Spire (NYSE: SR) details $2.48B Tennessee gas utility acquisition

Q: How much did Spire (SR) pay for the Tennessee Piedmont Natural Gas business?

Spire agreed to pay $2.48 billion in cash, with estimated working capital and other adjustments bringing total consideration to about $2.50 billion . This price exceeds the acquired net assets of $1.71 billion , resulting in preliminary goodwill of $788.5 million on Spire’s balance sheet.

Q: How is Spire (SR) financing the Tennessee gas acquisition?

Spire is funding the approximately $2.50 billion purchase mainly with new debt. Financing includes $900 million of junior subordinated notes, $825 million of privately placed senior notes, an $800 million senior unsecured term loan, and about $47 million of excess proceeds from a prior note issuance.

Q: What are the key financial metrics of the acquired Tennessee gas business?

For 2025, the acquired business reported $326.3 million in total revenue and $121.6 million excess of revenues over direct expenses. At December 31, 2025, it had total assets of $1.95 billion and total liabilities of $236.6 million , largely in regulated utility plant and obligations.

Q: How does the acquisition affect Spire’s pro forma earnings and EPS?

On a pro forma basis for fiscal year ended September 30, 2025 , combined net income available to common shareholders is $211.9 million , versus Spire’s historical $256.6 million . Basic earnings per share decrease from $4.39 historically to pro forma $3.63 , reflecting higher interest and transaction costs.

Q: What additional debt costs does Spire (SR) incur from the financing transactions?

The pro forma statements show an increase of $149.3 million in annual interest expense tied to the new junior subordinated notes, senior notes, term loan, and related issuance cost amortization. A 0.125% interest rate change would alter pro forma interest expense by about $3.2 million for the full fiscal year.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Spire Inc. filed an amended Form 8‑K to add audited financials and pro forma results for its completed acquisition of Duke Energy’s Tennessee Piedmont Natural Gas business. The acquired utility generated $326.3 million in 2025 revenue and $121.6 million excess of revenues over direct expenses, and brings $1.95 billion of assets and $236.6 million of assumed liabilities onto Spire’s balance sheet.

Spire paid approximately $2.50 billion in cash and recorded $788.5 million of goodwill. Pro forma for the deal and related financings, fiscal 2025 combined net income available to common shareholders is $211.9 million, or $3.63 per basic share.

Insights

Large regulated utility acquisition with heavy debt funding, but modest pro forma earnings dilution.

Spire’s purchase of the Tennessee Piedmont Natural Gas business for approximately $2.50 billion adds a sizeable regulated distribution system with 2025 revenue of $326.3 million and excess of revenues over direct expenses of $121.6 million. Most acquired assets and obligations fall under cost‑of‑service regulation, supporting long-term cash flow visibility.

The transaction is financed primarily with new debt: $900 million in junior subordinated notes, $825 million in privately placed senior notes, and an $800 million term loan, plus about $47 million of incremental note proceeds. Pro forma interest expense rises by $149.3 million for the fiscal year ended September 30, 2025, increasing leverage.

After transaction and financing adjustments, pro forma fiscal 2025 net income available to common shareholders is $211.9 million, compared with Spire’s historical $256.6 million, and basic EPS is $3.63 versus $4.39. The filing also shows goodwill of $788.5 million, reflecting the premium over the acquired net asset base.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Purchase consideration: $2.50 billion cash Acquired 2025 revenue: $326.3 million Excess of revenues over direct expenses: $121.6 million +5 more

8 metrics

Purchase consideration $2.50 billion cash Estimated total consideration including closing adjustments

Acquired 2025 revenue $326.3 million Year ended December 31, 2025, Tennessee Piedmont Natural Gas Business

Excess of revenues over direct expenses $121.6 million Year ended December 31, 2025, acquired business

Assets acquired $1.95 billion Total assets of acquired business at December 31, 2025

Liabilities assumed $236.6 million Total liabilities of acquired business at December 31, 2025

Goodwill recorded $788.5 million Preliminary purchase price allocation

New junior subordinated notes $900 million Aggregate principal amount issued November 24, 2025

Pro forma basic EPS $3.63 per share Fiscal year ended September 30, 2025, combined company

Key Terms

Annual Review Mechanism, Allowance for Funds Used During Construction, Asset retirement obligations, Regulatory assets, +2 more

6 terms

Annual Review Mechanism financial

"The Company’s primary cost recovery mechanisms are the Annual Review Mechanism (“ARM”) and Purchased Gas Adjustment."

Allowance for Funds Used During Construction financial

"Allowance for Funds Used During Construction (“AFUDC”) and Interest Capitalized"

Allowance for funds used during construction (AFUDC) is the accounting practice of adding the cost of borrowing money and using company funds while building long-term assets to the value of that asset instead of treating it as an immediate expense. For investors, AFUDC matters because it boosts reported profits and increases the company’s asset base today while deferring financing costs to future periods, similar to adding construction loan interest to the price of a house under renovation.

Asset retirement obligations financial

"Asset retirement obligations (“ARO”) ARO’s are recognized when there is a legal obligation to incur retirement costs"

Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.

Regulatory assets financial

"Regulatory assets and regulatory liabilities are recognized on the Statements of Assets Acquired and Liabilities Assumed."

Bridge Facilities financial

"senior unsecured bridge term loan facilities in an aggregate principal amount of up to $2.48 billion ... (the “Bridge Facilities”)."

Junior Subordinated Notes financial

"Series A of $450 million and Series B of $450 million junior subordinated notes issued on November 24, 2025"

Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.

Understanding 8-K Material Events →

04/06/2026 - 05:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

     Commission
File Number

     Name of Registrant, Address of Principal
Executive Offices and Telephone Number

     State of
Incorporation

     IRS Employer
Identification No.

     1-16681

     Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500

     Missouri

     74-2976504

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock $1.00 par value	SR	New York Stock Exchange LLC

6.375% Junior Subordinated Notes due 2086	SRJN	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note.

On March 31, 2026, Spire, Inc. (“Spire” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8‑K (the “Original Form 8‑K”) reporting that the Company had completed its previously announced acquisition of the Tennessee Piedmont Natural Gas business from Duke Energy (the “Acquired Business”). This Current Report on Form 8-K/A is being filed to amend the Original Form 8-K to include the historical audited financial statements of the Acquired Business, as well as the pro forma combined financial information, required by Items 9.01(a) and 9.01(b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Form 8-K. The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only in accordance with the requirements of Form 8-K. It does not purport to represent the actual results of operations that the Company and Acquired Business would have achieved had the transactions been consummated as of the dates indicated, nor is it intended to project the future results of operations that the combined company may achieve. Except as described above, no other changes have been made to the Original Form 8‑K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of the Acquired Business.

Filed herewith are the following financial statements of the Acquired Business:

•

Audited Abbreviated Financial Statements of the Acquired Business as of and for the years ended December 31, 2025 and December 31, 2024.

(b) Pro forma financial information.

Filed herewith are the following pro forma condensed combined financial information:

•

Unaudited Pro Forma Condensed Combined Balance Sheet of Spire as of December 31, 2025;

•

Unaudited Pro Forma Condensed Combined Statement of Income of Spire for the year ended September 30, 2025; and

•

Unaudited Pro Forma Condensed Combined Statement of Income of Spire for the three months ended December 31, 2025.

(d) Exhibits.


Exhibit No.	Description
23.1	Consent of Deloitte & Touche LLP
99.1	Audited Abbreviated Financial Statements of the Acquired Business as of and for the years ended December 31, 2025 and December 31, 2024
99.2	Unaudited Pro Forma Condensed Combined Balance Sheet of Spire as of December 31, 2025 and Unaudited Pro Forma Condensed Combined Statements of Income of Spire for the year ended September 30, 2025 and for the three months ended December 31, 2025
104	Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Spire Inc.
Date:	April 6, 2026	By:	/s/ Adam Woodard
			Adam Woodard Executive Vice President and Chief Financial Officer

Exhibit 99.1

Tennessee Piedmont Natural Gas Business

(A business of Duke Energy Corporation)

Abbreviated Financial Statements

December 31, 2025 and December 31, 2024

Exhibit 99.1

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

INDEX TO ABBREVIATED FINANCIAL STATEMENTS

Page Number

Independent Auditor’s Report............................................................................................................................. 3

Statements of Revenues and Direct Expenses for the Years Ended December 31, 2025 and 2024....................5

Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024........................... 6

Notes to Abbreviated Financial Statements ........................................................................................................7

Exhibit 99.1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Duke Energy Corporation

Opinion

We have audited the abbreviated financial statements of Tennessee Piedmont Natural Gas Business of Duke Energy Corporation (the “Company”), which comprise the Statements of Assets Acquired and Liabilities Assumed as of December 31, 2025 and 2024, and the related Statements of Revenues and Direct Expenses for the years then ended, and the related notes to the abbreviated financial statements (collectively referred to as the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of December 31, 2025 and 2024, and its revenues and direct expenses for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis of Accounting

As discussed in Note 1 to the financial statements, the financial statements have been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission and are not intended to be a complete presentation of the Company’s financial position or results of operations. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.

