues for the differences between SAVE Plan revenues billed to customers and the ~~revenue~~revenues earned, as calculated based on the timing and extent of infrastructure replacement completed during the period; and the RNG over/under collection mechanism, which adjusts revenues similar to the SAVE Plan, but is calculated based on the timing and costs associated with owning, operating and maintaining the RNG facility. These amounts are ultimately collected from, or returned to, customers through future rate changes as approved by the SCC.

Customer accounts receivable and liabilities

Accounts receivable, as reflected in the condensed consolidated balance sheets, includes both billed and unbilled customer revenues, as well as amounts that are not related to customers. The asset and liability balances associated with customers are provided below:

	Current Assets				Current Liabilities
	Trade accounts receivable(1)		Unbilled revenue(1)		Customer credit balances			Customer deposits
Balance at September 30, 2024	$	3,080,140	$	1,294,798	$	1,915,859		$	1,488,113
Balance at September 30, 2025	$	3,354,154	$	1,373,512	$	1,891,161		$	1,537,311
Balance at June 30, 2025		4,723,496		1,341,438		1,013,910			1,492,550
Balance at December 31, 2025		8,829,688		7,420,721		1,753,729			1,842,355
Increase (decrease)	$	15,~~643~~475,~~356~~534	$	466,~~640~~047,209	$	(~~901~~137,~~949~~432	)	$	4305,~~437~~044

⁽¹⁾ Included in accounts receivable in the condensed consolidated balance sheet. Amounts shown net of reserve for credit losses.

The Company did not incur any significant costs to obtain contracts during the period. Certain customers elect to pay even amounts monthly, giving rise to assets and liabilities presented in the table above. All amounts clear annually.

3.	Segment Information

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company's executive management in deciding how to allocate resources and assess performance. The Company ~~uses~~has ~~operating~~two ~~income~~reportable ~~and~~segments ~~equity~~based inon ~~earnings~~the tonature ~~assess~~of ~~segment~~their ~~performance.~~activities and are defined as follows:

Intersegment transactions are recorded at cost.

The reportable segments disclosed herein are defined as follows:

Gas Utility - The natural gas segment of the Company generates revenue from its tariff rates and other regulatory mechanisms through which it provides the sale and distribution of natural gas to its residential, commercial and industrial customers.

Investment in Affiliates - The investment in affiliates segment reflects the income generated through the activities of the Company's investment in the LLC.

10 In order to reconcile to net income as disclosed in the consolidated statements of income, "Corporate and other" rows are included below associated with certain unallocated expenses that represent corporate reporting adjustments.

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RGC RESOURCES, INC. AND SUBSIDIARIES

The accounting policies of the reported segments are the same as those described in Note 1 to the consolidated financial statements contained in the Company's Form 10-K for the year ended September 30, 2025. Information is routinely presented to the CODM, the Company's President and Chief Executive Officer, in a manner that makes significant elements of profitability and cash flows of each segment easily discernible. The CODM evaluates the performance of the reportable segments based on the Gas Utility's operating income (loss) and the Investment in Affiliates' equity in earnings, as well as cash flows, and uses these measures to evaluate segment performance and allocate resources, primarily during the annual budget and forecasting processes. The CODM regularly reviews variances between budgeted and actual results in assessing earnings, operational performance, and allocating resources including personnel and capital allocations that affect each reportable segment. When the CODM reviews balance sheet information, it is at the consolidated level. Intersegment transactions are recorded at cost.

Information related to the Company's segments are provided below:

	Gas Utility		Investment in Affiliates			Consolidated Total
Three Months Ended June 30, 2025
Three Months Ended December 31, 2025
Operating revenues	$	1730,~~239~~235,~~550~~141	$	—		$	1730,~~239~~235,~~550~~141
Corporate and other		—		—			25,~~065~~327
Total revenues		1730,~~239~~235,~~550~~141		—			1730,~~264~~260,~~615~~468
Depreciation and amortization		2,909,344		—			2,909,344
Cost of gas - utility		14,581,615		—			14,581,615
Operating income (loss)		1,219,977		(43,691	)		1,176,286
Operations and maintenance		5,183,624		38,857			5,222,481
Corporate and other		—		—			20,274
Taxes other than income taxes		829,440		618			830,058
Total operating income (loss)		1,219,977		(43,691	)		1,196,560
Depreciation and amortization		3,071,105		—			3,071,105
Equity in earnings		—		772,082			772,082
Corporate and other		—		—			4,872
Interest expense		822,022		690,732			1,512,754
Total operating income (loss)		6,569,357		(39,475	)		6,550,337
Income before income taxes		640,938		38,676			679,614
Equity in earnings		—		827,070			827,070
Corporate and other		—		—			20,274
Interest expense		1,044,907		626,243			1,671,150
Total income before income taxes	$	640,938	$	38,676		$	699,888
Income before income taxes		6,010,484		180,307			6,190,791
Corporate and other		—		—			20,455
Total income before income taxes	$	6,010,484	$	180,307		$	6,211,246

	Gas Utility		Investment in Affiliates			Consolidated Total
Three Months Ended June 30, 2024
Three Months Ended December 31, 2024
Operating revenues	$	1427,~~431~~263,~~379~~204	$	—		$	1427,~~431~~263,~~379~~204
Corporate and other		—		—			26,~~823~~282
Total revenues		1427,~~431~~263,~~379~~204		—			1427,~~458~~289,~~202~~486
Depreciation and amortization		2,697,707		—			2,697,707
Cost of gas - utility		11,702,709		—			11,702,709
Operating income (loss)		1,574,375		(37,692	)		1,536,683
Operations and maintenance		4,653,956		34,715			4,688,671
Corporate and other		—		—			20,910
Taxes other than income taxes		721,903		473			722,376
Total operating income (loss)		1,574,375		(37,692	)		1,557,593
Depreciation and amortization		2,843,360		—			2,843,360
Equity in earnings		—		282,604			282,604
Corporate and other		—		—			4,349
Interest expense		868,000		699,093			1,567,093
Total operating income (loss)		7,341,276		(35,188	)		7,328,021
Income before income taxes		637,332		(454,462	)		182,870
Equity in earnings		—		854,213			854,213
Corporate and other		—		—			20,885
Interest expense		1,032,409		747,521			1,779,930
Total income before income taxes	$	637,332	$	(454,462	)	$	203,755
Income before income taxes		6,781,658		72,049			6,853,707
Corporate and other		—		—			21,933
Total income before income taxes	$	6,781,658	$	72,049		$	6,875,640

1110

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RGC RESOURCES, INC. AND SUBSIDIARIES

	Gas Utility		Investment in Affiliates			Consolidated Total
Nine Months Ended June 30, 2025
As of December 31, 2025:
Operating revenues	$	80,938,690	$	—		$	80,938,690
Assets	$	305,806,756	$	22,319,815		$	328,126,571
Corporate and other		—		—			7712,~~508~~917,162
Total revenues		80,938,690		—			81,016,198
Total assets		305,806,756		22,319,815			341,043,733
Depreciation and amortization		8,609,472		—			8,609,472
Gross additions to utility property		5,643,552		—			5,643,552
Operating income (loss)		18,978,672		(117,099	)		18,861,573
Gross investment in affiliates	$	—	$	542,893		$	542,893
Corporate and other		—		—			62,950
Total operating income (loss)		18,978,672		(117,099	)		18,924,523
Equity in earnings		—		2,427,470			2,427,470
Interest expense		2,796,978		2,125,981			4,922,959
Income before income taxes		17,360,579		186,474			17,547,053
Corporate and other		—		—			62,950
Total income before income taxes	$	17,360,579	$	186,474		$	17,610,003

	Gas Utility		Investment in Affiliates			Consolidated Total
Nine Months Ended June 30, 2024
As of September 30, 2025:
Operating revenues	$	71,455,564	$	—		$	71,455,564
Assets	$	291,571,159	$	21,679,154		$	313,250,313
Corporate and other		—		—			8116,~~366~~589,253
Total revenues		71,455,564		—			71,536,930
Total assets		291,571,159		21,679,154			329,839,566
Depreciation and amortization		8,093,121		—			8,093,121
Gross additions to utility property		20,730,140		—			20,730,140
Operating income (loss)		16,884,683		(106,380	)		16,778,303
Gross investment in affiliates	$	—	$	76,385		$	76,385
Corporate and other		—		—			61,036
Total operating income (loss)		16,884,683		(106,380	)		16,839,339
Equity in earnings		—		2,979,823			2,979,823
Interest expense		2,748,741		2,021,238			4,769,979
Income before income taxes		14,277,365		851,777			15,129,142
Corporate and other		—		—			60,965
Total income before income taxes	$	14,277,365	$	851,777		$	15,190,107

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RGC RESOURCES, INC. AND SUBSIDIARIES

	Gas Utility		Investment in Affiliates		Consolidated Total
As of June 30, 2025:
Assets	$	285,220,121	$	21,557,941	$	306,778,062
Corporate and other		—		—		17,979,931
Total assets		285,220,121		21,557,941		324,757,993
Gross additions to utility property		15,739,170		—		15,739,170
Gross investment in affiliates	$	—	$	50,894	$	50,894

	Gas Utility		Investment in Affiliates		Consolidated Total
As of September 30, 2024:
Assets	$	280,508,989	$	21,324,361	$	301,833,350
Corporate and other		—		—		18,865,873
Total assets		280,508,989		21,324,361		320,699,223
Gross additions to utility property		22,094,406		—		22,094,406
Gross investment in affiliates	$	—	$	18,258	$	18,258

4.	Rates and Regulatory Matters

The SCC exercises regulatory authority over the natural gas operations of Roanoke Gas. Such regulation encompasses terms, conditions and rates to be charged to customers for natural gas service, safety standards, service extension and depreciation.

In response to continued inflationary pressures, Roanoke Gas filed a general rate application ~~with the SCC~~ on February 2, 2024 with the SCC seeking to increase its ~~annual~~ non-gas base rates by $4.33 million and its permitted return on equity from 9.44% to 10.35% reflecting its higher cost of capital, including higher interest expense. The SCC permitted the Company to implement its new rates on an interim basis for customer billings on or after July 1, 2024, subject to refund. On October 16, 2024, the Company reached a settlement with the SCC staff on all outstanding issues in the case. Under the terms of the settlement, the Company agreed to an annual incremental revenue requirement increase of $4.08 million based on a return on equity of 9.90%. On April 10, 2025, the SCC issued a final order approving the settlement agreement in its entirety. Refunds for the difference in amounts that were billed based on interim and settlement rates, which had previously been accrued, were made to customers in May 2025.

On ~~May~~December 302, 2025, ~~Roanoke~~the ~~Gas~~Company filed for ~~approval~~an ofexpedited anrate ~~updated~~application ~~RNG~~with ~~Rider~~ the SCC to ~~become~~increase ~~effective~~non-gas base rates by $4.3 million annually. Pursuant to the Commission’s ~~October~~December 129, 2025~~. The~~ ~~revenue~~Order ~~requirement~~for ~~associated~~Notice ~~with~~and Comment, the ~~proposed~~new ~~RNG~~base ~~Rider~~rates iswent ~~$1.66~~into ~~million,~~effect ~~offset~~for byservices ~~the~~rendered ~~sale~~on ofor ~~environmental~~after January ~~credits~~1, ~~the~~2026, ~~recovery~~subject ofto ~~under~~refund. The ~~recovery~~SCC's review of ~~costs~~Roanoke ~~during~~Gas' ~~the~~filing ~~prior~~is ~~fiscal~~underway ~~year~~ and ~~the~~a ~~over~~hearing ~~crediting~~has ofbeen ~~customers~~set for July ~~RIN~~15, ~~sales~~2026. ~~The~~ Based on the procedural schedule established in the Commission’s Order, the Company expects afinal ~~decision~~resolution ~~from~~of the ~~SCC~~case in ~~September~~ ~~2025~~the first quarter of fiscal 2027.

On ~~June~~May 30, 2025, Roanoke Gas filed for approval of an updated ~~annual~~RNG ~~SAVE~~ Rider ~~rate~~ to become effective October 1, 2025. The ~~proposed~~RNG ~~SAVE~~ Rider isrecovers ~~based~~costs onassociated anwith ~~estimated~~the ~~$10.33~~RNG ~~million~~facility ofto ~~SAVE~~produce ~~eligible~~renewable ~~investment~~natural ~~during~~gas ~~fiscal~~that ~~2026 and~~was aapproved by the SCC in 2022. The revenue requirement ofassociated with the RNG Rider is $21.6466 million,. The impact ~~inclusive~~to ofcustomers ~~the~~is ~~adjustment~~affected ~~for~~ by the under-recovered costs ~~incurred~~ during the prior fiscal year~~. The~~, ~~updated~~the ~~SAVE~~sale ~~Rider~~of ~~also~~environmental ~~reflects~~credits and the ~~cost~~over crediting of ~~capital~~customers ~~approved~~for byRIN ~~the~~sales, ~~Commission~~resulting in ~~its April~~a ~~10,~~net ~~2025~~impact ~~Rate~~to ~~Case~~customers of ~~Final~~approximately ~~Order~~$699,000. The Company ~~expects~~received a ~~decision~~final order from the SCC inapproving the Company's updated RNG Rider on September 26, 2025.

13 On June 30, 2025, Roanoke Gas filed for approval of an updated annual SAVE Rider to become effective October 1, 2025. The proposed SAVE Rider revenue requirement of $2.64 million is designed to recover the costs associated with an estimated $10.33 million of SAVE eligible investment during fiscal 2026. The revenue requirement also included an adjustment for under-recovered costs incurred during the prior year. The Commission approved the Company’s updated SAVE Rider on September 26, 2025, which contained a slightly lower revenue requirement of $2.61 million.

