Form 8-K
8-K — SPIRE INC
Accession: 0001193125-26-290674
Filed: 2026-06-30
Period: 2026-06-30
CIK: 0001126956
SIC: 4924 (NATURAL GAS DISTRIBUTION)
Item: Completion of Acquisition or Disposition of Assets
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — sr-20260630.htm (Primary)
EX-99.1 (sr-ex99_1.htm)
GRAPHIC (img209991078_0.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: sr-20260630.htm · Sequence: 1
8-K
false000112695600011269562026-06-302026-06-300001126956sr:CommonStockCustomMember2026-06-302026-06-300001126956sr:SixPointThreeSevenFivePercentageJuniorSubordinatedNotesDue2086Member2026-06-302026-06-30
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): June 30, 2026
Commission
File Number
Name of Registrant, Address of Principal
Executive Offices and Telephone Number
State of
Incorporation
IRS Employer
Identification No.
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
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 2.01 Completion of Acquisition or Disposition of Assets.
On June 30, 2026, Spire Inc. (the “Company”) completed the previously announced transaction (the “Transaction”) pursuant to that certain Membership Interest Purchase Agreement, dated as of April 14, 2026, by and between Spire Midstream LLC, a wholly owned subsidiary of the Company (the “Seller”), and Subterra Energy Borrower, LLC, a Delaware limited liability company and an affiliate of I Squared Capital (the “Buyer”), as successor in interest to Subterra Energy Holdings, LLC, a Delaware limited liability company and the direct parent entity of Buyer (the “Agreement”).
The Transaction resulted in the sale of all of the issued and outstanding membership interests of Belle Butte LLC, which directly owns Spire Storage West LLC and Spire Storage Salt Plains LLC, for total consideration of $657 million, consisting of $607 million payable in cash at closing (subject to customary price adjustments set forth in the Agreement) and $50 million of deferred consideration payable on or before September 30, 2027.
The Company previously disclosed the entry into the Agreement in its Current Report on Form 8-K filed on April 15, 2026.
The Company intends to use the net proceeds from the Transaction for general corporate purposes, including supporting its regulated natural gas utility operations, capital investment plan and debt reduction.
The Transaction was completed following the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals (including expiration of the applicable waiting period under the HSR Act).
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on April 15, 2026, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, Spire issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Spire under the Securities Act or the Exchange Act.
Forward-Looking Information
This document contains forward looking statements that are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as, but not limited to: “estimates,” “expects,” “projects,” “anticipates,” “intends,” “targets,” “plans,” “forecasts,” “may,” “likely,” “would,” “should”, “anticipated” and similar expressions.
Actual outcomes or results could differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors, including but not limited to, conditions to the completion of the Transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the Transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Agreement; Spire being unable to achieve the anticipated benefits of the Transaction; significant transaction costs associated with the Transaction; the risk that disruptions from the Transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Transaction; and other factors relating to the operations and financial performance discussed in Spire’s filings with the SEC.
Although the forward-looking statements contained in this document are based on estimates and assumptions that management believes are reasonable, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. More complete descriptions and listings of these uncertainties and risk factors can be found in Spire’s Annual Report on Form 10-K for the year ended September 30, 2025 and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Spire cannot guarantee that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on Spire’s operations or financial performance. Such forward-looking statements are made based on information available as of the date of this document, and Spire undertakes no obligation to revise or
update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
Description
10.1*
Membership Interests Purchase Agreement, dated April 14, 2026, by and between Spire Midstream LLC and Subterra Energy Borrower, LLC
99.1
Press Release, dated June 30, 2026, issued by Spire Inc.
104
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).
*previously disclosed
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:
June 30, 2026
By:
/s/ Adam Woodard
Adam Woodard
Executive Vice President and
Chief Financial Officer
EX-99.1
EX-99.1
Filename: sr-ex99_1.htm · Sequence: 2
EX-99.1
Investor Contact:
Megan L. McPhail
314-309-6563
Megan.McPhail@SpireEnergy.com
Media Contact:
Jason Merrill
314-342-3300
Jason.Merrill@SpireEnergy.com
For Immediate Release
Spire completes sale of natural gas storage businesses to
I Squared Capital for $650 million
•
Transaction sharpens Spire’s focus on regulated natural gas utility businesses
•
Proceeds used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business
•
Spire Storage employees and customers will become part of the new I Squared portfolio company Bear River Midstream LLC
ST. LOUIS (June 30, 2026) – Spire Inc. (NYSE: SR) today announced it has completed the sale of its natural gas storage businesses in Wyoming and Oklahoma (“Spire Storage”) to I Squared Capital, effective June 30, 2026, for $650 million.
