Spire Inc. raises $900M in 2056 junior notes for gas asset buy

Rhea-AI Filing Summary

Spire Inc. (SR) issued two long-dated junior subordinated debt series totaling $900,000,000 to help fund a major natural gas acquisition. The company sold $450,000,000 of 6.250% Series A Junior Subordinated Notes due 2056 and $450,000,000 of 6.450% Series B Junior Subordinated Notes due 2056 under an underwriting agreement dated November 18, 2025. Spire intends to use the net proceeds, along with other funds, to finance the purchase of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation. The notes were issued under an indenture and supplemental indenture with Regions Bank as trustee and were offered off an effective Form S-3 shelf registration and related prospectus and prospectus supplement.

Insights

Credit and capital structure analyst

Spire adds $900M long-dated junior subordinated debt to fund a utility acquisition.

Spire Inc. has issued two junior subordinated note series, each for $450,000,000, with coupons of 6.250% and 6.450%, both maturing in 2056. These instruments sit low in the capital structure, below senior debt, and typically carry higher coupons to compensate investors for subordination and long maturities.

The company states that net proceeds, together with other funds, will finance acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a Duke Energy subsidiary. This links the new leverage directly to a specific expansion of Spire's regulated natural gas footprint, rather than to general corporate purposes.

The notes are issued under a base indenture and first supplemental indenture with Regions Bank as trustee and rely on an effective Form S-3 shelf registration and prospectus supplement dated November 18, 2025. Future filings may detail how the added interest expense compares with earnings from the acquired Tennessee natural gas operations.

NYSE Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value NYSE false 0001126956 0001126956 2025-11-18 2025-11-18 0001126956 us-gaap:CommonStockMember 2025-11-18 2025-11-18 0001126956 sr:DepositarySharesMember 2025-11-18 2025-11-18

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): November 18, 2025

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

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 November 24, 2025, Spire Inc. (“Spire”) issued $450,000,000 aggregate principal amount of its 6.250% Series A Junior Subordinated Notes due 2056 and $450,000,000 aggregate principal amount of its 6.450% Series B Junior Subordinated Notes due 2056 (collectively, the “Notes”) pursuant to the terms of an Underwriting Agreement dated November 18, 2025 (the “Underwriting Agreement”) between Spire and the several underwriters named in Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acted as representatives.

The Notes were issued pursuant to an indenture (the “Base Indenture”), as amended and supplemented by the first supplemental indenture thereto (the “Supplemental Indenture”), each dated as of November 24, 2025 between Spire and Regions Bank, as trustee.

Spire intends to use the net proceeds of this offering, together with other funds, to finance the acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation.

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 November 18, 2025 (as so supplemented, the “Prospectus”), filed with the SEC on November 19, 2025. Copies of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture, the form of the Notes and the opinions regarding the validity of the Notes and certain tax matters 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 Base Indenture, 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 November 18, 2025 between Spire Inc. and the several underwriters named in Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acted as representatives
4.1		Indenture dated as of November 24, 2025 between Spire Inc. and Regions Bank, as trustee
4.2		First Supplemental Indenture dated as of November 24, 2025 between Spire Inc. and Regions Bank, as trustee
4.3		Form of Junior Subordinated Notes due 2056 (included in Exhibit 4.2)
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
8.1		Opinion of Stinson LLP regarding certain tax matters
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: November 24, 2025				By:		/s/ Adam Woodard
						Adam Woodard
						Executive Vice President and Chief Financial Officer

FAQ

What did Spire Inc. (SR) announce in this 8-K?

Spire Inc. announced it issued two series of junior subordinated notes totaling $900,000,000, consisting of 6.250% Series A Notes and 6.450% Series B Notes, both due in 2056.

How much debt did Spire Inc. issue and at what interest rates?

Spire issued $450,000,000 of 6.250% Series A Junior Subordinated Notes due 2056 and $450,000,000 of 6.450% Series B Junior Subordinated Notes due 2056.

What will Spire Inc. use the proceeds of the notes offering for?

Spire intends to use the net proceeds of the offering, together with other funds, to finance the acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation.

Under what legal documents were Spire's new notes issued?

The notes were issued under an indenture and a first supplemental indenture, each dated November 24, 2025, between Spire Inc. and Regions Bank as trustee.

Were Spire Inc.'s new notes registered with the SEC?

Yes. The notes were registered under the Securities Act of 1933 using Spire’s Form S-3 Registration Statement (File No. 333-287024) and were offered under a prospectus dated May 7, 2025, as supplemented on November 18, 2025.

Who led the underwriting for Spire Inc.'s junior subordinated notes?

The underwriting syndicate included several firms, with BMO Capital Markets Corp., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acting as representatives.