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RGC RESOURCES, INC. AND SUBSIDIARIES

5.	Other Investments

Midstream ~~owns~~has ainvested less than 1% ~~equity~~in ~~investment~~the inequity interests of the LLC that owns and operates the MVP, Southgate and Boost. The Company accounts for its interest in the LLC under the equity method of accounting given the LLC maintains specific ownership accounts for each investor, and also considering the Company's rights under the LLC management agreement~~. The~~ ~~Company~~and ~~has been using~~ the ~~equity~~Company's ~~method~~involvement ~~since~~as ~~the~~a ~~inception~~stakeholder of ~~its investment in fiscal 2016. Following receipt of authorization from~~ the ~~FERC, the~~ MVP ~~entered commercial operation on June 14, 2024 and became available for interruptible or short-term firm transportation service~~. ~~On July~~The 1,Company ~~2024,~~has ~~the~~been ~~MVP~~using ~~commenced long-term firm capacity obligations. Midstream is also a less than 1% investor, accounted for under~~ the ~~cost~~equity method, insince ~~Southgate, which is in~~ the ~~design~~inception ~~and permitting phase. Completion~~ of ~~the~~its ~~Southgate~~investment in ~~project~~fiscal ~~is targeted for 2028~~2016.

~~AFUDC~~The ~~attributable~~Company participates in the earnings of the LLC proportionate to ~~MVP~~its ~~construction~~level ~~was~~of ~~recognized~~investment, favorably ~~during~~adjusted for a basis difference between the ~~prior~~Company's ~~year~~capital account and isits ~~included~~carrying value that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. This basis difference amortization is a favorable non-cash adjustment to income over the book life of the MVP, which is 40 years. The Company's share of earnings from the LLC and the basis difference amortization are presented under equity in earnings of unconsolidated ~~affiliate~~affiliates inon the ~~tables~~condensed ~~below~~consolidated statements of income. ~~AFUDC~~The ~~ceased~~Company ~~in June~~received ~~2024~~a ~~when~~quarterly ~~MVP~~cash distribution of ~~went~~approximately ~~into~~$753,000 ~~commercial~~and ~~operation~~$800,000 from the LLC during the first quarter of fiscal 2026 and 2025, respectively, and expects future quarterly distributions to be of a similar magnitude to those received to date.

~~The~~Midstream ~~Company~~assesses ~~participates in~~ the ~~earnings of the LLC proportionate to its level of investment, favorably adjusted for a basis difference between the Company's capital account and its carrying~~ value ~~that arose when the Company recorded an other-than-temporary impairment~~ of its investment in ~~2022. This~~the ~~basis~~LLC ~~difference~~on ~~amortization~~at isleast a ~~favorable~~quarterly ~~non-cash adjustment to income over the book life of the MVP~~basis, ~~which is 40 years. The Company's share of earnings from the LLC~~ and ~~the~~no ~~basis~~impairment ~~difference~~indicators ~~amortization~~were ~~are~~identified ~~presented under equity~~ in earnings of unconsolidated affiliate on the condensed consolidated statements of income. The Company received three quarterly cash distributions totaling approximately $2.7 million from the LLC during the first nine months of fiscal ~~2025 and~~2026 ~~expects~~or ~~future quarterly distributions to be of a similar magnitude to those received to date~~2025.

~~Midstream~~Investment ~~assesses~~balances ~~the value~~ of ~~its~~combined ~~investment~~MVP, inincluding ~~the~~Southgate ~~LLC~~and onBoost, atas ~~least~~of December ~~a quarterly basis~~31, 2025 and September no30, ~~impairment~~2025, ~~indicators~~are ~~were~~reflected ~~identified~~ in ~~fiscal~~the ~~2025~~table ~~or 2024.~~below:

Investment balances of MVP and Southgate, as of June 30, 2025 and September 30, 2024, are reflected in the table below:

Balance Sheet location:	December 31, 2025		September 30, 2025
Other Assets:
MVP	$	20,601,416	$	20,538,437
Southgate		219,625		185,260
Boost		519,123		—
Investment in unconsolidated affiliates	$	21,340,164	$	20,723,697

Balance Sheet location:	June 30, 2025		September 30, 2024
Other Assets:
MVP	$	20,717,161	$	20,948,347
Southgate		159,769		108,875
Investment in unconsolidated affiliates	$	20,876,930	$	21,057,222

The change in the investment in unconsolidated affiliates is provided below:

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024
Cash investment	$	50542,~~894~~893		$	817,~~743~~738
Equity in earnings of unconsolidated affiliate		2,427,470			2,979,823
Change in accrued capital calls		—			6,629
Distribution from unconsolidated affiliate		(2,658,656	)		—
Equity in earnings of unconsolidated affiliates		827,070			854,213
Change in investment in unconsolidated affiliates	$	(180,292	)	$	2,988,566
Distribution from unconsolidated affiliate		(753,496	)		(801,816	)
Change in investment in unconsolidated affiliates	$	616,467		$	76,764

1412

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Summary combined unaudited financial statements of MVP, ~~are presented below.~~ Southgate ~~financial~~and ~~statements, which~~ Boost are ~~accounted~~presented ~~for under the cost method, are not included~~below.

Income Statements

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

Revenue

~~139~~141,~~410~~834,~~586~~527

3140,~~723~~057,~~469~~960

~~424,079,412~~

~~3,723,469~~

Operating expenses

(7574,~~210~~369,~~039~~073

)

(1069,~~822~~977,~~325~~209

)

~~(221,547,701~~

)

~~(10,822,325~~

)

AFUDC

453,~~553~~259,126

3826,~~815,497~~478

~~111,088~~

~~343,916,298~~

Other income, net

1954,~~612,418~~533

1,~~899~~851,~~904~~060

~~4,989,603~~

~~7,799,966~~

Net income

6571,~~858~~679,~~518~~113

3371,~~616~~958,~~545~~289

~~207,632,402~~

~~344,617,408~~

	Balance Sheets
	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Assets:
Current assets	$	~~229~~131,~~791~~508,~~783~~636	$	~~263~~173,~~966~~283,~~727~~635
Construction work in progress		—130,245,187		~~1,568,267~~—
Property, plant and equipment, net		9,~~448~~411,~~500~~694,~~810~~375		9,~~522~~418,~~815~~928,~~742~~665
Other assets		840,~~963~~715,~~640~~805		131,~~732~~789,~~299~~092
Total assets	$	9,~~687~~714,~~256~~164,~~233~~003	$	9,~~802~~594,~~083~~001,~~035~~392
Liabilities and Equity:
Current liabilities	$	6927,~~667~~514,~~426~~903	$	~~168~~40,~~645~~148,~~751~~017
Noncurrent liabilities		14,~~120~~629,~~286~~199		681,~~965~~084,072
Capital		9,~~616~~682,~~468~~019,~~521~~901		9,~~633~~552,~~368~~769,~~319~~303
Total liabilities and equity	$	9,~~687~~714,~~256~~164,~~233~~003	$	9,~~802~~594,~~083~~001,~~035~~392

6.	Line of Credit

The Company had been operating with ana ~~unsecured~~line-of-credit ~~Revolving Note~~ in the principal amount of $25 million that it renewed annually each March. On March 31, 2025, Roanoke Gas amended its ~~Revolving Note~~ line-of-credit to increase the principal amount to $30 million and extend the maturity date to March 31, 2027. The ~~Revolving Note~~line-of-credit's variable interest rate is based upon Term SOFR plus 1.25% and provides for multiple tier borrowing limits to accommodate seasonal borrowing demands. ~~Other key terms and requirements of the Revolving Note were retained.~~ The Company's total available borrowing limits during the term of the ~~Revolving~~line-of-credit ~~Note~~ range from $20 million to $30 million. As of ~~June~~December 3031, 2025, the Company had an outstanding balance of $419,~~991~~288,~~528~~ 915 under the ~~Revolving Note~~line-of-credit.

~~7. Long-Term Debt~~ 13

On March 6, 2024, Midstream entered into the Sixth Amendment to Credit Agreement and related Promissory Notes on the non-revolving credit facility. The Sixth Amendment revised the interest rate from Term SOFR plus 2.00% to Term SOFR plus 2.00% subject to adjustment to Term SOFR plus 1.75% and Term SOFR plus 1.55% upon meeting certain milestones. The Sixth Amendment also consolidated the Promissory Notes to one Promissory Note with one lender, increased the available non-revolving credit facility to $25 million, and extended the maturity date to December 31, 2025. All other terms and requirements remained unchanged.

On May 2, 2024, Midstream established a new $9 million revolving credit facility. The interest rate on the borrowings under the facility is Daily Simple SOFR plus 2.215%; the arrangement included a 0.40% upfront fee and 0.125% unused line fee. The facility matures on May 2, 2026.

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RGC RESOURCES, INC. AND SUBSIDIARIES

~~On May~~7. ~~29,~~Long-Term ~~2024, Midstream paid in full the $9 million note payable that was set to mature June 1, 2024 with proceeds from the new credit facility.~~Debt

On March 6, 2024, Midstream amended and restated its $8 million Term Note. The amendment suspended quarterly principal payments beginning April 1, 2024 through January 1, 2025. Principal payments began again on April 1, 2025. All other terms and requirements of the Term Note were retained. The interest rate swap related to the $8 million Term Note was not amended on March 6, 2024.

Long-term debt consists of the following:

	June 30, 2025					September 30, 2024
	December 31, 2025					September 30, 2025
	Principal			Unamortized Debt Issuance Costs		Principal			Unamortized Debt Issuance Costs
Roanoke Gas:
Unsecured senior note payable at 4.26%, due September 18, 2034	$	30,500,000		$	8984,~~300~~473	$	30,500,000		$	9686,~~541~~887
Unsecured term note payable at 3.58%, due October 2, 2027		8,000,000			108,~~836~~428		8,000,000			149,~~448~~632
Unsecured term note payable at 4.41%, due March 28, 2031		10,000,000			1816,~~013~~446		10,000,000			2017,~~362~~229
Unsecured term note payable at 3.60%, due December 6, 2029		10,000,000			1514,~~852~~091		10,000,000			1814,~~494~~971
Unsecured term note payable at 30-day SOFR plus 1.20%, due August 20, 2026 (swap rate at 2.00%)		15,000,000			—		15,000,000			—
Unsecured term note payable at Term SOFR plus 1.00%, due October 1, 2028 (swap rate at 2.49%)		10,000,000			2320,~~031~~526		10,000,000			2722,~~044~~612
Midstream:
Unsecured term note payable at Term SOFR plus 1.55%, due December 31, 2025		25,000,000			12,919		24,855,000			32,299
Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 ($14M swap rate at 3.24%, $3.6M swap rate at 2.443%, and $20.5M swap rate at 5.061%)		38,087,611			159,453		38,600,000			171,362
Unsecured term note payable at Daily Simple SOFR plus 1.26448%, due June 12, 2026 (swap rate at 3.24%)		14,000,000			2,408		14,000,000			4,213
Unsecured term note payable at Term SOFR plus 1.55%, due September 5, 2032 (swap rate at 5.061%)		14,800,885			61,963		15,000,000			66,592
Unsecured term note payable at Daily Simple SOFR plus 1.26448%, due January 1, 2028 with quarterly principal installments of $400,000 that began April 1, 2023, were suspended April 1, 2024, and resumed April 1, 2025 (swap rate at 2.443% on designated principal)		6,000,000			16,378		6,400,000			21,406
Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Southgate")		27,985			5,271		4,215			5,553
Revolving credit facility at Daily Simple SOFR plus 2.215%, due May 2, 2026		9,000,000			24,887		9,000,000			47,285
Revolving credit facility at Term SOFR plus 1.75%, due September 5, 2030 ("Boost")		519,124			10,399		—			10,956
Total long-term debt		~~137~~136,~~500~~935,~~000~~605			~~213~~381,~~624~~050		137,~~755~~104,~~000~~215			~~282~~405,~~092~~794
Less: current maturities of long-term debt		(217,~~534~~846,~~514~~018	)		—		(~~800~~2,~~000~~846,018	)		—
Total long-term debt, net current maturities	$	~~134~~119,~~965~~089,~~486~~587		$	~~213~~381,~~624~~050	$	~~136~~134,~~955~~258,~~000~~197		$	~~282~~405,~~092~~794

~~Debt~~On September ~~issuance~~5, ~~costs~~2025, ~~are~~Midstream ~~amortized~~established ~~over~~new amortizing Term Notes with two banks in the ~~life~~initial amounts of ~~the~~$38.6 ~~related~~million and $15 million, which refinanced and replaced all of Midstream's outstanding debt. The Asinterest ~~of June~~rate ~~30,~~on ~~2025~~the new Term Notes is one month Term SOFR plus 1.55% with interest payable monthly. The Term Notes also included a 0.3% origination fee and 0.1% annual fee. ~~September~~Quarterly 30principal payments will be due each October, January, April ~~2024~~and July, ~~the~~and ~~Company~~repayment ~~also~~terms ~~had~~are anbased ~~unamortized~~on ~~loss~~a onschedule ~~the~~aligned ~~early~~with ~~retirement~~the terms of ~~debt~~the ofMVP $1shipper agreements,~~056,231~~ which expire June 2044. The Term Notes mature ~~and~~on September $15,~~141~~ 2032. Also,~~872~~ on September 5, ~~respectively~~2025, Midstream executed two interest rate swap agreements initially totaling $35.6 million, which ~~has~~corresponds ~~been~~to ~~deferred~~the asterm aand ~~regulatory~~draw ~~asset~~provisions of the Term Note agreement and iseffectively ~~being~~converts ~~amortized~~that ~~over~~portion of the variable rate note to a ~~20-year~~fixed ~~period~~rate instrument with an effective annual interest rate of 5.061%. The two existing interest rate swaps will remain in place, have been redesignated, and when combined with the new interest rate swap agreements, hedged Midstream's unsecured notes.

