Spire's Earnings Climb on Utility, Midstream Growth; Dividend Hiked

Ticker: SRJN · Form: DEF 14A · Filed: Dec 16, 2025 · CIK: 1126956

Spire Inc DEF 14A Filing Summary
FieldDetail
CompanySpire Inc (SRJN)
Form TypeDEF 14A
Filed DateDec 16, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$4.45, $3.30, $3.14, $271.7 million, $4.37
Sentimentbullish

Sentiment: bullish

Topics: Natural Gas Utility, Dividend Growth, Strategic Acquisition, Executive Leadership, Regulatory Approval, ESG Reporting, Shareholder Value

Related Tickers: SRJN, DUK

TL;DR

**Spire's strategic acquisitions and regulatory wins make it a solid long-term hold for dividend growth and stable utility income.**

AI Summary

Spire Inc. (SRJN) reported a consolidated net income of $271.7 million ($4.37 per diluted share) for fiscal year 2025, an increase of $20.8 million from $250.9 million ($4.19 per diluted share) in fiscal year 2024. Adjusted earnings for fiscal year 2025 reached $275.5 million ($4.44 per diluted adjusted earnings per share), up $28.1 million from $247.4 million ($4.13 per diluted adjusted earnings per share) in fiscal year 2024. This growth was primarily driven by higher Gas Utility income and expansion in the Midstream segment. The company increased its annual dividend for the twenty-third consecutive year to $3.30 per common share, up from $3.14 per common share in calendar year 2025. Strategic moves include the acquisition of Piedmont Natural Gas Tennessee business from Duke Energy, expected to close in early 2026, and the approval of a modernizing regulatory rate setting mechanism in Missouri. Leadership transitions saw Scott E. Doyle become President and CEO on April 24, 2025, and Steven C. Greenley appointed COO on October 13, 2025. The company also released its seventh annual Sustainability Report in June 2025, emphasizing safety and people.

Why It Matters

Spire's consistent earnings growth and 23rd consecutive dividend increase signal financial stability and a strong commitment to shareholder returns, making it an attractive option for income-focused investors. The strategic acquisition of Piedmont Natural Gas Tennessee expands Spire's utility footprint and diversifies its portfolio, enhancing long-term growth prospects in a competitive energy market. Regulatory modernization in Missouri provides a more predictable rate-setting environment, which could lead to more stable revenue and improved operational efficiency. These factors, combined with new executive leadership, position Spire to continue its infrastructure investments and customer affordability initiatives, benefiting both customers and employees through reliable service and managed costs.

Risk Assessment

Risk Level: low — The risk level is low due to Spire's consistent financial performance, including a $20.8 million increase in net income to $271.7 million in FY2025, and a 23-year track record of increasing dividends to $3.30 per common share. The company operates in a regulated utility sector, which provides stable cash flows, further de-risked by the recent Missouri regulatory rate setting mechanism approval.

Analyst Insight

Investors should consider adding SRJN to a long-term dividend growth portfolio, given its consistent dividend increases and strategic growth initiatives. Monitor the integration of the Piedmont Natural Gas Tennessee acquisition for potential synergies and further expansion opportunities.

Financial Highlights

net Income
$271.7M
eps
$4.37

Revenue Breakdown

SegmentRevenueGrowth
Gas Utility
Midstream

Executive Compensation

NameTitleTotal Compensation
Scott E. DoylePresident and Chief Executive Officer
Steven C. GreenleyChief Operating Officer

Key Numbers

  • $271.7M — Consolidated Net Income (Increased by $20.8 million from FY2024)
  • $4.37 — Diluted EPS (GAAP) (Increased from $4.19 in FY2024)
  • $275.5M — Adjusted Earnings (Non-GAAP) (Increased by $28.1 million from FY2024)
  • $4.44 — Diluted Adjusted EPS (Non-GAAP) (Increased from $4.13 in FY2024)
  • $3.30 — Annual Dividend per Common Share (Increased for the 23rd consecutive year from $3.14 in calendar year 2025)
  • 23 — Consecutive Years of Dividend Increases (Demonstrates commitment to shareholder returns)
  • 1.7M — Customers Served (Homes and businesses served by Spire Inc.)
  • $2.99M — Audit Fees (2025) (Paid to Deloitte & Touche LLP)
  • 40% — Female Directors (Composition of the Board of Directors)
  • 90% — Independent Directors (Composition of the Board of Directors)

Key Players & Entities

  • Spire Inc. (company) — Registrant and natural gas distribution company
  • Scott E. Doyle (person) — President and Chief Executive Officer of Spire Inc. since April 24, 2025
  • Steven C. Greenley (person) — Chief Operating Officer of Spire Inc. since October 13, 2025
  • Duke Energy (company) — Seller of Piedmont Natural Gas Tennessee business
  • Piedmont Natural Gas Tennessee (company) — Acquired business by Spire Inc.
  • Missouri Public Service Commission (regulator) — Approved unanimous stipulation and agreement for Spire Missouri rate case
  • Rob L. Jones (person) — Chair of the Board of Spire Inc.
  • Sheri S. Cook (person) — Nominee for election to the Board of Directors
  • Vinny J. Ferrari (person) — Nominee for election to the Board of Directors
  • Deloitte & Touche LLP (company) — Independent registered public accountant for fiscal year 2026

FAQ

What were Spire Inc.'s key financial results for fiscal year 2025?

Spire Inc. reported a consolidated net income of $271.7 million ($4.37 per diluted share) for fiscal year 2025, an increase of $20.8 million from the prior year. Adjusted earnings reached $275.5 million ($4.44 per diluted adjusted earnings per share), up $28.1 million from fiscal year 2024.

How has Spire Inc. demonstrated its commitment to shareholders?

Spire Inc. has demonstrated its commitment to shareholders by increasing its annual dividend for the twenty-third consecutive year, raising it to $3.30 per common share from $3.14 per common share in calendar year 2025.

What strategic acquisitions did Spire Inc. announce in 2025?

On July 29, 2025, Spire Inc. announced an agreement with Duke Energy to acquire the Piedmont Natural Gas Tennessee business. This strategic acquisition is expected to close in early 2026 and will expand Spire's utility footprint.

Who are the new executive leaders at Spire Inc.?

Scott E. Doyle became President and Chief Executive Officer of Spire Inc. on April 24, 2025. Additionally, Steven C. Greenley was selected as the Company's new Chief Operating Officer, effective October 13, 2025.

What regulatory developments impacted Spire Inc. in Missouri?

In April 2025, the Missouri legislature passed legislation modernizing the regulatory rate setting mechanism. Following this, in September 2025, the Missouri Public Service Commission approved a unanimous stipulation and agreement, concluding a rate case filed by Spire Missouri in November 2024.

What is Spire Inc.'s approach to executive compensation?

Spire Inc. adheres to a pay-for-performance philosophy, linking executive compensation to Company performance. Key metrics include adjusted operating income for annual incentives and average adjusted EPS and relative total shareholder return for long-term incentives, with a majority of target total direct compensation at risk.

How does Spire Inc. address sustainability?

Spire Inc. issued its seventh annual Sustainability Report in June 2025 for reporting year 2024, emphasizing safety and people. The report includes disclosures under Sustainability Accounting Standards Board standards and increased alignment with Task Force on Climate-related Financial Disclosures recommendations, with formal oversight from the Board's committees.

What are the key proposals for the Spire Inc. 2026 Annual Meeting of Shareholders?

The 2026 Annual Meeting of Shareholders will address three key proposals: the election of three directors (Sheri S. Cook, Vinny J. Ferrari, and Rob L. Jones), an advisory vote to approve the compensation of named executive officers, and the ratification of Deloitte & Touche LLP as the independent registered public accountant for fiscal year 2026.

What is the composition of Spire Inc.'s Board of Directors?

Spire Inc.'s Board of Directors has 40% female directors, 20% ethnically diverse directors, and 90% independent directors. The average age of directors is 66, with an average tenure of 7.8 years, reflecting a solid mix of backgrounds and experiences.

