Spire (NYSE: SR) sheds gas marketing arm for $215M, trims 2027 EPS outlook
Rhea-AI Filing Summary
Spire Inc. is streamlining its business by selling its gas marketing subsidiary, Spire Marketing Inc., to Boardwalk Pipelines, LP for $215 million in cash, under a Membership Interests Purchase Agreement. The deal is expected to close in the third quarter of Spire’s fiscal 2026, subject to Hart-Scott-Rodino review and other customary conditions, and includes a $12.9 million termination fee payable to Spire if antitrust clearance is not obtained.
Spire plans to use the proceeds to help fund its acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes, while it also evaluates selling its gas storage facilities. The company kept its fiscal 2026 adjusted EPS guidance at $5.25–$5.45, but lowered fiscal 2027 adjusted EPS guidance to $5.40–$5.60 from $5.65–$5.85, reflecting the planned divestiture of Spire Marketing. Spire reaffirmed a long-term adjusted EPS growth target of 5–7% based on an original fiscal 2027 midpoint of $5.75 and outlined a 10-year capital expenditure plan of $11.2 billion, largely focused on regulated gas utility infrastructure.
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Insights
Spire is exiting gas marketing to fund regulated growth while modestly trimming 2027 EPS guidance.
Spire is divesting Spire Marketing for $215 million, tightening its focus on regulated gas utilities. Proceeds are earmarked to help finance the Piedmont Natural Gas Tennessee acquisition, signaling a shift from merchant-style activities toward rate-regulated earnings with more predictable cash flows.
The company left fiscal 2026 adjusted EPS guidance at $5.25–$5.45 but reduced fiscal 2027 guidance to $5.40–$5.60 from $5.65–$5.85, directly tied to the sale of Spire Marketing. At the same time, management reaffirmed a long-term adjusted EPS growth target of 5–7%, anchored on an original fiscal 2027 midpoint of $5.75, and highlighted a $11.2 billion 10-year capital plan, expecting to recover about 96% of investments via forward test year ratemaking and other mechanisms.
Execution now depends on closing the Piedmont Tennessee acquisition in the first calendar quarter of 2026, completing the marketing and storage asset sales after regulatory reviews, and obtaining supportive rate outcomes across Missouri, Alabama, Tennessee and other jurisdictions. Subsequent company filings and earnings calls are positioned to provide updates on regulatory clearances, asset sale timing, and any revisions to capital or EPS outlooks.
8-K Event Classification
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 1.01 Entry into a Material Definitive Agreement.
On March 28, 2026, Spire Resources LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the “Seller”), and Boardwalk Pipelines, LP, a Delaware limited partnership (the “Purchaser”) (collectively the “Parties”), entered into a Membership Interests Purchase Agreement (the “Agreement”), pursuant to which the Seller has agreed to sell to the Purchaser all of the issued and outstanding membership interests of Spire Marketing Inc., a Missouri corporation and wholly-owned subsidiary of Seller (the “Spire Marketing”), for a cash purchase price of equal to $215.0 million, subject to customary adjustments as set forth in the Agreement (the “Transaction”).
Prior to the closing of the Transaction, Seller agrees to cause Spire Marketing to convert from a corporation organized in Missouri into a limited liability company organized in Delaware. The Agreement includes customary representations, warranties and closing conditions agreed to by the Parties, including assurances regarding ownership of the membership interests, compliance with applicable laws, and the accuracy of financial statements. Additionally, the Seller has agreed to certain post-closing covenants, including a four-year non-compete, a non-solicitation restriction and customary indemnification obligations. If the Agreement is terminated due to a failure to obtain clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Purchaser is required to pay the Seller a termination fee of $12.9 million. The Transaction is expected to close during the third quarter of Spire Inc.’s fiscal year 2026.
In connection with the Transaction, Spire Inc. has entered into a Guaranty Agreement guaranteeing the obligations of the Seller under the Agreement and the other transaction documents.
