[8-K] SPIRE INC Reports Material Event

Rhea-AI Filing Summary

Spire Inc. disclosed the material terms of employment for Mr. Greenley, outlining compensation and benefits the company will provide when he joins. His annual base salary will be $537,000 and he is eligible for an annual cash incentive equal to 75% of eligible earnings at target performance, with first incentive eligibility in fiscal year 2026 based on his start date. Equity compensation includes an initial grant on November 21, 2025 valued at $645,000 under the company plan and a special new-hire restricted stock grant valued at $1,400,000 split into time-vested and performance-contingent awards delivered on November 1, 2025 and November 21, 2025, each subject to a three-year cliff vesting period. He will receive a $250,000 cash hire bonus around December 5, 2025, participate in the company’s Executive Severance Plan, receive 30 days paid time off annually, relocation assistance subject to repayment if he departs within two years, and standard employee benefits including health, life, disability, pension, deferred compensation and 401(k).

Positive

• Clear performance alignment through a 75% target annual cash incentive and performance-contingent stock units
• Significant equity-based retention with a $1,400,000 special grant plus a $645,000 initial grant, both subject to three-year cliff vesting
• Retention mechanics include a separate two-year retention agreement and a hire bonus, reinforcing stability
• Comprehensive benefits and participation in the existing Executive Severance Plan and standard employee plans

Negative

• Material compensation commitments disclosed: equity grants totaling $2,045,000 and a $250,000 cash hire bonus
• Relocation repayment obligation could create cost recapture complexity if the executive departs within two years

Insights

Compensation Analyst

TL;DR: The package combines cash, significant equity and retention mechanics to align the executive with long-term performance.

The disclosed terms show a typical senior executive package focused on retention and performance alignment. A base salary of $537,000 plus a target annual incentive of 75% places a material portion of pay at risk tied to performance. The combination of a special new-hire grant of $1.4M split between time-vested restricted shares and performance-contingent units, plus an additional initial grant of $645,000, concentrates equity compensation into a three-year cliff vesting structure, which supports multi-year retention. The separate $250,000 cash hire bonus and referenced two-year retention agreement further reinforce short-term retention. From a compensation-design perspective, these elements are standard for attracting senior talent while using multi-year vesting and performance conditions to protect shareholder interests.

Corporate Governance Expert

TL;DR: Terms are detailed and include customary benefit and clawback-style repayment for relocation within two years.

The filing provides clear, contract-level detail: specific dollar amounts, delivery dates for equity, vesting mechanics, and repayment terms for relocation assistance if the executive voluntarily leaves within one to two years. The reference to participation in the company’s Executive Severance Plan and the company’s standard benefits indicates alignment with existing governance frameworks. No extraordinary governance exceptions or one-time extraordinary payments beyond the disclosed hire-related awards are described.

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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): September 22, 2025

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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 22, 2025, Spire Inc. (the “Company”) named Mr. Steven C. Greenley to serve as Executive Vice President and Chief Operating Officer effective October 13, 2025. A copy of the Company’s news release announcing the selection of Mr. Greenley is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference. The role of Chief Operating Officer has been vacant since the previous Chief Operating Officer, Scott E. Doyle, was promoted to President and Chief Executive Officer of the Company effective April 25, 2025.

Most recently, Mr. Greenley worked for Enbridge Inc. (NYSE: ENB) as Senior Vice President – Commercial Services, Gas Distribution and Storage. Prior to this role, he worked at CenterPoint Energy (NYSE: CNP) for over twenty-five years, serving in numerous executive leadership positions, including Senior Vice President - Utility Operations Support, Senior Vice President - Generation Development (Indiana Electric), Senior Vice President - Gas Operations, Natural Gas Distribution, Vice President - Distribution Power Delivery (Houston Electric), Vice President - Customer Services, Division Vice President – Texas and Louisiana/Mississippi Regions.

There are no family relationships between Mr. Greenley and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Greenley has had an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Greenley and any other person pursuant to which Mr. Greenley was approved as an officer of the Company other than as specified below.

The material terms of Mr. Greenley’s compensatory arrangement related to his employment with the Company will be as follows:

•His annual base salary will be $537,000.

•He will be eligible for an annual cash incentive payment equal to 75% of his eligible earnings at target performance for each fiscal year. Based upon the start of his employment, his first eligibility for the annual incentive payment would be fiscal year 2026.

•Mr. Greenley will receive the following equity compensation:

oAn initial equity grant on November 21, 2025 with a fair market value equal to $645,000 pursuant to the Company’s Equity Incentive Plan. Equity incentive grants are made annually and consist of both performance and time-vested awards subject to a three-year cliff vesting period.

oA special new hire equity grant of restricted stock with a fair market value equal to $1,400,000, whereby 50% of the equity grant will be delivered on November 1, 2025 in the form of time-vested restricted shares subject to a three-year cliff vesting period and the remaining 50% will be delivered on November 21, 2025 in the form of performance contingent stock units subject to a three-year cliff vesting period.

•Mr. Greenley will receive a new cash hire bonus in the amount of $250,000 on or about December 5, 2025. A two-year retention agreement related to this bonus will be executed separately.

•Mr. Greenley will participate in the Company’s Executive Severance Plan, which is described in our most recent proxy statement that was filed with the Securities and Exchange Commission on December 18, 2024.

•Mr. Greenley will receive thirty (30) days of paid time off annually.

•Mr. Greenley will be eligible for relocation assistance under Spire’s relocation program, which provides assistance with selling a current residence, reimbursement for expenses related to securing a new residence (transportation, lodging and meals), reimbursement for temporary living expenses up to 60 days, transportation to and from the moving location, moving expenses, and other related relocation expenses (the “Relocation Assistance”). If Mr. Greenley voluntarily terminates employment within one year of his start date, he must reimburse the Company for the full amount of Relocation Assistance, and if he voluntarily terminates employment between one and two years after his start date, he must reimburse the Company for 50% of the full amount of Relocation Assistance.

•Additionally, Mr. Greenley will be eligible to participate in the Company’s standard benefit package available to other employees including group health benefits, life insurance, disability benefits, pension, deferred income plan, 401(k) plan, and other benefits.

Item 7.01 Regulation FD Disclosure

The Company issued a news release announcing Mr. Greenley’s appointment, a copy of which is included as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	News release dated September 22, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Spire Inc.
Date:	September 22, 2025		By:	/s/ Courtney M. Vomund
				Courtney M. Vomund Senior Vice President, Chief Administrative Officer & Corporate Secretary

FAQ

What is Mr. Greenley's base salary at Spire (SR)?

His annual base salary will be $537,000.

How much equity will Mr. Greenley receive according to the 8-K?

He will receive an initial equity grant valued at $645,000 on November 21, 2025 and a special new-hire equity grant valued at $1,400,000 split between November 1 and November 21, 2025, all subject to three-year cliff vesting.

Is there a cash sign-on bonus for Mr. Greenley in the filing?

Yes. He will receive a new cash hire bonus of $250,000 on or about December 5, 2025, with a separate two-year retention agreement related to this bonus.

When will Mr. Greenley first be eligible for the annual incentive payment?

Based on his start date, his first eligibility for the annual incentive payment would be fiscal year 2026.

What are the relocation assistance repayment terms?

If he voluntarily terminates within one year, he must reimburse the full amount of relocation assistance; if he leaves between one and two years after start, he must reimburse 50%.