SPIRE ALABAMA INC
For the period ended Dec 31, 2025. Filed Feb 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 3, 2026
SR$88.81-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-102597
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-03.
0001193125-26-034779
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 182 previous paragraphs and 155 current paragraphs.
91 unchanged; 33 reworded; 31 added; 48 removed; 10 previous and 0 current paragraphs rearranged.
Tables are not compared: 17 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (31)
Current report
Gas Marketing
Current report
Midstream
Current report
On October 8, 2025, FERC approved the merger of Spire STL Pipeline into Spire MoGas Pipeline, which the Company made effective January 1, 2026 by consolidating operations under a single Spire MoGas Pipeline certificate and FERC tariff while maintaining existing rates and service continuity.
Current report
Spire expects to fund the purchase price and related transaction and financing costs with:
Current report
$900.0 aggregate principal amount of its 6.250% Series A and 6.450% Series B junior subordinated notes due 2056, issued on November 24, 2025;
Current report
$825.0 aggregate principal amount of senior unsecured notes to be issued by Spire Tennessee upon closing of the Piedmont Tennessee Transaction through private placements pursuant to a master note purchase agreement dated December 17, 2025; and
Current report
a draw of approximately $725.0 under a bridge facility upon the closing of the Piedmont Tennessee Transaction.
Current report
The Company entered into a committed senior unsecured bridge facility on August 22, 2025 provided by a syndicate of banks led by BMO Capital Markets. At December 31, 2025, the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. The loan bears interest at Adjusted Term SOFR plus 1.375% or Base Rate Plus 0.375% and matures 364 days after funding. As of December 31, 2025, the facility remains undrawn. While these issuances and the initial bridge draw will fund the acquisition at closing, the Company expects to subsequently refinance the bridge borrowings and optimize its capital structure through a balanced mix of debt, equity, and hybrid securities.
Current report
In connection with the financing plan, Spire is considering selling certain non-core assets to help fund the acquisition. Any sales would be subject to board approval and customary closing conditions, including regulatory approval.
Current report
Divestiture
Current report
On January 1, 2026, after the close of the reporting period, the Company completed the sale of a non‑core equity interest that was outside its reportable segments. The investment had previously been accounted for under the equity method and carried an immaterial value. The Company received approximately $30.0 in cash proceeds from the sale and expect to recognize a pre-tax gain in its second quarter of fiscal 2026.
Current report
For the quarter ended December 31, 2025, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $26.1, respectively. The quarterly change was driven by the improved performance of Spire Missouri and Spire Alabama totaling $23.8 and $3.9, respectively, partially offset by a $1.6 decrease at Spire EnergySouth.
Current report
The primary driver of the current year increase in revenue was the $46.4 impact of the October 2025 Missouri rate case implementation and the $11.0 usage increase in Spire Alabama. Current year revenue also benefited from higher off system sales, higher gas cost recoveries, ISRS billings and Spire Alabama’s annual RSE update. $4.3 of the RSE benefit was the result of the prior year being burdened with a $4.3 customer refund provision.
Current report
Contribution margin increased $48.0 versus the prior-year quarter. Contribution margin benefited from the $46.4 impact of the October 2025 Missouri rate case implementation, $2.2 Spire Missouri ISRS growth, and $4.9 from Spire Alabama’s annual RSE update. As previously disclosed, $4.1 of the RSE variance was the result of the prior year being burdened with a $4.1 customer refund provision. These favorable impacts more than offset the $4.8 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama.
Current report
Taxes, other than income taxes, increased $6.0, due to $3.2 higher gross receipts taxes resulting from higher revenues, combined with higher property and real estate tax expense.
Current report
Interest expense increased $1.7. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.
Current report
Gas Marketing
Current report
Including $7.1 (after-tax) unfavorable mark-to-market activity, net income decreased $4.8. The $2.3 quarter-over-quarter increase in adjusted earnings primarily reflects incremental realized business portfolio optimization activities in the current year.
Current report
Midstream
Current report
Operating revenues for the quarter ended December 31, 2025 were $58.9 higher than the comparable prior-year period. The increase was primarily the result of four drivers: $46.4 due to implementation of the most recent rate case, higher off-system sales of $7.6, incremental ISRS revenues totaling $2.2, and higher gas cost recoveries of $3.7. These favorable impacts were only partly offset by a negative volume impact (net of weather mitigation) of $3.1.
Current report
O&M expenses for the current-year quarter increased $3.5 versus the prior-year quarter. Excluding the NSC Transfer impact, the increase was $2.7. This increase reflects higher expense levels for non-payroll operations and insurance expense that were only partly offset by lower post-retirement benefit costs and administrative expenses.
Current report
Interest expense increased $2.1, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.
Current report
Operating revenues for the three months ended December 31, 2025 increased $21.3 from the same period in the prior year. The increase in operating revenue was attributable to favorable volume impacts of $11.o, annual net RSE update of $5.0, and a $3.6 increase in current year gas cost recoveries. $4.3 of the RSE benefit was the result of the prior year being burdened with a $4.3 customer refund provision.