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, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On March 30,2026, Spire issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, Spire released an investor presentation providing additional detail on the Transaction, which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
The information provided in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) 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 under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 of 1933, Section 21E of the Securities Exchange Act of 1934, 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, conditions to the completion of the Transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the Transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Agreement; Spire being unable to achieve the anticipated benefits of the Transaction; 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 March 30, 2026, issued by Spire. |
99.2 |
Investor Presentation, dated March 30, 2026. |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
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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March 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: |
For Immediate Release
Spire announces sale of gas marketing business to Boardwalk Pipelines for $215 million
ST. LOUIS (March 30, 2026) – Spire Inc. (NYSE: SR) today announced it has entered into an agreement to sell its gas marketing business, Spire Marketing Inc. (Spire Marketing) to Boardwalk Pipelines, LP (Boardwalk) for $215 million in cash. The transaction is expected to close in the third fiscal quarter of 2026 and is subject to regulatory approvals and completion of other customary closing conditions. Proceeds from the transaction are expected to be used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business and general corporate purposes. Spire continues to evaluate the sale of its natural gas storage facilities to fund the acquisition and expects to provide an update no later than its second quarter fiscal 2026 earnings conference call in May.
“As we continue to sharpen our focus on our core regulated utility operations, we have entered into an agreement to sell our gas marketing business,” said Scott Doyle, president and chief executive officer of Spire. “The sale simplifies our business mix, improves our risk profile and enhances long-term earnings visibility. Spire Marketing has been an important contributor to Spire over the years, and we are grateful to the employees for their dedication and contributions. We wish them continued success as they transition to new ownership.”
“This is a step forward for Boardwalk as we continue to expand our participation across the natural gas value chain,” said Scott Hallam, president and chief executive officer of Boardwalk Pipelines. “By bringing on an experienced team with deep market expertise and established commercial capabilities, we seek to strengthen our asset optimization and more effectively serve our customers’ increasingly complex energy needs. We were impressed by the strength and depth of Spire Marketing’s management team, and we look forward to partnering with them as we build upon this platform.”
“We are excited to join Boardwalk which has such a positive industry presence and reputation to go along with a vision that recognizes the value and need for marketing and trading capabilities. We expect a seamless transition for our employees and clients as we join Boardwalk and continue to move our business forward,” said Pat Strange, president of Spire Marketing.
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Spire Marketing markets natural gas and related services across the United States, with a primary focus on the procurement and physical delivery of natural gas to a diverse customer base in the central and southern U.S. The business serves commercial and industrial customers through its retail operations and producers, pipelines, power generators, municipalities, storage operators and utilities through its wholesale operations.
The agreement is subject to customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Stinson LLP acted as legal counsel to Spire.
Guidance Update and Growth Outlook
Spire is not updating its fiscal 2026 guidance at this time and expects to provide revised 2026 guidance on the second quarter fiscal 2026 earnings call in May. The fiscal 2026 adjusted EPS guidance of $5.25–$5.45 affirmed in February reflects a full year of earnings from Spire Marketing and Spire’s gas storage facilities and excludes the results of the pending acquisition of the Piedmont Natural Gas Tennessee business.
Spire now expects fiscal 2027 adjusted EPS guidance to be in the range of $5.40–$5.60, compared to prior guidance of $5.65-$5.85. The updated guidance reflects the expected sale of Spire Marketing, with no other changes to the underlying assumptions affirmed in February. Both the prior and updated ranges continue to reflect the expected sale of Spire’s gas storage facilities and assume a full year of earnings contributions from the Piedmont Natural Gas Tennessee business.
The sales of the gas marketing business and gas storage facilities are subject to regulatory approvals. The acquisition is expected to close in the first calendar quarter of 2026, and the Spire Marketing sale is expected to close in the third fiscal quarter of 2026 following regulatory review.
Spire reaffirmed its long-term adjusted earnings per share growth of 5-7% using the original fiscal 2027 adjusted EPS guidance midpoint of $5.75 as a base.
About Spire
At Spire Inc. (NYSE: SR) we believe energy exists to help make people’s lives better. It’s a simple idea, but one that’s at the heart of our company. Every day we serve 1.7 million homes and businesses, making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related businesses include Spire Marketing and Spire Midstream. 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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Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Spire’s future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company’s control, including weather conditions, economic factors, the competitive environment, governmental and regulatory policy and action, and risks associated with acquisitions. More complete descriptions and listings of these uncertainties and risk factors can be found in the Company’s annual (Form 10-K) and quarterly (Form 10-Q) filings with the Securities and Exchange Commission.
