Spire Inc. (SR) completes redemption and charter removal of 5.90% Series A preferred

Rhea-AI Filing Summary

Spire Inc. has eliminated a class of preferred stock from its charter after fully redeeming it. The company filed a Termination of Certificate of Designations for its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with the Missouri Secretary of State, removing all related provisions from its Articles of Incorporation.

On the same date, Spire completed the previously announced redemption of all outstanding shares of this Series A preferred stock and the related depositary shares that represented fractional interests in those preferred shares. The filing also lists the termination document as an exhibit for reference.

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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

Commission File Number		Name of Registrant, Address of Principal Executive Offices and Telephone Number		State of Incorporation		IRS Employer Identification No.
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
6.375% Junior Subordinated Notes due 2086		SRJN		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.

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.

			Spire Inc.
Date:	February 18, 2026		By:	/s/ Adam Woodard
				Adam Woodard Executive Vice President and Chief Financial Officer

FAQ

What corporate change did Spire Inc. (SR) make regarding its preferred stock?

Spire Inc. terminated the Certificate of Designations for its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, removing all provisions for that class from its Articles of Incorporation after completing a full redemption of the outstanding preferred shares and related depositary shares.

When did Spire Inc. (SR) terminate the Series A preferred stock designation?

Spire Inc. filed the Termination of Certificate of Designations for its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock on February 13, 2026, formally eliminating this preferred stock class from its Articles of Incorporation with the Missouri Secretary of State.

What happened to Spire Inc.’s 5.90% Series A preferred stock and depositary shares?

Spire Inc. completed the previously announced redemption of all outstanding 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock and the corresponding depositary shares representing fractional interests in that preferred stock, meaning those securities are no longer outstanding after February 13, 2026.

How did Spire Inc. (SR) update its Articles of Incorporation in 2026?

Spire Inc. amended its Articles of Incorporation by filing a Termination of Certificate of Designations, which removed all matters related to its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock that had originally been added when the designation was filed on May 16, 2019.

Where can investors find the termination document for Spire Inc.’s Series A preferred stock?

The Termination of Certificate of Designations for Spire Inc.’s 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock is included as Exhibit 3.1, providing the formal documentation of the charter change associated with eliminating this preferred stock class.

Which executive signed the Spire Inc. (SR) report related to the preferred stock termination?

The report documenting the termination of the Series A preferred stock designation and related actions was signed on behalf of Spire Inc. by Adam Woodard, who serves as Executive Vice President and Chief Financial Officer.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 54.8 KB