Every 8-K that Spire Inc. (SR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SR filings page.
Spire Inc. (SR) entered into a new $400 million Delayed Draw Term Loan Agreement with a bank syndicate led by Mizuho Bank, Ltd. The facility consists of senior unsecured term loan commitments that Spire can draw in up to four borrowings during an availability period ending on the earliest of full utilization, the fourth borrowing, or December 31, 2026. Proceeds may be used for general corporate purposes.
Borrowings bear interest at Spire’s election at either a base rate or Adjusted Term SOFR plus 0.80% per annum, and the facility matures 364 days after the effective date. The agreement includes customary representations, covenants, and events of default for this type of facility, including a requirement that Spire maintain a consolidated capitalization ratio of not more than 70% at the end of each fiscal quarter. Upon certain events of default, commitments may be terminated and outstanding amounts may be accelerated and become immediately due and payable.
Spire Inc. reported fiscal 2026 third‑quarter and nine‑month results for the period ended June 30, highlighting a transformed, predominantly regulated gas utility portfolio after divesting Spire Marketing and Spire Storage. Q3 continuing operations showed a net loss of $42.6 million, or $(0.72) per diluted share, versus a $13.3 million loss, or $(0.29) per share, a year earlier; on an adjusted basis, the loss was $15.7 million, or $(0.26) per share, compared with $13.3 million, or $(0.29) per share.
The Gas Utility segment’s adjusted loss narrowed to $3.2 million from $10.0 million, driven by new Spire Missouri and Spire Alabama rates, higher usage in Alabama, favorable Cost Control Mechanism performance and increased off‑system sales, partly offset by higher depreciation, taxes and interest. Other activities posted a larger adjusted loss of $12.5 million, reflecting higher corporate costs and interest expense.
For the first nine months, continuing operations generated net income of $262.8 million ($4.21 per diluted share) and adjusted earnings of $301.8 million ($5.01 per share), both above the prior year. Discontinued operations contributed $253.8 million in Q3, including a $254.6 million after‑tax gain on sale, and $325.6 million year‑to‑date. Management reaffirmed fiscal 2026 adjusted earnings per share guidance from continuing operations of $3.90–$4.10, fiscal 2027 adjusted EPS guidance of $5.40–$5.60, a 5–7% long‑term adjusted EPS growth target, and a 10‑year $11.2 billion capital plan, with $797 million of expected 2026 capital expenditures.
Spire Inc. is providing investors with updated, unaudited fiscal 2025 quarterly financial information that reflects recent business changes. After selling the assets of Spire Marketing Inc. and Spire Storage, their results now appear as discontinued operations, while Spire MoGas and Spire STL Pipeline have been moved from the Midstream segment into Other.
The company emphasizes this is a presentational recast only: consolidated net income, total assets, stockholders’ equity, and cash flows for each period remain unchanged. An investor presentation with the recast continuing-operations earnings, including adjusted earnings that exclude $15 of acquisition-related expenses (net of tax $11.6) in Q4 and year-to-date, is furnished as Exhibit 99.1 under Regulation FD.
Spire Inc. has completed the sale of its natural gas storage businesses in Wyoming and Oklahoma to an affiliate of I Squared Capital. The transaction transfers Spire Storage West and Spire Storage Salt Plains to a new portfolio company, Bear River Midstream.
Under the Membership Interest Purchase Agreement, total consideration is described as $657 million, including $607 million in cash at closing and $50 million of deferred consideration. In the related press release, Spire highlights $600 million in cash at closing plus a $50 million fixed deferred payment to be received in fiscal 2027, for stated consideration of $650 million.
Spire plans to use the net proceeds for general corporate purposes, including supporting its regulated natural gas utility operations, capital investment plan and debt reduction, and to help fund its previously completed acquisition of the Piedmont Natural Gas Tennessee business. The divested storage assets provide up to 55 Bcf of working gas capacity in Wyoming and up to 17 Bcf in Oklahoma.
