Spire Inc. (NYSE: SR) secures TPUC approval for Tennessee gas utility acquisition

Rhea-AI Filing Summary

Spire Inc. reports that the Tennessee Public Utility Commission has approved transferring certain natural gas utility services from Piedmont Natural Gas Company to Spire Tennessee Inc. This approval, together with a satisfied Hart-Scott-Rodino antitrust condition, means required regulatory authorizations to complete Spire’s acquisition of Piedmont’s Tennessee local distribution business are now in place. The deal remains subject to customary closing conditions and is expected to close before the end of the first quarter of 2026.

Insights

Regulated utilities and M&A analyst

Key regulatory approvals for Spire’s Tennessee gas acquisition are now secured.

Spire Inc. has obtained Tennessee Public Utility Commission approval to transfer utility service authority from Piedmont to Spire Tennessee Inc. The Hart-Scott-Rodino antitrust closing condition is also satisfied, so required regulatory authorizations for the Tennessee natural gas distribution acquisition are complete.

The remaining steps are described as “customary closing conditions,” and completion is expected before the end of the first quarter of 2026. Any financial impact, purchase price, or expected earnings contribution is not detailed here, so the overall investment effect depends on information from prior or future disclosures.

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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): March 16, 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 8.01 Other Events.

On March 16, 2026, the Tennessee Public Utility Commission (“TPUC”) issued a decision in Docket No. 25-00074, the Joint Application of Piedmont Natural Gas Company, Inc. (“Piedmont”) and Spire Tennessee Inc. (“Spire Tennessee”) for Approval of a Transfer of Authority to Provide Utility Services Pursuant to Tenn. Code Ann. § 65-4-113 and Related Authorizations. The TPUC approved the transfer of utility services from Piedmont to Spire Tennessee.

The approval is a condition to Spire Inc.’s (“Company”) completion of the acquisition of Piedmont’s Tennessee natural gas local distribution company business, previously announced on July 29, 2025 (“Transaction”). The closing condition related to the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR”), as amended, has been satisfied and following receipt of the approval of TPUC, the parties have received approval from the requisite regulatory authorities necessary to close the Transaction. The completion of the Transaction is subject to certain other customary closing conditions. The Transaction is currently expected to close prior to the end of the first quarter of 2026.

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: March 16, 2026				By:		/s/ Adam Woodard
						Adam Woodard Executive Vice President and Chief Financial Officer

FAQ

What regulatory approval did Spire Inc. (SR) receive in Tennessee?

Spire Inc. received Tennessee Public Utility Commission approval to transfer utility service authority from Piedmont Natural Gas Company to Spire Tennessee Inc., a key step in completing its Tennessee natural gas local distribution company acquisition.

How does the TPUC decision affect Spire Inc.’s acquisition of Piedmont’s Tennessee business?

The TPUC decision satisfies a major regulatory requirement for Spire Inc.’s planned acquisition of Piedmont’s Tennessee natural gas local distribution business, allowing the parties to move toward closing once remaining customary conditions are met.

Have all regulatory approvals for Spire (SR) to close the Piedmont Tennessee transaction been obtained?

Yes. The filing states the Hart-Scott-Rodino antitrust condition has been satisfied and, with TPUC approval, the parties have received approval from the requisite regulatory authorities necessary to close the Tennessee natural gas distribution transaction.

When is Spire Inc. expecting to close the Piedmont Tennessee transaction?

Spire Inc. currently expects the acquisition of Piedmont’s Tennessee natural gas local distribution company business to close before the end of the first quarter of 2026, subject to remaining customary closing conditions described in the disclosure.

What is the role of Spire Tennessee Inc. in the Piedmont transaction?

Spire Tennessee Inc. is the entity approved to receive the transfer of utility service authority from Piedmont. This enables Spire’s Tennessee subsidiary to operate the local natural gas distribution services that are being acquired from Piedmont in the state.

What antitrust condition related to the Spire (SR) and Piedmont Tennessee deal has been satisfied?

The closing condition related to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been satisfied. Along with TPUC approval, this means key regulatory clearances for closing the Tennessee natural gas distribution transaction are in place.

Filing Exhibits & Attachments

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