Spire Inc. (NYSE: SR) prices $200M 6.375% junior subordinated notes due 2086

Rhea-AI Filing Summary

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

Insights

Capital structure and credit analyst

Spire raises $200M in long-dated subordinated notes, aiming to refinance preferred equity.

Spire Inc. has issued $200,000,000 of 6.375% Junior Subordinated Notes due 2086. These are deeply long‑dated, subordinated instruments that sit below senior debt but ahead of equity, and typically count as hybrid capital in many credit frameworks.

The company indicates it intends to use the net proceeds, along with other funds, to redeem its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with a $250.0 million liquidation preference, or for other general corporate purposes. This points to a potential shift from preferred equity toward subordinated debt, which can change the mix of fixed charges but may be neutral overall for total capital.

Spire has applied to list the notes on the New York Stock Exchange and expects trading to begin within 30 days after issuance if approved. Listing can support liquidity for the new security, while the actual balance‑sheet impact will depend on the timing and extent of any preferred stock redemption described in this disclosure.

Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value false 0001126956 0001126956 2026-01-12 2026-01-12 0001126956 us-gaap:CommonStockMember 2026-01-12 2026-01-12 0001126956 us-gaap:SeriesAPreferredStockMember 2026-01-12 2026-01-12

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 12, 2026

Commission File No.		Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number		State of Incorporation		I.R.S. Employer Identification Number
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 240.13e-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
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share		SR.PRA		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. ☐

Item 8.01 Other Events.

On January 12, 2026, Spire Inc. (“Spire”) issued $200,000,000 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2086 (the “Notes”) pursuant to the terms of an Underwriting Agreement dated January 5, 2026 (the “Underwriting Agreement”) between Spire and the several underwriters named on Exhibit A thereto for whom BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as representatives.

The Notes were issued pursuant to an indenture, dated as of November 24, 2025, as amended or supplemented, including by the second supplemental indenture thereto, dated as of January 12, 2026 (the “Supplemental Indenture”), between Spire and Regions Bank, as trustee.

Spire intends to use the net proceeds of this offering, along with other funds, to redeem all of the outstanding shares of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) with an aggregate $250.0 million liquidation preference, upon which the corresponding 10,000,000 outstanding depositary shares representing the Series A Preferred Stock will also be redeemed, or for other general corporate purposes. Spire has applied for listing of the Notes on the New York Stock Exchange. If the application is approved, Spire expects trading in the Notes to begin within 30 days after the date that the Notes were issued.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to Spire’s Registration Statement on Form S-3 (File No.: 333-287024) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 7, 2025, and offered under the related Prospectus dated May 7, 2025, as supplemented by the Prospectus Supplement dated January 5, 2026 (as so supplemented, the “Prospectus”), filed with the SEC on January 7, 2026. Copies of the Underwriting Agreement, the Supplemental Indenture, the form of the Notes and the opinions regarding the validity of the Notes and certain tax matters are attached hereto as exhibits and are expressly incorporated by reference herein and in the Prospectus, as well as in the Registration Statement. The foregoing descriptions of the terms of the Underwriting Agreement, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the actual terms of the applicable exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report.

Exhibit Number		Exhibit
1.1		Underwriting Agreement dated January 5, 2026 between Spire Inc. and the several underwriters named in Exhibit A thereto for whom BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as representatives
4.1		Second Supplemental Indenture dated as of January 12, 2026 between Spire Inc. and Regions Bank, as trustee
4.2		Form of Junior Subordinated Notes due 2086 (included in Exhibit 4.1)
5.1		Opinion of Matthew J. Aplington regarding the validity of the Notes
5.2		Opinion of Stinson LLP regarding the validity of the Notes
8.1		Opinion of Stinson LLP regarding certain tax matters
23.1		Consent of Matthew J. Aplington (included in Exhibit 5.1)
23.2		Consent of Stinson LLP (included in Exhibit 5.2)
23.3		Consent of Stinson LLP (included in Exhibit 8.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

				SPIRE INC.
Date: January 12, 2026				By:		/s/ Adam Woodard
						Adam Woodard
						Executive Vice President and Chief Financial Officer

FAQ

What new securities did Spire Inc. (SR) issue?

Spire Inc. issued $200,000,000 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2086 under an existing Form S-3 shelf registration.

What does Spire Inc. (SR) plan to do with the proceeds from the 6.375% Junior Subordinated Notes?

Spire states that it intends to use the net proceeds, together with other funds, to redeem all outstanding 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with an aggregate $250.0 million liquidation preference, upon which 10,000,000 related depositary shares would also be redeemed, or for other general corporate purposes.

What existing Spire Inc. (SR) securities are referenced in connection with this transaction?

The transaction is tied to Spire’s 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with a $250.0 million aggregate liquidation preference and 10,000,000 outstanding depositary shares representing that preferred stock.

Will Spire Inc. (SR) list the new junior subordinated notes on an exchange?

Spire has applied for listing of the 6.375% Junior Subordinated Notes due 2086 on the New York Stock Exchange and, if the application is approved, expects trading to begin within 30 days after the notes were issued.

Under what legal documents were Spire Inc. (SR)'s new notes issued?

The notes were issued under an indenture dated November 24, 2025, as supplemented by a second supplemental indenture dated January 12, 2026, with Regions Bank as trustee, and sold pursuant to an Underwriting Agreement dated January 5, 2026.

Which registration statement covers Spire Inc. (SR)'s 6.375% Junior Subordinated Notes due 2086?

The notes were registered under the Securities Act of 1933 pursuant to Spire’s Registration Statement on Form S-3 (File No. 333-287024), effective upon filing on May 7, 2025, and offered using a base prospectus and a Prospectus Supplement dated January 5, 2026.