Exhibit 99.1

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

March 11, 2026

Exhibit 99.1

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Statements of Revenues and Direct Expenses


	Years Ended December 31,
(in thousands)		2025		2024
Revenues
Regulated natural gas	$	321,961	$	285,540
Nonregulated natural gas and other		4,312		3,650
Total revenues		326,273		289,190
Direct Expenses
Cost of natural gas		99,009		63,069
Operation, maintenance and other		68,363		65,981
Depreciation and amortization		35,914		33,043
Property and other taxes		10,884		7,159
Other income, net		(3,638)		(121)
Interest income, net		(5,864)		(4,883)
Total direct expenses		204,668		164,248
Excess of Revenues Over Direct Expenses	$	121,605	$	124,942

See Notes to Abbreviated Financial Statements

Exhibit 99.1

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Statements of Assets Acquired and Liabilities Assumed


(in thousands)	December 31,
(in thousands)		2025		2024
ASSETS ACQUIRED
Current Assets
Receivables (net of allowance for doubtful accounts of $2,519 at 2025 and $2,613 at 2024)	$	79,172	$	63,320
Inventory		11,307		12,458
Regulatory assets		16,121		16,689
Other		302		291
Total current assets		106,902		92,758
Property, Plant and Equipment
Cost		2,219,468		2,068,595
Accumulated depreciation and amortization		(418,356)		(399,131)
Net property, plant and equipment		1,801,112		1,669,464
Other Noncurrent Assets
Regulatory assets		40,552		34,595
Other		402		535
Total other noncurrent assets		40,954		35,130
Total Assets Acquired	$	1,948,968	$	1,797,352
LIABILITIES ASSUMED
Current Liabilities
Accounts payable	$	57,650	$	41,703
Regulatory liabilities		480		4,518
Other		8,133		5,370
Total current liabilities		66,263		51,591
Other Noncurrent Liabilities
Asset retirement obligations		3,599		4,099
Regulatory liabilities		161,221		165,741
Other		5,553		4,621
Total other noncurrent liabilities		170,373		174,461
Total Liabilities Assumed	$	236,636	$	226,052

See Notes to Abbreviated Financial Statements

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

NOTE 1. OVERVIEW AND BASIS OF PRESENTATION

Background and Nature of Operations

Duke Energy Corporation and its subsidiaries (collectively referred to as “Duke” or “Parent”) is an energy company headquartered in Charlotte, North Carolina. Duke is one of America’s largest energy holdings companies and operates through its subsidiary registrants: Duke Energy Carolinas, LLC, Progress Energy, Inc., Duke Energy Florida, LLC, Duke Energy Ohio, Inc., Duke Energy Indiana, LLC, Duke Energy Progress, LLC, Inc., and Piedmont Natural Gas Company, Inc. (“PNG”).

The Tennessee Piedmont Natural Gas Business of Duke Energy Corporation (collectively, the “Company”) is part of Duke’s subsidiary, PNG, which is a regulated public utility primarily engaged in the distribution of natural gas to approximately 1.2 million residential, commercial, industrial and power generation customers in portions of North Carolina, South Carolina and Tennessee, including customers served by municipalities who are wholesale customers. The Company is engaged in the distribution of natural gas to customers in the state of Tennessee, which includes nearly 3,800 miles of distribution and transmission pipelines and a liquefied natural gas facility serving approximately 205,000 customers. The primary operations are executed in Nashville, Tennessee.

On July 29, 2025, Duke entered into an agreement (“APA”) with Spire, Inc. (“Buyer”) to sell the Company for $2.48 billion in cash. The transaction is expected to be completed on March 31, 2026. See Note 3 for further information. Completion of the transaction is subject to customary closing conditions, including approval from the Tennessee Public Utility Commission (“TPUC”). Hearing on the sale was held before the TPUC on February 17, 2026. The TPUC is expected to render a decision on the transfer on March 16, 2026.

Basis of Presentation

The accompanying Abbreviated Financial Statements (referred to as the “Financial Statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and have been prepared for inclusion in the 8-K filing of the Buyer as required by Rule 3-05(e), “Financial statements of businesses acquired or to be acquired”, of the United States Securities and Exchange Commission’s (“SEC”) Regulation S-X. It is impracticable to prepare complete financial statements related to the Company as it was not a separate legal entity of the Parent and never operated as a stand-alone business, division or subsidiary. The Parent has never prepared full stand-alone or full carve-out financial statements for the Company and has never maintained distinct and separate accounts necessary to prepare such financial statements. The Financial Statements are based upon the APA and relief under SEC Rule 3-05(e) as the acquisition by the Buyer meets the qualifying conditions established by the SEC to provide abbreviated financial statements in lieu of full financial statements of the acquired business.

The Financial Statements have been derived from the accounting records of the Parent using historical results of operations and financial position information. The Financial Statements have been prepared to reflect the assets acquired and liabilities assumed by the Buyer in accordance with the APA and include the revenues of the Company and include costs directly associated with producing revenue, including a reasonable allocation of certain direct expenses, and exclude expenses not directly involved in revenue producing activities, such as corporate overhead unrelated to the operational activities, interest expense on debt that is not assumed by the Buyer, and income tax expense. Therefore, the Financial Statements are not intended to be a complete presentation of the financial position or results of operations of the Company in conformity with GAAP. The Financial Statements are not indicative of the financial condition or results of operations of the Company on a go-forward and stand-alone basis. As the Company has historically been managed as part of the operations of the Parent and has not been operated as a stand-alone entity,

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

information about the Company’s operating, investing, and financing cash flows is not available. As such, statements of cash flows are not presented in the Financial Statements.

Direct expenses attributed to the Company include employee costs, storage and delivery costs, facility related, regulatory costs, and other maintenance costs. The Financial Statements include an allocation of expenses, including shared support functions, office supplies, and rent that directly supports the revenue generation of the Company as they are recovered through rates charged to customers. These expenses were allocated in a manner consistent with the ratemaking process as approved by the Tennessee Public Utility Commission (“TPUC”). Management believes such allocations reflect the costs to support the revenue generation of the Company. Indirect expenses which are not otherwise allocated to the Company in the rates approved by TPUC, have been excluded from the Financial Statements.

The Statements of Assets Acquired and Liabilities Assumed include only the assets acquired by the Buyer pursuant to the APA or otherwise agreed upon between the Parent and the Buyer. Certain assets and liabilities related to the Company will not be sold per the terms of the APA and are therefore not included in the Statements of Assets Acquired and Liabilities Assumed. The Financial Statements exclude goodwill, as there was no goodwill specifically identifiable to the Company. All intercompany transactions between the Company and the Parent are considered to be effectively settled in the Financial Statements as all intercompany arrangements will be settled prior to the sale.

During the periods presented in these Financial Statements, the operations of the Company were included in the consolidated U.S. federal and state income tax returns filed by the Parent. A provision for income taxes has not been presented in the Financial Statements as permissible under Rule 3-05(e).

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

In preparing these Financial Statements, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the related disclosures at the date of the Financial Statements. Actual results could differ from those estimates. These Financial Statements include allocations and estimates that are not necessarily indicative either of the costs and assets that would have resulted if the Company had operated as a separate business, or of the future results of the Company.

Regulatory Accounting

The majority of the Company’s operations are subject to price regulation for the sale of natural gas by state utility commission or the Federal Energy Regulatory Commission (“FERC”). When prices are set on the basis of specific costs of the regulated operations and an effective franchise is in place such that sufficient natural gas can be sold to recover those costs, the Company applies regulatory accounting. Regulatory accounting changes the timing of the recognition of costs or revenues relative to a Company that does not apply regulatory accounting. As a result, regulatory assets and regulatory liabilities are recognized on the Statements of Assets Acquired and Liabilities Assumed. Regulatory assets and liabilities are amortized consistent with the treatment of the related cost in the ratemaking process. Regulatory assets are reviewed for recoverability each reporting period. If a regulatory asset is no longer deemed probable of recovery, the deferred cost is charged to earnings. See Note 3 for further information.

Regulatory accounting rules also require recognition of a disallowance (also called "impairment") loss if it becomes probable that part of the cost of a plant under construction (or a recently completed plant or an abandoned plant) will

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

be disallowed for ratemaking purposes and a reasonable estimate of the amount of the disallowance can be made. For example, if a cost cap is set for a plant still under construction, the amount of the disallowance is a result of a judgment as to the ultimate cost of the plant. These disallowances can require judgments on the allowed future rate recovery.

When it becomes probable that regulated transmission or distribution assets will be abandoned, the cost of the asset is removed from the plant in service. The value that may be retained as a regulatory asset on the Statement of Assets Acquired and Liabilities Assumed for the abandoned property is dependent upon amounts that may be recovered through regulated rates, including any return. As such, an impairment charge could be partially or fully offset by the establishment of a regulatory asset if rate recovery is probable. The impairment charge for a disallowance of costs for regulated plants under construction, recently completed or abandoned, is based on discounted cash flows.

The Company utilizes cost-tracking mechanisms, commonly referred to as purchase gas adjustment (“PGA”) clauses. These clauses allow for the recovery of natural gas costs through surcharges on customer rates. The difference between the costs incurred and the surcharge revenues is recorded either as an adjustment to Revenues or Direct Expenses – Cost of natural gas on the Statements of Revenues and Direct Expenses, with an off-setting impact on regulatory assets or liabilities.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The fair value definition focuses on an exit price versus the acquisition cost. Fair value measurements use market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. A midmarket pricing convention (the midpoint price between bid and ask prices) is permitted for use as a practical expedient.

Fair value measurements are classified in three levels based on the fair value hierarchy as defined by GAAP. Certain investments are not categorized within the fair value hierarchy. These investments are measured at fair value using the net asset value per share practical expedient. The net asset value is derived based on the investment cost, less any impairment, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer.

At both December 31, 2025, and December 31, 2024, the fair value of accounts receivable and accounts payable are not materially different from their carrying amounts because of the short-term nature.

Inventory

Natural gas storage inventory is primarily used to meet load variations on the Company’s system. Gas is injected into storage during periods of low demand and withdrawn from storage during periods of peak demand. Gas is withdrawn from storage at weighted average cost.