This news release includes the non-GAAP financial measures of “adjusted earnings,” “adjusted earnings per share,” and “contribution margin.” Management also uses these non-GAAP measures internally when evaluating the Company’s performance and results of operations. Adjusted earnings exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions. The fair value and timing adjustments, which primarily impact the Gas Marketing segment, include net unrealized gains and losses on energy-related derivatives resulting from the current changes in the fair value of financial and physical transactions prior to their completion and settlement, lower of cost or market inventory adjustments, and realized gains and losses on economic hedges prior to the sale of the physical commodity. Management believes that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. Contribution margin adjusts revenues to remove the costs that are directly passed on to customers and collected through revenues, which are the wholesale cost of natural gas and gross receipts taxes. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as operating income, net income, or earnings per share.
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Strategic sale of gas marketing business March 30, 2026
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements in this presentation speak only as of today, and we assume no duty to update them. Forward-looking statements are typically identified by words such as, but not limited to: “estimates,” “expects,” “anticipates,” “intends,” “targets,” “plans,” “forecasts,” and similar expressions. Although our forward-looking statements are based on reasonable assumptions, 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 our annual (Form 10-K) and quarterly (Form 10-Q) filings with the Securities and Exchange Commission. This presentation also includes “adjusted earnings,” “adjusted earnings per share,” and “contribution margin,” which are non-GAAP measures used internally by management when evaluating the Company’s performance and results of operations. Adjusted earnings exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions. The fair value and timing adjustments, which primarily impact the Gas Marketing segment, include net unrealized gains and losses on energy-related derivatives resulting from the current changes in the fair value of financial and physical transactions prior to their completion and settlement, lower of cost or market inventory adjustments, and realized gains and losses on economic hedges prior to the sale of the physical commodity. Management believes that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. Contribution margin adjusts revenues to remove the costs that are directly passed on to customers and collected through revenues, which are the wholesale cost of natural gas and gross receipts taxes. These internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, traditional GAAP measures such as operating income, net income, or earnings per share. Reconciliation of adjusted earnings to net income is contained in our SEC filings and in the Appendix to this presentation. Note: Years shown in this presentation are fiscal years ended September 30. Investor Relations contact: Megan L. McPhail Managing Director, Investor Relations 314-309-6563 | Megan.McPhail@SpireEnergy.com Forward-looking statements and use of non-GAAP measures Spire | Strategic sale of gas marketing business - March 30, 2026
Transaction overview Terms On Mar. 30, 2026, Spire Inc. announced the sale of its gas marketing business, Spire Marketing Inc., to Boardwalk Pipelines, LP for $215 million in cash Expected to close in fiscal Q3 2026 Strategic Rationale Sale simplifies investment thesis with a sharpened focus on regulated natural gas utility businesses Improves business risk profile and long-term earnings visibility Required approvals Hart-Scott Rodino review and other customary closing conditions Use of proceeds Proceeds to be used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business and general corporate purposes Financial outlook FY26 adjusted EPS guidance range not updated Expect to provide an update to FY26 guidance on the Q2 earnings call in May FY27 adjusted EPS guidance range lowered to $5.40 - $5.60 from $5.65 - $5.85 Reaffirm adjusted EPS long-term growth target of 5-7% using original FY27 guidance midpoint of $5.75 as a base Spire | Strategic sale of gas marketing business - March 30, 2026
