Spire Inc SEC Filings

Spire Inc. issued $200,000,000 aggregate principal amount of 6.375% Junior Subordinated Notes due 2086 under an existing shelf registration and an underwriting agreement dated January 5, 2026. The notes were issued pursuant to an indenture with Regions Bank as trustee, as supplemented on January 12, 2026. Spire states that it intends to use the net proceeds, together with other funds, to redeem all outstanding 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with an aggregate $250.0 million liquidation preference, at which point 10,000,000 related depositary shares would also be redeemed, or for other general corporate purposes. Spire has applied to list the notes on the New York Stock Exchange and expects trading to begin within 30 days after issuance if the application is approved.

Spire Inc. is offering $200,000,000 of 6.375% junior subordinated notes due 2086, with an option for underwriters to buy up to an additional $30,000,000. The notes pay interest quarterly starting June 1, 2026, and can be redeemed by Spire starting March 1, 2031, or earlier upon specified tax or rating-agency events. Spire may defer interest for up to 40 consecutive quarters, during which unpaid interest compounds.

Net proceeds of about $193.5 million (or $222.5 million if the over-allotment is fully exercised) are intended to help redeem all $250 million liquidation preference of its 5.90% Series A preferred stock and to fund general corporate purposes. The notes are deeply subordinated to Spire’s senior debt and structurally subordinated to subsidiary obligations, and Spire plans to list them on the New York Stock Exchange. The supplement also describes a pending $2.48 billion Piedmont Tennessee gas business acquisition and related pro forma financials and risks.

Spire Inc. is issuing new junior subordinated notes due 2086, with quarterly interest that can be deferred for up to 40 consecutive quarters, and plans to list the notes on the New York Stock Exchange. The company expects to use the net proceeds, together with other funds, to redeem all outstanding 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with a $250.0 million liquidation preference and for general corporate purposes.

The notes rank junior to approximately $2,297.0 million of parent-level Priority Indebtedness and are structurally subordinated to about $2,899.1 million of subsidiary long-term debt as of September 30, 2025. Spire is also pursuing the $2.48 billion Piedmont Acquisition of a Tennessee gas utility serving about 205,000 customers, with pro forma combined operating revenues of $2,781.0 million and net income of $233.9 million for the year ended September 30, 2025, assuming completion and related financing.

Spire Inc., along with subsidiaries Spire Missouri Inc., Spire Alabama Inc. and Spire Tennessee Inc., entered into a First Amendment to their Second Amended and Restated Loan Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lender banks. The amendment adds Spire Tennessee as a borrower under the Loan Agreement and extends the Final Maturity Date to October 11, 2030.

The borrowers and their affiliates maintain customary banking relationships with the banks under the Loan Agreement for various financial services, which are not material individually or in the aggregate. Spire, Spire Missouri and Spire Alabama have paid arrangement and extension fees as described in a Fee Letter dated December 4, 2025. The amendment is also reported as creating a direct financial obligation under Item 2.03.

Spire Inc., through its wholly owned subsidiary Spire Tennessee Inc., has entered into a Master Note Purchase Agreement to issue and sell an aggregate $825,000,000 principal amount of Series 2026 Senior Notes in a private placement to institutional investors. The notes are split into five tranches maturing on April 1 of 2029, 2031, 2033, 2036 and 2038.

If the closing occurs on or before March 31, 2026, interest rates range from 4.59% to 5.44% per year across the tranches, stepping up to between 4.65% and 5.50% if closing is delayed until after May 31, 2026 and on or before June 30, 2026. The notes will be issued at par as senior unsecured obligations of Spire Tennessee, and the closing will take place on a date selected by Spire Tennessee after the Acquisition Condition is satisfied and on or before June 30, 2026. Proceeds will be applied as described under “Use of Proceeds” in an investor presentation provided to the purchasers.

Spire Inc. is asking shareholders to vote at its virtual 2025 annual meeting on January 29, 2026, on three items: electing three directors (Sheri Cook, Vinny Ferrari and Rob Jones), an advisory vote to approve named executive officer pay, and ratification of Deloitte & Touche as independent auditor for fiscal 2026.

For fiscal 2025, Spire reports consolidated net income of $271.7 million, or $4.37 per diluted share, up from $250.9 million, or $4.19, in 2024. Adjusted earnings rose to $275.5 million, or $4.44 per diluted share, and the annual dividend was increased for the twenty‑third straight year to $3.30 per common share.

Leadership changes include Scott E. Doyle becoming president and CEO in April 2025 and the planned appointment of Steven C. Greenley as COO in October 2025. Spire highlights an agreement with Duke Energy to acquire the Piedmont Natural Gas Tennessee business, expected to close in early 2026, along with favorable Missouri regulatory outcomes. The 10‑member Board is 90% independent, 40% female and 20% ethnically diverse, and emphasizes pay‑for‑performance compensation, sustainability oversight and broad risk and cybersecurity management.

Spire Inc. announced that it has posted an investor presentation about a planned private offering of $825 million aggregate principal amount of Senior Notes to be issued by its subsidiary Spire Tennessee Inc. The notes financing is expressly conditioned on closing Spire’s acquisition, through Spire Tennessee, of the operations of Piedmont Natural Gas Tennessee in the Nashville, Tennessee area.

The company emphasizes that there is no assurance the acquisition will be completed or that the Senior Notes offering will be completed, or completed on the terms or within the timeframe currently contemplated. The Senior Notes will be offered and sold in a private placement exempt from registration, meaning they are not registered under the Securities Act or state securities laws and cannot be publicly offered in the United States without registration or an applicable exemption. The investor presentation is furnished under Regulation FD and is not incorporated into other securities filings unless specifically referenced.

Spire Inc. (SR) issued two long-dated junior subordinated debt series totaling $900,000,000 to help fund a major natural gas acquisition. The company sold $450,000,000 of 6.250% Series A Junior Subordinated Notes due 2056 and $450,000,000 of 6.450% Series B Junior Subordinated Notes due 2056 under an underwriting agreement dated November 18, 2025. Spire intends to use the net proceeds, along with other funds, to finance the purchase of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation. The notes were issued under an indenture and supplemental indenture with Regions Bank as trustee and were offered off an effective Form S-3 shelf registration and related prospectus and prospectus supplement.