Materials and supplies inventory related to regulated operations are valued at historical cost. Inventory is charged to expense or capitalized to property, plant and equipment when issued, primarily using the average cost method. Excess or obsolete inventory is written down to the lower of cost or net realizable value. Once inventory has been written down, it creates a new cost basis for the inventory that is not subsequently written up. Provisions for inventory

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

write-offs were not material on December 31, 2025, and 2024, respectively. The components of inventory are presented in the table below.


	December 31,
(in thousands)		2025		2024
Natural gas, oil and other	$	10,689	$	11,595
Materials and supplies		618		863
Total inventory	$	11,307	$	12,458

Property, Plant and Equipment

Property, plant and equipment are stated at the lower of depreciated historical cost net of any disallowances or fair value, if impaired. The Company capitalizes all construction-related direct labor and material costs, as well as indirect construction costs such as general engineering, taxes and financing costs. See “Allowance for Funds Used During Construction (“AFUDC”) and Interest Capitalized” section below for information on capitalized financing costs. Costs of renewals and betterments that extend the useful life of property, plant and equipment are also capitalized. The cost of repairs, replacements and major maintenance projects, which do not extend the useful life or increase the expected output of the assets are expensed as incurred. Depreciation is generally computed over the estimated useful life of the asset using the composite straight-line method. Depreciation studies are conducted periodically to update composite rates and are approved by TPUC when required. The composite weighted average depreciation rates were 2.21% and 2.06% for the years ended December 31, 2025 and 2024.

In general, when the Company retires regulated property, plant and equipment, the original cost plus the cost of retirement, less salvage value and any depreciation already recognized, is charged to accumulated depreciation. However, when it becomes probable the asset will be retired substantially in advance of its original expected useful life or is abandoned, the cost of the asset and the corresponding accumulated depreciation is recognized as a separate asset. If the asset is still in operation, the net amount is classified as Facilities to be retired, net on the Statements of Assets Acquired and Liabilities Assumed. If the asset is no longer operating, the net amount is classified in Regulatory assets on the Statements of Assets Acquired and Liabilities Assumed if deemed recoverable (see discussion of long-lived asset impairments below). The carrying value of the asset is based on historical cost if the Company is allowed to recover the remaining net book value and a return equal to at least the incremental borrowing rate. If not, an impairment is recognized to the extent the net book value of the asset exceeds the present value of future revenues discounted at the incremental borrowing rate.

When the Company sells entire regulated operating units, the original cost and accumulated depreciation and amortization balances are removed from Property, Plant and Equipment on the Statements of Assets Acquired and Liabilities Assumed. Any gain or loss is recorded in earnings, unless otherwise required by the applicable regulatory body.

The Company evaluates long-lived assets that are held and used for impairment when circumstances indicate the carrying value of those assets may not be recoverable. An impairment exists when a long-lived asset’s carrying value exceeds the estimated undiscounted cash flow expected to result from the use and eventual disposition of the asset. The estimated cash flows may be based on alternative expected outcomes that are probability weighted. If the carrying value of the long-lived asset is not recoverable based on these estimated future undiscounted cash flows, the carrying value of the asset is written down to its then current estimated fair value and an impairment charge is recognized.

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

The Company assesses the fair value of long-lived assets that are held and used using various methods, including recent comparable third-party sales, internally developed discounted cash flow analysis and analysis from outside advisors. Triggering events to reassess cash flows may include, but are not limited to, significant changes in commodity prices, the condition of an asset or management’s interest in selling the asset. See Note 4 for additional information.

Allowance for Funds Used During Construction (“AFUDC”) and Interest Capitalized

For regulated operations, the debt and equity costs of financing the construction of property, plant and equipment are reflected as AFUDC and capitalized as a component of the cost of property, plant and equipment. AFUDC equity is reported on the Statements of Revenue and Direct Expenses as non-cash income in Other income, net. AFUDC debt is reported in Interest income, net. After construction is completed, the Company is permitted to recover these costs through their inclusion in rate base and the corresponding subsequent depreciation or amortization of those regulated assets.

Asset Retirement Obligations (“ARO”)

ARO’s are recognized when there is a legal obligation to incur retirement costs associated with the retirement of a long-lived asset and the obligation can be reasonably estimated. The Company has identified legal obligations related to the retirement of gas pipelines. The present value of the initial obligation and subsequent updates are based on discounted cash flows, which include estimates regarding timing of future cash flows, selection of discount rates and cost escalation rates, among other factors. These estimates are subject to change. Actual costs incurred may vary from estimates due to regulatory requirements, changes in technology, and increased labor, materials and equipment costs. ARO charges are recorded to the cost of removal reserve within regulatory liabilities.

Revenue Recognition

The Company recognizes revenue as customers obtain control of promised goods and services in an amount that reflects consideration expected in exchange for those goods or services. Generally, the delivery of natural gas results in the transfer of control to customers at the time the commodity is delivered and the amount of revenue recognized is equal to the amount billed to each customer, including estimated volumes delivered when billings have not yet occurred. See Note 5 for further information.

Loss Contingencies and Environmental Liabilities

Contingent losses are recorded when it is probable a loss has occurred, and the loss can be reasonably estimated. When a range of probable loss exists and no amount within the range is a better estimate than any other amount, the minimum amount in the range is recorded. Unless otherwise required by GAAP, legal fees are expensed as incurred.

In August 2024, a Tennessee trial court issued an adverse legal judgment against PNG in a condemnation case involving BlueRoad Fontanel, LLC. PNG has appealed the decision and, based on its evaluation of the legal merits and consultation with external counsel, does not believe it is probable that a liability has been incurred as of December 31, 2025 and 2024. Accordingly, no accrual has been recorded in the Financial Statements. However, it is reasonably possible that a loss could be incurred if the appeal is unsuccessful. If so, the loss could be material to the Company, with a potential exposure of approximately $13.9 million plus interest. The interest component of the judgement

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

includes pre-judgement interest of approximately $4.7 million calculated through August 2024, and post-judgement interest of approximately $2.6 million through December 2025. Post-judgement interest continues to accrue through the appeal period at an interest rate of approximately 10.5% per annum. The Company continues to evaluate the recoverability of any potential loss through future regulatory proceedings.

Environmental liabilities are recorded on an undiscounted basis when environmental remediation or other liabilities become probable and can be reasonably estimated.

The reserves for probable and estimable costs related to the various environmental sites were $3.7 million and $4.5 million for the year ended December 31, 2025 and 2024, respectively. These reserves are recorded in Other noncurrent liabilities on the Statements of Assets Acquired and Liabilities Assumed.

Environmental expenditures related to operations that generate current or future revenues are expensed or capitalized, as appropriate. Certain environmental expenditures receive regulatory accounting treatment and are recorded as regulatory assets. See Note 3 for further information.

Other Current Liabilities

The following table provides a description of amounts included in Other within Current Liabilities that exceed 5% of total Current Liabilities on the Company's Statements of Assets Acquired and Liabilities Assumed at either December 31, 2025, or 2024.


	December 31,
(in thousands)		2025		2024
Customer deposits	$	4,475	$	3,964
Other		3,658		1,406
Total other current liabilities	$	8,133	$	5,370

New Accounting Standards

No new account standards were adopted by the Company in 2025.

The following new accounting standards have been issued but not yet adopted by the Company as of December 31, 2025.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued new accounting guidance that requires disclosures of disaggregated information for certain cost and expense categories. This new guidance does not change the expense captions presented on the Statement of Direct Revenues and Expenses but requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the financial statements. For the Company, the amendments will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing implementation of this guidance on the financial statement disclosures and expects it will have no impact on the results of operations or financial condition.

NOTE 3. REGULATORY MATTERS

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

The Company records regulatory assets and liabilities that result from the ratemaking process. See Note 2 for further information.

The TPUC has authority over the construction and operation of the Company’s facilities. The underlying concept of utility ratemaking is to set rates at a level that allows the utility to collect revenues equal to its cost of providing service plus a reasonable rate of return on its invested capital, including equity. The Company is also subject to certain federal regulations, including from FERC, Pipeline and Hazardous Materials Safety Administration, and U.S. Environmental Protection Agency.

The Company’s primary cost recovery mechanisms are the Annual Review Mechanism (“ARM”) and Purchased Gas Adjustment. The rate adjustments implemented under the ARM reflect changes in the Company’s jurisdictional operating revenues, cost of service, and rate base. Jurisdictional operating revenues and expenses exclude gains or losses related to gas supply hedging activities, off system sales, other gas supply and capacity secondary marketing activities, and other non-jurisdictional transactions as determined by the TPUC. Annually, the Company files for approval to update base rates and to recover or refund the revenue requirement deficiency or sufficiency of the previous calendar year (the Historical Base Period, or “HBP”).

On September 10, 2025, Piedmont and Spire jointly filed applications with the TPUC and the FERC to facilitate the transfer of Piedmont’s Tennessee utility operations to Spire. The TPUC filing requests approval of the transfer of utility service authority and related authorizations. The FERC filing sought temporary and limited waivers of certain capacity release regulations to support the efficient transfer to Spire of Piedmont’s jurisdictional transportation and storage agreements, consistent with similar waivers granted in past utility transactions. On October 31, 2025, the FERC issued an order granting the requested waivers. On February 17, 2026, a hearing on the sale was held before the TPUC for approval of the transfer of utility services to Spire. The TPUC is expected to render a decision on the transfer on March 16, 2026.