~~All~~Additionally, ~~debt~~on September ~~agreements set forth certain representations~~5, ~~warranties and covenants to which the Company is subject~~2025, ~~including~~Midstream ~~financial~~entered ~~covenants~~into ~~that~~a ~~limit~~Loan ~~consolidated~~Agreement ~~long-term~~for ~~indebtedness to not more than 65% of total capitalization. All of~~ the ~~debt~~MVP ~~agreements~~Southgate ~~provide~~extension ~~for~~and ~~Priority~~MVP ~~Indebtedness~~Boost expansion ~~(defined~~that incan ~~the~~be ~~debt~~drawn ~~agreements)~~ to ~~not~~principal ~~exceed~~amounts ~~15%~~ of ~~consolidated total assets~~$1. ~~The~~85 ~~$15~~ million and $103.65 million, ~~notes~~respectively, ~~as well as~~ (the ~~line-of-credit,~~"Notes"). The ~~have~~Notes bear an interest ~~coverage~~rate ~~ratio requirement~~ of ~~not~~Term ~~less~~SOFR ~~than~~ plus 1.575% subject to 1,adjustment ~~which~~to ~~excludes~~Term ~~the~~SOFR ~~effect~~plus of1.55% ~~the~~upon ~~non-cash~~meeting ~~impairments~~certain onmilestones. The ~~the~~Notes ~~LLC~~mature ~~investments up to the total investment as of~~on ~~December~~September 315, ~~2021~~2030, asat ~~revised~~which bytime the ~~Seventh~~outstanding ~~Amendment~~principal tobalance ~~the~~on ~~Credit~~each ~~Agreement. The~~note $9is ~~million revolving line of credit facility also has an interest coverage ratio requirement of not less than 1~~due.~~5 to 1.~~ The ~~Company~~Loan ~~was~~Agreement inincluded ~~compliance~~a ~~with~~0.25% ~~all~~origination ~~debt covenants as of June 30, 2025 and September 30, 2024~~fee.

16 Debt issuance costs are amortized over the life of the related debt. As of December 31, 2025 and September 30, 2025, the Company also had an unamortized loss on the early retirement of debt of $999,138 and $1,027,684, respectively, which has been deferred as a regulatory asset and is being amortized over a 20-year period.

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RGC RESOURCES, INC. AND SUBSIDIARIES

~~Subsequent~~All todebt ~~the~~agreements ~~end~~set offorth ~~the~~certain ~~quarter~~representations, ~~the~~warranties ~~Company~~and ~~entered~~covenants ~~into~~to awhich ~~firm~~the ~~letter~~Company ofis ~~commitment~~subject, ~~with~~including ~~two~~financial ~~banks~~covenants that ~~will~~limit ~~refinance Midstream-related~~consolidated ~~debt totaling $53.6 million. The note will have a seven~~long-~~year~~ term ~~and~~indebtedness anto ~~interest~~not ~~rate~~more ofthan ~~SOFR~~65% ~~plus~~of 1total capitalization.~~55%.~~ InAll ~~addition~~of tothe ~~interest,~~debt ~~Midstream~~agreements ~~will~~provide ~~repay~~for ~~principal~~Priority ~~based~~Indebtedness on(defined ain ~~schedule aligned with~~ the ~~shipper~~debt ~~contracts~~agreements) atto ~~MVP~~not ~~which~~exceed ~~will~~15% ~~expire~~of ~~in June~~consolidated ~~2044~~total assets. The ~~note~~$15 ismillion, $10 ~~guaranteed~~million, by$53.6 ~~RGC Resources~~million, ~~Inc~~$1.,85 million and ~~there is a 30 basis point origination fee~~$3. ~~Covenants~~65 ~~are~~million notes ~~similar~~have toan interest ~~those~~coverage ~~that~~ratio ~~exist~~requirement onof ~~Midstream's~~not ~~outstanding~~less ~~debt~~than 1. As5 ato ~~result~~1, ofwhich ~~this~~excludes ~~firm~~the ~~commitment~~effect ~~letter,~~of the ~~Company~~non-cash ~~has~~impairments ~~reflected~~on ~~only~~the ~~$2.5~~LLC ~~million~~investments ofup ~~long-term~~to ~~debt as current on~~ the ~~balance~~total ~~sheet~~investment as of ~~June~~December 3031, ~~2025~~2021. The asCompany itwas ~~now~~in ~~has~~compliance ~~the~~with ~~intent~~all ~~and~~debt ~~ability~~covenants toas ~~refinance the existing maturities.~~of ~~The~~December ~~Company~~31, ~~expects~~2025 toand September ~~finalize~~30, ~~the arrangement in the fourth quarter~~2025.

8.	Derivatives and Hedging

The Company’s hedging and derivative policy allows management to enter into derivatives for the purpose of managing the commodity and financial market risks of its business operations, including the price of natural gas and the cost of borrowed funds. This policy specifically prohibits the use of derivatives for speculative purposes.

The Company has ~~four~~six interest rate swaps associated with certain of its variable rate debt as of ~~June~~December 3031, 2025. Roanoke Gas has two variable-rate term notes in the amounts of $15 million and $10 million, with corresponding swap agreements to effectively convert the variable interest rates into fixed rates of 2.00% and 2.49%, respectively. Midstream has ~~two~~four swap agreements ~~corresponding~~in to the ~~variable-rate term notes with original principal~~ amounts of $14 million ~~and~~, $83.6 million, $20. ~~The~~5 ~~swap~~million, ~~agreement~~and ~~pertaining to the~~ $14.8 million, ~~note~~corresponding ~~effectively converts~~ to the ~~variable~~$38.1 ~~interest rate~~million ~~into~~and a$14.8 ~~fixed~~million variable rate ofterm 3notes.~~24%.~~ The swap ~~agreement~~agreements ~~pertaining~~convert to the $8notes ~~million~~into ~~note~~fixed ~~remains~~rate ininstruments ~~place~~with ~~and~~effective ~~was~~interest ~~concurrently~~rates ~~re-designated to hedge an applicable portion~~ of ~~the note~~3.24%, ~~taking into account the temporary suspension of amortization described in Note 7~~2.443%, 5.061% and ~~converts that portion of the note to a fixed rate of 2~~5.~~443~~061%, respectively. The swaps qualify as cash flow hedges with changes in fair value reported in other comprehensive income. No portion of the swaps were deemed ineffective during the periods presented.

The fair value of the current and non-current portions of the interest rate swaps are reflected in the condensed consolidated balance sheets under the caption interest rate swaps. The table in Note 11 reflects the effect on income and other comprehensive income of the Company's cash flow hedges.

9.	Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, established a fair value hierarchy that prioritizes each input to the valuation method used to measure fair value of financial and nonfinancial assets and liabilities that are measured and reported on a fair value basis into one of the following three levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices in Level 1 that are either for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Unobservable inputs for the asset or liability where there is little, if any, market activity for the asset or liability at the measurement date, which require the Company to develop its own assumptions.

The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). All fair value disclosures are categorized within one of the three categories in the hierarchy based on the lowest level that is significant to the valuation.

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The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as required by existing guidance and the fair value measurements by level within the fair value hierarchy:

	Fair Value Measurements - June 30, 2025
	Fair Value Measurements - December 31, 2025
			Quoted		Significant
			Prices		Other		Significant
			in Active		Observable		Unobservable
	Fair		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Interest rate swaps	$	1,535,068	$	—	$	1,535,068	$	—
Interest rate swaps - current	$	720,795	$	—	$	720,795	$	—
Total	$	1,535,068	$	—	$	1,535,068	$	—
Interest rate swaps - noncurrent		356,503		—		356,503		—
Total	$	1,077,298	$	—	$	1,077,298	$	—
Liabilities:
Natural gas purchases	$	~~775~~1,~~477~~372,487	$	—	$	~~775~~1,~~477~~372,487	$	—
Total	$	775,477	$	—	$	775,477	$	—
Interest rate swaps - current		31,189		—		31,189		—
Interest rate swaps - noncurrent		208,729		—		208,729		—
Total	$	1,612,405	$	—	$	1,612,405	$	—

	Fair Value Measurements - September 30, 2024
	Fair Value Measurements - September 30, 2025
			Quoted		Significant
			Prices		Other		Significant
			in Active		Observable		Unobservable
	Fair		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Interest rate swaps	$	2,062,551	$	—	$	2,062,551	$	—
Interest rate swaps - current	$	828,573	$	—	$	828,573	$	—
Total	$	2,062,551	$	—	$	2,062,551	$	—
Interest rate swaps - noncurrent		421,511		—		421,511		—
Total	$	1,250,084	$	—	$	1,250,084	$	—
Liabilities:
Natural gas purchases	$	~~761~~135,~~020~~863	$	—	$	~~761~~135,~~020~~863	$	—
Total	$	761,020	$	—	$	761,020	$	—
Interest rate swaps - current		57,144		—		57,144		—
Interest rate swaps - noncurrent		298,016		—		298,016		—
Total	$	491,023	$	—	$	491,023	$	—

The fair value of the interest rate swaps are determined by using the counterparty's proprietary models that can include observable quoted market interest rates and interest rate futures as well as certain assumptions regarding past, present and future market conditions.

Under the asset management contract, a timing difference can exist between the payment for natural gas purchases and the actual receipt of such purchases. Payments are made based on a predetermined monthly volume with the price based on weighted average first of the month index prices corresponding to the month of the scheduled payment. At ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, the Company had recorded in accounts payable the estimated fair value of the liability valued at the corresponding first of month index prices for which the liability is expected to be settled.

The Company’s nonfinancial assets and liabilities measured at fair value on a nonrecurring basis consist of its AROs. The AROs are measured at fair value at initial recognition based on expected future cash flows required to settle the obligation.

The carrying value of cash and cash equivalents, accounts receivable, borrowings under line-of-credit, accounts payable, customer credit balances and customer deposits is a reasonable estimate of fair value due to the short-term nature of these financial instruments. In addition, the carrying amount of the variable rate line-of-credit is a reasonable approximation of its fair value.

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The following table summarizes the fair value of the Company’s financial assets and liabilities that are not adjusted to fair value in the financial statements:

Fair Value Measurements - June 30, 2025

Fair Value Measurements - December 31, 2025

Quoted

Significant

Prices

Other

Significant

in Active

Observable

Unobservable

Carrying

Markets

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

Liabilities:

Current maturities of long-term debt

217,~~534~~846,~~514~~018

—

217,~~534~~846,~~514~~018

Notes payable

~~134~~119,~~965~~089,~~486~~588

—

~~131~~116,~~790~~140,~~067~~744

Total

~~137~~136,~~500~~935,~~000~~606

—

~~134~~133,~~324~~986,~~581~~762

Fair Value Measurements - September 30, 2024

Fair Value Measurements - September 30, 2025

Quoted

Significant

Prices

Other

Significant

in Active

Observable

Unobservable

Carrying

Markets

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

Liabilities:

Current maturities of long-term debt

~~800~~2,~~000~~846,018

—

~~800~~2,~~000~~846,018

Notes payable

~~136~~134,~~955~~258,~~000~~197

—

~~135~~131,~~471~~605,~~275~~756

Total

137,~~755~~104,~~000~~215

—

~~136~~134,~~271~~451,~~275~~774

The fair value of long-term debt is estimated by discounting the future cash flows of the fixed rate debt based on the underlying treasury rate or other treasury instruments with a corresponding maturity period and estimated credit spread extrapolated based on market conditions since the issuance of the debt.

ASC 825, Financial Instruments, requires disclosures regarding concentrations of credit risk from financial instruments. Cash equivalents are investments in high-grade, short-term securities (original maturity less than three months), placed with financially sound institutions. Accounts receivable are from a diverse group of customers including individuals and small and large companies in various industries. No individual customer amounted to more than 5% of total accounts receivable at ~~June~~December 3031, 2025 and September 30, ~~2024~~2025. The Company maintains certain credit standards with its customers and requires a customer deposit, if warranted.

10.

Earnings Per Share

Basic EPS for the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 was calculated by dividing net income by the weighted-average common shares outstanding during the period less unvested nonemployee restricted stock issued to outside directors under the RSPD. Diluted EPS was calculated by dividing net income by the weighted-average common shares outstanding during the period plus potential dilutive common shares. Potential dilutive common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. The computation of diluted EPS for the three months ended ~~June~~December 3031, 2025 and 2024 excludes potentially dilutive shares of 1,~~695 and~~670 ~~2,164 respectively,~~ and 2,~~000 and 2~~117,~~793,~~ respectively, ~~for the nine months ended June 30, 2025 and 2024,~~ because to include them would be antidilutive for the periods. However, these shares could potentially dilute EPS in the future.

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A reconciliation of basic and diluted earnings per share is presented below:

	Three Months Ended June 30,				Nine Months Ended June 30,
	Three Months Ended December 31,
	2025		2024		~~2025~~		~~2024~~
Net income	$	~~538~~4,~~412~~882,865	$	~~156~~5,~~692~~269,689	$	~~13,484,309~~	$	~~11,620,074~~
Weighted-average common shares		10,~~319~~219,~~232~~791		10,~~188~~259,~~592~~717		~~10,294,227~~		~~10,129,111~~
Effect of dilutive securities:
Effect of potentially dilutive securities		134,075		4,280
Options to purchase common stock		4,933		4,205		4,461		3,236
Diluted average common shares		10,353,866		10,263,997
Diluted average common shares		10,324,165		10,192,797		10,298,688		10,132,347
Earnings per share of common stock:
Earnings per share of common stock:
Basic	$	0.48	$	0.51
Basic	$	0.05	$	0.02	$	1.31	$	1.15
Diluted	$	0.47	$	0.51
Diluted	$	0.05	$	0.02	$	1.31	$	1.15

11.