Current report
Contribution margin was $3.6 higher versus the prior-year quarter, driven primarily by a favorable $4.9 annual RSE rate update. The prior year RSE customer refund provision discussed above represented $4.1 of this increase. These rate impacts were only partly offset by a $1.7 decline relating to volumetric margin net of weather mitigation.
Current report
Lastly, for the three months ended December 31, 2025, net cash provided by financing activities decreased $67.0 compared with thethree months ended December 31, 2024. The decrease was driven primarily by $1,116.0 reduction in net short‑term debt, partially offset by $1,100.0 in incremental long‑term debt issuances discussed below in the Source of Funds section. Financing cash flows were also impacted by a $32.5 decrease in stock issuances and a $12.7 increase in financing costs relative to the three months ended December 31, 2024.
Current report
In addition to the commercial paper program and revolving credit facility, the Company has access to a fully committed bridge facility in connection with the pending Piedmont Tennessee Transaction. The facility provides up to $2.48 billion in short-term financing. At December 31, 2025, the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. The loan bears interest at Adjusted Term SOFR plus 1.375% or Base Rate Plus 0.375% and matures 364 days after funding. As of December 31, 2025, the facility remains undrawn. For information about these resources, see Note 12, Acquisitions and Divestitures
Current report
On October 23, 2025, Spire Missouri issued an aggregate principal amount of $200.0 of First Mortgage Bonds. The first tranche consisted of an aggregate principal amount of $150.0, bearing interest at 4.60% per annum and maturing on September 15, 2030. The second tranche consisted of an aggregate principal amount of $50.0, bears interest at 4.65% per annum and maturing on January 15, 2031. Interest is payable semi-annually on March 15 and September 15 of each year. The bonds are senior secured indebtedness of Spire Missouri and rank equally with all other existing and future senior secured indebtedness issued by Spire Missouri under its Mortgage and Deed of Trust. The bonds are secured by a first mortgage lien on substantially all the real properties of Spire Missouri, subject to limited exceptions. Spire Missouri used the proceeds for general corporate purposes.
Current report
On November 24, 2025, Spire issued $900.0 of junior subordinated notes, consisting of two $450.0 series maturing in 2056. The Series A notes bear interest at 6.250% until June 1, 2031, and the Series B notes bear interest at 6.450% until June 1, 2036, after which rates reset every five years based on the five-year U.S. Treasury rate plus a stated spread, subject to minimum rates. Interest is payable semiannually beginning June 1, 2026. Spire may defer interest payments for up to 10 consecutive years, subject to restrictions on dividends and certain junior debt payments during any deferral period. The notes are redeemable at par under specified conditions and rank junior to Spire’s senior debt. Net proceeds, together with other financing sources, are expected to fund the acquisition of Piedmont Natural Gas’s Tennessee operations. For more information about the junior subordinated notes, see Note 6, Financing.
Current report
On December 17, 2025, Spire Tennessee entered into a Master Note Purchase Agreement to issue $825.0 of senior unsecured notes in a private placement. The notes will be issued in multiple tranches with maturities from 2029 to 2038 and fixed interest rates ranging from 4.59% to 5.44%. Closing is contingent upon completion of the Piedmont Tennessee Transaction and is expected by June 30, 2026. Proceeds will fund the acquisition. The agreement includes customary covenants, including a Consolidated Capitalization Ratio not exceeding 70%, and provides for optional and mandatory prepayment under specified conditions. For more information about the senior unsecured notes, see Note 6, Financing.
Current report
On January 12, 2026, Spire issued $200.0 of 6.375% junior subordinated notes due 2086. Interest is payable semiannually, and the notes rank junior to all existing and future senior indebtedness. Net proceeds, together with other funds, are expected to be used to redeem all outstanding shares of Spire’s 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (aggregate $250.0 liquidation preference) or for other general corporate purposes. For more information about the junior subordinated notes, see Note 6, Financing.
Current report
Under Spire’s “at-the-market” (ATM) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Settled sales under this ATM program are included in “Common stock issued” in the Consolidated Statements of Shareholders’ Equity. In the second and third quarters of fiscal 2024, Spire executed forward sale agreements for a total of 542,515 shares of its common stock, which were settled in December 2024, generating $32.4 of net proceeds. In the fourth quarter of fiscal 2024, Spire executed forward sale agreements for 663,619 shares of its common stock, which were settled in March 2025, generating proceeds of $42.4. As of December 31, 2025, under the ATM program, Spire may sell additional shares with an aggregate offering price of up to $123.6 through January 2027.
Removed paragraphs (48)
Previous report
We expect permanent financing of the acquisition will be funded through a balance mix of debt, equity and hybrid securities. Spire is also evaluating the sale of non-utility assets, such as natural gas storage facilities, as a potential source of funds.
Previous report
For the quarter ended June 30, 2025, Gas Utility net loss and adjusted loss were lower than the corresponding prior-year period by $4.4 and $1.0, respectively. The quarterly change in net income was driven by the $3.8 and $1.6 growth of Spire Missouri and Spire Alabama, respectively. The variance differential between the $4.4 net loss and the $1.0 adjusted loss performance was primarily the result of the prior-year quarter GAAP result including $3.3 (after-tax) charges related to the Company’s customer affordability initiative that was excluded from adjusted earnings.