Compelling investment thesis Marketing sale simplifies attractive portfolio of natural gas businesses Improves risk profile and long-term earnings visibility Regulatory diversity in constructive jurisdictions including MO, AL, TN and FERC Expect to recover ~96% of investments via forward test year ratemaking, true-up or capital recovery mechanisms Pipeline system well-positioned to capture opportunities tied to growing gas demand Focus on execution and operational excellence Acquisition of the Piedmont Natural Gas Tennessee business on track to close calendar Q1 2026 Pursue permanent financing plan consistent with Spire’s current credit ratings Evaluation process ongoing for sale of gas storage facilities Expect to provide an update no later than Q2 FY26 earnings conference call in May Marketing sale expected to close fiscal Q3 2026 pending regulatory review Prepare to file future test year rate case in Missouri Deploy and recover capital efficiently Safely and reliably deliver natural gas Focus on customer affordability, including cost management Spire | Strategic sale of gas marketing business - March 30, 2026
Guidance update & growth outlook Reaffirm adjusted EPS long-term growth target of 5-7% using original FY27 guidance mid-point of $5.75 as a base Rate base growth: ~7% in Missouri and ~7.5% in Tennessee Regulated equity growth: ~6% in Alabama and Gulf 10-year capex target of $11.2B (FY26-FY35E) Year Adjusted EPS guidance Change vs. Prior M&A treatment in Guidance FY26 $5.25 $5.45 affirmed Feb. 3, 2026 Not updated; expect to update on Q2 earnings call in May Includes full-year of gas storage facilities and Spire Marketing; excludes Piedmont Tennessee acquisition FY27 $5.40 $5.60 Lowered from $5.65-$5.85 Updated guidance reflects the sale of Spire Marketing; both the prior and updated ranges continue to reflect the sale of gas storage facilities and includes Piedmont Tennessee acquisition Spire | Strategic sale of gas marketing business - March 30, 2026 Sale preserves long-term growth outlook
Capital plan overview – no change from fiscal Q1 update 10-year capex forecast $11.2B (Millions) $11.2B Investing in infrastructure while balancing customer affordability Expect to recover ~96% of investments via forward test year ratemaking, true-up or capital recovery mechanisms 10-year capex breakdown (FY26-FY35E) FY26E FY27E FY28E FY29E FY30E 5-year FY26 - FY30E Missouri $535 $555 $595 $630 $675 $2,990 Alabama, Gulf and MS 170 175 180 185 190 900 Tennessee1 90 175 185 200 215 865 Midstream2 14 1 1 1 1 18 Total $809 $906 $961 $1,016 $1,081 $4,773 10-year FY26 - FY35E $7,075 1,950 2,175 23 $11,223 Customer expansion Safety and reliability Other 1Includes Tennessee capex beginning 2H FY26. 2Excludes storage capex after FY26. Spire | Strategic sale of gas marketing business - March 30, 2026
Spire Alabama and Spire Gulf Spire Mississippi Spire Missouri Tennessee RRA ranking Above Average / 1 Above Average / 3 Average / 2 Above Average / 3 Rate setting mechanism Rate stabilization and equalization (RSE) – forward test year Rate stabilization adjustment (RSA) – formula ratemaking Historical test year – future test year after July 20261 ARM – historical, with annual true-up mechanism Effective date of rates Dec. 2025 Jan. 2026 Oct. 2025 Oct. 2025 Allowed ROE Alabama: 9.5% – 9.9% Gulf: 9.7% – 10.3% 9.73% – 11.73% Not specified2 9.8% Allowed equity ratio actual up to 55.5% 50.0% Not specified2 47.89% Infrastructure rider Infrastructure System Replacement Surcharge Weather normalization Purchased gas rider Other trackers Cost Control Measure Pension/OPEB, property tax, EE 1The passage of Senate Bill 4 in April 2025 will allow for future test year ratemaking for rate cases filed after July 2026. 2Settled Spire Missouri 2024 rate case did not specify ROE or equity ratio. Staff’s direct testimony included a recommended mid-point ROE of 9.63% and 53.19% equity ratio. Constructive regulatory jurisdictions Spire | Strategic sale of gas marketing business - March 30, 2026
FAQ
What business is Spire Inc. (SR) selling and to whom?
How much will Spire Inc. (SR) receive from the Spire Marketing sale?
How will Spire Inc. (SR) use proceeds from the $215 million transaction?
Did Spire Inc. (SR) change its earnings guidance after announcing the sale?
What long-term growth outlook did Spire Inc. (SR) reaffirm?
When is Spire Inc. (SR) expecting the Spire Marketing sale to close?
Filing Exhibits & Attachments
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