Other Comprehensive Income (Loss)

A summary of other comprehensive income and loss is provided below:

				Tax
	Before-Tax			(Expense)			Net-of-Tax
	Amount			or Benefit			Amount
Three Months Ended June 30, 2025
Three Months Ended December 31, 2025
Interest rate swaps:
Unrealized losses	$	(20,816	)	$	5,358		$	(15,458	)
Unrealized gains	$	177,538		$	(45,699	)	$	131,839
Transfer of realized gains to interest expense		(~~323~~340,~~513~~616	)		8387,~~273~~674			(~~240~~252,~~240~~942	)
Net interest rate swaps		(~~344~~163,~~329~~078	)		8841,~~631~~975			(~~255~~121,~~698~~103	)
Defined benefit plans:
Amortization of net actuarial gains		(107,~~379~~829	)		2,~~671~~015			(75,~~708~~814	)
Other comprehensive loss	$	(~~354~~170,~~708~~907	)	$	9143,~~302~~990		$	(~~263~~126,~~406~~917	)
Three Months Ended June 30, 2024
Three Months Ended December 31, 2024
Interest rate swaps:
Unrealized gains	$	~~207~~694,~~785~~177		$	(53178,~~484~~681	)	$	~~154~~515,~~301~~496
Transfer of realized gains to interest expense		(~~476~~384,~~053~~273	)		~~122~~98,~~535~~912			(~~353~~285,~~518~~361	)
Net interest rate swaps		~~(268~~309,~~268~~904	)		69(79,~~051~~769	)		~~(199~~230,~~217~~135	)
Defined benefit plans:
Amortization of net actuarial losses		16,015			(4,122	)		11,893
Amortization of net actuarial gains		(10,378	)		2,671			(7,707	)
Other comprehensive loss	$	(252,253	)	$	64,929		$	(187,324	)
Other comprehensive income	$	299,526		$	(77,098	)	$	222,428

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RGC RESOURCES, INC. AND SUBSIDIARIES

				Tax
	Before-Tax			(Expense)			Net-of-Tax
	Amount			or Benefit			Amount
Nine Months Ended June 30, 2025
Interest rate swaps:
Unrealized gains	$	507,492		$	(130,628	)	$	376,864
Transfer of realized gains to interest expense		(1,034,976	)		266,403			(768,573	)
Net interest rate swaps		(527,484	)		135,775			(391,709	)
Defined benefit plans:
Amortization of net actuarial gains		(31,134	)		8,013			(23,121	)
Other comprehensive loss	$	(558,618	)	$	143,788		$	(414,830	)
Nine Months Ended June 30, 2024
Interest rate swaps:
Unrealized gains	$	174,113		$	(44,816	)	$	129,297
Transfer of realized gains to interest expense		(1,554,942	)		400,240			(1,154,702	)
Net interest rate swaps		(1,380,829	)		355,424			(1,025,405	)
Defined benefit plans:
Amortization of net actuarial losses		48,045			(12,366	)		35,679
Other comprehensive loss	$	(1,332,784	)	$	343,058		$	(989,726	)

The amortization of actuarial gains and losses, reflected in the preceding table, relate to the unregulated operations of the Company. Actuarial gains and losses attributable to the regulated operations are included as a regulatory asset. See Note 13 for a schedule of regulatory assets. The amortization of actual gains and losses is recognized as a component of net periodic pension and postretirement benefit costs under other income, net in the condensed consolidated statements of income.

Reconciliation of Accumulated Other Comprehensive Income

							Accumulated
							Other
	Interest Rate			Defined Benefit			Comprehensive
	Swaps			Plans			Income (Loss)
Balance at September 30, 2024	$	1,531,649		$	(205,078	)	$	1,326,571
Balance at September 30, 2025	$	664,568		$	(402,836	)	$	261,732
Other comprehensive loss		(~~391~~121,~~709~~103	)		(235,~~121~~814	)		(~~414~~126,~~830~~917	)
Balance at June 30, 2025	$	1,139,940		$	(228,199	)	$	911,741
Balance at December 31, 2025	$	543,465		$	(408,650	)	$	134,815

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12.

Income Taxes

The effective tax rates for the three-month ~~and nine-month~~ periods ended ~~June~~December 3031, 2025 and 2024 reflected in the table below are less than the combined federal and state statutory rate of 25.74%. The reduction to the effective tax rates is due to additional tax deductions from the amortization of excess deferred taxes and amortization of RNG tax credits deferred as a regulatory liability. Additionally, recognition of amortization of R&D tax credits deferred as a regulatory liability contributed to a further reduced effective tax rate during the three-month period ended December 31, 2025.

	Three Months Ended June 30,						Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024			~~2025~~			~~2024~~
Effective tax rate		2321.14	%		23.14	%		~~23.4~~	%		~~23.5~~	%

~~ASC~~During September ~~740~~2025, ~~provides for~~ the ~~determination~~Company ofparticipated ~~whether~~in ~~tax~~the ~~benefits~~IRS ~~claimed~~Fast orTrack ~~expected~~Settlement to(FTS), bewhich ~~claimed~~is on a ~~tax~~process ~~return~~that ~~should~~provides bethe ~~recognized~~IRS inand ~~the~~taxpayers ~~financial~~an ~~statements. The~~opportunity ~~Company has~~to aresolve ~~reserve~~disputes ~~recorded~~with ~~for~~an ~~unrecognized~~appeals ~~tax~~official ~~benefits~~using ofmediation ~~$273,936~~skills asand ofsettlement authority. ~~June~~The ~~30,~~IRS ~~2025~~ and ~~September~~ ~~30,~~Company ~~2024~~agreed ~~related~~on toa ~~tax~~settlement ~~positions~~equal ~~taken~~to in40% of the ~~Company's~~R&D ~~prior~~ tax ~~returns.~~credits ~~The~~claimed ~~Company has~~for ~~evaluated~~fiscal ~~its~~2018 ~~tax~~and ~~positions~~2019, ~~for~~ the ~~three~~ ~~and~~two ~~nine~~years ~~months~~under ~~ended June~~examination. ~~30,~~The ~~2025~~Company ~~and~~has ~~determined~~received noapproval ~~additional~~from ~~reserve~~the ~~for~~SCC ~~unrecognized~~to ~~tax~~refund the ~~benefits~~settled ~~was~~R&D ~~necessary. A~~tax ~~reconciliation~~credits, net of ~~the~~related ~~Company's~~fees, ~~unrecognized~~to ~~tax~~customers ~~benefits~~over isa as4-month ~~follows:~~period from January 2026 to April 2026.

Balance at September 30, 2024	$	273,936
Increase resulting from prior period tax positions		—
Balance at June 30, 2025	$	273,936

ASC 740 provides for the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recognized in the financial statements. As a result of the FTS, the Company reduced the reserve for unrecognized tax benefits of $273,936 to $0 as of September 30, 2025. The Company evaluated its tax positions for the three months ended December 31, 2025 and has not identified any significant uncertain tax positions.

The Company’s policy is to classify interest associated with uncertain tax positions as interest expense in the financial statements. Tax penalties, if any, are netted against other income.

The Company files a consolidated federal income tax return and state income tax returns in Virginia and West Virginia, and thus subject to examinations by federal and state tax authorities. The ~~IRS~~ ~~is currently examining the~~ Company~~'s 2018 and 2019~~ ~~amended~~adjusted ~~federal~~its income tax ~~returns. The~~assets ~~focus~~and ofliabilities ~~the examination relates~~ to ~~research~~reflect ~~and development credits, and~~ the ~~final~~outcome ~~results~~ of the ~~examination have~~ ~~not~~FTS ~~been presented to the Company~~ as of September ~~the~~30, ~~date of this Form 10-Q~~2025. The Company ~~believes~~has ~~its~~not ~~income tax assets and liabilities are fairly stated~~received asfinal ~~of June~~notice ~~30,~~from ~~2025 and September~~the ~~30,~~IRS ~~2024; however,~~officially ~~these~~closing ~~assets~~the ~~and liabilities could be adjusted as a result of this examination. The~~ Company's ~~amended~~ federal returns for fiscal 2018 and 2019. ~~remain~~Once ~~open~~final ~~related~~notice tois ~~the examination. Aside from these exceptions~~received, the federal returns and the state returns for Virginia and West Virginia for the tax years ended ~~prior to~~through September 30, 2022 are noclosed ~~longer subject~~ to examination.

13.

Regulatory Assets and Liabilities

The Company’s regulated operations follow the accounting and reporting requirements of ASC 980, Regulated Operations. A regulated company may defer costs that have been or are expected to be recovered from customers in a period different from the period in which the costs would ordinarily be charged to expense by an unregulated enterprise. When this situation occurs, costs are deferred as assets in the condensed consolidated balance sheet (regulatory assets) and amortized into expense over periods when such amounts are reflected in customer rates. Additionally, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for current collection in customer rates of costs that are expected to be incurred in the future (regulatory liabilities). In the event the provisions of ASC 980 no longer apply to any or all regulatory assets or liabilities, the Company would write off such amounts and include the effects in the condensed consolidated statements of income and comprehensive income in the period which ASC 980 no longer applied.

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Regulatory assets included in the Company’s accompanying balance sheets are as follows:

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Assets:
Current Assets:
Regulatory assets:
Accrued WNA revenues	$	~~414~~184,~~812~~555	$	~~919~~504,~~375~~003
Under-recovery of gas costs		—		2750,~~690,247~~295
Under-recovery of RNG revenues		1871,~~068,795~~568		1,~~331~~019,~~064~~821
Under-recovery of SAVE Plan revenues		~~102~~175,~~635~~473		~~107~~265,~~678~~317
Accrued pension		1022,~~697~~980		4230,~~785~~640
Other deferred expenses		12,762		12,~~761~~762
Total current		1,~~609~~267,~~701~~338		52,~~103~~582,~~910~~838
Other Non-Current Assets:
Regulatory assets:
Premium on early retirement of debt		1999,~~056,231~~138		1,~~141~~027,~~872~~684
Accrued pension		2,~~998~~168,~~881~~902		2,~~998~~168,~~881~~902
Other deferred expenses		~~272~~107,~~169~~787		~~304~~118,~~291~~496
Total non-current		43,~~327~~275,~~281~~827		43,~~445~~315,~~044~~082
Total regulatory assets	$	54,~~936~~543,~~982~~165	$	95,~~548~~897,~~954~~920

Regulatory liabilities included in the Company’s accompanying balance sheets are as follows:

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Liabilities and Stockholders' Equity:
Current Liabilities:
Regulatory liabilities:
Over-recovery of gas costs	$	189,~~413,992~~322	$	—
Rate refund		—		37,500
Deferred income taxes		1,693,680		591,764
Deferred income taxes		591,764		591,764
Supplier refunds		1,761,596		889,564
Supplier refunds		891,994		30,556
Other deferred liabilities		118,186		157,583
Other deferred liabilities		43,609		174,458
Total current		3,662,784		1,638,911
Total current		2,941,359		834,278
Deferred Credits and Other Non-Current Liabilities:
Regulatory cost of retirement obligations		1516,~~486~~170,~~948~~833		1415,~~409~~869,~~847~~691
Regulatory liabilities:
Deferred income taxes		1510,~~024~~933,~~273~~636		1513,~~468~~649,~~096~~719
Deferred postretirement medical		3,~~858~~721,~~471~~711		3,~~858~~721,~~471~~711
Total non-current		3430,~~369~~826,~~692~~180		33,~~736~~241,~~414~~121
Total regulatory liabilities	$	3734,~~311~~488,~~051~~964	$	34,~~570~~880,~~692~~032

As of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, the Company had regulatory assets in the amount of $54,~~936~~543,~~982~~165 and $95,~~548~~897,~~954~~920, respectively, on which the Company did not earn a return during the recovery period.

14.

Commitments and Contingencies

Roanoke Gas currently holds the only franchises and/or CPCNs to distribute natural gas in its service area. These franchises generally extend for multi-year periods and are renewable by the municipalities, including exclusive franchises in the cities of Roanoke and Salem and the Town of Vinton, Virginia. All three franchises are set to expire December 31, 2035.

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Due to the nature of the natural gas distribution business, the Company has entered into agreements with both suppliers and pipelines for natural gas commodity purchases, storage capacity and pipeline delivery capacity. ~~Through March~~The ~~31, 2025, the~~ Company ~~utilized two~~utilizes an asset ~~managers~~ manager to assist in optimizing the use of its transportation, storage rights and gas supply in order to provide a secure and reliable source of natural gas to its customers. ~~Those services were consolidated to one asset manager as of April 1, 2025.~~ The Company also has storage and pipeline capacity contracts to store and deliver natural gas to the Company’s distribution system. Roanoke Gas is currently served directly by three primary pipelines that deliver the natural gas supplied to the Company’s distribution system. Depending on weather conditions and the level of customer demand, failure of one of these transmission pipelines could have a major adverse impact on the Company's ability to deliver natural gas to its customers and its results of operations.

15.

Employee Benefit Plans

The Company has both a pension plan and a postretirement plan. The pension plan covers the Company’s employees hired before January 1, 2017 and provides a retirement benefit based on years of service and employee compensation. The postretirement plan, covering employees hired before January 1, 2000, provides certain health care and supplemental life insurance benefits to retired employees who meet specific age and service requirements. Net pension plan and postretirement plan expense is detailed as follows:

Three Months Ended June 30,

Nine Months Ended June 30,

Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

Components of net periodic pension cost:

Service cost

9692,~~858~~967

8196,~~066~~858

~~290,574~~

~~243,198~~

Interest cost

~~352~~380,~~602~~324

~~367~~352,~~206~~602

~~1,057,806~~

~~1,101,618~~

Expected return on plan assets

(~~375~~427,~~976~~888

)

(~~294~~375,~~958~~976

)

~~(1,127,928~~

)

~~(884,874~~

)

Recognized loss

1410,~~857~~943

7914,~~132~~857

~~44,571~~

~~237,396~~

Net periodic pension cost

8856,~~341~~346

~~232~~88,~~446~~341

~~265,023~~

~~697,338~~

	Three Months Ended June 30,						Nine Months Ended June 30,
	Three Months Ended December 31,
	2025			2024			~~2025~~			~~2024~~
Components of postretirement benefit cost:
Service cost	$	~~1,095~~—		$	71,~~599~~095		$	~~3,285~~		$	~~22,797~~
Interest cost		~~126~~130,~~856~~327			~~153~~126,~~369~~856			~~380,568~~			~~460,107~~
Expected return on plan assets		(~~182~~216,~~430~~083	)		(~~133~~182,~~311~~430	)		~~(547,290~~	)		~~(399,933~~	)
Recognized gain		(5850,~~153~~507	)		(1058,~~149~~153	)		~~(174,459~~	)		~~(30,447~~	)
Net postretirement benefit cost	$	(112,632	)	$	17,508		$	(337,896	)	$	52,524
Net postretirement benefit cost (income)	$	(136,263	)	$	(112,632	)

The components of net periodic benefit cost, excluding the service cost component, are included in other income, net in the condensed consolidated statements of income. Service cost is included in operations and maintenance expense in the condensed consolidated statements of income.

No funding contributions were made to the pension plan or postretirement plan for the periods presented in the tables above. The Company is not currently planning to make any funding contributions to either plan for the remainder of fiscal ~~2025~~2026.

16.

Leases

The Company has four leases for certain assets including office space and land classified as operating leases with original terms ranging from 3 to 20 years. The Company entered into a new lease during the period, which is a continuation of a prior lease. The Company determines if an arrangement is a lease at inception of the agreement based on the terms and conditions in the contract. The operating lease ROU assets and operating lease liabilities are recognized at the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses an estimate of its secured incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is determined by management aided by inquiries of a third party.

Lease expense for minimum lease payments is recognized on a straight-line basis over the term of the agreement. The Company made an accounting policy election that payments under agreements with an initial term of 12 months or less will not be included on the condensed consolidated balance sheet but will be recognized when paid in the consolidated statements of operations.

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The operating lease ROU assets are reflected in other non-current assets in the condensed consolidated balance sheets. The current operating lease liabilities and non-current lease liabilities are included in other current liabilities and deferred credits and other non-current liabilities, respectively, in the condensed consolidated balance sheets. The expense components of the Company’s operating leases are included under operations and maintenance expense in the condensed consolidated statements of income and were less than $50,000 for each period presented.

Other information related to leases were as follows:

		Three Months Ended June 30,
	Three Months Ended December 31,
	2025			2024
Supplemental Cash Flow Information:
Cash paid on operating leases	$	1619,~~500~~200		$	95,~~900~~500
Right of use obtained in exchange for operating lease obligations		3617,~~734~~039			N/A
Weighted-average remaining term (in years)		15.80			17.43
Weighted-average discount rate		5.6465	%		5.65	%
		Nine Months Ended June 30,
	2025			2024
Supplemental Cash Flow Information:
Cash paid on operating leases	$	33,000		$	22,166
Right of use obtained in exchange for operating lease obligations		36,734			N/A
Weighted-average remaining term (in years)		15.8			17.4
Weighted-average discount rate		5.64	%		5.65	%

On ~~June~~December 3031, 2025, the future minimum rental payments under non-cancelable operating leases by fiscal year were as follows:

2025	$	21,230
2026	$	38,068
2026		39,938
2027		49,238
2027		43,238
2028		45,600
2028		39,600
2029		26,400
Thereafter		343,200
2030		26,400
Total minimum lease payments		513,606
Thereafter		316,800
Less imputed interest		(162,690	)
Total minimum lease payments		502,506
Total	$	350,916
Less imputed interest		(154,756	)
Total	$	347,750

17.

Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. Due to the extended and extreme cold weather experienced across the eastern half of the United States, natural gas prices spiked from less than $4 per DTH to well over $30 per DTH at the end of January, resulting in an $8 million to $10 million under collection. These amounts are anticipated to be collected from customers over the ensuing 12 to 18 months through the PGA. There were no other items not otherwise disclosed which would have materially impacted the Company’s condensed consolidated financial statements.

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RGC RESOURCES, INC. AND SUBSIDIARIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements that relate to future transactions, events or expectations. In addition, Resources may announce or publish forward-looking statements relating to such matters as anticipated financial performance, business prospects and closures, investments, inflation, ratemaking, debt refinancing, technological developments, new products, research and development activities, operational impacts and similar matters. These statements are based on management’s current expectations and information available at the time of such statements and are believed to be reasonable and are made in good faith. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. 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 the anticipated results or other expectations expressed in the Company’s forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company’s business include, but are not limited to, those set forth in the following discussion and within Item 1A “Risk Factors” in the Company’s ~~2024~~2025 Annual Report on Form 10-K. These factors are difficult to predict and many are beyond the Company’s control. Accordingly, while the Company believes its forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. When used in the Company’s documents or news releases, the words “anticipate,” “believe,” “intend,” “plan,” “estimate,” “predict,” “target,” “expect,” “objective,” “projection,” “potential,” “forecast,” “budget,” “assume,” “indicate” or similar words or future or conditional verbs such as “will,” “would,” “should,” “can,” “could,” “may,” or “might” are intended to identify forward-looking statements.

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.

The three-month ~~and nine-month~~ earnings presented herein should not be considered as reflective of the Company’s consolidated financial results for the fiscal year ending September 30, ~~2025~~2026. The total revenues and margins realized during the first ~~nine~~three months reflect higher billings due to the weather-sensitive nature of the natural gas business.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

Overview

Resources is an energy services company primarily engaged in the regulated sale and distribution of natural gas to approximately 6263,700 residential, commercial and industrial customers in Roanoke, Virginia and surrounding localities through its Roanoke Gas subsidiary. Midstream, a wholly owned subsidiary of Resources, is a less than 1% investor in ~~both~~ the MVP, Southgate and ~~Southgate~~Boost. The utility operations of Roanoke Gas are regulated by the SCC, which oversees the terms, conditions and rates charged to customers for natural gas service, safety standards, extension of service and depreciation. The Company is also subject to regulation from the United States Department of Transportation in regard to the construction, operation, maintenance, safety and integrity of its transmission and distribution pipelines. FERC regulates the prices for the transportation and delivery of natural gas to the Company’s distribution system and underground storage services. In addition, the Company is subject to other regulations which are not necessarily industry specific.

Nearly all of the Company’s revenues are derived from the sale and delivery of natural gas to Roanoke Gas customers based on rates and fees authorized by the SCC. These rates are designed to provide the Company with the opportunity to recover its gas and non-gas expenses and to earn a reasonable rate of return for shareholders based on normal weather. These rates are determined based on various rate applications filed with the SCC. Generally, investments related to extending service to new customers are recovered through the additional revenues generated by the non-gas base rates in place at that time. The investment in replacing and upgrading existing non-SAVE infrastructure, as well as recovering increases in non-gas expenses due to inflationary pressures, regulatory requirements or operational needs, are generally not recoverable until a formal rate application is filed to include the additional investment and higher costs, and new non-gas base rates are approved.

On ~~February~~December 2, ~~2024~~2025, ~~primarily~~the inCompany ~~response~~filed tofor ~~continued~~an ~~inflationary~~expedited ~~pressures,~~rate ~~Roanoke~~application ~~Gas~~with ~~filed~~the ~~for~~SCC anto ~~annual~~increase non-gas base ~~rate~~rates ~~increase~~by of $4.333 million annually. ~~The~~Pursuant ~~filing~~to ~~also reflected an increase in~~ the ~~Company'~~Commission’s ~~authorized~~December ~~return~~29, on2025 ~~equity~~Order ~~from~~for ~~9.44%~~Notice toand ~~10.35%. The~~Comment, the new ~~interim non-gas~~ base rates went into effect for ~~customer~~services ~~billings~~rendered on or after ~~July~~January 1, ~~2024~~2026, subject to refund. OnThe ~~October~~SCC's ~~16,~~review ~~2024,~~of ~~the~~Roanoke ~~Company~~Gas' ~~reached~~filing ais ~~settlement~~underway ~~with~~and ~~the~~a ~~SCC~~hearing ~~staff~~has onbeen ~~all~~set ~~outstanding~~for ~~issues~~July in15, ~~the case~~2026. ~~Under~~Based on the ~~terms~~procedural ofschedule ~~the~~established ~~settlement,~~in the ~~Company agreed to an annual incremental revenue requirement increase of $4.08 million based on a return on equity of 9.90%. On April 10~~Commission’s Order, ~~2025,~~ the ~~SCC~~Company ~~issued~~anticipates a final ~~order~~resolution ~~approving~~of the ~~settlement~~case in ~~its entirety. The order also directed Roanoke Gas to refund~~ the ~~excess~~first ~~revenues~~quarter ~~collected during~~of ~~the~~fiscal ~~time the interim rates were in effect with interest~~2027. ~~The refunds to customers, which had previously been accrued as a~~ ~~regulatory liability, were made to customers in May 2025.~~

RGC RESOURCES, INC. AND SUBSIDIARIES

As the Company’s business is seasonal in nature, volatility in winter weather and the commodity price of natural gas can impact the effectiveness of the Company’s rates in recovering its costs and providing a reasonable return for its shareholders. In order to mitigate the effect of weather variations and other factors not provided for in the Company's base rates, Roanoke Gas has certain approved rate mechanisms in place that help provide stability in earnings, adjust for volatility in the price of natural gas and provide a return on qualified infrastructure investment. These mechanisms include the SAVE Rider, WNA, ICC, RNG Rider and PGA.

The SAVE Plan and Rider provides the Company with a mechanism through which it recovers costs related to qualified SAVE infrastructure investments on a prospective basis, until a rate application is filed incorporating these investments in non-gas base rates. Roanoke Gas filed and received approval from the SCC for an updated annual SAVE Rider rate which became effective October 1, ~~2024~~2025. As a result of the updated SAVE Rider, SAVE Plan revenues increased by approximately $~~299~~271,000 ~~and $855,000, respectively,~~ for the three-month ~~and~~period ~~nine-month periods~~ ended ~~June~~December 3031, 2025 compared to the same ~~periods~~ period last year ~~when the recovery of all prior SAVE Plan investment was incorporated into the non-gas base rates that were effective January 1, 2023~~. The updated SAVE Rider is expected to result in approximately $~~1,489,000~~2.61 million of annualized SAVE-related revenues during fiscal ~~2025~~2026. Additional information regarding the SAVE Plan and Rider is provided in Note 4 of the condensed consolidated financial statements.

27 The WNA mechanism reduces the volatility in earnings due to the variability in temperatures during the heating season. The WNA is based on the most recent 30-year temperature average and provides the Company with a level of earnings protection when weather is warmer than normal and provides its customers with price protection when weather is colder than normal. The WNA allows the Company to recover from its customers the lost margin (excluding gas costs) from warmer-than-normal weather and correspondingly requires the Company to refund the excess margin earned for colder-than-normal weather. The WNA mechanism used by the Company is based on a linear regression model that determines the value of a single heating degree day and thereby estimates the revenue adjustment based on weather variance from normal. Any billings or refunds related to the WNA are completed following each WNA year, which extends for the 12-month period from April to March. For the three months ended December 31, 2025, the Company reduced revenues by approximately $319,000 under the WNA model for weather that was 4% colder than normal, compared to approximately $500,000 in additional revenues for weather that was 6% warmer than normal for the corresponding period last year.

~~Table~~The Company has an approved rate structure to mitigate the impact of ~~Contents~~ the financing costs of its natural gas inventory. Under this rate structure, Roanoke Gas recognizes revenue by applying the ICC factor, based on the Company’s weighted-average cost of capital, including interest rates on short-term and long-term debt, and the Company’s authorized return on equity, to the average cost of natural gas inventory during the period. Total ICC revenues increased nominally for the three-month period ended December 31, 2025 compared to the corresponding period last year. The average price of gas in storage during the first quarter of fiscal 2026 increased by 3% compared to the same period in fiscal 2025. If natural gas prices remain at or higher than the prior year, the average dollar balance of gas in storage may continue to increase based on current storage levels and due to an increased ICC factor from the prior year may lead to higher ICC revenues in fiscal 2026.

In March 2023, Roanoke Gas began operating the RNG facility, through a cooperative agreement with the Western Virginia Water Authority, to produce commercial quality RNG for delivery into its distribution system. Roanoke Gas is allowed to recover the costs associated with the investment in RNG facilities and the related operating costs through an RNG Rider added to customer bills. Customers receive the benefit of environmental credits generated through the production of RNG. Roanoke Gas recognized approximately $484,000 in RNG revenue for the three months ended December 31, 2025 compared to approximately $388,000 for the corresponding period in the prior year.

The cost of natural gas, which is a pass-through cost, is independent of the Company's non-gas rates. Accordingly, the Company's approved billing rates include a component designed to allow for the recovery of the cost of natural gas used by its customers. This rate component, referred to as the PGA, allows the Company to pass along to its customers increases and decreases in natural gas costs through a quarterly filing, or more frequent if necessary, once SCC staff approval is received. As actual costs will differ from the projections used in establishing the PGA rate, the Company will either over-recover or under-recover its actual gas costs during the period. The difference between actual costs incurred and costs recovered through the application of the PGA is recorded as a regulatory asset or liability. At the end of the annual deferral period, the balance is amortized over a succeeding 12-month period through the ensuing non-gas rate component. Due to the extended and extreme cold weather experienced across the eastern half of the United States, natural gas prices spiked from less than $4 per DTH to well over $30 per DTH at the end of January, resulting in an $8 million to $10 million under collection. These amounts are anticipated to be collected from customers over the ensuing 12 to 18 months through the PGA.

RGC RESOURCES, INC. AND SUBSIDIARIES

The WNA mechanism reduces the volatility in earnings due to the variability in temperatures during the heating season. The WNA is based on the most recent 30-year temperature average and provides the Company with a level of earnings protection when weather is warmer than normal and provides its customers with price protection when weather is colder than normal. The WNA allows the Company to recover from its customers the lost margin (excluding gas costs) from warmer-than-normal weather and correspondingly requires the Company to refund the excess margin earned for colder-than-normal weather. The WNA mechanism used by the Company is based on a linear regression model that determines the value of a single heating degree day and thereby estimates the revenue adjustment based on weather variance from normal. Any billings or refunds related to the WNA are completed following each WNA year, which extends for the 12-month period from April to March. For the three and nine months ended June 30, 2025, the Company accrued approximately $493,000 and $966,000 in additional revenues under the WNA model for weather that was 22% and 4% warmer than normal, respectively, compared to approximately $821,000 and $3,689,000 in additional revenues for weather that was 48% and 19% warmer than normal for the corresponding periods last year. The adjusted WNA balance for the 12-month period ended March 31, 2025 was approximately $1,473,000, and was collected from customers during May and June 2025.

The Company has an approved rate structure to mitigate the impact of the financing costs of its natural gas inventory. Under this rate structure, Roanoke Gas recognizes revenue by applying the ICC factor, based on the Company’s weighted-average cost of capital, including interest rates on short-term and long-term debt, and the Company’s authorized return on equity, to the average cost of natural gas inventory during the period. Total ICC revenues decreased by approximately $44,000 and $145,000 for the three-month and nine-month periods ended June 30, 2025 compared to the corresponding periods last year, due to lower natural gas commodity prices during the 2024 summer storage injection season resulting in a lower average cost of natural gas in storage and lower storage balances in the second and third quarters of fiscal 2025. Accordingly, fiscal 2025 and 2026 ICC revenues are expected to continue to remain below last year's levels.

In March 2023, Roanoke Gas began operating the RNG facility, through a cooperative agreement with the Western Virginia Water Authority, to produce commercial quality RNG for delivery into its distribution system. Roanoke Gas is allowed to recover the costs associated with the investment in RNG facilities and the related operating costs through an RNG Rider added to customer bills. Customers receive the benefit of environmental credits generated through the production of RNG. Roanoke Gas recognized approximately $479,000 and $1,296,000 in RNG revenue for the three and nine months ended June 30, 2025 compared to approximately $394,000 and $1,211,000 for the corresponding periods in the prior year.