Previous report
The primary driver of the current year decrease in revenue was the $31.2 impact of lower gas cost recoveries across all utilities, driven principally by lower PGA recovery and volume, including weather mitigation, at Spire Missouri. These reductions were only partly offset by higher current year ISRS billings and off-system sales.
Previous report
Contribution margin increased $4.2 versus the prior-year quarter. Contribution margin benefited from the $8.8 Spire Missouri ISRS growth and the $1.1 increase in off-system sales at both Spire Missouri and Spire Alabama. These favorable impacts more than offset the $2.2 net unfavorable impact of weather-mitigated volume margins at Spire Missouri. The quarter’s results were also unfavorably impacted by a $1.0 lower benefit attributable to Spire Alabama’s Cost Control Measure (CCM).
Previous report
Taxes, other than income taxes, decreased $1.2, primarily due to $2.8 lower gross receipt taxes resulting from lower revenues more than offsetting an increase in property tax. Depreciation and amortization expenses for the quarter ended June 30, 2025 were $3.3 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense decreased $1.7, with both Spire Missouri and Spire Alabama benefiting mostly from lower average short-term and long-term interest rates partially offset by higher balances in the current year. The benefit of gas carrying cost credits at Spire Missouri, included in other income, decreased $1.5 versus the corresponding prior-year quarter, but was more than offset by unrealized gains in non-qualified benefit trusts.
Previous report
Including $21.4 (after-tax) favorable mark-to-market activity, net income increased $25.7. Adjusted income, after removing the mark-to-market activity, increased $4.3. Gas Marketing’s business portfolio was well-positioned to create value.
Previous report
Contribution margin increased $33.6 versus the prior-year quarter, reflecting the $28.5 (pre-tax) favorable mark-to-market activity. Excluding this impact, contribution margin increased $5.1. As noted above, Gas Marketing’s business portfolio was well-positioned to create value.
Previous report
O&M expenses were slightly lower than prior-year levels, the result of lower spend on outside services in the current year that more than offset slightly higher employee costs.
Previous report
The Company’s other activities generated a $7.4 loss in the three months ended June 30, 2025, $1.0 less versus prior-year performance. Gains from non-qualified benefit and insurance trusts more than offset higher interest expense in the current year.
Previous report
Revenues for the quarter ended June 30, 2025 were $18.7 lower than the comparable prior-year period. Lower PGA gas cost recovery reduced revenues by $27.0. Volume, including weather mitigation, further reduced revenues by $2.2. These reduced revenue drivers also resulted in reduced gross receipts taxes of $2.4. These negative impacts were only partly offset by $8.8 incremental ISRS revenues and $4.9 growth attributable to higher off-system sales in the current-year quarter.
Previous report
O&M expenses for the current-year quarter increased $1.3 versus the prior-year quarter. Excluding the impact of the NSC Transfer, O&M expenses were $0.2 higher than the prior-year quarter. After excluding the $3.5 prior year charge relating to the Company’s customer affordability initiative, O&M expenses were $3.7 higher than the prior-year quarter. Lower bad debt expense was more than offset by higher field operations and employee costs.
Previous report
Reported other income increased by $0.9 versus the prior-year quarter, but decreased $0.2 after removing the impact of the NSC Transfer. Favorable mark-to-market unrealized gains on non-qualified benefit trusts was offset by a $1.5 decrease in gas carrying cost credits. Interest expense decreased $1.0, reflecting lower average short-term interest rates in the current year more than offsetting the incremental interest expense related to higher average debt levels.
Previous report
Resulting net loss for the quarter ended June 30, 2025 decreased $3.8 versus the prior-year quarter.
Previous report
Operating revenues for the three months ended June 30, 2025 decreased $4.7 from the same period in the prior year. The decrease in operating revenue was principally due to a $4.2 decrease in gas cost recovery, a $1.1 decrease due to volumetric usage (net of weather mitigation), and $1.1 lower CCM benefit in the current year.
Previous report
Contribution margin was slightly below the prior-year quarter, as a lower CCM benefit was mostly offset by off-system sales and weather-mitigated volumetric impacts.
Previous report
Depreciation and amortization expenses decreased $0.6 versus the comparable prior-year period as change in rates offset the impact of ongoing capital investments.
Previous report
Taxes, other than income taxes decreased $0.3 driven by lower pass-through gross receipts taxes.
Previous report
Interest expense for the current-year quarter decreased $0.8 versus the prior-year quarter, primarily the result of the impact of higher short-term borrowings being more than offset by lower short-term interest rates.
Previous report
EARNINGS– NINE MONTHS ENDED June 30, 2025
Previous report
Spire
Previous report
Net Income and Adjusted Earnings
Previous report
The decrease in interest expense reflects lower effective interest rates partially offset by higher average levels of debt in the current year. Weighted-average short-term interest rates were 4.5% in the current-year period versus 5.7% in the prior-year period.