Regulatory Assets and Liabilities

The following table presents the regulatory assets and liabilities recorded on the Company's Statements of Assets Acquired and Liabilities Assumed.


	December 31,				Earns/Pays a Return	Recovery/ Refund
(in thousands)		2025		2024		Period Ends
Regulatory Assets
Tennessee ARM Deferral	$	30,600	$	33,230	(a)	(b)
Natural gas deferral		9,384		-	(a)	(b)
Pension deferred costs		4,448		5,931		(c)
Environmental expenses		4,952		5,406		(d)
ARO		3,737		4,209		(e)
Other regulatory assets		3,552		2,508	(a)	(b)
Total regulatory assets		56,673		51,284
Less: Current portion		16,121		16,689
Total noncurrent regulatory assets	$	40,552	$	34,595
Regulatory Liabilities

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements


Costs of removal (“COR”) regulatory liability	$	121,699	$	126,553		(e)
Net regulatory liability related to income taxes		40,002		40,019		(b)
Natural gas deferral		-		3,687	(a)	(b)
Total regulatory liabilities		161,701		170,259
Less: Current portion		480		4,518
Total noncurrent regulatory liabilities	$	161,221	$	165,741

(a)

Certain costs earn/pay a return

(b)

The expected recovery or refund period varies or has not been determined

(c)

Recovery over an 8 year period ending December 31, 2028

(d)

Incremental expenses recovered over a 3 year period

(e)

Recovery over the life of the associated assets

Descriptions of regulatory assets and liabilities summarized in the table above follow.

Tennessee ARM Deferral. Represents amounts to be recovered for HBP true-up and deferred depreciation and carrying costs on the portion of capital expenditures placed in service but not yet reflected in rates.

On October 10, 2022, the TPUC approved PNG’s petition to adopt an ARM as allowed by Tennessee law. Under the ARM, Piedmont will adjust rates annually to achieve its allowed 9.80% Return on Equity (“ROE”).

2024 Tennessee Annual Review Mechanism

On September 9, 2024, the TPUC approved a settlement between Piedmont and the Consumer Advocate Division of the Tennessee Attorney General's Office, which provided for recovery of the Historic Base Period Reconciliation cost of service of $15 million through rider rates and an increase in PNG's base rates of $5 million for the Annual Base Rate Reset component of the ARM. These amounts result in a total increase of $20 million with adjusted rates effective October 1, 2024.

2025 Tennessee Annual Review Mechanism

On September 15, 2025, the TPUC approved a settlement between Piedmont and the Consumer Advocate Division of the Tennessee Attorney General's Office, which provided for recovery of the Historic Base Period Reconciliation cost of service of $0.04 million through rider rates and an increase in PNG's base rates of $8.6 million for the Annual Base Rate Reset component of the ARM. These amounts result in a total increase of $8.64 million with adjusted rates effective October 1, 2025.

Pension deferred costs. Represents deferral of pension amounts to meet the Company's obligation to qualified employees and retirees pursuant to the 2020 TPUC Rate Case Settlement.

Environmental expenses. Represents third-party environmental remediation costs associated with the Nashville Manufactured Gas Plant.

ARO. Represents regulatory assets or liabilities, including deferred depreciation and accretion, related to legal obligations associated with the future retirement of property, plant and equipment.

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

COR regulatory liability. Represents funds received from customers to cover the future removal of property, plant and equipment from retired or abandoned sites as property is retired.

Net regulatory liability related to income taxes. Amounts for the Company include regulatory liabilities related primarily to the impact of the Tax Cuts and Jobs Act.

Natural gas deferral. Represents net over-recovery or under-recovery of gas purchase costs under the PGA rider.

NOTE 4. PROPERTY, PLANT AND EQUIPMENT

The following table summarizes the property, plant and equipment of the Company.


	December 31,
(in thousands)	Average Remaining Useful Life (Years)		2025		2024
Land		$	66,734	$	65,475
Plant – Regulated
Natural gas distribution	63		1,980,469		1,851,753
Other buildings and improvements	54		33,752		33,666
Equipment	18		12,978		12,784
Construction in process			113,205		94,402
Other	30		12,330		10,515
Total property, plant and equipment			2,219,468		2,068,595
Total accumulated depreciation – regulated			(418,356)		(399,131)
Total net property, plant and equipment		$	1,801,112	$	1,669,464

NOTE 5. REVENUE

The Company recognizes revenue consistent with amounts billed under tariff offerings or at contractually agreed upon rates based on actual physical delivery of natural gas services, including estimated volumes delivered when billings have not yet occurred. As such, the majority of the Company’s revenues have fixed pricing based on the contractual terms of the published tariffs. The variability in expected cash flows of the majority of the Company's revenue is attributable to the customer’s volumetric demand and the ultimate quantities of natural gas supplied and used during the billing period. The stand-alone selling price of related sales are designed to support recovery of prudently incurred costs and an appropriate return on invested assets and are primarily governed by published tariff rates or contractual agreements approved by relevant regulatory bodies. Certain excise taxes and franchise fees levied by state or local governments are required to be paid even if not collected from the customer. These taxes are recognized on a gross basis as part of revenues. The Company elects to account for all other taxes net of revenues.

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements

Performance obligations are satisfied over time as natural gas is delivered and consumed with billings generally occurring monthly and related payments due within 30 days, depending on regulatory requirements. In no event does the timing between payment and delivery of the goods and services exceed one year. Using this output method for revenue recognition provides a faithful depiction of the transfer of natural gas services as customers obtain control of the commodity and benefit from its use at delivery. Additionally, the Company has an enforceable right to consideration for natural gas delivered at any discrete point in time and will recognize revenue at an amount that reflects the consideration to which the Company is entitled for the natural gas delivered.

As described above, the majority of the Company’s tariff revenues are at will and, as such, related contracts with customers have an expected duration of one year or less and will not have future performance obligations for disclosure. Additionally, other long-term revenue streams, generally provide services that are part of a single performance obligation, the delivery of natural gas. As such, other than material fixed consideration under long-term contracts, related disclosures for future performance obligations are also not applicable.

Weather normalization adjusts revenues either up or down depending on how much warmer or colder than normal a given month has been. Weather normalization adjustments occur from October through April.

Gas Utilities and Infrastructure

The Company earns its revenue through retail natural gas services through transportation, distribution and sale of natural gas. The Company generally provides retail natural gas service customers with all natural gas load requirements. Additionally, while natural gas can be stored, substantially all-natural gas provided by the Company is consumed by customers simultaneously with receipt of delivery.

Retail natural gas service is marketed throughout the Company's natural gas service territory using published tariff rates. The tariff rates are established by regulators in the Company's service territories. Each tariff, which is assigned to customers based on customer class, has multiple components, such as commodity charge, demand charge, customer or monthly charge and transportation costs. The Company considers each of these components to be aggregated into a single performance obligation for providing natural gas service. For contracts where the Company provides all of the customer’s natural gas needs, the delivery of natural gas is considered a single performance obligation satisfied over time, and revenue is recognized monthly based on billings and unbilled estimates as service is provided and the commodity is consumed over the billing period. Additionally, natural gas service is typically at will and customers can cancel service at any time, without a substantive penalty. The Company also adheres to applicable regulatory requirements to ensure the collectability of amounts billed and receivable and appropriate mitigating procedures are followed when necessary.

Disaggregated Revenues

Revenue by customer class is most meaningful to the Company as each respective customer class collectively represents unique customer expectations of service, generally has different energy and demand requirements, and operates under tailored, regulatory approved pricing structures. Additionally, each customer class is impacted differently by weather and a variety of economic factors including the level of population growth, economic investment, employment levels, and regulatory activities. As such, analyzing revenues disaggregated by customer class allows the Company to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Disaggregated revenues are presented as follows:

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements


		Year ended December 31,
(in thousands)		2025		2024
Residential	$	185,688	$	166,433
Commercial		106,863		96,029
Industrial		25,864		21,018
Other revenues		7,858		5,710
Total revenue from contracts with customers	$	326,273	$	289,190

Trade and other receivables are evaluated based on an estimate of the risk of loss over the life of the receivable and current and historical conditions using supportable assumptions. Management evaluates the risk of loss for trade and other receivables by comparing the historical write-off amounts to total revenue over a specified period. Historical loss rates are adjusted due to the impact of current conditions, as well as forecasted conditions over a reasonable time period. The calculated write-off rate can be applied to the receivable balance for which an established reserve does not already exist. Management reviews the assumptions and risk of loss periodically for trade and other receivables.

NOTE 6. Related Party

The Company engages in related party transactions in accordance with the applicable state and federal commission regulations. Transactions with related parties included in the Statements of Revenues and Direct Expenses are presented in the following table.


		Year ended December 31,
(in thousands)		2025		2024
Corporate governance and shared service expenses(a)	$	33,846	$	34,585
Indemnification coverages(b)		930		714
Rent charges(c)		1,748		1,908

(a)

The Company is charged their proportionate share of corporate governance and other shared services costs, primarily related to shared support functions, office supplies, rent, as well as other third-party costs. These amounts are recorded in Operation, maintenance and other on the Statements of Revenues and Direct Expenses.

(b)

The Company incurs expenses related to certain indemnification coverages through Bison Insurance Company Limited, the Parent’s wholly owned captive insurance subsidiary. These expenses are recorded in Operation, maintenance and other on the Statements of Revenues and Direct Expenses.

(c)

The company is charged rent for their usage of shared office space. These expenses are recorded in Operation, maintenance and other on the Statements of Revenues and Direct Expenses.

NOTE 7. Other Income

The components of Other income, net on the Statements of Revenues and Direct Expenses are as follows.