Results of Operations

The analysis on the results of operations is based on the consolidated operations of the Company, which is primarily associated with the utility segment. Additional segment analysis is provided when Midstream's investment in affiliates represents a significant component of the comparison.

The Company's operating revenues are affected by the cost of natural gas, as reflected in the condensed consolidated statements of income under cost of gas - utility. The cost of natural gas, which includes commodity price, transportation, storage, injection and withdrawal fees, with any increase or decrease offset by a correlating change in revenue through the PGA, is passed through to customers at cost. Accordingly, management believes that gross utility margin, a non-GAAP financial measure defined as utility revenues less cost of gas, is a useful and relevant measure to analyze financial performance. The term gross utility margin is not intended to represent or replace gross margin, the most comparable GAAP financial measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies. A reconciliation between gross utility margin and gross margin is presented under the Gross Utility Margin section below. The following results of operations analyses will reference gross utility margin.

28 Three Months Ended December 31, 2025:

~~Table~~Net ofincome ~~Contents~~ decreased by $386,824 for the three months ended December 31, 2025, compared to the same period last year, primarily due to continued inflationary pressures on operating costs slightly offset by lower interest expense and income taxes.

RGC RESOURCES, INC. AND SUBSIDIARIES

Three Months Ended June 30, 2025:

Net income increased by $381,720 for the three months ended June 30, 2025, compared to the same period last year, primarily due to increased equity earnings from the MVP as the project was service for the entire quarter in fiscal 2025 compared to less than a month during the same period in the prior year.

The tables below reflect operating revenues, volume activity and heating degree days.

	Three Months Ended June 30,					Increase / (Decrease)
	Three Months Ended December 31,					Increase / (Decrease)
		2025		2024					Percentage
Operating Revenues
Gas utility		$	1730,~~239~~235,~~550~~141	$	1427,~~431~~263,~~379~~204	$	2,~~808~~971,~~171~~937			1911	%
Non utility			25,~~065~~327		26,~~823~~282		(~~1,758~~955	)		(74	)%
Total operating revenues		$	1730,~~264~~260,~~615~~468	$	1427,~~458~~289,~~202~~486	$	2,~~806~~970,~~413~~982			1911	%
Delivered Volumes
Regulated natural gas (DTH)
Residential and commercial			~~735~~2,~~293~~306,247		~~786~~2,~~221~~174,553		~~(50~~131,~~928~~694	)		(6	)%
Transportation and interruptible			1,~~146~~187,~~410~~981		~~996~~1,~~813~~320,849		~~149~~(132,~~597~~868	)		15(10	)%
Total delivered volumes			13,~~881~~494,~~703~~228		13,~~783~~495,~~034~~402		98(1,~~669~~174	)		6(0	)%
HDD			~~250~~1,514		~~167~~1,366		83148			5011	%

Total operating revenues for the three months ended ~~June~~December 3031, 2025, compared to the same period last year, increased by approximately 1911% primarily due to higher gas costs, ~~delivered~~resulting ~~volumes~~from ~~and~~interstate ~~SAVE~~pipeline ~~revenues,~~providers ~~along~~increasing ~~with~~their ~~the~~rates over ~~implementation~~$1,000,000. Increased ofresidential aand ~~non-gas~~commercial ~~base~~delivered ~~rate~~volumes ~~increase~~and SAVE revenues, slightly offset by a decrease in WNA revenue~~. Gas~~, ~~costs~~also ~~were~~contributed ~~the main contributing factor~~ to the increase in operating revenues over the prior period. Total ~~primarily~~heating ~~due~~degree todays ~~pipeline~~increased ~~capacity~~by ~~charges~~11% ~~increasing~~from ~~over~~the $2same period in the prior year,~~000,000~~ asresulting in a ~~result~~6% ofincrease ~~higher~~in ~~rates~~the ~~and~~weather-sensitive ~~MVP~~residential ~~capacity. Pipeline~~and ~~capacity~~commercial ~~charges~~volumes, ~~which~~while dotransportation ~~not~~and ~~impact~~interruptible ~~margin~~volumes, ~~increased~~which ~~meaningfully~~has ~~during~~a ~~the~~lower ~~period~~margin contribution, decreased ~~subject to refund~~10%, ~~due~~primarily todriven ~~FERC~~by ~~rate~~reduced ~~increase~~business ~~proceedings. While~~activity ~~the~~from ~~Company~~a issingle, ~~unable~~multi-fuel tocustomer ~~predict~~during the ~~ultimate~~current period. The ~~outcome,~~increased ~~these~~residential ~~costs~~ and ~~potential~~commercial ~~refunds~~volumes ~~will~~contributed to bean ~~passed~~approximate ~~through~~$510,000 toincrease ~~customers~~in non-gas volumetric revenues. In addition, SAVE Plan revenues increased as Roanoke Gas continues to invest in qualified SAVE infrastructure projects, resulting in an increase in revenue of approximately $~~299~~271,000 ~~more revenue~~ compared to the same period in the prior year. Transportation and interruptible volumes increased 15% primarily driven by business activity of a single, multi-fuel customer during the quarter. The Company expects this customer's usage to remain elevated in the near term, although much of this volume has a lower margin contribution. ~~These increased volumes, coupled with the non-gas base rate increase implemented in July 2024, contributed to an approximate $272,000 increase in non-gas volumetric revenues.~~ WNA revenues declined approximately $~~328~~819,000 from the corresponding period last year as ~~weather~~previously ~~was 22% warmer than the 30-year normal during the current period compared to 48% warmer than normal during the prior period~~discussed.

	Three Months Ended June 30,					Increase
	Three Months Ended December 31,					Increase
		2025		2024				Percentage
Gross Utility Margin
Gas utility revenues		$	1730,~~239~~235,~~550~~141	$	1427,~~431~~263,~~379~~204	$	2,~~808~~971,~~171~~937		1911	%
Cost of gas - utility			714,~~816~~581,~~181~~615		511,~~344~~702,~~684~~709		2,~~471~~878,~~497~~906		4625	%
Gross utility margin		$	915,~~423~~653,~~369~~526	$	915,~~086~~560,~~695~~495	$	~~336~~93,~~674~~031		41	%

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RGC RESOURCES, INC. AND SUBSIDIARIES

Gross utility margin increased slightly over the same period last year primarily as a result of the aforementioned increases in SAVE revenues, as well as increased RNG revenues, ~~slightly~~which ~~offset~~contributed by$271,000 ~~the~~and ~~reduction~~$96,000, inrespectively, ~~ICC~~to ~~revenues~~margin. As discussed in the Overview section, the WNA model adjusts for the impact of variability of temperatures during the heating season. The WNA model calculates what the corresponding volumes would be if temperatures were equivalent to the 30-year normal during each period and adjusts for the difference in margin from normal. In applying the WNA model to both the current and prior years, the volumetric margin, net of the WNA, decreased ~~slightly~~ by approximately $56310,000 due a decrease of 173% in WNA adjusted residential and commercial delivered volumes. ~~The SAVE Plan and RNG Riders contributed an additional $299,000 and $85,000, respectively, to margin, while ICC revenues decreased by approximately $44,000 due to lower cost of gas in storage.~~

The changes in the components of gas utility margin are summarized below:

Three Months Ended June 30,

Increase/

Three Months Ended December 31,

Increase/

2025

2024

(Decrease)

Customer base charge

4,~~094~~078,~~700~~928

4,~~066~~065,~~559~~148

2813,~~141~~780

ICC

92192,~~187~~758

~~136~~189,~~162~~907

~~(43~~2,~~975~~851

)

SAVE Plan

~~426~~565,~~551~~176

~~127~~293,~~073~~999

~~299~~271,~~478~~177

Volumetric

310,~~781~~577,~~321~~337

310,~~509~~067,~~482~~087

~~271~~510,~~839~~250

WNA

~~492~~(319,~~840~~447

)

~~821~~500,~~145~~446

(~~328~~819,~~305~~893

)

RNG

~~479~~484,~~380~~251

~~393~~388,~~921~~003

8596,~~459~~248

Other revenues

5674,~~390~~523

3255,~~353~~905

2418,~~037~~618

Total

915,~~423~~653,~~369~~526

915,~~086~~560,~~695~~495

~~336~~93,~~674~~031

The tables below provide a reconciliation between gross utility margin and gross margin:

Gas Utility

Investment in Affiliates

Consolidated Total

Three Months Ended June 30, 2025

Three Months Ended December 31, 2025

Operating revenues

Gas utility

1730,~~239~~235,~~550~~141

—

1730,~~239~~235,~~550~~141

Non utility

25,~~065~~327

—

25,~~065~~327

Total operating revenues

1730,~~264~~260,~~615~~468

—

1730,~~264~~260,~~615~~468

Cost of sales

Cost of gas - utility

(714,~~816~~581,~~181~~615

)

—

(714,~~816~~581,~~181~~615

)

Cost of sales - non utility

(4,~~791~~872

)

—

(4,~~791~~872

)

Depreciation and amortization

(23,~~909~~071,~~344~~105

)

—

(23,~~909~~071,~~344~~105

)

Operations and maintenance

(45,~~544~~183,~~554~~624

)

(4338,~~118~~857

)

(45,~~587~~222,~~672~~481

)

Total cost of sales

(1522,~~274~~841,~~870~~216

)

(4338,~~118~~857

)

(1522,~~317~~880,~~988~~073

)

Gross margin (GAAP)

17,~~989~~419,~~745~~252

(4338,~~118~~857

)

17,~~946~~380,~~627~~395

Corporate and other, net

(20,~~274~~455

)

—

(20,~~274~~455

)

Depreciation and amortization

23,~~909~~071,~~344~~105

—

23,~~909~~071,~~344~~105

Operations and maintenance

45,~~544~~183,~~554~~624

4338,~~118~~857

45,~~587~~222,~~672~~481

Gross utility margin (Non-GAAP)

915,~~423~~653,~~369~~526

—

915,~~423~~653,~~369~~526

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	Gas Utility			Investment in Affiliates			Consolidated Total
Three Months Ended June 30, 2024
Operating revenues
Gas utility	$	14,431,379		$	—		$	14,431,379
Non utility		26,823			—			26,823
Total operating revenues		14,458,202			—			14,458,202
Cost of sales
Cost of gas - utility		(5,344,684	)		—			(5,344,684	)
Cost of sales - non utility		(4,567	)		—			(4,567	)
Depreciation and amortization		(2,697,707	)		—			(2,697,707	)
Operations and maintenance		(4,183,281	)		(37,084	)		(4,220,365	)
Corporate and other		—			—			(1,296	)
Total operations and maintenance		(4,183,281	)		(37,084	)		(4,221,661	)
Total cost of sales		(12,230,239	)		(37,084	)		(12,268,619	)
Gross margin (GAAP)		2,227,963			(37,084	)		2,189,583
Corporate and other, net		(22,256	)		—			(20,960	)
Depreciation and amortization		2,697,707			—			2,697,707
Operations and maintenance		4,183,281			37,084			4,220,365
Gross utility margin (Non-GAAP)	$	9,086,695		$	—		$	9,086,695

RGC RESOURCES, INC. AND SUBSIDIARIES

Operations and maintenance expenses increased $366,011, or 9%, from the same period last year. Personnel costs increased by approximately $166,000 due to increased staffing and the inflationary impact on salaries and benefits. Contracted services increased by approximately $83,000 also due to inflationary pressures. These increases were slightly offset by a decrease in professional services expenses. Costs associated with the RNG facility increased approximately $104,000.

	Gas Utility			Investment in Affiliates			Consolidated Total
Three Months Ended December 31, 2024
Operating revenues
Gas utility	$	27,263,204		$	—		$	27,263,204
Non utility		26,282			—			26,282
Total operating revenues		27,289,486			—			27,289,486
Cost of sales
Cost of gas - utility		(11,702,709	)		—			(11,702,709	)
Cost of sales - non utility		(4,349	)		—			(4,349	)
Depreciation and amortization		(2,843,360	)		—			(2,843,360	)
Operations and maintenance		(4,653,956	)		(34,715	)		(4,688,671	)
Total cost of sales		(19,204,374	)		(34,715	)		(19,239,089	)
Gross margin (GAAP)		8,085,112			(34,715	)		8,050,397
Corporate and other, net		(21,933	)		—			(21,933	)
Depreciation and amortization		2,843,360			—			2,843,360
Operations and maintenance		4,653,956			34,715			4,688,671
Gross utility margin (Non-GAAP)	$	15,560,495		$	—		$	15,560,495

~~Taxes~~Operations ~~other~~and ~~than~~maintenance ~~income~~expenses ~~taxes~~ increased by $~~118~~533,~~077~~810, or 1911%, ~~due~~from the same period last year. The Company continues to ~~higher~~experience ~~property~~inflation ~~taxes~~over ~~associated~~the ~~with~~2% ~~growth~~level targeted by the Federal Reserve. Inflation levels in ~~utility~~health ~~property~~care benefits, certain types of insurance, contracted services and IT service costs, as well as other items, continue to put upward pressure on the Company's expenses. Personnel costs increased ~~valuations~~by approximately $92,000 due to increased staffing and the inflationary impact on salaries and benefits. Contracted services increased by approximately $188,000 also due to inflationary pressures as well as increased customer turn-ons. Total capitalized construction overheads declined by approximately $188,000 due to a reduction in direct construction expenditures related to Roanoke Gas capital projects as a result of colder weather. Increased corporate insurance premiums accounted for much of the remaining cost increase, which were slightly offset by a decrease in professional services expenses.

~~Depreciation~~Taxes ~~expense~~other than income taxes increased by $~~211~~107,~~637~~682, or 815%, ~~consistent~~due ~~with~~to anhigher ~~increase~~property taxes associated with growth in utility property ~~balances~~and increased tax rates, as well as increases in payroll taxes.