Previous report
Other income decreased $19.0 versus the prior-year period, $19.5 excluding the impact of the Postretirement Non-Service Costs Transfer (“NSC Transfer”), which has no impact on net income. The principal drivers of the decline was a one-time $8.2 pre-tax hedging gain recognized in the prior year period, a decline of gas-carrying cost credits at Spire Missouri of $8.6 and unfavorable mark-to-market unrealized losses on non-qualified benefit trusts.
Previous report
Gas Utility
Previous report
For the nine months ended June 30, 2025, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $13.6 and 10.2, respectively. Adjusted earnings growth was lower than net income growth primarily due to excluding the $3.3 after-tax charge relating to the customer affordability initiative that was recorded in the prior year. The year-to-date change in net income was driven by growth at both Spire Missouri and Spire Alabama totaling $7.9 and $5.5, respectively.
Previous report
The primary driver of the current year decrease in revenue was the $269.5 impact of lower gas cost recoveries across all utilities, driven principally by lower PGA rates at Spire Missouri. This was only partly offset by higher current year ISRS billings and higher off-system sales, impacts of Spire Alabama’s volumetric usage, Spire Missouri weather-mitigated volume, and favorable Spire Alabama RSE adjustments.
Previous report
Contribution margin increased $27.3 versus the comparable prior-year period. Contribution margin benefited from the $24.5 Spire Missouri ISRS growth, $5.1 of growth from Spire Alabama’s RSE adjustments, and higher off-system sales. These favorable impacts more than offset the $4.0 negative impact of Spire Alabama’s volume usage net of weather mitigation adjustments and lower CCM benefit.
Previous report
Reported operation and maintenance (“O&M”) expenses for the nine months ended June 30, 2025 were $0.8 lower than the nine months ended June 30, 2024. Excluding the impact of the NSC Transfer, O&M expenses were $1.6 lower than the prior-year period. After excluding the $4.4 prior year charge relating to the Company’s customer affordability initiative, O&M expenses were $2.8 higher than the corresponding prior-year period. Higher employee-related costs in the current year were only partly mitigated by lower insurance claims and lower non-payroll costs resulting from customer affordability initiatives implemented last year.
Previous report
Interest expense decreased $10.1, with both Spire Missouri and Spire Alabama benefiting mostly from lower average short-term interest rates in the current year. The benefit of gas carrying cost credits at Spire Missouri, included in other income, decreased $8.6 versus the corresponding prior-year period.
Previous report
Including $4.9 (after-tax) favorable mark-to-market activity, net income increased $3.5. The $1.4 year-over-year decrease in adjusted earnings reflects higher storage and transportation fees in the current year.
Previous report
O&M expenses were slightly lower than prior-year levels, the result of higher spend on outside services in the current year that were more than offset by lower employee costs.
Previous report
Our Midstream segment includes storage and pipeline operations which currently consist of an approximate year-to-date net income mix of 75% and 25%, respectively. Net income and adjusted earnings for the Company’s Midstream segment for the nine months ended June 30, 2025 versus the comparable prior-year period increased $25.5 and $23.9, respectively. Approximately 90% of the increase was attributable to our storage operations. The increase was driven by higher storage earnings, reflecting increased asset optimization, additional storage capacity and contract renewals at higher rates, combined with the acquisition of MoGas in the second quarter of the prior year.
Previous report
Revenues in the current year increased $45.2 versus the prior-year period, reflecting the higher rates and activity with storage. O&M expenses were up $6.2 year-over-year, due primarily to costs associated with the higher storage activity in the current year, combined with non-recurring Spire MoGas acquisition costs of $2.1 in the prior year.
Previous report
Other
Previous report
Revenues for the nine months ended June 30, 2025 were $191.5 lower than the comparable prior-year period. Lower PGA rates reduced gas cost recoveries by $225.1. This reduced revenue driver also resulted in reduced gross receipts taxes of $9.5. These negative impacts were only partly offset by $24.5 incremental ISRS revenues, $18.0 attributable to higher off-system sales in the current-year, and increased weather-mitigated customer usage versus the prior-year period.
Previous report
Contribution margin for the nine months ended June 30, 2025 increased $25.9 from the same period in the prior year, primarily due to the $24.5 incremental ISRS billings and favorable $0.9 weather-mitigated customer usage impact.
Previous report
Degree days in Spire Missouri’s service areas during the nine months ended June 30, 2025 were 8.2% warmer than normal, though 11.8% colder than the same period last year. Spire Missouri’s total system volume sold and transported were 1,402.2 million centum (Latin for “hundred”) cubic feet (CCF) for the current year, compared with 1,299.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 65.5 million CCF for the current-year, compared with 37.0 million CCF a year ago.
Previous report
Reported O&M expenses for the nine months ended June 30, 2025 increased $1.8 versus the corresponding prior-year period. Excluding the NSC Transfer impact, O&M expense decreased $0.8. After excluding the $3.5 prior-year charge relating to the Company’s customer affordability initiative, O&M expenses were $2.7 higher than the corresponding prior year period. Higher employee-related costs were only partly mitigated by lower bad debt expense costs and lower
Previous report
Administrative and General (“A&G”) and support function costs resulting from customer affordability initiatives implemented last year.