Spire Inc. reported stronger fiscal 2026 second-quarter results while reshaping its portfolio around regulated gas utilities. Net income from continuing operations rose to $217.6 million, or $3.51 per diluted share, from $189.3 million, or $3.17 per share, a year earlier. Adjusted earnings from continuing operations increased to $223.7 million, or $3.76 per share, helped by new rates in Missouri and Alabama, infrastructure investment and cost discipline, partly offset by lower weather-related usage and higher depreciation and taxes.
The company completed its acquisition of the Piedmont Natural Gas Tennessee business and, after quarter-end, closed the sale of Spire Marketing and announced agreements to sell Spire Storage and Spire Mississippi. These businesses are largely treated as discontinued operations, where adjusted earnings rose to $64.6 million from $20.0 million. Spire updated its fiscal 2026 adjusted EPS guidance from continuing operations to $3.90–$4.10, reflecting weaker weather-driven usage, but reaffirmed fiscal 2027 guidance of $5.40–$5.60 and a long-term adjusted EPS growth target of 5–7%, supported by a $11.2 billion capital plan through fiscal 2035 and expected $797 million of 2026 capital expenditures.
Spire Inc. reports that its board approved an updated indemnification agreement for all directors and officers. The agreement commits Spire to indemnify each covered person to the fullest extent permitted by Missouri law for certain liabilities and expenses tied to their service to the company.
The agreement also allows for advancement of legal fees and expenses, subject to specified conditions, and is designed to maintain coverage under the company’s directors’ and officers’ insurance policies. It sets out detailed procedures for requesting indemnification and advancements. The full form of the indemnification agreement is filed as Exhibit 10.1.
Spire Inc. has completed the sale of its gas marketing business, Spire Marketing Inc., to Boardwalk Pipelines, LP for $215.0 million in cash, effective April 30, 2026. The deal follows a Membership Interests Purchase Agreement between Spire’s subsidiary, Spire Resources LLC, and Boardwalk.
Employees and clients of Spire Marketing will move to Boardwalk’s new unit, Boardwalk Continuum Marketing, LLC. Spire used proceeds from the sale to partially fund its acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes, aligning its strategy around regulated natural gas utility operations.
Spire Inc. agreed to sell its Mississippi natural gas utility business, Spire Mississippi Inc., to Delta Utilities for $75 million in cash. Spire Mississippi serves about 18,000 customers through roughly 745 miles of distribution pipelines in south-central Mississippi, including Hattiesburg.
The deal, representing a 1.4x multiple of 2025 rate base, is intended to refine Spire’s geographic footprint and focus its regulated gas distribution portfolio on larger utilities in Alabama, Missouri and Tennessee. Spire plans to use the proceeds to fund planned infrastructure investments in these regulated gas utilities.
Closing is expected in the first quarter of Spire’s fiscal year 2027, subject to approval by the Mississippi Public Service Commission and other customary conditions. A reverse termination fee of $7.5 million (10% of the purchase price) is payable by the buyer to Spire’s subsidiary upon certain qualifying terminations.
Spire Inc. agreed to sell its natural gas storage business in Wyoming and Oklahoma to an affiliate of I Squared Capital for total consideration of $650 million, including $600 million in cash at closing and a fixed $50 million deferred payment expected in Spire’s fiscal 2027.
The storage platform includes Spire Storage West in Wyoming, certificated for up to 55 Bcf of working gas capacity, and Spire Storage Salt Plains in Oklahoma, authorized for up to 17 Bcf. Spire plans to use proceeds to partially fund its previously closed acquisition of Piedmont Natural Gas’s Tennessee business and complete that financing plan.
Spire emphasized that the divestiture sharpens its focus on regulated natural gas utilities and is intended to improve its risk profile while supporting long-term growth. The transaction is subject to customary closing conditions, Hart-Scott-Rodino review and other regulatory approvals, and is expected to close in the second half of Spire’s fiscal 2026.
Spire Inc. filed an amended Form 8‑K to add audited financials and pro forma results for its completed acquisition of Duke Energy’s Tennessee Piedmont Natural Gas business. The acquired utility generated $326.3 million in 2025 revenue and $121.6 million excess of revenues over direct expenses, and brings $1.95 billion of assets and $236.6 million of assumed liabilities onto Spire’s balance sheet.