		Year ended December 31,
(in thousands)		2025		2024
AFUDC equity	$	(3,374)	$	(1,072)
Nonoperating expense, other		(264)		951

Tennessee Piedmont Natural Gas Business of Duke Energy Corporation

Notes to Abbreviated Financial Statements


Other income, net		$	(3,638)		$	(121)

NOTE 8. Subsequent Events

Subsequent events have been evaluated through March 11, 2026, the date the Financial Statements were available for issuance.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On July 27, 2025, Spire Inc. (“Spire” or the “Company”), a Missouri corporation, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Piedmont Natural Gas Company, Inc. (“Piedmont”), a North Carolina corporation and wholly owned subsidiary of Duke Energy Corporation (“Duke Energy”), pursuant to which Spire agreed to acquire 100% of Piedmont’s Tennessee natural gas local distribution company business (the “Acquired Business”) for cash consideration of $2.48 billion subject to customary adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at closing (the “Acquisition”). On March 31, 2026, Spire completed the acquisition, subject to customary purchase price adjustments.

Contemporaneously with the execution of the Purchase Agreement, Spire entered into a commitment letter with Bank of Montreal and BMO Capital Markets Corp. (the “Commitment Parties”) pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions therein, senior unsecured bridge term loan facilities in an aggregate principal amount of up to $2.48 billion, comprised of a Tranche A facility of up to $1.88 billion and a Tranche B facility of up to $600 million (together, the “Bridge Facilities”). The commitments under the Bridge Facilities were terminated in connection with the closing of the Acquisition.

For the purposes of the unaudited pro forma condensed combined financial statements, the Company has assumed that the funding consists of (i) proceeds from the $900 million aggregate principal amount of Series A of $450 million and Series B of $450 million junior subordinated notes issued on November 24, 2025, (ii) proceeds from the concurrent issuance at the closing of the Acquisition of senior unsecured notes (the “Senior Notes”) through a private placement in an aggregate principal amount of approximately $825 million pursuant to a master note purchase agreement dated December 17, 2025, consisting of $130 million due April 1, 2029; $160 million due April 1, 2031; $105 million due April 1, 2033; $250 million due April 1, 2036; and $180 million due April 1, 2038, (iii) proceeds of $800 million from a senior unsecured term loan entered into on March 26, 2026, consisting of a Tranche A facility of $600 million maturing on March 30, 2027 and a Tranche B facility of $200 million maturing on March 30, 2027, and (iv) approximately $47 million of net proceeds from the issuance on February 9, 2026 of $400 million aggregate principal amount Senior Notes due September 1, 2031 (collectively, the “Financing Transactions”). In addition, on March 30, 2026, Spire announced the sale of its gas marketing business, Spire Marketing Inc., for $215 million, subject to customary closing conditions, including regulatory approvals. The Company expects to use the net proceeds from the sale to repay borrowings incurred in connection with the Acquisition. The effects of this transaction are not reflected in the unaudited pro forma condensed combined financial information.

The Acquisition has satisfied the waiting period without objection under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On September 10, 2025, Piedmont and Spire jointly filed applications with the Tennessee Public Utility Commission (the “TPUC”) and the Federal Energy Regulatory Commission (the “FERC”) to facilitate the transfer of Piedmont’s Tennessee utility operations to Spire. On October 31, 2025, the FERC approved the transfer of gas supply contracts to Spire. On March 16, 2026, the TPUC approved the transfer of utility services to Spire. After receiving all regulatory approvals, Spire completed the Acquisition on March 31, 2026, subject to customary purchase price adjustments as set forth in the Purchase Agreement.

The following unaudited pro forma condensed combined financial information reflects the Acquisition and the Financing Transactions as described above and has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), with Spire as the acquiring entity for accounting purposes, and reflects estimates and assumptions deemed appropriate by the Company’s management to give effect to the Acquisition and the Financing Transactions as if they had been completed on December 31, 2025, with respect to the unaudited pro forma condensed combined balance sheet, and on October 1, 2024, with respect to the unaudited pro forma condensed combined statements of income.

The unaudited pro forma condensed combined financial information includes adjustments that reflect the accounting for the Acquisition and the Financing Transactions in accordance with U.S. GAAP. Refer to the notes to the unaudited pro forma financial information for additional information regarding the basis of presentation and pro forma adjustments.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the following:

•

The accompanying notes to the unaudited pro forma condensed combined financial information;

•

The historical unaudited condensed consolidated financial statements of Spire as of and for the quarter ended December 31, 2025 and the accompanying notes thereto included in Spire’s Quarterly Report on Form 10-Q for such fiscal quarter filed on February 3, 2026;

•

The historical audited consolidated financial statements of Spire as of and for the fiscal year ended September 30, 2025 and the accompanying notes thereto included in Spire’s Annual Report on Form 10-K for such fiscal year filed on November 14, 2025;

Exhibit 99.2

•

The historical unaudited abbreviated financial statements of the Acquired Business as of and for the nine months ended September 30, 2025 and the accompanying notes thereto that were included as an exhibit in Spire’s 8-K filed on November 17, 2025; and

•

The audited abbreviated financial statements of the Acquired Business as of and for the fiscal years ended December 31, 2025 and December 31, 2024, and the accompanying notes thereto.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been if the Acquisition and the Financing Transactions occurred as of the dates indicated. The unaudited pro forma condensed combined financial information also should not be considered indicative of the future results of operations or financial position of the combined company following the completion of the Acquisition, which will differ, perhaps materially, from those shown in this information. The unaudited pro forma adjustments represent the Spire management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The Company estimated the fair value of the assets and liabilities of the Acquired Business based on a preliminary valuation. A final determination of the fair value of the acquired assets and assumed liabilities will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statements of operations; therefore the final purchase consideration allocation will be different, perhaps materially, than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

(In millions)


		Spire As of December 31, 2025		Acquired Business As of December 31, 2025 (Note 2)		Acquisition Transaction Accounting Adjustments (Note 4)	Note		Financing Transaction Accounting Adjustments (Note 4)	Note		Pro Forma Combined
ASSETS
Utility Plant	$	9,490.1	$	2,219.5	$	(418.4)	(b)	$	-		$	11,291.2
Less: Accumulated depreciation and amortization		2,628.2		418.4		(418.4)	(b)		-			2,628.2
Net Utility Plant		6,861.9		1,801.1		-			-			8,663.0
Non-utility Property (net of accumulated depreciation and amortization of $139.2 at December 31, 2025,		1,003.4		-		-			-			1,003.4
Other Investments		125.4		-		-			-			125.4
Total Other Property and Investments		1,128.8		-		-			-			1,128.8
Current Assets:
Cash and cash equivalents		4.1		-		(2,530.1)	(a)		2,552.9	(f)		26.9
Accounts receivable:
Utility		426.2		79.2		-			-			505.4
Other		198.8				-			-			198.8
Allowance for credit losses		(28.7)				-			-			(28.7)
Delayed customer billings		18.5				-			-			18.5
Inventories:
Natural gas		203.4		10.7		-			-			214.1
Propane Gas		8.6		-		-			-			8.6
Materials and supplies		47.5		0.6		-			-			48.1
Regulatory assets		63.4		16.1		-			-			79.5
Prepayments		34.5				-			-			34.5
Other		62.2		0.3		-			-			62.5
Total Current Assets		1,038.5		106.9		(2,530.1)			2,552.9			1,168.2
Deferred Charges and Other Assets:
Goodwill		1,171.6		-		788.5	(c)		-			1,960.1
Regulatory assets		1,331.4		40.6		-			-			1,372.0
Other		349.7		0.3		-			-			350.0
Total Deferred Charges and Other Assets		2,852.7		40.9		788.5			-			3,682.1
Total Assets	$	11,881.9	$	1,948.9	$	(1,741.6)		$	2,552.9		$	14,642.1

Exhibit 99.2


		Spire As of December 31, 2025		Acquired Business As of December 31, 2025 (Note 2)		Acquisition Transaction Accounting Adjustments (Note 4)	Note		Financing Transaction Accounting Adjustments (Note 4)	Note		Pro Forma Combined
CAPITALIZATION AND LIABILITIES
Capitalization:
Preferred stock ($25.00 par value per share; 10.0 million depositary shares authorized, issued and outstanding at December 31, 2025)	$	242.0	$	-	$	-		$	-		$	242.0
Common stock (par value $1.00 per share; 70.0 million shares authorized; 59.1 million shares issued and outstanding at December 31, 2025)		59.1		-		-			-			59.1
Paid-in capital		1,981.8		-		-			-			1,981.8
Net parent investment		-		1,712.3		(1,712.3)	(d)		-			-
Retained earnings		1,127.7		-		(26.9)	(e)		-			1,100.8
Accumulated other comprehensive income		22.1		-		-			-			22.1
Total Shareholders' Equity		3,432.7		1,712.3		(1,739.2)			-			3,405.8
Temporary equity		5.9		-		-			-			5.9
Long-term debt (less current portion)		4,449.4		-		-			1,754.7	(f)		6,204.1
Total Capitalization		7,888.0		1,712.3		(1,739.2)			1,754.7			9,615.8
Current Liabilities:
Current portion of long-term debt		488.1		-		-			798.2	(f)		1,286.3
Notes payable		412.0		-		-			-			412.0
Accounts payable		309.5		57.7		(2.4)	(e)		-			364.8
Advance customer billings		48.9		-		-			-			48.9
Wages and compensation accrued		29.7		-		-			-			29.7
Customer deposits		34.1		-		-			-			34.1
Taxes accrued		63.5		-		-			-			63.5
Regulatory liabilities		34.4		0.5		-			-			34.9
Other		293.1		8.1		-			-			301.2
Total Current Liabilities		1,713.3		66.3		(2.4)			798.2			2,575.4