Previous report
Depreciation and amortization expenses increased $11.2 versus the comparable prior-year period due to ongoing capital investments. Taxes, other than income taxes decreased $7.3, driven by lower pass-through gross receipts taxes.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Reworded paragraphs (33)
Previous wording
Spire’s midstream operations consist of Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”), Spire STL Pipeline LLC (“Spire STL Pipeline”), and Spire MoGas Pipeline LLC (“Spire MoGas Pipeline” or “MoGas”). MoGas, a 263-mile FERC-regulated natural gas pipeline and a connected 75-mile gas distribution system in Missouri, was acquired by Spire Midstream LLC, a subsidiary of Spire, on January 19, 2024. Spire STL Pipeline owns and operates a FERC-regulated 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Charles County and St. Louis County, Missouri, including MoGas and Spire Missouri’s storage facility, and its operating revenue is derived primarily from Spire Missouri as its foundation shipper. Spire Storage is engaged in the storage of natural gas in both the western and midcontinent regions of the United States. Spire Storage West, located in Wyoming, consists of two storage fields operating under one FERC market-based rate tariff, while Spire Storage Salt Plains, located in Oklahoma, operates under intrastate jurisdiction with authorizations from FERC under Section 311 of the Natural Gas Policy Act to provide certain interstate storage, transportation, and hub services.
Current wording
Spire’s midstream operations consist of Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”), Spire STL Pipeline LLC (“Spire STL Pipeline”), and Spire MoGas Pipeline. Spire MoGas Pipeline (or simply “MoGas”), a 263-mile FERC-regulated natural gas pipeline and a connected 75-mile gas distribution system in Missouri, was acquired by Spire Midstream LLC, a subsidiary of Spire, on January 19, 2024. Spire STL Pipeline owns and operates a FERC-regulated 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Charles County and St. Louis County, Missouri, including MoGas and Spire Missouri’s storage facility, and its operating revenue is derived primarily from Spire Missouri as its foundation shipper. Spire Storage is engaged in the storage of natural gas in both the western and midcontinent regions of the United States. Spire Storage West, located in Wyoming, consists of two storage fields operating under one FERC market-based rate tariff, while Spire Storage Salt Plains, located in Oklahoma, operates under intrastate jurisdiction with authorizations from FERC under Section 311 of the Natural Gas Policy Act to provide certain interstate storage, transportation, and hub services.
Previous wording
On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned Subsidiary of Duke Energy, to acquire its Tennessee natural gas business that serves more than 200,000 customers in the Nashville area (the “Transaction”). The strategic rationale for the Company is described below:
Current wording
On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned Subsidiary of Duke Energy, to acquire its Tennessee natural gas business that serves more than 200,000 customers in the Nashville area (the “Piedmont Tennessee Transaction”). The strategic rationale for the Company is described below:
Previous wording
We expect the Transaction to allow Spire to significantly expand its regulated utility footprint in high-quality jurisdictions and significantly increase the scale of its regulated business while delivering on Spire’s commitment to growth and creating long-term shareholder value.
Current wording
We expect the Piedmont Tennessee Transaction to allow Spire to significantly expand its regulated utility footprint in high-quality jurisdictions and significantly increase the scale of its regulated business while delivering on Spire’s commitment to growth and creating long-term shareholder value.
Previous wording
We expect the Transaction to provide robust growth driven by customer additions and system integrity investments, aligned with Spire’s investment strategy. These long-term investments are expected to be supported by Tennessee’s constructive regulatory environment support of natural gas.
Current wording
We expect the Piedmont Tennessee Transaction to provide robust growth driven by customer additions and system integrity and reliability investments, aligned with Spire’s investment strategy. These long-term investments are expected to be supported by Tennessee’s constructive regulatory environment support of natural gas.
Previous wording
We expect the Transaction to support Spire’s long-term adjusted earnings per share growth expectations and provide meaningful investment opportunities. The acquisition is expected to generate incremental cash flow to support investment in the business, shareholder returns and dividend growth.
Current wording
We expect the Piedmont Tennessee Transaction to support Spire’s long-term adjusted earnings per share growth expectations and provide meaningful investment opportunities. The acquisition is expected to generate incremental cash flow to support investment in the business, shareholder returns and dividend growth.
Previous wording
The stated purchase price of the Transaction is $2.48 billion subject to adjustment, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing. The Transaction is supported by a fully committed bridge facility with BMO Capital Markets Corp. for the entire purchase price.
Current wording
The stated purchase price of the Transaction is $2.48 billion subject to adjustment, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing.
Previous wording
The Transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including the approval of the Tennessee Public Utility Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Current wording
The Piedmont Tennessee Transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including approval by the TPUC. On October 31, 2025, FERC approved the transfer of gas supply contracts to Spire. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired without objection, satisfying one of the key regulatory requirements for the transaction.
Previous wording
The increase in interest expense reflects interest on higher average levels of debt in the current year that more than offset lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 4.5% in the current-year quarter versus 5.6% in the prior-year quarter.
