Spire advances $2.48B Piedmont Tennessee utility deal with key approvals

Rhea-AI Filing Summary

Spire Inc. (SR) is progressing its planned acquisition of Piedmont Natural Gas Company’s Tennessee local distribution business for cash consideration of $2.48 billion, subject to customary adjustments at closing. The transaction has cleared the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and received Federal Energy Regulatory Commission approval on October 31, 2025 to transfer gas supply contracts. Completion still requires Tennessee Public Utility Commission approval and the absence of a defined Material Adverse Effect, and is expected to close by the end of the first calendar quarter of 2026. Spire has filed unaudited pro forma condensed combined financial information and abbreviated financial statements for the acquired business to show how the Piedmont acquisition could affect its future financial profile.

Positive

• $2.48 billion Piedmont Tennessee acquisition advances with key approvals: Hart-Scott-Rodino antitrust waiting period has been satisfied without objection and the Federal Energy Regulatory Commission approved transfer of gas supply contracts on October 31, 2025, moving the transaction closer to closing.
• Detailed pro forma financials and target financial statements filed: Spire filed unaudited pro forma condensed combined financial information and abbreviated audited and unaudited financial statements for the acquired business, enhancing transparency around the potential impact of the acquisition.

Negative

• Transaction still subject to Tennessee regulatory approval: Completion of the Piedmont Acquisition remains contingent on Tennessee Public Utility Commission approval, no Material Adverse Effect, and customary closing conditions, so closing risk remains until those conditions are met.

Insights

Utility sector M&A analyst

Spire advances a $2.48B Tennessee gas utility acquisition with key regulatory milestones met.

Spire plans to buy Piedmont’s Tennessee natural gas distribution business for cash consideration of $2.48 billion, with adjustments for working capital, regulatory items, and capital expenditures at closing. This expands Spire’s regulated utility footprint in Tennessee through a local distribution company platform acquired from a Duke Energy subsidiary.

The acquisition is conditioned on several factors, including expiration of antitrust waiting periods, Tennessee Public Utility Commission approval, no defined Material Adverse Effect, and accuracy of representations and warranties. The waiting period under the Hart-Scott-Rodino Act has been satisfied without objection and, on October 31, 2025, the Federal Energy Regulatory Commission approved transfer of gas supply contracts, reducing some regulatory uncertainty.

The companies jointly filed applications with the TPUC and FERC on September 10, 2025, and the TPUC filing requests approval by March 1, 2026. Spire has also provided unaudited pro forma condensed combined financial information and abbreviated financial statements for the acquired business, giving investors a view of how the transaction could affect its balance sheet and income statement if it closes as expected by the end of the first calendar quarter of 2026.

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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): November 17, 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.

As previously disclosed in the Current Report on Form 8-K filed by Spire Inc., a Missouri corporation (“Spire” or the “Company”), with the Securities and Exchange Commission on July 29, 2025, on July 27, 2025, Spire entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Piedmont Natural Gas Company, Inc. (“Piedmont”), a North Carolina corporation and wholly owned subsidiary of Duke Energy Corporation, pursuant to which Spire will acquire Piedmont’s Tennessee natural gas local distribution company business (the “Acquired Business”) for cash consideration of $2.48 billion subject to customary adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at closing (the “Piedmont Acquisition”).

The completion of the Piedmont Acquisition is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) approval of the Tennessee Public Utility Commission (the “TPUC”), (iii) no Material Adverse Effect (as defined in the Purchase Agreement) having occurred since the date of the Purchase Agreement, and (iv) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Purchase Agreement. The Piedmont Acquisition is not subject to a financing condition and is expected to close by the end of the first calendar quarter of 2026, subject to satisfaction of the foregoing conditions.

The Piedmont Acquisition has satisfied the waiting period without objection under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The completion of the Piedmont Acquisition remains subject to (1) the approval of the TPUC, (2) no Material Adverse Effect (as defined in the Purchase Agreement) having occurred since the date of the Purchase Agreement and (3) customary conditions to ensure the accuracy of representations and warranties and the parties’ compliance with their obligations under the Purchase Agreement. On September 10, 2025, Piedmont and Spire jointly filed applications with the TPUC and the Federal Energy Regulatory Commission (the “FERC”) to facilitate the transfer of Piedmont’s Tennessee utility operations to Spire. The TPUC filing requests approval of the transfer of utility service authority and related authorizations by March 1, 2026. The FERC filing seeks a temporary waiver of certain capacity release regulations to support the efficient transfer of Piedmont’s jurisdictional transportation and storage agreements, consistent with similar waivers granted in past utility transactions. On October 31, 2025, the FERC approved the transfer of gas supply contracts to Spire.