Exhibit 99.2


		Spire As of December 31, 2025		Acquired Business As of December 31, 2025 (Note 2)		Acquisition Transaction Accounting Adjustments (Note 4)	Note		Financing Transaction Accounting Adjustments (Note 4)	Note		Pro Forma Combined
Deferred Credits and Other Liabilities:
Deferred income taxes		914.1		-		-			-			914.1
Pension and postretirement benefit costs		47.7		-		-			-			47.7
Asset retirement obligations		589.5		3.6		-			-			593.1
Regulatory liabilities		587.6		161.2		-			-			748.8
Other		141.7		5.5		-			-			147.2
Total Deferred Credits and Other Liabilities		2,280.6		170.3		-			-			2,450.9
Commitments and Contingencies
Total Capitalization and Liabilities	$	11,881.9	$	1,948.9	$	(1,741.6)		$	2,552.9		$	14,642.1

See accompanying notes to the condensed unaudited pro forma financial information.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Three Months Ended December 31, 2025

(In millions, except per share data)


		Spire For the Three Months Ended December 31, 2025		Acquired Business For the Three Months Ended December 31, 2025 (Note 2)		Acquisition Transaction Accounting Adjustments (Note 5)	Note		Financing Transaction Accounting Adjustments (Note 5)	Note		Pro Forma Combined
Operating Revenues	$	762.2	$	114.3	$	-		$	-		$	876.5
Operating Expenses:
Natural gas		312.7		36.7		-			-			349.4
Operation and maintenance		139.9		18.1		-			-			158.0
Depreciation and amortization		81.4		10.7		-			-			92.1
Taxes, other than income taxes		54.7		1.0		-			-			55.7
Total Operating Expenses		588.7		66.5		-			-			655.2
Operating Income		173.5		47.8		-			-			221.3
Interest Expense		60.4				-			25.7	(c)		86.1
Other Income, Net		5.3		1.7		-			-			7.0
Income Before Income Taxes		118.4		49.5		-			(25.7)			142.2
Income Tax Expense (Benefit)		23.4				10.4	(b)		(5.4)	(d)		28.4
Net Income		95.0		49.5		(10.4)			(20.3)			113.8
Provision for preferred dividends		3.7				-			-			3.7
Income allocated to participating securities		0.1		-		-			-			0.1
Net Income Available to Common Shareholders	$	91.2	$	49.5	$	(10.4)		$	(20.3)		$	110.0

Weighted Average Number of Common Shares Outstanding:
Basic		59.0										59.0
Diluted		59.2										59.2
Basic Earnings Per Common Share	$	1.55									$	1.86
Diluted Earnings Per Common Share	$	1.54									$	1.86

See accompanying notes to the condensed unaudited pro forma financial information.

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Fiscal Year Ended September 30, 2025

(In millions, except per share data)


		Spire For the Fiscal Year Ended September 30, 2025		Acquired Business For the Year Ended September 30, 2025 (Note 2)		Acquisition Transaction Accounting Adjustments (Note 5)	Note		Financing Transaction Accounting Adjustments (Note 5)	Note		Pro Forma Combined
Operating Revenues	$	2,476.4	$	304.6	$	-		$	-		$	2,781.0
Operating Expenses:
Natural gas		905.5		84.4		-			-			989.9
Operation and maintenance		542.1		67.1		26.9	(a)		-			636.1
Depreciation and amortization		298.2		33.9		-			-			332.1
Taxes, other than income taxes		206.7		8.3		-			-			215.0
Total Operating Expenses		1,952.5		193.7		26.9			-			2,173.1
Operating Income		523.9		110.9		(26.9)			-			607.9
Interest Expense		204.1		-		-			149.3	(c)		353.4
Other Income, Net		11.6		8.6		-			-			20.2
Income Before Income Taxes		331.4		119.5		(26.9)			(149.3)			274.7
Income Tax Expense (Benefit)		59.7		-		19.4	(b)		(31.4)	(d)		47.7
Net Income		271.7		119.5		(46.3)			(117.9)			227.0
Provision for preferred dividends		14.8		-		-			-			14.8
Income allocated to participating securities		0.3		-		-			-			0.3
Net Income Available to Common Shareholders	$	256.6	$	119.5	$	(46.3)		$	(117.9)		$	211.9

Weighted Average Number of Common Shares Outstanding:
Basic		58.5										58.5
Diluted		58.7										58.7
Basic Earnings Per Common Share	$	4.39									$	3.63
Diluted Earnings Per Common Share	$	4.37									$	3.62

See accompanying notes to the condensed unaudited pro forma financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes. Spire’s 2025 fiscal year end is on September 30, 2025, while the Acquired Business’s fiscal year ended on December 31, 2025. As a result of the Acquired Business having a different fiscal period-end than Spire, the unaudited pro forma condensed combined financial information has been prepared as follows:

•

the unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the unaudited consolidated balance sheet of Spire as of December 31, 2025, and the audited statement of assets acquired and liabilities assumed of the Acquired Business as of December 31, 2025;

•

the unaudited pro forma condensed combined statement of income for the fiscal year ended September 30, 2025 combines the audited consolidated statement of income of Spire for the fiscal year ended September 30, 2025 and the unaudited statement of revenues and direct expenses of the Acquired Business for the year ended September 30, 2025. The unaudited statement of revenues and direct expenses of the Acquired Business for the year ended September 30, 2025 was derived by combining the audited Statement of Revenues and Direct Expenses of the Acquired Business for the fiscal year ended December 31, 2024 less the unaudited Statement of Revenues and Direct Expenses of the Acquired Business for the nine months ended September 30, 2024 plus the unaudited Statement of Revenues and Direct Expenses of the Acquired Business for the nine months ended September 30, 2025; and

•

the unaudited pro forma condensed combined statement of income for the three months ended December 31, 2025 combines the unaudited consolidated statement of income of Spire for the three months ended December 31, 2025 and the unaudited statement of revenues and direct expenses of the Acquired Business for the three months ended December 31, 2025. The unaudited statement of revenues and direct expenses of the Acquired Business for the three months ended December 31, 2025 was derived by combining the audited Statement of Revenues and Direct Expenses of the Acquired Business for the fiscal year ended December 31, 2025 less the unaudited Statement of Revenues and Direct Expenses of the Acquired Business for the nine months ended September 30, 2025.

Refer to Note 2, Reclassification of Abbreviated Financial Statements of the Acquired Business, for further details on the aggregation of the historical financial statements of the Acquired Business.

The historical financial statements have been prepared in accordance with U.S. GAAP. The unaudited condensed combined pro forma financial statements have been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the subsequent Notes to the pro forma financial information. The pro forma adjustments are based upon reported available information and methodologies that management determined appropriate for the Acquisition and do not reflect the costs of any integration activities or benefits that may result from realization of future revenue growth or operational synergies expected to result from the Acquisition.

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those described in Spire’s unaudited consolidated financial statements as of and for the quarter ended December 31, 2025, and the audited consolidated financial statements as of and for the fiscal year ended September 30, 2025. Spire has performed a preliminary review of the Acquired Business’s accounting policies to determine if any adjustments were necessary to achieve comparability in the unaudited pro forma condensed combined financial information. Currently, Spire is not aware of any material differences between the accounting policies of Spire and the Acquired Business that would continue to exist subsequent to the application of acquisition accounting.

Reclassification adjustments have been made to the historical presentation of the Acquired Business to conform to the financial statement presentation of Spire for the unaudited pro forma condensed combined financial information. Refer to Note 2, Reclassification of Abbreviated Financial Statements of the Acquired Business for further details on the reclassification adjustments.

Accounting for the Acquisition

The unaudited pro forma condensed combined financial information has been prepared assuming the Acquisition is accounted for using the acquisition method of accounting under Accounting Standards Codification (“ASC”) 805, Business Combinations, (“ASC 805”) with Spire as the acquiring entity. In accordance with ASC 805, the purchase price of the Acquired Business is allocated to the underlying assets acquired and liabilities assumed based on their estimated fair values as of the closing of the Acquisition. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recorded as goodwill.

The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. For purposes of the unaudited pro forma condensed combined balance sheet, the estimated acquisition consideration has been allocated to the assets acquired and liabilities assumed of the Acquired Business based upon management’s preliminary estimate of their fair values. The Company has not completed

the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of the assets to be acquired or liabilities assumed. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information is preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed. The pro forma adjustments represent Spire management’s best estimates and are based upon currently available information and certain assumptions that Spire believes are reasonable under the circumstances. Refer to Note 3 Preliminary Fair Value Measurement of Purchase Price Allocation to Assets Acquired and Liabilities Assumed from the Acquisition, for further details on the preliminary purchase price allocation.

