ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 7, 2022, Roanoke Gas Company ("Roanoke"), the utility subsidiary of RGC Resources, Inc., entered into the Third Amendment to the Natural Gas Asset Management Agreement (the "Amendment"), dated September 23, 2022, with Sequent Energy Management LLC, formerly Sequent Energy Management, L.P. ("Sequent"), effective as of April 1, 2023. The Amendment modifies the original Natural Gas Asset Management Agreement and prior amendments between Roanoke and Sequent by extending the term of the agreement for an additional 24 months through March 31, 2025 and amending the utilization fee.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS





(d) Exhibits.
10.1            Amendment No. 3 to Natural Gas Asset Management Agreement dated
              September 23, 2022, by and between Roanoke Gas Company and Sequent
              Energy Management LLC*.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Exhibit M to this agreement is not included with this filing. The Registrant hereby undertakes and agrees to furnish supplementally a copy of this exhibit to the Securities and Exchange Commission upon request.

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