Spire Inc. Files 8-K: Material Agreement and Disclosures

Ticker: SR · Form: 8-K · Filed: Mar 30, 2026 · CIK: 0001126956

Spire Inc 8-K Filing Summary
FieldDetail
CompanySpire Inc (SR)
Form Type8-K
Filed DateMar 30, 2026
Risk Levelmedium
Pages4
Reading Time5 min
Key Dollar Amounts$1.00, $215.0 m, $12.9 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, regulation-fd, filing

TL;DR

Spire Inc. signed a big deal, check the exhibits for deets.

AI Summary

On March 28, 2026, Spire Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement and financial information are provided within the attached exhibits.

Why It Matters

This filing indicates a significant new agreement for Spire Inc., which could impact its operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

  • 0001193125-26-130379 — SEC Accession Number (Unique identifier for this specific filing)

Key Players & Entities

  • Spire Inc. (company) — Filer of the 8-K report
  • 0001126956 (company) — CIK number for Spire Inc.
  • 2026-03-28 (date) — Period of Report
  • 2026-03-30 (date) — Filing Date

FAQ

What is the nature of the material definitive agreement entered into by Spire Inc. on March 28, 2026?

The filing does not specify the exact nature of the agreement in the summary text, but it is designated as a 'Material Definitive Agreement' under Item 1.01 and details are expected to be in the exhibits.

What are the key items disclosed in this 8-K filing?

The key items disclosed are Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), and Item 9.01 (Financial Statements and Exhibits).

When was this 8-K filing accepted by the SEC?

This 8-K filing was accepted by the SEC on March 30, 2026, at 07:02:28.

What is Spire Inc.'s primary business according to the SIC code?

Spire Inc.'s primary business is Natural Gas Distribution, as indicated by the SIC code 4924.

Where is Spire Inc. headquartered?

Spire Inc. is located in St. Louis, MO, with both its mailing and business addresses at 700 Market Street, St. Louis, MO 63101.

Filing Stats: 1,267 words · 5 min read · ~4 pages · Grade level 13.5 · Accepted 2026-03-30 07:02:28

Key Financial Figures

  • $1.00 — ange on which registered Common Stock $1.00 par value SR New York Stock Exchang
  • $215.0 m — , for a cash purchase price of equal to $215.0 million, subject to customary adjustments
  • $12.9 million — to pay the Seller a termination fee of $12.9 million. The Transaction is expected to close d

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 28, 2026, Spire Resources LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the "Seller"), and Boardwalk Pipelines, LP, a Delaware limited partnership (the "Purchaser") (collectively the "Parties"), entered into a Membership Interests Purchase Agreement (the "Agreement"), pursuant to which the Seller has agreed to sell to the Purchaser all of the issued and outstanding membership interests of Spire Marketing Inc., a Missouri corporation and wholly-owned subsidiary of Seller (the "Spire Marketing"), for a cash purchase price of equal to $215.0 million, subject to customary adjustments as set forth in the Agreement (the "Transaction"). Prior to the closing of the Transaction, Seller agrees to cause Spire Marketing to convert from a corporation organized in Missouri into a limited liability company organized in Delaware. The Agreement includes customary representations, warranties and closing conditions agreed to by the Parties, including assurances regarding ownership of the membership interests, compliance with applicable laws, and the accuracy of financial statements. Additionally, the Seller has agreed to certain post-closing covenants, including a four-year non-compete, a non-solicitation restriction and customary indemnification obligations. If the Agreement is terminated due to a failure to obtain clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Purchaser is required to pay the Seller a termination fee of $12.9 million. The Transaction is expected to close during the third quarter of Spire Inc.'s fiscal year 2026. In connection with the Transaction, Spire Inc. has entered into a Guaranty Agreement guaranteeing the obligations of the Seller under the Agreement and the other transaction documents. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 30,2026, Spire issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. In addition, Spire released an investor presentation providing additional detail on the Transaction, which is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. The information provided in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) 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 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Membership Interests Purchase Agreement, dated March 28, 2026, by and between Spire Resources LLC and Boardwalk Pipelines, LP 99.1 Press Release, dated March 30, 2026, issued by Spire. 99.2 Investor Presentation, dated March 30, 2026. 104 Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). 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: March 30, 2026 By: /s/ Adam Woodard Adam Woodard Executive Vice President and Chief Financial Officer

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