Current wording
The increase in interest expense reflects higher average levels of long-term debt in the current year, which includes the financing activity undertaken in preparation for the pending Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $3.8 in the current quarter. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 4.1% in the current-year quarter versus 4.6% in the prior-year quarter.
Previous wording
Other income increased $2.2 versus the prior-year quarter, $1.3 after removing the $0.9 benefit attributable to the Postretirement Non-Service Costs Transfer (“NSC Transfer”), which has no impact on net income. The principal driver of the increase was favorable mark-to-market unrealized gains on non-qualified benefit trusts that more than offset a decline of gas carrying cost credits at Spire Missouri.
Current wording
Other income increased $4.7 versus the prior-year quarter. Of the reported variance, $2.6 was attributable to the Postretirement Non-Service Costs Transfer (“NSC Transfer”), which has no impact on net income. The driver of the remaining $2.1 variance was favorable investment activity with non-qualified benefit trusts and interest income.
Previous wording
The decrease in Gas Utility operating revenues was attributable to the following factors:
Current wording
The increase in Gas Utility operating revenues was attributable to the following factors:
Previous wording
Reported operation and maintenance (“O&M”) expenses for the three months ended June 30, 2025 were $0.3 lower than the prior-year quarter. Excluding the impact of the NSC Transfer, O&M expenses were $1.2 lower than the prior-year quarter. After excluding the $4.4 relating to the Company’s customer affordability initiative in the prior-year, O&M expenses were $3.2 higher than the prior-year quarter. Lower bad debt expense and insurance claims were more than offset by higher outside service expenses and employee costs.
Current wording
Reported operation and maintenance (“O&M”) expenses for the three months ended December 31, 2025 were $4.7 higher than the prior-year quarter. Excluding the impact of the NSC Transfer, O&M expenses were $2.3 higher than the prior-year quarter, as higher expense levels for non-payroll operations and bad debt expense were only partly offset by lower post-retirement benefit costs and administrative expenses.
Previous wording
Taxes, other than income taxes, decreased $10.4, primarily due to lower gross receipt taxes resulting from lower revenues. Depreciation and amortization expenses for the quarter ended June 30, 2025 were $11.3 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities.
Current wording
Depreciation and amortization expenses for the quarter ended December 31, 2025 were $6.7 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri combined with continued infrastructure capital expenditures across all the Utilities.
Previous wording
Contribution margin increased $3.8 versus the prior-year quarter, reflecting the $6.5 (pre-tax) favorable mark-to-market activity. Excluding this impact, contribution margin decreased $2.8, reflecting the higher costs noted above.
Current wording
Contribution margin decreased $6.7 versus the prior-year quarter, reflecting the $9.5 (pre-tax) unfavorable mark-to-market activity. Excluding this impact, contribution margin increased $2.8, reflecting the favorable drivers noted above. O&M expenses were flat with prior-year levels.
Previous wording
Our Midstream segment includes storage and pipeline operations which in the quarter consisted of an approximate net income mix of 75% and 25%, respectively. Net income and adjusted earnings for the Company’s Midstream segment for the quarter ended June 30, 2025 versus the prior-year quarter increased $2.4 and $2.3, respectively. Approximately 65% of the increase in net income was attributable to our storage operations. The increase was driven by higher Spire Storage earnings, reflecting increased asset optimization and additional storage capacity.
Current wording
Net income and adjusted earnings for the Company’s Midstream segment for the quarter ended December 31, 2025 versus the prior-year quarter increased $0.7, respectively. The increase was driven by higher Spire Storage earnings, reflecting additional storage capacity.
Previous wording
Revenues in the current quarter increased $9.7 versus the prior-year quarter, reflecting the higher activity with storage. O&M expenses were up $3.4 over the prior-year period, due primarily to costs associated with the higher storage activity in the current year.
Current wording
Revenues in the current quarter increased $5.5 versus the prior-year quarter, reflecting the higher activity with storage. O&M expenses were down $1.2 quarter-over-quarter, due primarily to storage expansion ramp-up costs in the prior year that did not repeat.
Previous wording
The Company’s other activities generated a $29.7 loss in the nine months ended June 30, 2025, $7.9 higher than the prior year. The major contributor to this variance was the $8.2 pre-tax ($6.3 after-tax) interest rate swap gain in the prior year that did not repeat. The remaining variance was mostly a result of higher interest expense in the current year that was offset by lower corporate expenses.
Current wording
The Company’s other activities generated a $19.2 loss in the three months ended December 31, 2025, $8.3 higher than the prior year period. The major contributor to this variance was $8.5 pre-tax ($6.5 after-tax) of current year costs associated with the pending Piedmont Tennessee acquisition. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.
Previous wording
Contribution margin for the three months ended June 30, 2025 increased $6.3 from the same period in the prior year, primarily due to the $8.8 incremental ISRS billings that was only partly offset by $2.2 unfavorable volumetric usage net of weather mitigation.