~~Equity~~Depreciation inexpense ~~earnings of unconsolidated affiliate~~ increased by $~~489~~227,~~478. With the MVP in service~~745, ~~the~~or ~~Company now recognizes its share of operational earnings from the MVP~~8%, ~~favorably~~corresponding ~~adjusted~~to ~~for the amortization of~~ a ~~basis~~similar ~~difference~~increase ~~that~~in ~~arose~~investments ~~when~~in depreciable ~~the~~utility ~~Company~~property. Increases ~~recorded an other-than-temporary impairment of its investment~~ in ~~2022, which~~fixed ~~exceeded~~assets ~~the~~with ~~amount~~shorter ofuseful ~~AFUDC~~lives ~~recognized during~~over the ~~prior period~~last asyear ~~construction~~resulted ~~activities~~in ~~were~~depreciation ~~winding~~expense ~~down~~increasing atslightly ~~the~~more ~~end~~than of the ~~project. See~~7% increase ~~Note~~in ~~5 of~~ the ~~consolidated~~average ~~financial~~utility ~~statements~~property ~~for additional information related to the MVP~~balance.

~~Other~~Equity ~~income,~~in ~~net~~earnings ~~increased~~of byunconsolidated ~~$313,349 primarily~~affiliate ~~due~~decreased toby ~~an approximate~~ $~~284~~27,~~000 decrease in benefit plan costs other than service cost~~143, ~~coupled~~or ~~with~~3%. See anNote ~~increase~~5 of ~~approximately $68,000 in revenue sharing related to~~ the ~~asset~~consolidated ~~management~~financial ~~agreement,~~statements ~~which~~for ~~is described~~additional ininformation ~~more~~related ~~detail~~to in the ~~Asset Management section~~MVP.

Interest expense decreased by $54108,~~339~~780, or 46%, as the weighted-average interest rate on total debt decreased from 4.4245% during the ~~third~~first quarter of fiscal ~~2024~~ 2025 to 4.1214% in the current quarter. Midstream's interest expense decreased by $121,278, or 16%, as the total average debt outstanding decreased by approximately $1,336,000 as a result of principal payments made on term notes, along with the weighted-average interest rate decreasing from 5.38% during the ~~third~~first quarter of fiscal 2025 to 4. 62% in the current quarter. Roanoke Gas' interest expense ~~decreased~~increased by $4512,~~984~~498, or 51%, as total average debt outstanding ~~decreased~~increased by approximately $21,~~671~~608,000 associated with net ~~payments~~borrowings on under the Company's line-of-credit. Roanoke Gas' weighted-average interest rate remained relatively flat from the first quarter of fiscal 2025 to the current quarter. See Notes 6 and 7 of the consolidated financial statements for more information on the Company's debt.

Income tax expense ~~increased~~decreased by $~~114~~277,~~413~~570, or 17%, primarily corresponding to the decrease ~~increase~~ in pre-tax income. The effective tax rate was 21.4% and 23.14% for the three-month periods ended ~~June~~December 3031, 2025 and 2024, respectively. The effective tax rate is below the combined statutory state and federal rate due to the amortization of excess deferred taxes and tax credits. Additionally, a one-time item related to R&D tax credits contributed to a further reduction to the effective tax rate during the current period.

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RGC RESOURCES, INC. AND SUBSIDIARIES

Nine Months Ended June 30, 2025:

Net income increased by $1,864,235 for the nine months ended June 30, 2025, compared to the same period last year, primarily due to the implementation of higher non-gas base rates and increased natural gas deliveries, partially offset by lower WNA revenues and lower equity earnings from the MVP as the project transitioned from construction to in service, as well as lower benefit plan costs.

The tables below reflect operating revenues, volume activity and heating degree days.

	Nine Months Ended June 30,				Increase/
	2025		2024		(Decrease)			Percentage
Operating Revenues
Gas utility	$	80,938,690	$	71,455,564	$	9,483,126			13	%
Non utility		77,508		81,366		(3,858	)		(5	)%
Total operating revenues	$	81,016,198	$	71,536,930	$	9,479,268			13	%
Delivered Volumes
Regulated natural gas (DTH)
Residential and commercial		6,270,883		5,744,657		526,226			9	%
Transportation and interruptible		3,630,280		2,835,348		794,932			28	%
Total delivered volumes		9,901,163		8,580,005		1,321,158			15	%
HDD		3,641		3,084		557			18	%

Total operating revenues for the nine months ended June 30, 2025, compared to the same period last year, increased by approximately 13% primarily due to the implementation of a non-gas base rate increase, along with higher delivered volumes, gas costs and SAVE revenues, partially offset by a decrease in WNA revenue. The non-gas base rate increase implemented in 2024 was the main contributing factor to an approximate $5.4 million increase in non-gas volumetric revenues. In addition, total heating degree days increased by 18% from the same period last year, resulting in a 9% increase in the weather-sensitive residential and commercial volumes, while transportation and interruptible volumes increased 28%, primarily driven by business activity of a single, multi-fuel customer during the period. Total gas costs also increased over the prior period primarily due to pipeline capacity charges increasing over $3.7 million as a result of higher rates and MVP capacity. SAVE Plan revenues increased as Roanoke Gas continues to invest in qualified SAVE infrastructure projects, resulting in approximately $855,000 more revenue compared to the same period in the prior year. WNA revenues declined approximately $2.7 million from the corresponding period last year as weather was only 4% warmer than normal during the current period compared to 20% warmer than normal during the prior period.

	Nine Months Ended June 30,
	2025		2024		Increase		Percentage
Gross Utility Margin
Gas utility revenues	$	80,938,690	$	71,455,564	$	9,483,126		13	%
Cost of gas - utility		36,581,043		30,741,090		5,839,953		19	%
Gross utility margin	$	44,357,647	$	40,714,474	$	3,643,173		9	%

Gross utility margin increased over the same period last year primarily as a result of the implementation of new non-gas base rates and increases in SAVE revenues, slightly offset by the reduction in ICC revenues. The volumetric margin, net of the WNA, increased by approximately $2.7 million primarily due to the new non-gas base rates and increases in transportation and interruptible volumes. The SAVE Plan contributed an additional $855,000 to margin, while ICC revenues decreased by approximately $145,000 due to lower cost of gas in storage.

Table of Contents

RGC RESOURCES, INC. AND SUBSIDIARIES

The changes in the components of gas utility margin are summarized below:

	Nine Months Ended June 30,				Increase/
	2025		2024		(Decrease)
Customer base charge	$	12,278,739	$	12,177,584	$	101,155
ICC		383,852		528,883		(145,031	)
SAVE Plan		1,070,742		215,890		854,852
Volumetric		28,197,870		22,767,198		5,430,672
WNA		966,296		3,688,767		(2,722,471	)
RNG		1,296,313		1,211,464		84,849
Other revenues		163,835		124,688		39,147
Total	$	44,357,647	$	40,714,474	$	3,643,173

The tables below provide a reconciliation between gross utility margin and gross margin:

	Gas Utility			Investment in Affiliates			Consolidated Total
Nine Months Ended June 30, 2025
Operating revenues
Gas utility	$	80,938,690		$	—		$	80,938,690
Non utility		77,508			—			77,508
Total operating revenues		81,016,198			—			81,016,198
Cost of sales
Cost of gas - utility		(36,581,043	)		—			(36,581,043	)
Cost of sales - non utility		(14,558	)		—			(14,558	)
Depreciation and amortization		(8,609,472	)		—			(8,609,472	)
Operations and maintenance		(14,484,248	)		(115,286	)		(14,599,534	)
Total cost of sales		(59,689,321	)		(115,286	)		(59,804,607	)
Gross margin (GAAP)		21,326,877			(115,286	)		21,211,591
Corporate and other, net		(62,950	)		—			(62,950	)
Depreciation and amortization		8,609,472			—			8,609,472
Operations and maintenance		14,484,248			115,286			14,599,534
Gross utility margin (Non-GAAP)	$	44,357,647		$	—		$	44,357,647

	Gas Utility			Investment in Affiliates			Consolidated Total
Nine Months Ended June 30, 2024
Operating revenues
Gas utility	$	71,455,564		$	—		$	71,455,564
Non utility		81,366			—			81,366
Total operating revenues		71,536,930			—			71,536,930
Cost of sales
Cost of gas - utility		(30,741,090	)		—			(30,741,090	)
Cost of sales - non utility		(16,421	)		—			(16,421	)
Depreciation and amortization		(8,093,121	)		—			(8,093,121	)
Operations and maintenance		(13,772,433	)		(103,296	)		(13,875,729	)
Corporate and other		—			—			(3,784	)
Total operations and maintenance		(13,772,433	)		(103,296	)		(13,879,513	)
Total cost of sales		(52,623,065	)		(103,296	)		(52,730,145	)
Gross margin (GAAP)		18,913,865			(103,296	)		18,806,785
Corporate and other, net		(64,945	)		—			(61,161	)
Depreciation and amortization		8,093,121			—			8,093,121
Operations and maintenance		13,772,433			103,296			13,875,729
Gross utility margin (Non-GAAP)	$	40,714,474		$	—		$	40,714,474

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Operations and maintenance expenses increased by $720,021, or 5%, from the same period last year primarily due to inflationary effects on personnel costs and contracted services, and lower capitalized overheads. Personnel costs and contracted services increased by approximately $367,000 due to increased staffing and the inflationary impact on salaries and benefits, as well as third party services. Total capitalized overheads declined by approximately $179,000 due to a reduction in direct construction expenditures related to Roanoke Gas capital projects compared to the same period last year and lower overheads capitalized as part of LNG due to timing of production. Increased RNG expenses, corporate insurance premiums and bad debt expense associated with the higher accounts receivable balances accounted for much of the remaining cost increase.

Taxes other than income taxes increased by $319,622, or 16%, primarily due to higher property taxes associated with growth in utility property and increased valuations.

Depreciation expense increased by $516,351, or 6%, consistent with an increase in utility property balances.

Equity in earnings of unconsolidated affiliate decreased by $552,353, or 19%. With the MVP in service, the Company now recognizes its share of operational earnings from the MVP, favorably adjusted for the amortization of a basis difference that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. These in-service earnings did not fully replace the amount of AFUDC recognized while construction activities were ongoing during the first eight months of fiscal 2024. See Note 5 of the consolidated financial statements for additional information related to the MVP.

Other income, net increased by $1,040,045 primarily due to an approximate $848,000 decrease in benefit plan costs other than service cost, coupled with an increase of approximately $270,000 in revenue sharing related to the asset management agreements, which are described in more detail in the Asset Management section.

Interest expense increased by $152,980, or 3%, primarily due to higher borrowing levels, along with higher interest rates on the Company's variable-rate debt. Total average debt outstanding during the first nine months of fiscal 2025 increased by 4% from the first nine months of fiscal 2024. Roanoke Gas' total average debt outstanding increased by approximately $2,445,000 associated with net borrowings under the Company's line-of-credit, while Midstream's total average debt outstanding increased by approximately $2,170,000 during the period. There were minimal fluctuations in the weighted-average interest rates between the periods. See Notes 6 and 7 of the consolidated financial statements for more information on the Company's debt.

Income tax expense increased by $555,661, or 16%, corresponding to an increase in pre-tax income. The effective tax rate was 23.4% and 23.5% for the nine-month periods ended June 30, 2025 and 2024, respectively. The effective tax rate is below the combined statutory state and federal rate due to the amortization of excess deferred taxes and tax credits.

Critical Accounting Policies and Estimates

The consolidated financial statements of Resources are prepared in accordance with GAAP. The amounts of assets, liabilities, revenues and expenses reported in the Company’s consolidated financial statements are affected by accounting policies, estimates and assumptions that are necessary to comply with generally accepted accounting principles. Estimates used in the financial statements are derived from prior experience, statistical analysis and management judgments. Actual results may differ significantly from these estimates and assumptions.

There have been no significant changes to the critical accounting policies as reflected in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025.

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Asset Management

Roanoke Gas uses a third-party asset manager to oversee its pipeline transportation, storage rights and gas supply inventories and deliveries in order to provide a secure and reliable source of natural gas to its customers. In return for utilizing the excess capacities of the transportation and storage rights, the asset manager pays Roanoke Gas a monthly utilization fee. In accordance with an SCC order issued in 2018, a portion of the utilization fee is retained by the Company with the balance passed through to customers through reduced gas costs. OnThe ~~March~~current ~~26,~~asset ~~2025,~~management ~~the~~contract ~~Company~~was ~~entered~~signed ~~into~~for a ~~new asset~~three ~~manager~~year ~~agreement~~period ~~effective~~which ~~April~~will ~~1, 2025 and is set to~~ expire onin March ~~31,~~ 2028.

Equity Investment in Mountain Valley Pipeline

The Company ~~has~~owns a less than 1% interest in the LLC that owns and operates the MVP, ~~which~~Southgate isand ~~accounted~~Boost, as defined in the respective operating agreements. The Company accounts for asits aninterest in the LLC under the equity ~~investment~~method of accounting given the LLC maintains specific ownership accounts for each investor, and aalso ~~less~~considering ~~than~~the 1%Company's ~~interest~~rights inunder the ~~Southgate~~LLC ~~pipeline,~~management ~~which~~agreement isand ~~contemplated~~the toCompany's ~~interconnect~~involvement ~~with~~as a stakeholder of the MVP. The ~~and~~Company ~~accounted~~has ~~for~~been ~~under~~using the ~~cost~~equity method since the inception of its investment in fiscal 2016.

~~From inception through May 2024, earnings from the LLC were primarily attributable to AFUDC income.~~ With the MVP in operation, the Company recognizes its share of earnings from the LLC, favorably adjusted for a basis difference between the Company's proportional share of assets and its carrying value that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. This basis difference amortization is a favorable non-cash adjustment over the operational life of the MVP, or 40 years. For the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~fiscal ~~ended~~2026 ~~June~~and ~~30,~~ 2025, the Company recorded equity in earnings of consolidated ~~affiliate~~ affiliates of approximately $~~772~~827,000 and $~~2.4 million~~854, ~~respectively, compared to $283,~~000 ~~and $3.0 million for the same periods in 2024~~, ~~with the 2024 amounts being derived from AFUDC~~respectively. ~~Midstream~~The ~~has~~Company received a quarterly cash ~~distributions~~distribution of its share from the LLC totaling approximately $~~2.7~~753,000 ~~million~~and $802,000 during the first ~~nine~~quarter ~~months~~ of fiscal 2026 and 2025 , respectively, which was a return on its invested capital~~. Future~~, ~~quarterly~~and ~~distributions~~expects ~~are~~future ~~expected~~quarterly distributions to be of a similar magnitude. The Company is using this cash to pay interest and other expenditures related to Midstream. The Company refinanced all of the debt supporting its investment in the MVP in September 2025, as described in the liquidity section.

