United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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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.
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: February 9, 2026 | By: | /s/ Adam Woodard | ||||
| Adam Woodard | ||||||
| Executive Vice President and Chief Financial Officer | ||||||