Spire paid approximately $2.50 billion in cash and recorded $788.5 million of goodwill. Pro forma for the deal and related financings, fiscal 2025 combined net income available to common shareholders is $211.9 million, or $3.63 per basic share.
Spire Inc. has completed its acquisition of Piedmont Natural Gas’s Tennessee business from Duke Energy for $2.48 billion in cash, effective March 31, 2026. The acquired operations, now doing business as Spire Tennessee, serve more than 200,000 customers across nearly 3,800 miles of pipelines in the fast‑growing Nashville area.
To support the purchase and broader needs, Spire entered into a new delayed draw term loan providing $800,000,000 of senior unsecured borrowings maturing March 30, 2027, initially priced at Adjusted Term SOFR plus 0.85%. In parallel, subsidiary Spire Tennessee issued $825,000,000 of senior unsecured notes in five tranches with fixed coupons ranging from 4.59% to 5.44% and maturities between 2029 and 2038.
Spire plans to use Tranche A loan proceeds, together with cash and possible capital markets proceeds, to fund the acquisition and related costs, while Tranche B and the note proceeds support refinancing and general corporate purposes. Management states that Spire Tennessee is expected to represent about 20% of Spire’s capital investment plan through 2030 and support long‑term adjusted earnings per share growth of 5‑7%.
Spire Inc. is streamlining its business by selling its gas marketing subsidiary, Spire Marketing Inc., to Boardwalk Pipelines, LP for $215 million in cash, under a Membership Interests Purchase Agreement. The deal is expected to close in the third quarter of Spire’s fiscal 2026, subject to Hart-Scott-Rodino review and other customary conditions, and includes a $12.9 million termination fee payable to Spire if antitrust clearance is not obtained.
Spire plans to use the proceeds to help fund its acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes, while it also evaluates selling its gas storage facilities. The company kept its fiscal 2026 adjusted EPS guidance at $5.25–$5.45, but lowered fiscal 2027 adjusted EPS guidance to $5.40–$5.60 from $5.65–$5.85, reflecting the planned divestiture of Spire Marketing. Spire reaffirmed a long-term adjusted EPS growth target of 5–7% based on an original fiscal 2027 midpoint of $5.75 and outlined a 10-year capital expenditure plan of $11.2 billion, largely focused on regulated gas utility infrastructure.
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.
Spire Inc. has eliminated a class of preferred stock from its charter after fully redeeming it. The company filed a Termination of Certificate of Designations for its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with the Missouri Secretary of State, removing all related provisions from its Articles of Incorporation.
On the same date, Spire completed the previously announced redemption of all outstanding shares of this Series A preferred stock and the related depositary shares that represented fractional interests in those preferred shares. The filing also lists the termination document as an exhibit for reference.
Spire Inc. has issued $400,000,000 aggregate principal amount of 4.600% Senior Notes due 2031. The notes were sold under an underwriting agreement with a syndicate led by BMO Capital Markets, J.P. Morgan, Mizuho Securities and U.S. Bancorp Investments.
Spire intends to use the net proceeds primarily to repay $350.0 million of its 5.300% Senior Notes due March 1, 2026. Any remaining proceeds may help finance the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or be applied to general corporate purposes.
Spire Inc. filed a current report to share that it has released its earnings news for the three months ended December 31, 2025. The company states that the full text of this earnings release is provided as Exhibit 99.1.
The information about results of operations and the accompanying Regulation FD disclosure is being furnished under Items 2.02 and 7.01, rather than filed, which means it is not subject to certain Exchange Act liabilities and is not automatically incorporated into Securities Act registration statements.
Spire Inc. reported results from its virtual annual shareholder meeting held on January 29, 2026. Shareholders representing 53,828,464 common shares, or 91.08% of shares entitled to vote, were present or represented by proxy.
Three director nominees received strong support, with votes "for" ranging from 48,678,497 to 49,030,237 and relatively few votes withheld. In a non-binding advisory vote on executive compensation, shareholders cast 48,661,991 votes for, 669,343 against, and 119,253 abstentions.