Current wording
Contribution margin for the three months ended December 31, 2025 increased $46.2 from the same period in the prior year, primarily due to the $46.4 increase relating to implementation of the most recent rate case, combined with $2.2 incremental ISRS billings, which more than offset the unfavorable $3.1 weather-mitigated margin impact.
Previous wording
Degree days in Spire Missouri’s service areas during thethree months ended June 30, 2025 were 20.5% warmer than normal, but 30.4% colder than the same period last year. Spire Missouri’s total system volume sold and transported were 220.5 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 209.2 million CCF for the same period in the prior year. Total off-system volume sold and transported were 17.6 million CCF for the current-year quarter, compared with 13.2 million CCF a year ago.
Current wording
Degree days in Spire Missouri’s service areas during thethree months ended December 31, 2025 were 9.3% warmer than normal, but 10.6% colder than the comparable prior year period. Spire Missouri’s total system volume sold and transported were 472.2 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 450.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 29.7 million CCF for the current-year quarter, compared with 21.9 million CCF a year ago.
Previous wording
Depreciation and amortization expenses increased $3.7 versus the prior-year quarter due to ongoing capital investments. Taxes, other than income taxes decreased $1.0 driven by lower pass-through gross receipts taxes partially offset by higher property tax expense.
Current wording
Depreciation and amortization expenses increased $7.1 versus the prior-year quarter due to higher rates approved in the recent rate case, in addition to ongoing capital investments. Taxes, other than income taxes increased $5.2, driven by higher pass-through gross receipts taxes combined with higher property taxes.
Previous wording
Resulting net income for the nine months ended June 30, 2025 increased $7.9 versus the nine months ended June 30, 2024.
Current wording
Resulting net income for the quarter ended December 31, 2025 increased $23.8 versus the prior-year quarter.
Previous wording
As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended June 30, 2025, were 8.2% colder than normal, but 4.1% warmer than a year ago. Spire Alabama’s total system volume sold and transported were 241.3 million CCF for the three months ended June 30, 2025, compared with 231.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were 23.0 million CCF for the current-year quarter, compared with 28.2 million CCF off-system volume sold and transported in last year’s second quarter.
Current wording
As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended December 31, 2025, were 9.7% colder than normal, and 49.0% colder than a year ago. Spire Alabama’s total system volume sold and transported were 243.3 million CCF for the three months ended December 31, 2025, compared with 259.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were 15.5 million CCF for the current-year quarter, compared with 16.7 million CCF off-system volume sold and transported in last year’s first quarter.
Previous wording
Reported O&M expenses for the three months ended June 30, 2025 decreased $1.4 versus the prior-year quarter. After excluding the impact of the NSC Transfer, O&M expenses in the current year quarter were $1.2 lower than the corresponding prior year period. After excluding the $0.6 prior-year charge relating to the Company’s customer affordability initiative, run-rate O&M expenses were $0.6 lower than the prior-year quarter. Lower employee costs and insurance claims were only partly offset by higher outside services expense.
Current wording
Reported O&M expenses for the three months ended December 31, 2025 increased $0.5 versus the prior-year quarter. After excluding the impact of the NSC Transfer, O&M expenses in the current year quarter were $0.8 lower than the corresponding prior year period. Higher bad debt expense was more than offset by lower post-retirement benefit costs and lower administrative expenses.
Previous wording
Interest expense for the current-year decreased $3.2 versus the prior year, primarily the result of lower short-term borrowings combined with lower short-term interest rates.
Current wording
Interest expense for the current-year quarter decreased $0.3 versus the prior-year quarter, primarily the result of lower long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.
Previous wording
For the quarter ended June 30, 2025, resulting net income increased $1.6 versus the prior-year quarter.
Current wording
For the quarter ended December 31, 2025, resulting net income increased $3.9 versus the prior-year quarter.
Previous wording
For thenine months ended June 30, 2025, net cash from operating activities decreased $246.6 from the corresponding period of fiscal 2024. The key drivers of the unfavorable change are regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.
Current wording
For thethree months ended December 31, 2025, net cash from operating activities decreased $0.1 from the corresponding period of fiscal 2024. The key drivers of the favorable change are regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.
Previous wording
For the nine months ended June 30, 2025, net cash used in investing activities was $105.3 less than the same period in the prior year due to payments for business acquisitions (net of cash acquired) of $175.9 for MoGas in the prior year. However, total capital expenditures were $68.2 higher than last year, with a $100.2 spending increase in the Utilities driven by infrastructure upgrades, advanced meter installations, and new business offset by a $31.8 spending decrease for Midstream.
Current wording
For the three months ended December 31, 2025, net cash used in investing activities was $58.8 less than the same period in the prior year. Total capital expenditures were $57.8 lower than last year, with a $20.8 spending decrease in the Utilities, and a $36.6 spending decrease for Midstream.
Previous wording
Spire’s material cash requirements as of June 30, 2025, are related to capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. There were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Total Company capital expenditures are planned to be approximately $875 for fiscal 2025.
