RGC RESOURCES INC Stock Compensation Disclosure
| 10. | COMMON STOCK OPTIONS |
The KEYSOP provides for the issuance of common stock options to officers and certain other full-time salaried employees to acquire shares of the Company’s common stock. As of September 30, 2025, the number of shares available for future grants was 16,000.
ASC 718, Compensation-Stock Compensation, requires that compensation expense be recognized for the issuance of equity instruments to employees. No options were granted during the fiscal year ended September 30, 2025. During the fiscal year ended September 30, 2024, the Board approved stock option grants to certain officers. As required by the KEYSOP, each option's exercise price per share equaled the fair value of the Company's common stock on the grant date. Pursuant to the plan, the options vest over a -month period and are exercisable over a -year period from the date of issuance.
As the Company's stock options are not traded on the open market, the fair value of each grant is estimated on the date of grant using the Black-Scholes option pricing model including the following assumptions:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Expected volatility | N/A | 32.07 | % | |||||
| Expected dividends | N/A | 2.84 | % | |||||
| Expected exercise term (years) | N/A | 7 | ||||||
| Risk-free interest rate | N/A | 4.95 | % | |||||
The underlying methods regarding each assumption are as follows:
Expected volatility is based on the historical volatility of the daily closing price of the Company's common stock.
Expected dividend rate is based on historical dividend payout trends.
Expected exercise term is based on the average time historical option grants were outstanding before being exercised.
Risk-free interest rate is based on the 7-year Treasury rate on the date of option grant.
Forfeitures are recognized when they occur.
Stock option transactions under the Company's plans are summarized below.
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Terms (years) | Aggregate Intrinsic Value1 | |||||||||||||
| Options outstanding, September 30, 2023 | 22,000 | $ | 20.23 | 5.6 | $ | 18,388 | ||||||||||
| Options granted | 10,000 | 16.62 | ||||||||||||||
| Options forfeited | (4,000 | ) | 19.90 | |||||||||||||
| Options outstanding, September 30, 2024 | 28,000 | $ | 18.98 | 5.8 | $ | 127,988 | ||||||||||
| Options granted | — | |||||||||||||||
| Options exercised | — | |||||||||||||||
| Options outstanding, September 30, 2025 | 28,000 | $ | 18.98 | 4.8 | $ | 125,388 | ||||||||||
| Vested and exercisable at September 30, 2025 | 28,000 | $ | 18.98 | 4.8 | $ | 125,388 | ||||||||||
(1) Aggregate intrinsic value includes only those options where the exercise price is below the market price.
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Weighted-average grant date option fair value | $ | — | $ | 5.15 | ||||
| Stock-based compensation | — | 51,500 | ||||||
| Intrinsic value of options exercised | — | — | ||||||
| Proceeds from exercise of stock options | — | — | ||||||
Stock-based compensation related to stock options disclosed in the table above is included within operations and maintenance expense on the consolidated statements of income.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.