What were the audit fees paid by Spire Inc. to Deloitte & Touche LLP in fiscal year 2025?

Spire Inc. paid Deloitte & Touche LLP $2,990,000 in audit fees for fiscal year 2025. This amount is part of the total fees of $3,348,538 paid to the independent registered public accountant for various services in 2025.

Risk Factors

  • Modernizing Rate Setting Mechanisms [medium — regulatory]: The Missouri legislature passed legislation modernizing the regulatory rate setting mechanism in April 2025, and the Missouri Public Service Commission approved a stipulation and agreement in September 2025. Changes in regulatory frameworks can impact future earnings and operational flexibility.
  • Leadership Transitions [medium — operational]: Scott E. Doyle became President and CEO on April 24, 2025, and Steven C. Greenley was appointed COO on October 13, 2025. While presented as seamless, significant leadership changes can introduce operational uncertainties and shifts in strategic execution.
  • Acquisition Integration [medium — financial]: The agreement to acquire Piedmont Natural Gas Tennessee business from Duke Energy, expected to close in early 2026, represents a significant expansion. Successful integration of this business is crucial for realizing projected benefits and avoiding integration costs or disruptions.
  • Sustainability Reporting and Compliance [low — regulatory]: Spire issued its seventh annual Sustainability Report in June 2025, emphasizing safety and people, and increasing disclosures aligned with TCFD recommendations. Evolving ESG standards and reporting requirements pose ongoing compliance and strategic challenges.

Industry Context

Spire Inc. operates in the regulated natural gas utility sector, characterized by stable, albeit slow, growth and significant capital investment requirements for infrastructure maintenance and modernization. The industry faces increasing pressure to adopt cleaner energy solutions and manage costs to maintain affordability for customers. Competition is generally limited due to the nature of regulated monopolies, but companies must navigate evolving regulatory landscapes and investor expectations regarding environmental, social, and governance (ESG) performance.

Regulatory Implications

Spire's operations are heavily influenced by state-level regulatory bodies, such as the Missouri Public Service Commission. The recent modernization of rate-setting mechanisms in Missouri is a positive development, potentially leading to more predictable earnings. However, changes in environmental regulations, rate case outcomes, and the approval of capital investments remain critical factors that can significantly impact financial performance and strategic flexibility.

What Investors Should Do

  1. Monitor the closing and integration of the Piedmont Natural Gas Tennessee acquisition.
  2. Evaluate the impact of the modernized regulatory rate-setting mechanism in Missouri.
  3. Assess executive compensation alignment with performance metrics.
  4. Review the company's sustainability initiatives and reporting.

Key Dates

  • 2025-04-24: Scott E. Doyle became President and CEO — Marks a significant leadership transition, with investors looking for continuity and strategic direction under new leadership.
  • 2025-06-01: Seventh Annual Sustainability Report released — Demonstrates commitment to ESG principles and transparency, which is increasingly important for investors.
  • 2025-07-29: Agreement to acquire Piedmont Natural Gas Tennessee business announced — A major strategic move to expand scale and diversify utility portfolio, with future success dependent on closing and integration.
  • 2025-10-13: Steven C. Greenley appointed COO — Further strengthens the executive team, signaling a focus on operational execution.
  • 2026-01-29: 2025 Annual Meeting of Shareholders — Key date for shareholder voting on proposals and director elections, and for management to communicate future strategy.
  • 2026-01-01: Expected closing of Piedmont Natural Gas Tennessee business acquisition — Marks the completion of a significant strategic acquisition, with immediate impact on Spire's operational footprint and financials.

Glossary

Adjusted Operating Income
A non-GAAP financial measure that adjusts operating income to exclude certain items that management believes are not indicative of the company's ongoing operating performance. (Key metric used to determine funding under the annual incentive plan for executives.)
Total Direct Compensation (TTDC)
The sum of an executive's base salary, target annual incentive plan opportunity, and the fair market value of equity awards made during the fiscal year. (Used to assess the proportion of executive pay that is 'at risk' and tied to performance.)
Relative Total Shareholder Return (TSR)
A measure of a company's stock performance compared to a peer group of companies over a specified period. (A key metric used for vesting under the company's long-term incentive plan.)
Piedmont Natural Gas Tennessee business
The natural gas utility operations in Tennessee previously owned by Duke Energy, which Spire Inc. has agreed to acquire. (Represents a significant strategic acquisition aimed at expanding Spire's scale and diversifying its utility portfolio.)
Modernizing regulatory rate setting mechanism
Legislation and regulatory approvals that update how utility rates are determined, potentially allowing for more predictable revenue streams and investment recovery. (A positive development for Spire in Missouri, potentially improving financial stability and investment planning.)

Year-Over-Year Comparison

Spire Inc. has demonstrated continued financial strength, with reported consolidated net income increasing to $271.7 million ($4.37 per diluted share) in fiscal year 2025, up from $250.9 million ($4.19 per diluted share) in fiscal year 2024. Adjusted earnings also saw a notable rise. The company has maintained its commitment to shareholder returns by increasing its annual dividend for the twenty-third consecutive year. New risks or significant changes in existing risks were not explicitly detailed in the provided summary, but the acquisition of Piedmont Natural Gas Tennessee business represents a new strategic undertaking.

Filing Stats: 4,475 words · 18 min read · ~15 pages · Grade level 10.9 · Accepted 2025-12-16 08:30:34

Key Financial Figures

  • $4.45 — s, achieving basic adjusted earnings of $4.45 per share. We also voted to increase ou
  • $3.30 — d for the twenty-third year in a row to $3.30 per common share, up from $3.14 per com
  • $3.14 — row to $3.30 per common share, up from $3.14 per common share in calendar year 2025.
  • $271.7 million — any reported consolidated net income of $271.7 million ($4.37 per diluted share), compared wit
  • $4.37 — solidated net income of $271.7 million ($4.37 per diluted share), compared with $250.
  • $250.9 million — $4.37 per diluted share), compared with $250.9 million ($4.19 per diluted share) in fiscal yea
  • $4.19 — d share), compared with $250.9 million ($4.19 per diluted share) in fiscal year 2024.
  • $20.8 million — e) in fiscal year 2024. The increase of $20.8 million was driven by higher Gas Utility income
  • $275.5 million — usted earnings for fiscal year 2025 was $275.5 million ($4.44 per diluted adjusted earnings pe
  • $4.44 — or fiscal year 2025 was $275.5 million ($4.44 per diluted adjusted earnings per share
  • $247.4 million — d adjusted earnings per share), up from $247.4 million ($4.13 per diluted adjusted earnings pe
  • $4.13 — ngs per share), up from $247.4 million ($4.13 per diluted adjusted earnings per share
  • $28.1 million — ) for fiscal year 2024. The incremental $28.1 million reflects the same drivers noted above a
  • $231.4 — er 30, 2025 Net income (loss) [GAAP] $231.4 $ 33.7 $56.3 $(49.7 ) $271.7 $ 4.3
  • $56.3 — t income (loss) [GAAP] $231.4 $ 33.7 $56.3 $(49.7 ) $271.7 $ 4.37 Adjustments

Filing Documents

Executive compensation

Executive compensation 31 Compensation Discussion and Analysis ("CD&A") 31 Compensation and human resources committee report 48

Executive compensation tables

Executive compensation tables 49 CEO pay ratio 60 Pay versus performance 61 Delinquent Section 16(a) reports 65 Proposal 3: Ratification of appointment of independent registered public accountant 66 Audit committee report 66 Fees of independent registered public accountant 67 Other matters 68 About the annual shareholder meeting 68 Questions and answers about the annual meeting 68 Voting matters 70 Requirements for submission of proxy proposals, nomination of directors and other business 71 Proxy solicitation 72 Schedule A: Reconciliation of operating income to adjusted operating income 73 Table of Contents Message from Our Chair Dear Fellow Shareholders: We are pleased to invite you to attend Spire's 2025 Annual Meeting of Shareholders, which is scheduled for Thursday, January 29, 2026, at 8:30 a.m. Central Standard Time. This year's meeting will be held virtually, and the accompanying proxy information outlines how to participate in the meeting, as well as the matters that will be voted on at the meeting. On behalf of the Board of Directors, thank you for your investment in Spire Inc. ("Spire" or "Company") and your trust in our ability to continue to guide the Company to success. This year, as a Company, we successfully delivered value for our shareholders, achieving basic adjusted earnings of $4.45 per share. We also voted to increase our annual dividend for the twenty-third year in a row to $3.30 per common share, up from $3.14 per common share in calendar year 2025. Fiscal year 2025 was a year of both change and opportunity. Scott E. Doyle became president and chief executive officer of Spire, effective April 24, in a seamless leadership transition that was a result of a successful succession planning process. Under Mr. Doyle's leadership, Spire is well-positioned for the future. In September, Spire announced the selection of Steven C. Greenley as the Company's new chief operating officer, effective October 13, 2

Executive compensation

Executive compensation The Company is committed to its pay-for-performance philosophy, which we believe is closely aligned with shareholder interests by linking executive compensation to Company performance. The key metric used to determine funding under our annual incentive plan is adjusted operating income, and the metrics used to determine vesting under our long-term incentive plan are average adjusted EPS and relative total shareholder return. The Company also emphasizes pay-for-performance by placing a majority of the executives' target total direct compensation ("TTDC") at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 2025 target annual incentive plan opportunity and the fair market value of the equity awards made during fiscal year 2025. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance. Sustainability We issued our seventh annual Sustainability Report in June 2025 for reporting year 2024. This year's disclosures on environmental, social and governance topics emphasize safety and people, reflecting the current focus of new leadership. We continue to include reporting under the Sustainability Accounting Standards Board standards and increased disclosures aligned with the Task Force on Climate-related Financial Disclosures recommendations. Emissions reporting summarizes reductions from current initiatives as well as new technologies that have potential Spire Inc. | 2025 Proxy Statement 5 Table of Contents Proxy statement summary to reduce Spire's emissions in the future. Updated data reporting reflects formats recommended by GRI 2021 Reporting Standards. In fiscal year 2025, the various committees of the Board of Directors continued formal oversight of management's sustainability efforts to ensure progress is being made on our sustainability commitments. The corporate governance committee remains responsible for overseeing and a

executive compensation program

executive compensation program. Ratification of appointment of independent registered public accountant (page 66) We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2026. The table contains summary information with respect to Deloitte's fees for services provided in fiscal years 2025 and 2024. 2025 2024 Audit fees $2,990,000 $2,755,000 Audit-related fees 160,000 475,000 Tax fees 196,643 95,965 All other fees 1,895 1,895 Total $3,348,538 $3,327,860 8 Spire Inc. | 2025 Proxy Statement www.SpireEnergy.com Table of Contents Proposal 1: Election of directors The Board of Directors is divided into three classes. Directors Cook, Ferrari and Jones, whose terms will expire upon the election of directors at the meeting on January 29, 2026, have been nominated to stand for re-election for terms expiring upon the election of their successors in January 2029 or their earlier removal or resignation from office. The persons named as proxies intend to vote FOR the election of the three nominees. If any nominee becomes unavailable to serve for any reason before the meeting, which is not anticipated, the proxies will vote the shares indicated for that nominee for a person to be selected by our Board of Directors. Information about the nominees and directors Nominees for terms expiring in 2029 Sheri S. Cook Age: 58 Director since: 2024 Independent Committees: Ms. Cook currently serves as senior vice president, chief administrative officer at Birmingham, Alabama-based Altec Inc. ("Altec"), a leading provider of products and services to utility and telecommunications markets. In her role, Cook oversees and manages human resources, information services, and the Altec/Styslinger Foundation. She also has extensive experience in economics, accounting, and finance, previously holding various positions of increasing responsibility at Altec, Sonat, Inc. and Protective Life

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.