Spire is filing this Report solely to file unaudited pro forma condensed combined financial information that give pro forma effect to the Piedmont Acquisition described above.

This report contains:

• Historical financial statements of the Acquired Business in accordance with Rule 3-05 of Regulation S-X, included as Exhibits 99.1 and 99.2 hereto, which are incorporated by reference herein; and

• Pro forma financial information of Spire and Piedmont on a combined basis in accordance with Article 11 of Regulation S-X giving pro forma effect to Spire’s pending acquisition of the Acquired Business, included as Exhibit 99.3 hereto, which is incorporated by reference herein.

The information under this Item 8.01 and Exhibits 23.1, 99.1, 99.2 and 99.3 attached hereto are hereby incorporated by reference in Spire’s Registration Statement on Form S-3 (Registration No. 333-287024) filed with the Securities and Exchange Commission on May 7, 2025.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of the Acquired Business.

Filed herewith are the following financial statements of the Acquired Business:

• Audited Abbreviated Financial Statements of the Acquired Business as of and for the years ended December 31, 2024 and December 31, 2023.

• Unaudited Abbreviated Financial Statements of the Acquired Business as of September 30, 2025 and for the nine months ended September 30, 2025 and September 30, 2024.

(b) Pro Forma Financial Information.

Filed herewith are the following pro forma condensed combined financial information:

• Unaudited Pro Forma Condensed Combined Balance Sheet of Spire as of September 30, 2025 and Unaudited Pro Forma Condensed Combined Statement of Income of Spire for the year ended September 30, 2025.

(d) Exhibits.

The following exhibits are filed as part of this report.

Exhibit Number		Exhibit
23.1		Consent of Deloitte & Touche LLP
99.1		Audited Abbreviated Financial Statements of the Acquired Business as of and for the years ended December 31, 2024 and December 31, 2023
99.2		Unaudited Abbreviated Financial Statements of the Acquired Business as of September 30, 2025 and for the nine months ended September 30, 2025 and September 30, 2024
99.3		Unaudited Pro Forma Condensed Combined Balance Sheet of Spire as of September 30, 2025 and Unaudited Pro Forma Condensed Combined Statement of Income of Spire for the year ended September 30, 2025
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 17, 2025				By:		/s/ Adam Woodard
						Adam Woodard
						Executive Vice President and Chief Financial Officer

FAQ

What major transaction did Spire Inc. (SR) highlight in this 8-K?

Spire Inc. described its planned acquisition of Piedmont Natural Gas Company, Inc.’s Tennessee natural gas local distribution company business for cash consideration of $2.48 billion, subject to customary adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at closing.

What regulatory approvals has Spire (SR) already obtained for the Piedmont Tennessee acquisition?

The acquisition has satisfied the waiting period without objection under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and on October 31, 2025 the Federal Energy Regulatory Commission approved the transfer of gas supply contracts to Spire.

What approvals are still needed before Spire’s Piedmont Tennessee acquisition can close?

Completion remains subject to Tennessee Public Utility Commission approval, the absence of a defined Material Adverse Effect since the Purchase Agreement date, and customary conditions regarding accurate representations, warranties, and compliance with obligations by both parties.

When is Spire’s acquisition of Piedmont’s Tennessee gas utility business expected to close?

The Piedmont Acquisition is expected to close by the end of the first calendar quarter of 2026, subject to satisfaction of the remaining conditions, including approval by the Tennessee Public Utility Commission.

What financial information about the Piedmont Tennessee business did Spire file?

Spire filed audited abbreviated financial statements of the acquired business as of and for the years ended December 31, 2024 and 2023, unaudited abbreviated financial statements as of and for the nine months ended September 30, 2025 and 2024, and unaudited pro forma condensed combined balance sheet and income statement of Spire as of and for the year ended September 30, 2025.

How is Spire using the pro forma financial information related to the Piedmont acquisition?

Spire is filing unaudited pro forma condensed combined financial information to show the pro forma effect of the Piedmont Acquisition and is incorporating this information, along with related exhibits, by reference into its Form S-3 Registration Statement No. 333-287024.