Spire Storage employees and customers will become part of the new I Squared portfolio company Bear River Midstream LLC.
Total consideration for the transaction consists of $600 million in cash received at closing and a $50 million fixed, non-contingent deferred payment to be received in Spire’s fiscal year 2027.
Proceeds from the transaction help fund Spire’s previously completed acquisition of the Piedmont Natural Gas Tennessee business, which closed on March 31, 2026.
“This closing marks an important milestone for Spire as we continue to sharpen our focus on our core regulated utility business,” said Scott Doyle, president and chief executive officer of Spire. “We’re proud of the strong storage platform we built and are grateful to the employees who contributed to its success and the overall success of Spire. With this transaction complete, we’ve further enhanced our financial position and are well positioned to deliver long-term, sustainable value for our customers and shareholders.”
“With Bear River Midstream, we plan to enhance operational capabilities and pursue expansion opportunities that meet the increasing market demand for energy storage across the Western and Mid-Continent regions,” said Scott Smith, chief executive officer of Bear River Midstream and former president of Spire Storage. “We are happy to provide our customers a seamless transition because the same operations and service teams customers already know will continue working with the company.”
The former Spire Storage business includes two storage fields in southwestern Wyoming and another in north central Oklahoma. In Wyoming, the natural gas storage assets are certificated to provide up to 55 Bcf of working gas capacity to customers primarily in the western United States. In Oklahoma, the storage asset markets in the midcontinent and midwestern United States and is connected to Southern Star Pipeline and Oklahoma Gas Transmission. That facility is authorized to provide up to 17 Bcf of working gas capacity.
Greenhill, a Mizuho affiliate, acted as exclusive financial advisor to Spire. Vinson & Elkins LLP served as Spire’s legal counsel. Kirkland & Ellis served as I Squared’s legal advisor.
1
About Spire
At Spire (NYSE: SR), our vision is to deliver a stronger energy future as an industry-leading natural gas provider. We safely and reliably serve the natural gas needs of close to 2 million homes and businesses through gas utilities in Alabama, Mississippi, Missouri and Tennessee, making us one of the largest publicly traded natural gas companies in the country. We are committed to transforming our business through growing organically, investing in infrastructure and driving continuous improvement. Learn more at SpireEnergy.com.
About I Squared Capital
I Squared Capital is a leading independent global infrastructure investor dedicated to the mid-market, managing over $60 billion in assets. Founded in 2012, I Squared has evolved into one of the most diverse infrastructure investors in the world, with investments across power & utilities; transportation & logistics; digital infrastructure; environmental infrastructure; and social infrastructure, providing essential services to millions of people worldwide. Today, the portfolio includes over 100 companies operating in more than 70 countries. Headquartered in Miami, the firm has offices in Abu Dhabi, London, Munich, New Delhi, São Paulo, Singapore, Sydney and Taipei. Learn more at www.isquaredcapital.com.
About Bear River Midstream
Bear River Midstream is a midstream energy company delivering safe and reliable natural gas storage across the Western and Mid-Continent United States. Backed by I Squared Capital and led by an experienced midstream energy team, the company’s strategically located storage assets help balance supply and demand to ensure energy is available when customers need it most. Bear River Midstream serves utilities, pipelines, power generators, industrial customers and energy producers across key U.S. markets. Learn more at www.brmidstream.com.
2
GRAPHIC
GRAPHIC
Filename: img209991078_0.jpg · Sequence: 3
Binary file (33864 bytes)
Download img209991078_0.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 6
v3.26.1
Document and Entity Information
Jun. 30, 2026
Document Information [Line Items]
Entity Registrant Name
Spire Inc.
Document Type
8-K
Document Period End Date
Jun. 30, 2026
Entity File Number
1-16681
Entity Address, Address Line One
700 Market Street
Entity Address, City or Town
St. Louis
Entity Address, State or Province
MO
Entity Address, Postal Zip Code
63101
City Area Code
314
Local Phone Number
342-0500
Entity Incorporation, State or Country Code
MO
Entity Tax Identification Number
74-2976504
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Amendment Flag
false
Entity Central Index Key
0001126956
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security
Common Stock $1.00 par value
Trading Symbol
SR
Security Exchange Name
NYSE
6.375% Junior Subordinated Notes due 2086 [Member]
Document Information [Line Items]
Title of 12(b) Security
6.375% Junior Subordinated Notes
Trading Symbol
SRJN
Security Exchange Name
NYSE
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
No definition available.
+ Details
Name:
dei_DocumentInformationLineItems
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=sr_CommonStockCustomMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=sr_SixPointThreeSevenFivePercentageJuniorSubordinatedNotesDue2086Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: