Spire (NYSE: SR) sells $400M 4.600% notes, to repay 2026 debt

Rhea-AI Filing Summary

Spire Inc. has issued $400,000,000 aggregate principal amount of 4.600% Senior Notes due 2031. The notes were sold under an underwriting agreement with a syndicate led by BMO Capital Markets, J.P. Morgan, Mizuho Securities and U.S. Bancorp Investments.

Spire intends to use the net proceeds primarily to repay $350.0 million of its 5.300% Senior Notes due March 1, 2026. Any remaining proceeds may help finance the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or be applied to general corporate purposes.

Insights

Corporate finance and capital structure analyst

Spire refinances 2026 debt with new 2031 notes, adding potential M&A funding.

Spire Inc. issued $400,000,000 of 4.600% Senior Notes due 2031. The company plans to use most proceeds to repay its existing 5.300% Senior Notes maturing on March 1, 2026, effectively extending its debt maturity profile and locking in the disclosed coupon.

The remaining net proceeds may be directed toward the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or to general corporate purposes. This links the financing directly to both balance sheet management and potential growth activity, though detailed acquisition terms are not provided in this excerpt.

The transaction relies on Spire’s effective shelf registration on Form S-3, with the notes offered under a base prospectus and a prospectus supplement dated February 4, 2026. Future disclosures in company filings may provide additional color on how much of the proceeds are ultimately allocated between debt repayment, the acquisition and other corporate uses.

Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value false 0001126956 0001126956 2026-02-09 2026-02-09 0001126956 us-gaap:CommonStockMember 2026-02-09 2026-02-09 0001126956 us-gaap:SeriesAPreferredStockMember 2026-02-09 2026-02-09 0001126956 us-gaap:JuniorNotesMember 2026-02-09 2026-02-09

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 9, 2026

Commission File No.		Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number		State of Incorporation		I.R.S. Employer Identification Number
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
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share		SR.PRA		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 8.01 Other Events.

On February 9, 2026, Spire Inc. (“Spire”) issued $400,000,000 aggregate principal amount of its 4.600% Senior Notes due 2031 (the “Notes”) pursuant to the terms of an Underwriting Agreement dated February 4, 2026 (the “Underwriting Agreement”) between Spire and the several underwriters named on Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives.

The Notes were issued pursuant to the Indenture (For Unsecured Debt Securities), dated as of August 19, 2014, between Spire and Regions Bank, as successor trustee to UMB Bank & Trust, N.A, as amended or supplemented, including by the fourth supplemental indenture thereto, dated as of February 9, 2026 (the “Supplemental Indenture”). Spire intends to use the net proceeds of this offering to repay $350.0 million aggregate principal amount of its 5.300% Senior Notes due March 1, 2026. Any remaining net proceeds may be used to finance the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation, or for general corporate purposes.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to Spire’s Registration Statement on Form S-3 (File No.: 333-287024) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 7, 2025, and offered under the related Prospectus dated May 7, 2025, as supplemented by the Prospectus Supplement dated February 4, 2026 (as so supplemented, the “Prospectus”), filed with the SEC on February 5, 2026. Copies of the Underwriting Agreement, the Supplemental Indenture, the form of the Notes and the opinions regarding the validity of the Notes are attached hereto as exhibits and are expressly incorporated by reference herein and in the Prospectus, as well as in the Registration Statement. The foregoing descriptions of the terms of the Underwriting Agreement, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the actual terms of the applicable exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report.

Exhibit Number		Exhibit
1.1		Underwriting Agreement dated February 4, 2026 between Spire Inc. and the several underwriters named in Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives
4.1		Fourth Supplemental Indenture dated as of February 9, 2026 between Spire Inc. and Regions Bank, as successor trustee to UMB Bank & Trust, N.A.
4.2		Form of Senior Notes due 2031 (included in Exhibit 4.1)
5.1		Opinion of Matthew J. Aplington regarding the validity of the Notes
5.2		Opinion of Stinson LLP regarding the validity of the Notes
23.1		Consent of Matthew J. Aplington (included in Exhibit 5.1)
23.2		Consent of Stinson LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 9, 2026				By:		/s/ Adam Woodard
						Adam Woodard
						Executive Vice President and Chief Financial Officer

FAQ

What did Spire Inc. (SR) announce regarding new senior notes?

Spire Inc. issued $400,000,000 of 4.600% Senior Notes due 2031. The notes were sold under an underwriting agreement with several major investment banks and issued under Spire’s existing unsecured debt indenture, as supplemented on February 9, 2026.

How will Spire Inc. (SR) use the proceeds from the 4.600% Senior Notes?

Spire intends to use the net proceeds primarily to repay $350.0 million of its 5.300% Senior Notes due March 1, 2026. Any remaining proceeds may help finance its planned Tennessee natural gas business acquisition or support general corporate purposes.

What existing Spire debt is targeted for repayment with the new notes?

Spire plans to repay $350.0 million aggregate principal amount of its 5.300% Senior Notes due March 1, 2026. This use of proceeds shifts part of the company’s debt from a nearer-term 2026 maturity to a longer-term 2031 maturity at the stated coupon.

Which acquisition may be financed by Spire’s 2026 senior notes issuance?

Remaining net proceeds from the new 4.600% Senior Notes may be used to finance the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation, alongside potential general corporate purposes.

Under which SEC registration did Spire Inc. offer the 4.600% Senior Notes?

The notes were registered under the Securities Act of 1933 using Spire’s Form S-3 Registration Statement (File No. 333-287024). They were offered pursuant to a base prospectus dated May 7, 2025, supplemented by a prospectus supplement dated February 4, 2026.

Who were the lead underwriters for Spire Inc.’s 4.600% Senior Notes?

BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives of the underwriters. They led the syndicate named in the underwriting agreement dated February 4, 2026 for the $400,000,000 notes offering.

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 302.0 KB
• EX-4.1 EX-4.1 86.8 KB
• EX-5.1 EX-5.1 9.5 KB
• EX-5.2 EX-5.2 11.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB