Spire (NYSE: SR) completes $215M sale of gas marketing business
Rhea-AI Filing Summary
Spire Inc. has completed the sale of its gas marketing business, Spire Marketing Inc., to Boardwalk Pipelines, LP for $215.0 million in cash, effective April 30, 2026. The deal follows a Membership Interests Purchase Agreement between Spire’s subsidiary, Spire Resources LLC, and Boardwalk.
Employees and clients of Spire Marketing will move to Boardwalk’s new unit, Boardwalk Continuum Marketing, LLC. Spire used proceeds from the sale to partially fund its acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes, aligning its strategy around regulated natural gas utility operations.
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Insights
Spire monetizes a non-core business for $215M to reinforce its regulated utility focus.
Spire Inc. completed the sale of its gas marketing subsidiary, Spire Marketing Inc., to Boardwalk Pipelines for $215 million in cash. This divestiture removes a marketing and trading-oriented operation from Spire’s portfolio and shifts emphasis toward its regulated natural gas utility businesses.
Proceeds are being used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes. This reallocation suggests a rotation from merchant-style exposure toward rate-regulated assets, which can offer more predictable cash flows, though the filing does not quantify earnings impacts or transaction costs.
The transaction closed after required regulatory approvals and a legal conversion of Spire Marketing into a Delaware limited liability company. Future filings will clarify how the sale and redeployment of capital affect Spire’s earnings mix, risk profile, and contribution from its remaining utilities in Alabama, Mississippi, Missouri, and Tennessee.
8-K Event Classification
Key Figures
Key Terms
Membership Interests Purchase Agreement financial
Regulation FD Disclosure regulatory
forward looking statements regulatory
natural gas marketer financial
regulated natural gas utility businesses financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026, Spire Resources LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the “Seller”), entered into a Membership Interests Purchase Agreement ("Agreement") with Boardwalk Pipelines, LP, a Delaware limited partnership (the “Purchaser”), dated as of March 28, 2026. Subject to the terms and conditions set forth therein, Spire agreed to sell all of the issued and outstanding membership interests of Spire Marketing Inc., a Missouri corporation and wholly-owned subsidiary of Seller (“Spire Marketing”) (the “Transaction”).
On April 30, 2026, Seller completed the previously announced Transaction for $215.0 million in cash, subject to customary post-closing adjustments as provided in the Agreement.
The closing of the Transaction occurred following the satisfaction or waiver of all material closing conditions, including the conversion of Spire Marketing from a Missouri corporation to a limited liability company organized in Delaware and compliance with all applicable regulatory approvals.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 10.1 to Spire’s Current Report on Form 8-K, filed on March 30, 2026.
Item 7.01 Regulation FD Disclosure.
On April 30 2026, Spire issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Spire under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Forward-Looking Information
This document contains “forward looking statements” that are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as, but not limited to: “estimates,” “expects,” “projects,” “anticipates,” “intends,” “targets,” “plans,” “forecasts,” “may,” “likely,” “would,” “should,” “anticipated,” and similar expressions.
Actual outcomes or results could differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors, including but not limited to, Spire being unable to achieve the anticipated benefits of the Transaction; the significant transaction costs associated with the Transaction; the risk that disruptions from the Transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Transaction; and other factors relating to the operations and financial performance discussed in Spire’s filings with the SEC.
Although the forward-looking statements contained in this document are based on estimates and assumptions that management believes are reasonable, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. More complete descriptions and listings of these uncertainties and risk factors can be found in Spire’s Annual Report on Form 10-K for the year ended September 30, 2025 and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Spire cannot guarantee that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on Spire’s operations or financial performance. Such forward-looking statements are made based on information available as of the date of this document, and Spire undertakes no obligation to revise or update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
Description |
10.1* |
Membership Interests Purchase Agreement, dated March 28, 2026, by and between Spire Resources LLC and Boardwalk Pipelines, LP |
99.1 |
Press Release, dated April 30, 2026, issued by Spire. |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
*previously disclosed
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.
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Spire Inc. |
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April 30, 2026 |
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/s/ Adam Woodard |
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Adam Woodard Executive Vice President and Chief Financial Officer |
Exhibit 99.1
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Investor Contact:
Media Contact: Jason.Merrill@SpireEnergy.com |
For Immediate Release
Spire completes sale of gas marketing business to Boardwalk Pipelines for $215 million
ST. LOUIS (April 30, 2026) – Spire Inc. (NYSE: SR) today announced it has completed the sale of its gas marketing business, Spire Marketing Inc. (Spire Marketing), to Boardwalk Pipelines, LP (Boardwalk) effective April 30, 2026, for $215 million in cash.
Employees and clients of Spire Marketing will transition to the new Boardwalk business unit, Boardwalk Continuum Marketing, LLC. Proceeds from the sale were used to partially fund Spire’s acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes.
“The successful completion of this transaction represents an important step as Spire sharpens focus on core utility operations while improving our risk profile and enhancing long-term earnings visibility,” said Scott Doyle, president and chief executive officer of Spire. “We are thankful for the contributions of everyone who has made Spire Marketing a success and wish them well as they transition to Boardwalk.”
"Our future will be defined not just by the assets we own, but by how effectively we connect supply to demand and deliver solutions our customers value," said Scott Hallam, president and chief executive officer of Boardwalk Pipelines. "Boardwalk Continuum Marketing strengthens our ability to offer differentiated, market-responsive services that help customers navigate an increasingly complex energy landscape."
Pat Strange, who served as president of Spire Marketing, will continue to lead the organization as president of Boardwalk Continuum Marketing.
“We are looking forward to beginning this next chapter as Boardwalk Continuum Marketing,” said Strange. “Boardwalk’s vision recognizes the critical role of marketing and trading capabilities in today’s energy market. Our customers can expect continuity of service, a seamless transition, and the added benefits of being part of a highly integrated natural gas platform.”
Boardwalk Continuum Marketing is a North American Natural Gas marketer that focuses on the purchase and delivery of natural gas to its customers, including producers, midstream operators, pipelines, storage operators, load-serving entities, large industrials and selected retail accounts. As part of Boardwalk’s natural gas platform and coupled with its existing network of storage and transportation capacity, Boardwalk
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Continuum has the necessary scale, market presence, and commercial capabilities to support customers across the natural gas value chain.
Stinson LLP served as legal counsel to Spire in the transaction.
About Spire
At Spire (NYSE: SR), our vision is to deliver a stronger energy future as an industry-leading natural gas provider. We safely and reliably serve the natural gas needs of close to 2 million homes and businesses through gas utilities in Alabama, Mississippi, Missouri and Tennessee, making us one of the largest publicly traded natural gas companies in the country. We are committed to transforming our business through growing organically, investing in infrastructure and driving continuous improvement. Learn more at SpireEnergy.com.
About Boardwalk Pipelines, LP
Boardwalk Pipelines, LP (“Boardwalk”) delivers reliable energy by connecting natural gas supply with the markets and communities that depend on it. Through an integrated network of interstate and intrastate pipelines and underground storage assets, Boardwalk supports energy reliability, market connectivity, and long-term value creation across the United States, including the Gulf Coast, Midwest, and Southeast. Boardwalk is committed to operating safely, reliably, and responsibly while evolving its capabilities to better serve customers in a dynamic and increasingly complex energy market. Learn more at bwpipelines.com.
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