Regulatory

See Note 4 of the condensed consolidated financial statements for discussion on Regulatory matters.

Capital Resources and Liquidity

Due to the capital-intensive nature of the utility business, as well as the impact of weather variability, the Company’s primary capital needs are the funding of its capital projects, the seasonal funding of its natural gas inventories and accounts receivables, debt service and payments of dividends to shareholders. The Company anticipates funding these items through its operating cash flows, credit availability under short-term and long-term debt agreements and proceeds from the sale of its common stock.

Cash and cash equivalents increased by $1335,~~232,704~~665 for the ~~nine~~three-month period ended ~~June~~December 3031, 2025 compared to an increase of $1,~~028~~204,~~662~~178 for the ~~nine~~three-month period ended ~~June~~December 3031, 2024. The following table summarizes the sources and uses of cash:

	Nine Months Ended June 30,
	Three Months Ended December 31,
Cash Flow Summary	2025			2024
Net cash provided by operating activities	$	281,~~273~~079,~~016~~860		$	17827,~~056,186~~190
Net cash used in investing activities		(156,~~756~~185,~~669~~720	)		(165,~~544~~751,~~262~~463	)
Net cash (used in) provided by financing activities		(11,283,643	)		516,738
Net cash provided by financing activities		5,441,525			6,128,451
Increase in cash and cash equivalents	$	1335,~~232,704~~665		$	1,~~028~~204,~~662~~178

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Cash Flows Provided by Operating Activities:

The seasonal nature of the natural gas business causes operating cash flows to fluctuate significantly during the year as well as from year-to-year. Factors, including weather, energy prices, natural gas storage levels and customer collections, contribute to working capital levels and related cash flows. Generally, operating cash flows are positive during the second and third fiscal quarters as a combination of earnings, declining storage gas levels and collections on customer accounts contribute to higher cash inflows. During the first and fourth fiscal quarters, operating cash flows are generally moderate and decrease due to increases in natural gas storage levels and rising customer receivable balances.

Cash flows from operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 increased by $11252,~~216,830~~670 compared to the same period last year. Colder ~~The~~weather ~~table~~and ~~below~~increased ~~summarizes~~gas costs compared to the ~~significant~~same ~~components~~period oflast year resulted in higher accounts receivable and accounts payable balances increasing operating cash flows:. Pipeline and storage capacity charges during the first three months of fiscal 2026 increased over $1,100,000 from the same period in the prior year. Additionally, total commodity costs increased from $3.44 per DTH during the first quarter of fiscal 2025 to $3.93 per DTH during the first quarter of fiscal 2026. WNA revenues for the first three months of fiscal 2026 declined by approximately $819,000 from the same period last year as previously discussed, increasing operating cash.

	Nine Months Ended June 30,						Increase/
Cash Flow From Operating Activities:	2025			2024			(Decrease)
Net income	$	13,484,309		$	11,620,074		$	1,864,235
Non-cash adjustments:
Depreciation		8,609,472			8,285,761			323,711
Equity in earnings		(2,427,470	)		(2,979,823	)		552,353
Distribution from unconsolidated affiliate		2,658,656			—			2,658,656
Changes in working capital and regulatory assets and liabilities:
Accounts receivable		(2,033,388	)		(1,323,520	)		(709,868	)
Gas in storage		2,407,209			3,953,984			(1,546,775	)
Change in over collection of gas costs		4,104,239			1,066,611			3,037,628
Accounts payable		1,312,082			577,245			734,837
Supplier refunds		861,438			(242,685	)		1,104,123
Change in accrued WNA revenues		504,562			(1,503,472	)		2,008,034
Rate refund		(37,500	)		(652,018	)		614,518
Other		(1,170,593	)		(1,745,971	)		575,378
Net cash provided by operating activities	$	28,273,016		$	17,056,186		$	11,216,830

The increase in operating cash flows is primarily due to higher net income and the cash distributions received from the LLC, along with direct impacts from weather and increased pipeline and storage capacity charges. During the first nine months of fiscal 2025, the Company received approximately $2,659,000 in quarterly cash distributions from the LLC, which was has been accounted for as a return on its invested capital. In addition, colder weather and increased gas costs compared to the same period last year resulted in higher accounts receivable and accounts payable balances. Pipeline and storage capacity charges during the first nine months of fiscal 2025 increased over $3,100,000 from the same period in the prior year. Additionally, total commodity costs increased from $3.53 per DTH in the first nine months of fiscal 2024 to $3.69 per DTH in the first nine months of fiscal 2025. WNA revenues for the first nine months of fiscal 2025 declined by approximately $2.7 million from the same period last year corresponding to an 18% increase in the number of heating degree days between periods. This decline in WNA receivable contributed $2.0 million in additional operating cash. In December 2024, the Company received an approximate $890,000 supplier refund, resulting from a FERC rate case settlement, from one of the interstate pipelines that supplies the Company with natural gas.

Cash Flows Used in Investing Activities:

Investing activities primarily consist of expenditures related to Roanoke Gas' utility property, which includes replacing aging natural gas pipe with new plastic or coated steel pipe, improvements to the LNG plant and gas distribution system facilities and expansion of its natural gas system to meet new customer demand. The Company is continuing its focus on SAVE infrastructure replacement projects, including the replacement of pre-1973 first generation plastic pipe. New customer demand for natural gas continues to be steady and therefore extending the natural gas distribution system within its service territory is also a priority. Roanoke Gas' total capital expenditures for the ~~nine~~three-month period ended ~~June~~December 3031, 2025 were approximately $155.76 million compared to $165.6 7 million during the same period last year. Total fiscal ~~2025~~2026 capital expenditures are expected to be approximately $22 million. ~~Midstream~~With continues to be invested in the LLC; however, the Company did not make capital contributions in 2024 or 2025 under a prior agreement with the LLC's managing partner. Accordingly, Midstream's ownership percentage declined during the remaining construction period of the project. Now that the MVP is in service, Midstream will incur periodic, future capital investment related to ongoing MVP operations requirements and system improvements. Midstream has and will continue to make capital investments in Southgate~~. The~~ ~~targeted~~and ~~timing for completion of the Southgate project is 2028~~Boost.

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Cash Flows Provided by Financing Activities:

Financing activities generally consist of borrowings and repayments under credit agreements, issuance of common stock and the payment of dividends. Net cash flows ~~used~~provided inby financing activities were approximately $115.3 4 million for the ~~nine~~three months ended ~~June~~December 3031, 2025, compared to approximately $~~517,000~~6.1 ~~in net cash flows provided by~~million ~~financing activities~~ for the same period last year. The $~~11.8 million~~700,000 decrease in financing cash flows is primarily attributable to net ~~payments~~ borrowings of $67.24 million under Roanoke Gas' line-of-credit during the first ~~nine~~three months of fiscal ~~2025~~2026 compared to net borrowings of $37.3 9 million in the same period last year. Additionally, during the first quarter of fiscal 2026, Midstream repaid a net $169,000 compared to borrowing a net $40,000 during the same period in the prior year. Notes 6 and 7 provide details on the Company's line-of-credit and borrowing activity.

In addition, Resources issued a total of 7419,~~057~~492 shares of common stock resulting in net proceeds of approximately $~~1.5 million.~~384,000 ~~No shares were issued through the ATM program~~ during the first ~~nine~~three months of fiscal ~~2025. During~~2026, ~~the~~compared ~~same~~to ~~period~~issuing ~~last year~~14,792 ~~Resources~~shares ~~issued~~of ~~177,906~~common stock ~~shares~~resulting ~~for~~in net proceeds of approximately $~~3.5 million~~269,000 ~~including~~during ~~85,501~~ the first three months of fiscal 2025. No shares were issued through the ATM program ~~for~~during ~~approximately~~the ~~$1.7~~first ~~million,~~quarter ~~net~~ of ~~fees~~fiscal 2026 or 2025.

Management regularly evaluates the Company’s liquidity through a review of its available financing resources and its cash flows. ~~Resources~~Roanoke ~~maintains~~Gas ~~the~~has ~~ability~~a toterm ~~raise~~note ~~equity~~in ~~capital~~the ~~through~~principal ~~its~~amount ~~ATM~~of ~~program,~~$15 ~~private~~million ~~placement~~coming ordue ~~other~~in ~~public~~August ~~offerings~~2026. Management believes Roanoke Gas has access to sufficient financing resources to meet its cash requirements for the next year, including ~~the~~cash ~~line~~from ofoperations ~~credit~~ and the ~~two~~line ~~private~~of ~~shelf facilities~~credit. Roanoke Gas may also adjust capital spending as necessary, if such a need would arise.

With the MVP in service, Midstream's future cash requirements will relate to regular monthly operating expenses, debt service and capital contributions. The Company has received three quarterly cash distributions from MVP totaling approximately $2.7 million during the first nine months of fiscal 2025, and going forward should receive similar distributions quarterly. Subsequent to the end of the quarter, the Company entered into a firm letter of commitment with two banks for long-term structures related to the debt that supports its investment in Midstream as discussed more fully in Note 7. Under the letter of commitment, Midstream will enter into a new loan with a seven-year term bearing an interest rate of SOFR plus 1.55%. In addition to interest, Midstream will repay principal based on a schedule aligned with the MVP shipper contracts, which expire in June 2044 and will approximate $2.8 million annually. With these firm commitments, the Company has classified all debt related to Midstream as long-term except for $2.5 million of principal amortization expected in the coming 12 months. Covenants on these facilities are similar to the existing arrangements. The Company expects to consummate the arrangement in the fourth quarter of fiscal 2025. 29

~~The Company believes this new debt structure in conjunction with cash distributions from MVP and support from~~ RGC ~~Resources~~RESOURCES, ~~as needed, will enable Midstream to satisfy all of its obligations, including amortization, while the LLC works to increase cash flows~~INC. ~~The~~ ~~Company~~AND ~~believes this will enhance the value of the Company's investment.~~SUBSIDIARIES

AsMidstream's future cash requirements will relate to regular monthly operating expenses, debt service and capital contributions. The Company has received a quarterly cash distribution from MVP in fiscal 2026 of ~~June~~approximately 30$753,000, and should receive similar quarterly distributions going forward. On September 5, 2025, ~~Resources~~Midstream established new amortizing term notes with two banks in the initial amounts of $38.6 million and $15 million, which refinanced and replaced all of Midstream's ~~long-~~outstanding debt. This term ~~capitalization~~notes ~~ratio~~mature on ~~was~~September ~~45%~~5, ~~equity~~2032. Also on September 5, 2025, Midstream entered into a new Loan Agreement for the MVP Southgate extension and ~~55%~~MVP Boost expansion that can be drawn to principal amounts of $1.85 million and $3.65 million, respectively. These loans mature on September 5, 2030, at which time the outstanding principal balance on each note is due. With the establishment of the new term notes, Midstream's total debt principal payments over the succeeding 12 months is $2,846,018. Management believes that it will be able to meet Midstream's cash requirements over the ensuing 12-month period with availability on the Southgate and Boost Loan Agreements and its quarterly cash distributions from MVP.

As of December 31, 2025, Resources' long-term capitalization ratio was 43% equity and 57% debt.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to be effective in providing reasonable assurance that information required to be disclosed in reports under the Exchange Act are identified, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow for timely decisions regarding required disclosure.

Through ~~June~~December 3031, 2025, the Company has evaluated, under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of ~~June~~December 3031, 2025.

Changes in Internal Control over Financial Reporting

OnManagement ~~April~~routinely 1,reviews ~~2025,~~ the Company’s ~~implemented~~internal acontrol ~~new~~over ~~enterprise~~financial ~~resource~~reporting ~~planning~~and ~~(“ERP”)~~makes ~~system~~changes, ~~which~~as ~~replaced the existing ERP system~~necessary, to ~~improve~~enhance the ~~efficiency~~effectiveness of ~~certain~~the ~~financial~~internal ~~and~~controls. There ~~related~~were ~~transactional~~no changes ~~processes;~~in ~~this~~internal ~~system~~control ~~did~~over ~~not~~financial ~~replace~~reporting ~~the~~that ~~system~~occurred ofduring ~~record~~the ~~for~~three ~~revenue~~months ~~transactions~~ended December ~~with~~31, ~~customers. In~~2025, ~~connection~~that ~~with~~have ~~this~~materially ~~implementation~~affected, ~~the~~or ~~Company~~are ~~has~~reasonably ~~enhanced~~likely ~~its~~to ~~processes~~materially ~~and procedures~~affect, ~~which~~the ~~has~~Company’s ~~resulted in changes to~~ internal control over financial reporting~~, to align with the upgraded system functionality~~. ~~The Company will continue to monitor and evaluate the operating effectiveness of the related controls during subsequent periods.~~

Management routinely reviews the Company’s internal control over financial reporting and makes changes, as necessary, to enhance the effectiveness of the internal controls. Except for the implementation of the new ERP system, there were no other changes in internal control over financial reporting that occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Because of the inherent limitations in an effective internal control system, any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements, due to error or fraud, from occurring in the consolidated financial statements. Additionally, management is required to use judgment in evaluating controls and procedures.

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Part II – Other Information

ITEM 1 – LEGAL PROCEEDINGS

None.

ITEM 1A – RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Resources' Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

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ITEM 6 – EXHIBITS

Number						Description
10.1						Natural Gas Asset Management Agreement by and between Roanoke Gas Company and DTE Energy Trading, Inc. effective as of April 1, 2025 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed March 31, 2025).
10.2						Guaranty Agreement by RGC Resources, Inc. in favor of DTE Energy Trading, Inc. effective April 1, 2025 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed March 31, 2025).
31.1						Rule 13a–14(a)/15d–14(a) Certification of Principal Executive Officer
31.2						Rule 13a–14(a)/15d–14(a) Certification of Principal Financial Officer
32.1*						Section 1350 Certification of Principal Executive Officer
32.2*						Section 1350 Certification of Principal Financial Officer
101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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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 thereunto duly authorized.

		RGC Resources, Inc.
Date: August 12, 2025	By:	/s/ Timothy J. Mulvaney
Date: February 9, 2026	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer
		(Principal Financial Officer)

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