Accounting for the Financing Transactions

The Company obtained a commitment letter for a senior unsecured 364-day bridge term loan facility (the “Bridge Facilities”) of up to approximately $2.48 billion. Spire financed the Acquisition through debt securities prior to the closing of the Acquisition however for purposes of the pro forma combined statements, the Company has assumed the following:

•

issuance of junior subordinated notes in an aggregate principal amount of approximately $900 million (the “Junior Subordinated Notes”) consisting of Series A of $450 million and Series B of $450 million junior subordinated notes issued on November 24, 2025. Proceeds from these borrowings were used in connection with repayments of the Company’s regularly occurring short term borrowings, for the purposes of the pro forma financial information included herein, it is assumed the amount will be borrowed from commercial paper program at closing;

•

issuance of senior unsecured notes through a private placement in an aggregate principal amount of approximately $825 million pursuant to a master note purchase agreement dated December 17, 2025 (the “Senior Notes”), consisting of $130 million due April 1, 2029; $160 million due April 1, 2031; $105 million due April 1, 2033; $250 million due April 1, 2036; and $180 million due April 1, 2038;

•

borrowings of $800 million from a senior unsecured term loan entered into on March 26, 2026 (the “Term Loan”), consisting of a Tranche A facility of $600 million and a Tranche B facility of $200 million, fully drawn on March 31, 2026 and maturing on March 30, 2027; and

•

approximately $47 million of net proceeds from the issuance on February 9, 2026 of $400 million aggregate principal amount Senior Notes due September 1, 2031. The net proceeds were used to repay $350 million of existing indebtedness, with the remaining approximately $47 million used to partially fund the Acquisition.

On March 30, 2026, Spire announced the sale of its gas marketing business, Spire Marketing Inc., for $215 million, subject to customary closing conditions, including regulatory approvals. The proceeds from the sale are expected to be used to partially repay borrowings in connection with the acquisition. The effect of this probable disposition is not reflected as an adjustment in the pro forma financial information because it is a separate unrelated transaction that does not meet the significance thresholds requiring pro forma presentation under Article 11 of Regulation S-X.

The financing costs are recorded as a direct deduction from the carrying amount of the liability and amortized into interest expense over the terms of the Financing Transactions as if they had occurred on October 1, 2024. The Bridge Facilities commitment fees are expensed in the unaudited pro forma condensed combined statement of income for the fiscal year ended September 30, 2025, since these amounts were not used for the Acquisition.

Note 2 – Reclassification of Abbreviated Financial Statements of the Acquired Business

During the preparation of the unaudited pro forma condensed combined financial information, Spire’s management performed a preliminary analysis of the Acquired Business’s financial information to identify differences in financial statement presentation as compared to the presentation of Spire. Certain reclassification adjustments have been made to conform the Acquired Business’s historical financial statement presentation to Spire’s financial statement presentation. Following the closing of the Acquisition, the combined company will finalize its review of the reclassifications, which will be different, perhaps materially, from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

The table below presents the unaudited statement of assets acquired and liabilities assumed of the Acquired Business as of December 31, 2025, giving pro forma effect to the presentation adjustments:


Presentation in Acquired Business Historical Financial Statement	Presentation in Unaudited Pro Forma Condensed Combined Financial Information	Acquired Business Before Reclassification	Reclassification	Note	Acquired Business as Reclassified
ASSETS ACQUIRED
Current Assets
Receivables (net of allowance for doubtful accounts of $2,519 at December 31, 2025)	Accounts receivable: Utility	79.2	-		79.2
Inventory		11.3	(11.3)	(1)	-
	Inventories: Natural gas		10.7	(1)	10.7
	Inventories: Propane gas				-
	Inventories: Materials and supplies		0.6	(1)	0.6
Regulatory assets	Regulatory assets	16.1	-		16.1
Other	Other	0.3	-		0.3
Total current assets		106.9	-		106.9
Property, Plant and Equipment
Cost		2,219.5	(2,219.5)	(2)	-
	Utility Plant		2,219.5	(2)	2,219.5
Accumulated depreciation and amortization		(418.4)	418.4	(3)	-
	Utility Plant: Accumulated depreciation and amortization		(418.4)	(3)	(418.4)
Net property, plant and equipment		1,801.1	-		1,801.1
Other Noncurrent Assets
Regulatory assets	Regulatory assets	40.6	-		40.6
Other	Other	0.3	-		0.3
Total other noncurrent assets		40.9	-		40.9
Total Assets Acquired		1,948.9	-		1,948.9
LIABILITIES ASSUMED
Current Liabilities
Accounts payable	Accounts payable	57.7	-		57.7
Regulatory liabilities	Regulatory liabilities	0.5	-		0.5
Other	Other	8.1	-		8.1
Total current liabilities		66.3	-		66.3
Other Noncurrent Liabilities
Asset retirement obligations	Asset retirement obligations	3.6	-		3.6
Regulatory liabilities	Regulatory liabilities	161.2	-		161.2
Other	Other	5.5	-		5.5
Total other noncurrent liabilities		170.3	-		170.3
Total Liabilities Assumed		236.6	-		236.6
	Net parent investment		1,712.3	(4)	1,712.3

NOTES:

(1) To reclassify the Acquired Business’s historical Inventory balance to Inventory: Materials and supplies and Inventories: Natural Gas.

(2) To reclassify the Acquired Business’s historical cost of Property, Plant and Equipment to Utility Plant.

(3) To reclassify Accumulated depreciation and amortization to Utility Plant: Accumulated depreciation and amortization.

(4) Represents a balancing adjustment to equity for the acquired assets and assumed liabilities.

The table below presents the unaudited statement of revenues and direct expenses of the Acquired Business, giving pro forma effect to the presentation adjustments and reflecting the results for the quarter ended December 31, 2025, to align with Spire’s quarter-end:


Presentation in Acquired Business Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information	Acquired Business Twelve months ended December 31, 2025	Acquired Business Nine months ended September 30, 2025 (-)	Acquired Business Three Months ended December 31, 2025 Before Reclassification	Reclassifications	Note	Acquired Business Three Months ended December 31, 2025 As Reclassified
Revenues
Regulated natural gas		322.0	209.0	113.0	(113.0)	(1)	-
Nonregulated natural gas and other		4.3	3.0	1.3	(1.3)	(1)	-
	Operating Revenues				114.3	(1)	114.3
Total revenues		326.3	212.0	114.3	-		114.3
Direct Expenses
Cost of natural gas	Operating Expenses: Natural gas	99.0	62.3	36.7	-		36.7
Operation, maintenance and other	Operating Expenses: Operation and maintenance	68.4	50.3	18.1	-		18.1
Depreciation and amortization	Operating Expenses: Depreciation and amortization	35.9	25.2	10.7	-		10.7
Property and other taxes	Operating Expenses: Taxes, other than income taxes	10.9	9.9	1.0	-		1.0
Other income, net	Other Income (Expense), Net	(3.6)	(2.8)	(0.8)	-		(0.8)
Interest income, net	Other Income (Expense), Net	(5.9)	(5.0)	(0.9)	-		(0.9)
Total direct expenses		204.7	139.9	64.8	-		64.8
Excess of Revenues Over Direct Expenses		121.6	72.1	49.5	-		49.5

NOTES:

(1) To reclassify the Acquired Business’s Revenues to Operating Revenues

The table below presents the unaudited statement of revenues and direct expenses of the Acquired Business, giving pro forma effect to the presentation adjustments and reflecting the results for the year ended September 30, 2025, to align with Spire’s fiscal year-end:


Presentation in Acquired Business Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information	Acquired Business Fiscal Year Ended December 31, 2024	Acquired Business Nine months ended September 30, 2024 (-)	Acquired Business Nine months ended September 30, 2025 (+)	Reclassifications	Note	Acquired Business Year Ended September 30, 2025 As Reclassified
Revenues
Regulated natural gas		285.5	193.8	209.0	(300.7)	(1)	-
Nonregulated natural gas and other		3.7	2.8	3.0	(3.9)	(1)	-
	Operating Revenues	-	-	-	304.6	(1)	304.6
Total revenues		289.2	196.6	212.0	-		304.6
Direct Expenses
Cost of natural gas	Operating Expenses: Natural gas	63.1	41.0	62.3	-		84.4
Operation, maintenance and other	Operating Expenses: Operation and maintenance	66.0	49.2	50.3	-		67.1
Depreciation and amortization	Operating Expenses: Depreciation and amortization	33.0	24.3	25.2	-		33.9
Property and other taxes	Operating Expenses: Taxes, other than income taxes	7.2	8.8	9.9	-		8.3
Other income, net	Other Income (Expense), Net	(0.1)	(0.4)	(2.8)	-		(2.5)
Interest income, net	Other Income (Expense), Net	(4.9)	(3.8)	(5.0)	-		(6.1)
Total direct expenses		164.3	119.1	139.9	-		185.1
Excess of Revenues Over Direct Expenses		124.9	77.5	72.1	-		119.5

NOTES:

(1) To reclassify the Acquired Business’s Revenues to Operating Revenues

Note 3 – Preliminary Fair Value Measurement of Purchase Price Allocation to Assets Acquired and Liabilities Assumed from the Acquisition

(a)

Consideration Transferred

The total purchase price of the Acquisition is $2.48 billion in cash, subject to customary adjustments, including adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at the closing of the Acquisition. Adjustments for net working capital, regulatory assets and liabilities, and capital expenditures are expected to result in a $20.8 million increase in consideration transferred, resulting in total cash consideration of approximately $2.50 billion.

