8-K

SPIRE INC.

Date: February 9, 2026

/s/ Adam Woodard

Adam Woodard

Executive Vice President and

Chief Financial Officer

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): February 9, 2026

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

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 February 9, 2026, Spire Inc. (“Spire”) issued $400,000,000 aggregate principal amount of its 4.600% Senior Notes due 2031 (the “Notes”) pursuant to the terms of an Underwriting Agreement dated February 4, 2026 (the “Underwriting Agreement”) between Spire and the several underwriters named on Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives.

The Notes were issued pursuant to the Indenture (For Unsecured Debt Securities), dated as of August 19, 2014, between Spire and Regions Bank, as successor trustee to UMB Bank & Trust, N.A, as amended or supplemented, including by the fourth supplemental indenture thereto, dated as of February 9, 2026 (the “Supplemental Indenture”). Spire intends to use the net proceeds of this offering to repay $350.0 million aggregate principal amount of its 5.300% Senior Notes due March 1, 2026. Any remaining net proceeds may be used to finance the previously announced acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation, or for general corporate purposes.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to Spire’s Registration Statement on Form S-3 (File No.: 333-287024) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 7, 2025, and offered under the related Prospectus dated May 7, 2025, as supplemented by the Prospectus Supplement dated February 4, 2026 (as so supplemented, the “Prospectus”), filed with the SEC on February 5, 2026. Copies of the Underwriting Agreement, the Supplemental Indenture, the form of the Notes and the opinions regarding the validity of the Notes are attached hereto as exhibits and are expressly incorporated by reference herein and in the Prospectus, as well as in the Registration Statement. The foregoing descriptions of the terms of the Underwriting Agreement, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the actual terms of the applicable exhibits attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report.


Exhibit Number		Exhibit

1.1		Underwriting Agreement dated February 4, 2026 between Spire Inc. and the several underwriters named in Exhibit A thereto for whom BMO Capital Markets Corp., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. acted as representatives

4.1		Fourth Supplemental Indenture dated as of February 9, 2026 between Spire Inc. and Regions Bank, as successor trustee to UMB Bank & Trust, N.A.

4.2		Form of Senior Notes due 2031 (included in Exhibit 4.1)

5.1		Opinion of Matthew J. Aplington regarding the validity of the Notes

5.2		Opinion of Stinson LLP regarding the validity of the Notes

23.1		Consent of Matthew J. Aplington (included in Exhibit 5.1)

23.2		Consent of Stinson LLP (included in Exhibit 5.2)

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.

SEC Form 8-K filed by Spire Inc.