Spire (NYSE: SR) to sell Mississippi gas utility to Delta Utilities for $75M cash
Rhea-AI Filing Summary
Spire Inc. agreed to sell its Mississippi natural gas utility business, Spire Mississippi Inc., to Delta Utilities for $75 million in cash. Spire Mississippi serves about 18,000 customers through roughly 745 miles of distribution pipelines in south-central Mississippi, including Hattiesburg.
The deal, representing a 1.4x multiple of 2025 rate base, is intended to refine Spire’s geographic footprint and focus its regulated gas distribution portfolio on larger utilities in Alabama, Missouri and Tennessee. Spire plans to use the proceeds to fund planned infrastructure investments in these regulated gas utilities.
Closing is expected in the first quarter of Spire’s fiscal year 2027, subject to approval by the Mississippi Public Service Commission and other customary conditions. A reverse termination fee of $7.5 million (10% of the purchase price) is payable by the buyer to Spire’s subsidiary upon certain qualifying terminations.
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Insights
Spire monetizes small Mississippi utility at 1.4x rate base to fund core infrastructure.
Spire Inc. is divesting its Mississippi gas utility for $75 million, at a stated 1.4x multiple of the 2025 rate base. The business serves roughly 18,000 customers with about 745 miles of pipelines, making it a smaller piece of Spire’s overall regulated footprint.
Management intends to recycle proceeds into infrastructure investments in regulated gas utilities in Alabama, Missouri and Tennessee. That shifts capital toward larger, more central franchises, which may support long-term earnings stability, though specific returns or regulatory treatment are not detailed in this excerpt.
Closing is targeted for the first fiscal quarter of 2027, subject to Mississippi Public Service Commission approval and customary conditions. A reverse termination fee of $7.5 million provides some downside protection if the buyer walks away under certain circumstances, but execution ultimately depends on regulatory outcomes and timely approvals.
8-K Event Classification
Key Figures
Key Terms
Material Definitive Agreement regulatory
reverse termination fee financial
Burdensome Condition financial
rate base financial
Regulation FD Disclosure regulatory
forward looking statements regulatory
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 April 21, 2026, Spire EnergySouth Inc., a Delaware corporation (the “Seller”), a wholly-owned subsidiary of Spire Inc. (“Spire”), entered into a Stock Purchase Agreement (the “Agreement”) with Delta Mississippi Gas Company, LLC, a Delaware limited liability company (“Purchaser”), pursuant to which the Seller agreed to sell all of the issued and outstanding shares of its wholly owned subsidiary, Spire Mississippi Inc., a Mississippi corporation (the “Company” and such transaction, the “Transaction”). The Company owns and operates a natural gas utility business serving customers in Mississippi.
Under the Agreement, the Purchaser will acquire all of the Company’s issued and outstanding stock for a purchase price equal to $75 million, subject to purchase price adjustments outlined in the Agreement. The closing of the Transaction is subject to customary representations and warranties by the parties to the Agreement, including those relating to corporate authority, capitalization, financial statements, and compliance with laws. Closing is expected in the first quarter of Spire’s fiscal year 2027, subject to the regulatory approval of the Mississippi Public Service Commission ("MPSC") and other customary closing conditions.
The Agreement provides each party with certain termination rights, including in the event that closing has not occurred by the outside date specified in the Agreement (subject to automatic extension for pending MPSC approval) or upon a final nonappealable governmental order prohibiting the Transaction. Purchaser may also terminate the Agreement if approval by the MPSC includes or imposes conditions that would reasonably be expected to have a material adverse effect on the Purchaser and its affiliates (a “Burdensome Condition”), as more fully described in the Agreement.
Upon certain qualifying terminations and subject to certain conditions set forth in the Agreement, Purchaser will be required to pay to Seller a reverse termination fee equal to ten percent (10%) of the purchase price ($7.5 million). Except in the case of intentional fraud, the reverse termination fee constitutes the sole and exclusive remedy of Seller against Purchaser arising under or relating to the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full Agreement, which is filed as Exhibit 10.1 to this Current Report Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 22, 2026, Spire issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information provided in this Item 7.01 (including Exhibit 99.1) 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 |
Stock Purchase Agreement, dated April 21, 2026, by and between Spire EnergySouth Inc. and Delta Mississippi Gas Company, LLC. |
99.1 |
Press Release, dated April 22, 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). |
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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Date: |
April 22, 2026 |
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By: |
/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: |
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For Immediate Release
Spire announces sale of its Mississippi natural gas business to Delta Utilities for $75 million
ST. LOUIS (April 22, 2026) – Spire Inc. (NYSE: SR) today announced it has entered into an agreement to sell its Mississippi local distribution company (“Spire Mississippi”) to Delta Utilities, a company backed by Bernhard Capital Partners, for $75 million in cash. The transaction represents a 1.4x multiple of 2025 rate base.
Proceeds will be used to fund planned infrastructure investments across Spire’s regulated gas utilities in Alabama, Missouri and Tennessee, benefiting customers while supporting long-term shareholder value.
Spire Mississippi’s operations include approximately 745 miles of distribution pipelines serving approximately 18,000 customers in south-central Mississippi, including Hattiesburg. Spire employees who directly support the business are expected to transition to Delta Utilities to ensure continuity of service for customers and communities.
“This transaction sharpens our focus on our larger regulated gas utilities where we will continue to prioritize modernizing our infrastructure while supporting customer affordability,” said Scott Doyle, president and chief executive officer of Spire. “We’re confident Delta will be a strong operator for the benefit of both employees and customers. I am deeply grateful to the Spire Mississippi team for their dedication and contributions over the years.”
“This agreement reflects our long-term commitment to Mississippi and the customers and communities we serve,” said Tim Poché, Chief Executive Officer of Delta Utilities. “By bringing these geographically aligned systems together, we can deploy capital more efficiently, strengthen service reliability and further position the company to meet customer needs today and over the long term.”
The agreement is subject to customary closing conditions, including regulatory approval by the Mississippi Public Service Commission. The transaction is expected to close in the first fiscal quarter of 2027.
Stinson LLP acted as legal counsel to Spire.
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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 have the honor of serving close to 2 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, Missouri and Tennessee. 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 Delta Utilities
Delta Utilities and its affiliated operating entities rank among the nation’s top 40 natural gas providers, delivering safe and reliable service to approximately 600,000 customers across Louisiana and Mississippi. Headquartered in New Orleans, the company employs 875 team members who live and work throughout its service territory, supporting local communities and system operations. Through continued investment across its footprint, Delta Utilities advances its mission to provide clean, safe, and affordable natural gas while maintaining a strong focus on service quality and safety. For more information, visit www.deltautilities.com.
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