(b)

Preliminary Purchase Price Allocation

The following table summarizes the allocation of the total purchase price of the Acquisition to the preliminary estimated fair values of the assets acquired and liabilities assumed (in millions):


Estimated Acquisition Consideration Allocation (In millions)		Amount


Estimated acquisition consideration	$	2,500.8
Assets acquired:
Utility Plant		1,801.1
Accounts receivable (Utilities)		79.2
Inventories:
Natural gas		10.7
Materials and supplies		0.6
Current regulatory assets		16.1
Other current assets		0.3
Non-current regulatory assets		40.6
Other non-current assets		0.3
Total assets acquired:		1,948.9
Liabilities assumed:
Accounts payable		57.7
Current regulatory liabilities		0.5
Other current liabilities		8.1
Asset retirement obligations		3.6
Non-current regulatory liabilities		161.2
Other non-current liabilities		5.5
Total liabilities assumed:		236.6
Net assets acquired		1,712.3
Goodwill	$	788.5

The majority of the assets acquired and liabilities assumed are subject to the rate setting authority of the Tennessee Public Utility Commission, and are therefore accounted for pursuant to ASC 980, Regulated Operations. The fair value of these assets acquired and liabilities assumed subject to rate-setting and cost recovery provisions provide revenues derived from costs, including a return on investment of assets and liabilities included in rate base. As such, the fair values of these assets and liabilities equal their carrying values. The useful lives of Utility Plant is based on the estimated service lives of the various classes of property and based on the straight-line composite depreciation rates as approved by the regulatory commission.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Acquisition Transaction Accounting Adjustments:

(a)

The change in Cash and cash equivalents was determined as follows:


Description (In millions)		Amount
Uses:
Estimated cash consideration	$	2,500.8
Estimated payment of transaction costs		29.3
Pro forma net adjustment to Cash and cash equivalents	$	2,530.1

(b)

Reflects reclassification of historical accumulated depreciation.

(c)

Reflects the recognition of the preliminary goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired.

(d)

Reflects elimination of historical equity of the Acquired Business.

(e)

Represents $26.0 million in Spire’s estimated advisory, legal, and other transaction-related expenses related to the Acquisition that are not reflected in the historical financial statements and reflected as an adjustment through retained earnings. In addition, this adjustment reflects the expected settlement of $2.4 million accrued and outstanding transaction costs included in Spire’s historical consolidated balance sheet as of December 31, 2025.

Financing Transactions Accounting Adjustments:

(f)

Represents proceeds from the following debt instruments issued in connection with the Financing Transactions.

Junior Subordinated Notes of $900 million net of $11.0 million of debt issuance costs. The Junior Subordinated Notes are classified as long-term debt, net of debt issuance cost.

ii.

Senior Notes of $825 million net of $5.8 million of debt issuance costs. The Senior Notes are classified as long-term debt, net of debt issuance cost.

iii.

Term Loan of $800.0 million net of $1.8 million of debt issuance costs. The Term Loan is classified as the current portion of long-term debt, net of debt issuance costs.

iv.

A portion of the net proceeds from the issuance of $400 million aggregate principal amount Senior Notes due September 1, 2031, net of $3.6 million of debt issuance costs. The net proceeds were used to repay $350 million of existing indebtedness, with the remaining portion used to partially fund the Acquisition. The portion allocated from this issuance to partially fund the Acquisition is $46.5 million.

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Acquisition Transaction Accounting Adjustments:

(a)

For the fiscal year ended September 30, 2025 this adjustment represents $26.9 million in Spire’s advisory, legal, and other transaction-related expenses related to the Acquisition that are not reflected in Spire’s historical financial statements.

(b)

To record the income tax impacts of the pro forma adjustments and historical results of the Acquired Business utilizing the statutory income tax rate of approximately 21% for each period, as presented below. Because the tax rates used for the pro forma condensed combined financial information is estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to the closing of the Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.


Description (In millions)		Pro Forma Period For the Three Months Ended December 31, 2025		Pro Forma Period For the Fiscal Year Ended September 30, 2025
Income tax impacts of historical results of the Acquired Business	$	10.4	$	25.1
Income tax impacts of pro forma adjustments		-		(5.7)
Pro forma net adjustment to Income Tax Expense	$	10.4	$	19.4

Financing Transactions Accounting Adjustments:

(c)

Represents estimated interest expense related to the Financing Transactions, as presented at adjustment in Note 4(d), calculated based on an estimated interest rate as follows:


Description		Interest Rate
Junior Subordinated Notes		6.4%
Senior Notes		5.1%
Term Loan		5.6%
Other Senior Notes		4.6%

This adjustment to interest expense also includes $0.4 million and $3.2 million of amortization of the total estimated debt issuance costs of $22.4 million related to the Junior Subordinated Notes, the Senior Notes, the Term Loan, and the Other Senior Notes for the three months ended December 31, 2025 and the twelve months ended September 30, 2025, respectively. Commitment and other fees associated with the Bridge Facilities have already been recognized in Spire’s historical financial statements. A 0.125% change in interest rates would increase or decrease interest expense on a pro forma basis by $0.6 million and $3.2 million for the three months ended December 31, 2025 and the twelve months ended September 30, 2025, respectively. For purposes of the pro forma income statements, it is assumed that borrowings under the Financing Transactions occur on October 1, 2024 and remain outstanding throughout the period presented.

(d)

Represents the income tax impact of the Financing Transactions utilizing an estimated statutory rate of 21%. The estimated statutory rate is preliminary and could be different depending on post-acquisition activities, the geographical mix of income and changes in tax law.

Note 6 – Earnings Per Share

Earnings per share (“EPS”) represent the net earnings per share calculated using the historical weighted average shares outstanding.

Since the Acquisition and the Financing Transactions, as illustrated above, do not involve any share-based consideration or other equity-based changes, the weighted average shares outstanding used in the pro forma EPS calculation are consistent with those presented in Spire’s historical financial statements.

The computation of basic and diluted net income per share attributable to Spire’s shareholders is as follows:


Description (In millions, except per share data)		Pro Forma Period For the Three Months Ended December 31, 2025		Pro Forma Period For the Fiscal Year Ended September 30, 2025
Numerator:
Net income attributable to Spire	$	113.8	$	227.0
Net income available to ordinary shareholders of Spire —basic and diluted	$	110.0	$	211.9

Denominator:
Historical weighted-average ordinary shares outstanding - basic		59.0		58.5
Historical weighted average ordinary shares outstanding - diluted		59.2		58.7

Net income per share:
Basic	$	1.86	$	3.63
Diluted	$	1.86	$	3.62

Source: View Original Filing on SEC EDGAR

FAQ

What business did Spire (SR) acquire from Duke Energy?

Spire acquired Duke Energy’s Tennessee Piedmont Natural Gas business, a regulated utility distributing natural gas through nearly 3,800 miles of pipelines to about 205,000 customers in Tennessee. The business generated $326.3 million in 2025 revenue and focuses on regulated local gas distribution.

How much did Spire (SR) pay for the Tennessee Piedmont Natural Gas business?

Spire agreed to pay $2.48 billion in cash, with estimated working capital and other adjustments bringing total consideration to about $2.50 billion. This price exceeds the acquired net assets of $1.71 billion, resulting in preliminary goodwill of $788.5 million on Spire’s balance sheet.

How is Spire (SR) financing the Tennessee gas acquisition?

Spire is funding the approximately $2.50 billion purchase mainly with new debt. Financing includes $900 million of junior subordinated notes, $825 million of privately placed senior notes, an $800 million senior unsecured term loan, and about $47 million of excess proceeds from a prior note issuance.

What are the key financial metrics of the acquired Tennessee gas business?

For 2025, the acquired business reported $326.3 million in total revenue and $121.6 million excess of revenues over direct expenses. At December 31, 2025, it had total assets of $1.95 billion and total liabilities of $236.6 million, largely in regulated utility plant and obligations.

How does the acquisition affect Spire’s pro forma earnings and EPS?

On a pro forma basis for fiscal year ended September 30, 2025, combined net income available to common shareholders is $211.9 million, versus Spire’s historical $256.6 million. Basic earnings per share decrease from $4.39 historically to pro forma $3.63, reflecting higher interest and transaction costs.

What additional debt costs does Spire (SR) incur from the financing transactions?

The pro forma statements show an increase of $149.3 million in annual interest expense tied to the new junior subordinated notes, senior notes, term loan, and related issuance cost amortization. A 0.125% interest rate change would alter pro forma interest expense by about $3.2 million for the full fiscal year.

Spire (NYSE: SR) details $2.48B Tennessee gas utility acquisition

Rhea-AI Filing Summary

Positive

Negative

Insights

8-K Event Classification

Key Figures

Key Terms

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

Note 2 – Reclassification of Abbreviated Financial Statements of the Acquired Business

Note 3 – Preliminary Fair Value Measurement of Purchase Price Allocation to Assets Acquired and Liabilities Assumed from the Acquisition

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Note 6 – Earnings Per Share

FAQ

What business did Spire (SR) acquire from Duke Energy?

How much did Spire (SR) pay for the Tennessee Piedmont Natural Gas business?

How is Spire (SR) financing the Tennessee gas acquisition?

What are the key financial metrics of the acquired Tennessee gas business?

How does the acquisition affect Spire’s pro forma earnings and EPS?

What additional debt costs does Spire (SR) incur from the financing transactions?

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents

Spire (NYSE: SR) details $2.48B Tennessee gas utility acquisition

Rhea-AI Filing Summary

Positive

Negative

Insights

Utility M&A and capital structure analyst neutral

8-K Event Classification

Key Figures

Key Terms

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

Note 2 – Reclassification of Abbreviated Financial Statements of the Acquired Business

Note 3 – Preliminary Fair Value Measurement of Purchase Price Allocation to Assets Acquired and Liabilities Assumed from the Acquisition

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Note 6 – Earnings Per Share

FAQ

What business did Spire (SR) acquire from Duke Energy?

How much did Spire (SR) pay for the Tennessee Piedmont Natural Gas business?

How is Spire (SR) financing the Tennessee gas acquisition?

What are the key financial metrics of the acquired Tennessee gas business?

How does the acquisition affect Spire’s pro forma earnings and EPS?

What additional debt costs does Spire (SR) incur from the financing transactions?

Filing Exhibits & Attachments

Press Releases

Financial & Certifications

Other Documents