SEC Form 8-K filed by Spire Inc.

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): May 7, 2025

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:

Securities registered pursuant to Section 12(b) of the Act:

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 May 7, 2025, Spire Inc., a Missouri corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (the “Registration Statement”), which became immediately effective upon filing and which replaced the Company’s previous shelf registration statement on Form S-3 (File No. 333-264799) filed with the SEC on May 9, 2022.

In connection with the filing of the new shelf registration statement, the Company also filed with the SEC a new prospectus supplement dated May 7, 2025 relating to the Company’s “at-the-market” equity offering program (the “Prospectus Supplement”), as previously reported on its Current Report on Form 8-K filed with the SEC on February 6, 2024, pursuant to which the Company may, as of the date hereof, issue and sell up to $123,613,839 in shares (the “Shares”) of its common stock, par value $1.00 per share, in amounts and at times to be determined by the Company (the “ATM Program”).

In connection with the filing of the Registration Statement and the Prospectus Supplement, the Company is filing a legal opinion of Matthew Aplington, Esq. regarding the legality of the Shares to be issued under the ATM Program, attached as Exhibit 5.1 to this Current Report on Form 8-K, to incorporate such opinion by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

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.