Current wording
Spire’s material cash requirements as of December 31, 2025, are related to pending Piedmont Tennessee Transaction, capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. The pending acquisition will require financing of $2.48 billion, expected to be funded through a balanced mix of debt, equity and hybrid securities. In connection with the financing plan, Spire is considering selling certain non-core assets, to help fund the acquisition. The sale is subject to board approval. For information about these resources, see Note 6, Financing. Excluding the pending acquisition, there were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Total Company capital expenditures are planned to be $809 for fiscal 2026.
Previous wording
It is management’s view that the Company, Spire Missouri and Spire Alabama have adequate access to credit and capital markets and will have sufficient liquidity and capital resources, both internal and external, to meet anticipated requirements. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). The debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade with a stable outlook for Moody’s. S&P ratings also remain at investment grade with a negative outlook.
Current wording
It is management’s view that the Company, Spire Missouri and Spire Alabama have adequate access to credit and capital markets and will have sufficient liquidity and capital resources, both internal and external, to meet anticipated requirements. Spire Missouri’s and Spire Alabama’s access to capital markets, including the commercial paper market, and their respective financing costs, may depend not only on current conditions in the credit and capital markets but also on the credit rating of the entity that is accessing the capital markets. Their debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). The debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade with a stable outlook for Moody’s. S&P ratings also remain at investment grade with a negative outlook.
Previous wording
Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 47% equity at June 30, 2025 and 46% equity at September 30, 2024, respectively. At June 30, 2025, Spire had outstanding principal of long-term debt totaling $3,914.1, of which $1,968.0 was issued by Spire Missouri, $750.0 was issued by Spire Alabama, and $216.1 was issued by other subsidiaries.
Current wording
Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 41% equity at December 31, 2025 and 47% equity at September 30, 2025, respectively. At December 31, 2025, Spire had outstanding principal of long-term debt totaling $4,971.5, of which $2,168.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $2,088.5 was issued by Spire and other subsidiaries.
Previous wording
Effective October 27, 2024, Spire Missouri was authorized by the MoPSC to issue conventional term loans, first mortgage bonds, unsecured debt, preferred stock and common stock in an aggregate amount not to exceed $850.0 any time from that date through December 31, 2027. As of June 30, 2025, approximately $625.4 may still be issued under this authorization. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.
Current wording
Effective October 27, 2024, Spire Missouri was authorized by the MoPSC to issue conventional term loans, first mortgage bonds, unsecured debt, preferred stock and common stock in an aggregate amount not to exceed $850.0 any time from that date through December 31, 2027. Under this authorization, through October 23, 2025, Spire Missouri has issued $74.4 of common stock and $350 of first mortgage bonds. Approximately $426.0 remains available for issuance under this authorization. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.
Previous wording
For more information about the issuance of common stock under Spire’s “at-the-market” (ATM) equity distribution agreement, see Note 4, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.
Current wording
For more information about the issuance of common stock under Spire’s ATM equity distribution agreement, see Note 4, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.
Previous wording
Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and include regulatory accounting, employee benefits and postretirement obligations, impairment of long-lived assets, and income taxes. There were no significant changes to critical accounting estimates during the nine months ended June 30, 2025.
Current wording
Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of Spire, Spire Missouri, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and include regulatory accounting, employee benefits and postretirement obligations, and income taxes. There were no significant changes to critical accounting estimates during the three months ended December 31, 2025.
Previous wording
The two interest rate swaps entered into during the first quarter of fiscal 2025 are hedging $350.0 of the Company's short-term commercial paper program. As of June 30, 2025, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $12.4 on open swap contracts.
Current wording
The two interest rate swaps entered into during the first quarter of fiscal 2025 are hedging $350.0 of the Company's short-term commercial paper program. As of December 31, 2025, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $14.0 on open swap contracts.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
This section contains discussion and analysis of the results for the nine months ended June 30, 2025 compared to the results for the nine months ended June 30, 2024, in total and by registrant and segment.
Previous report — wording carried elsewhere
The following tables reconcile the Company’s adjusted earnings to the most comparable GAAP number, net income.
Previous report — wording carried elsewhere
Income tax adjustments include amounts calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.
Previous report — wording carried elsewhere
** Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares.
Previous report — wording carried elsewhere
Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.
Previous report — wording carried elsewhere
Select variances for the nine m0nths ended June 30, 2025 compared to the nine months ended June 30, 2024 are summarized in the following table and discussed below.
Previous report — wording carried elsewhere
The increase in income taxes primarily reflects the higher current-year pre-tax book income.
Previous report — wording carried elsewhere
The decrease in Gas Utility operating revenues was attributable to the following factors:
Previous report — wording carried elsewhere
The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:
Previous report — wording carried elsewhere
As measured in degree days, temperatures in Spire Alabama’s service area during the nine months ended June 30, 2025, were 4.2% warmer than normal, but 2.9% colder than a year ago. Spire Alabama’s total system volume sold and transported were 845.9 million CCF for the nine months ended June 30, 2025, compared with 783.9 million CCF for the same period in the prior year. Total off-system volume sold and transported were 58.5 million CCF for the current-year period, compared with 62.1 million CCF off-system volume sold and transported in the prior-year period.