Spire Inc. filed SEC Form 8-K: Other Events

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

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 Exchange 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.

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:

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:

(b) Pro Forma Financial Information.

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

(d) Exhibits.

The following exhibits are filed as part of this report.

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.