Form 4: RGC Resources VP & COO Acquires Shares via Restricted Stock Plan

RGC Resources' VP & COO, C. James Shockley Jr., acquired 5,171 shares of common stock through a restricted stock plan, increasing his beneficial ownership to 49,060.232 shares.

Summary

• C. James Shockley Jr., Vice President & Chief Operating Officer of RGC Resources Inc. (RGCO), acquired 5,171 shares of common stock on January 2, 2026.
• The shares were issued pursuant to an award under the company's Restricted Stock Plan at a price of $21.4 per share.
• The acquired shares will vest over a three-year period: 1,723.667 shares vested on January 2, 2026, 1,723.667 shares will vest on January 4, 2027, and 1,723.666 shares will vest on January 3, 2028.
• Following this transaction, C. James Shockley Jr.'s total beneficial ownership of RGC Resources common stock is 49,060.232 shares.
• This total beneficial ownership includes 5,158.999 shares of unvested restricted stock from current and prior grants.
• C. James Shockley Jr. also holds 4,500 employee stock options with an exercise price of $16.367, which became exercisable on June 8, 2017, and expire on December 8, 2026.

Sentiment

Score: 7

Explanation: The acquisition of shares by a key executive, even if part of a compensation plan, generally signals confidence in the company's future and aligns management's interests with shareholders, which is a positive indicator.

Positives

• The acquisition of shares by a key executive, C. James Shockley Jr., through a restricted stock plan, aligns management's interests with those of shareholders.
• The vesting schedule over three years incentivizes long-term performance and retention of the executive.

Negatives

• The acquisition was part of a compensation plan rather than an open market purchase, which might be viewed differently by some investors compared to direct insider buying.

Risks

• The value of the restricted stock is subject to the future market price of RGC Resources common stock, meaning the executive's compensation is tied to company performance.
• The unvested portion of the restricted stock (5,158.999 shares) represents a future compensation component that is not yet fully realized.

Future Outlook

The future outlook for C. James Shockley Jr.'s compensation includes the vesting of 3,447.333 shares of restricted stock in two tranches on January 4, 2027, and January 3, 2028. Additionally, his 4,500 employee stock options will expire on December 8, 2026, providing a window for potential exercise.

Industry Context

This transaction reflects a standard practice in executive compensation within the utility or energy sector, where restricted stock awards are used to align executive incentives with long-term shareholder value and ensure retention. Such plans are common across publicly traded companies to attract and retain senior talent.

Comparison to Industry Standards

• Restricted stock awards with multi-year vesting schedules are a common component of executive compensation packages in the U.S. market, aligning with best practices for long-term incentive plans.
• The use of Rule 10b5-1 plans for pre-arranged transactions is standard for insiders to avoid accusations of trading on material non-public information, demonstrating adherence to regulatory compliance.

Corporate Governance

Related Party Transactions

• The acquisition of common stock by C. James Shockley Jr., an officer of RGC Resources Inc., from the company under a Restricted Stock Plan, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value due to the executive's increased equity stake and long-term vesting schedule.
• Employees: The compensation structure for executives, including restricted stock, can influence overall employee morale and retention strategies.

Next Steps

• The remaining 3,447.333 shares of restricted stock will vest in two tranches on January 4, 2027, and January 3, 2028.
• C. James Shockley Jr. has until December 8, 2026, to exercise his 4,500 employee stock options.

Key Dates

Keywords

RGC Resources, RGCO, Insider Transaction, Form 4, Restricted Stock, Executive Compensation, Beneficial Ownership, Stock Options, Corporate Governance