ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


          APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
          OFFICERS.

(e) Compensatory Arrangements of Certain Officers

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

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

OF THE CODE OF ETHICS.

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits.
10.1            Change in Control Agreement between RGC Resources, Inc. and Mr. Paul W.
              Nester effective May 1, 2023.
10.2            Change in Control Agreement between RGC Resources, Inc. and Mr. Jason A.
              Field effective May 1, 2023.
10.3            Change in Control Agreement between RGC Resources, Inc. and Mr. Lawrence
              T. Oliver effective May 1, 2023.
10.4            Change in Control Agreement between RGC Resources, Inc. and Mr. Carl J.
              Shockley, Jr. effective May 1, 2023.
10.5            Change in Control Agreement between RGC Resources, Inc. and Mrs. C.
              Brooke Miles effective May 1, 2023.
14.1            Code of Ethics
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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