Spire Inc. (SR) details $825M private Senior Notes for Tennessee gas acquisition

Rhea-AI Filing Summary

Spire Inc. announced that it has posted an investor presentation about a planned private offering of $825 million aggregate principal amount of Senior Notes to be issued by its subsidiary Spire Tennessee Inc. The notes financing is expressly conditioned on closing Spire’s acquisition, through Spire Tennessee, of the operations of Piedmont Natural Gas Tennessee in the Nashville, Tennessee area.

The company emphasizes that there is no assurance the acquisition will be completed or that the Senior Notes offering will be completed, or completed on the terms or within the timeframe currently contemplated. The Senior Notes will be offered and sold in a private placement exempt from registration, meaning they are not registered under the Securities Act or state securities laws and cannot be publicly offered in the United States without registration or an applicable exemption. The investor presentation is furnished under Regulation FD and is not incorporated into other securities filings unless specifically referenced.

Insights

Credit and capital structure analyst

Spire plans a conditional $825 million debt raise tied to a Tennessee acquisition.

Spire Inc. outlines a private placement of Senior Notes with an aggregate principal amount of $825 million, to be issued by subsidiary Spire Tennessee Inc.. This planned financing is tied directly to acquiring the operations of Piedmont Natural Gas Tennessee in the Nashville area, indicating that the notes are intended to support that transaction rather than general corporate uses.

The company states that the issuance of the Senior Notes is expressly conditioned on the acquisition closing, and makes clear there is no assurance that either the acquisition or the offering will be completed or completed on the currently contemplated terms. Because the notes are offered under an exemption from registration, they are not registered under the Securities Act or state laws and cannot be broadly marketed in public markets. Subsequent disclosures in company communications would be needed to understand final pricing terms, maturity, covenants, and the acquisition’s closing status.

MOMODepositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par valueNYSENYSEfalse0001126956 0001126956 2025-12-08 2025-12-08 0001126956 us-gaap:CommonStockMember 2025-12-08 2025-12-08 0001126956 sr:DepositarySharesEachRepresentingA11000thInterestInAShareOf590SeriesACumulativeRedeemablePerpetualPreferredStockParValue2500PerShareMember 2025-12-08 2025-12-08

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): December 8, 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 7.01 Regulation FD Disclosure.

On December 8, 2025, Spire Inc. (the “Company”) shared an investor presentation on its website regarding an offering of $825 million aggregate principal amount of Senior Notes (the “Senior Notes”) to be issued by Spire Tennessee Inc. (“Spire Tennessee”). Additional pricing information for the Senior Notes is included in the investor presentation shared on the Company’s website. The issuance of the Senior Notes is expressly conditioned upon the closing of the acquisition by the Company through Spire Tennessee of the operations of Piedmont Natural Gas Tennessee in the Nashville, Tennessee area. There are no assurances that the acquisition will be consummated or that the offering of the Senior Notes will be completed, or, if completed, on the terms or within the timeframe currently contemplated.

The Senior Notes are being offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended. The Senior Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Investor presentation dated December 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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: December 8, 2025				By:		/s/ Adam Woodard
						Adam Woodard
						Executive Vice President and Chief Financial Officer

FAQ

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

Spire Inc. described an investor presentation about a planned private offering of $825 million aggregate principal amount of Senior Notes to be issued by its subsidiary Spire Tennessee Inc..

What transaction is the $825 million Senior Notes offering linked to for Spire Inc. (SR)?

The issuance of the Senior Notes is expressly conditioned on Spire, through Spire Tennessee, closing the acquisition of the operations of Piedmont Natural Gas Tennessee in the Nashville, Tennessee area.

Is the Spire Inc. (SR) Senior Notes offering registered with the SEC?

No. The Senior Notes are being offered and sold in a private placement exempt from registration under the Securities Act of 1933 and are not registered under federal or state securities laws.

Did Spire Inc. (SR) say the Piedmont Natural Gas Tennessee acquisition and notes offering are certain to close?

No. Spire states there are no assurances that the acquisition will be consummated or that the Senior Notes offering will be completed, or, if completed, on the terms or within the timeframe currently contemplated.

What investor materials did Spire Inc. (SR) provide with this 8-K?

Spire shared an investor presentation dated December 8, 2025 on its website regarding the planned Senior Notes offering and furnished it as Exhibit 99.1 under Regulation FD.

How is the information in this Spire Inc. (SR) 8-K treated under the securities laws?

The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished, not filed, under Regulation FD and is not subject to Section 18 liabilities or incorporated into other filings unless specifically referenced.