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): February 13, 2026
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Commission File Number |
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Name of Registrant, Address of Principal Executive Offices and Telephone Number |
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State of Incorporation |
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IRS Employer Identification No. |
1-16681 |
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Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500 |
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Missouri |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock $1.00 par value |
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SR |
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New York Stock Exchange LLC |
6.375% Junior Subordinated Notes due 2086 |
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SRJN |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 13, 2026, Spire Inc. (the “Company”) filed a Termination of Certificate of Designations of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Termination of Certificate of Designations”) to its Articles of Incorporation with the Secretary of State of the State of Missouri, eliminating from the Articles of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). This amendment terminates the Certificate of Designations of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, which was made a part of the Articles of Incorporation when filed with the Missouri Secretary of State on May 16, 2019. A copy of the Termination of Certificate of Designations is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On February 13, 2026, the Company completed the previously announced redemption of all outstanding shares of Series A Preferred Stock and the corresponding depositary shares representing fractional interests in the Series A Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
Description |
3.1 |
Termination of the Certificate of Designations of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock |
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. |
Date: |
February 18, 2026 |
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By: |
/s/ Adam Woodard |
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Adam Woodard Executive Vice President and Chief Financial Officer |