Shareholders also considered auditor ratification. The selection of Deloitte & Touche LLP as independent registered public accountants for fiscal year 2026 received 52,281,769 votes for, 1,471,300 against, and 75,395 abstentions, indicating strong overall support.
Spire Inc. has announced the full redemption of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock and the related depositary shares. Each depositary share, representing a 1/1,000th interest in a preferred share, will be redeemed on February 13, 2026.
Holders will receive a cash redemption price of $25.00 per depositary share plus $0.36056 per share in accumulated and unpaid dividends up to, but not including, the redemption date. The preferred stock will stop accruing dividends immediately prior to that date, will no longer be outstanding after redemption, and will be delisted from the New York Stock Exchange.
Spire Inc. issued $200,000,000 aggregate principal amount of 6.375% Junior Subordinated Notes due 2086 under an existing shelf registration and an underwriting agreement dated January 5, 2026. The notes were issued pursuant to an indenture with Regions Bank as trustee, as supplemented on January 12, 2026. Spire states that it intends to use the net proceeds, together with other funds, to redeem all outstanding 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock with an aggregate $250.0 million liquidation preference, at which point 10,000,000 related depositary shares would also be redeemed, or for other general corporate purposes. Spire has applied to list the notes on the New York Stock Exchange and expects trading to begin within 30 days after issuance if the application is approved.
Spire Inc., along with subsidiaries Spire Missouri Inc., Spire Alabama Inc. and Spire Tennessee Inc., entered into a First Amendment to their Second Amended and Restated Loan Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lender banks. The amendment adds Spire Tennessee as a borrower under the Loan Agreement and extends the Final Maturity Date to October 11, 2030.
The borrowers and their affiliates maintain customary banking relationships with the banks under the Loan Agreement for various financial services, which are not material individually or in the aggregate. Spire, Spire Missouri and Spire Alabama have paid arrangement and extension fees as described in a Fee Letter dated December 4, 2025. The amendment is also reported as creating a direct financial obligation under Item 2.03.
Spire Inc., through its wholly owned subsidiary Spire Tennessee Inc., has entered into a Master Note Purchase Agreement to issue and sell an aggregate $825,000,000 principal amount of Series 2026 Senior Notes in a private placement to institutional investors. The notes are split into five tranches maturing on April 1 of 2029, 2031, 2033, 2036 and 2038.
If the closing occurs on or before March 31, 2026, interest rates range from 4.59% to 5.44% per year across the tranches, stepping up to between 4.65% and 5.50% if closing is delayed until after May 31, 2026 and on or before June 30, 2026. The notes will be issued at par as senior unsecured obligations of Spire Tennessee, and the closing will take place on a date selected by Spire Tennessee after the Acquisition Condition is satisfied and on or before June 30, 2026. Proceeds will be applied as described under “Use of Proceeds” in an investor presentation provided to the purchasers.
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.
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.
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.
Spire Inc. furnished a current report to provide investors with access to its latest earnings information. On November 14, 2025, the company filed an 8-K stating that it issued an earnings news release covering its results for the three and twelve months ended September 30, 2025. The full text of that release is attached as Exhibit 99.1.
The company notes that the information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to certain Exchange Act liabilities and is not automatically incorporated by reference into Securities Act registration statements or other documents.
Spire Inc. (SR) reported that subsidiary Spire Missouri Inc. privately placed $200 million of secured first mortgage bonds. The issuance includes $150 million of 4.60% Series due September 15, 2030 and $50 million of 4.65% Series due January 15, 2031, with interest payable semi‑annually on March 15 and September 15.
The bonds are secured under Spire Missouri’s long-standing mortgage and deed of trust (Regions Bank as trustee) and rank equally with its other first mortgage bonds. Proceeds will be used for general corporate purposes. The bonds feature a make‑whole call at 100% of principal plus a calculated amount, and may be redeemed at 100% beginning on their respective due dates, with additional provisions tied to eminent domain or sale to a governmental body.
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).