SPIRE ALABAMA INC
For the period ended Mar 31, 2026. Filed May 6, 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.
Mar 31, 2026 · Filed May 6, 2026
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Condensed Statements of Cash Flows
| Six Months Ended March 31, | ||
|---|---|---|
| (In millions) | 2026 | 2025 |
| Operating Activities: | ||
| Net Income | $91.6 | $85.7 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 38.5 | 35.7 |
| Deferred income taxes and investment tax credits | 30.7 | 28.7 |
| Changes in assets and liabilities: | ||
| Accounts receivable | (38.5) | (49.1) |
| Inventories | 11.4 | 9.0 |
| Regulatory assets and liabilities | (25.5) | 1.0 |
| Accounts payable | 3.4 | 21.1 |
| Delayed/advance customer billings | 0.5 | (1.3) |
| Taxes accrued | (6.8) | (7.7) |
| Other assets and liabilities | 7.9 | (8.2) |
| Other | 0.2 | 0.2 |
| Net cash provided by operating activities | 113.4 | 115.1 |
| Investing Activities: | ||
| Capital expenditures | (86.4) | (63.1) |
| Other | (2.0) | 0.4 |
| Net cash used in investing activities | (88.4) | (62.7) |
| Financing Activities: | ||
| Borrowings from Spire | 19.6 | (6.6) |
| Return of capital to Spire | (2.4) | (30.0) |
| Dividends paid | (42.1) | (14.0) |
| Net cash used in financing activities | (24.9) | (50.6) |
| Net Decrease in Cash and Cash Equivalents | 0.1 | 1.8 |
| Cash and Cash Equivalents at Beginning of Period | 1.9 | 1.5 |
| Cash and Cash Equivalents at End of Period | $2.0 | $3.3 |
| Supplemental disclosure of cash paid for: | ||
| Interest, net of amounts capitalized | $(13.9) | $(14.9) |
| Income taxes | — | — |
SPIRE INC., SPIRE MISSOURI INC. AND SPIRE ALABAMA INC.
NOTES TO FINANCIAL STATEMENTS
(Dollars in millions, except per share amounts)
- SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS– Spire Inc. (“Spire” or the Company), headquartered in St. Louis, Missouri, is a regulated energy company primarily engaged in the distribution of natural gas. Spire’s regulated natural gas distribution operations include Spire Missouri Inc. (“Spire Missouri”), serving customers in Missouri; Spire Alabama Inc. (“Spire Alabama”), serving central and northern Alabama; and the subsidiaries of Spire EnergySouth Inc. (“Spire EnergySouth”)(Spire Gulf and Spire Mississippi) serving customers in Southern Alabama and south-central Mississippi. The following paragraphs summarize certain transactions and other developments that have occurred during fiscal 2026, which impact the Company’s operations and financial statement presentation.
On March 31, 2026, Spire completed the acquisition of the Tennessee assets of Piedmont Natural Gas Company, Inc. (“Piedmont”), a wholly-owned subsidiary of Duke Energy Corporation (“Piedmont Tennessee Transaction” or “Piedmont Tennessee”) for a total cash purchase price of $2.5 billion including customary working capital and adjustments. The Company expects the acquisition to increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S. and expand regulatory diversity. Upon closing, Piedmont’s Tennessee business began doing business as Spire Tennessee, Inc. (“Spire Tennessee”). For additional information regarding the transaction, including purchase price allocation and acquisition financing, see Note 2 – Acquisitions.
As of March 12, 2026, Spire management and its board of directors approved plans to sell Spire Marketing Inc. (“Spire Marketing”), Spire Storage, and Spire Mississippi. As a result, management determined the assets and liabilities met the criteria to be presented as held for sale. In addition, management determined that the operations of Spire Marketing and Spire Storage met the criteria to be presented as discontinued operations. See further discussion below in Note 3 – Divestitures.
As a result of the foregoing, the Company revised its primary operating segments beginning in the second quarter of fiscal 2026, as discussed in Note 12 – Segment Information. The Company’s consolidated financial statements and accompanying notes have been recast to reflect the changes in presentation.
The Company’s earnings from continuing operations are derived primarily from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business and the volumetric rate design, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.
BASIS OF PRESENTATION– These notes are an integral part of the accompanying unaudited financial statements of Spire presented on a consolidated basis, Spire Missouri Inc. and Spire Alabama Inc. (“Spire Alabama”). Spire Missouri, Spire Alabama, Spire EnergySouth, Spire Tennessee are wholly-owned subsidiaries of Spire. Spire Missouri, Spire Alabama, the subsidiaries of Spire EnergySouth (Spire Gulf Inc. and Spire Mississippi Inc.), and Spire Tennessee are collectively referred to as the “Utilities.”
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire, Spire Missouri and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.
Certain amounts in the Companies’ 2025 Consolidated Financial Statements and Notes have been reclassified to conform to the 2026 presentation of discontinued operations for comparative purposes.
REGULATED OPERATIONS– The Utilities account for their regulated operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations. This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.
As authorized by the Missouri Public Service Commission (“MoPSC”), the Mississippi Public Service Commission (“MSPSC”), the Alabama Public Service Commission (“APSC”), and Tennessee Public Utility Commission (“TPUC”), the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (“GSA”) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 7, Regulatory Matters.
Certain utilities operate under alternative rate mechanisms approved by their respective regulators that provide for periodic rate adjustments intended to allow recovery of authorized costs and the opportunity to earn an approved rate of return. Spire Tennessee is allowed to operate under an Annual Review Mechanism (“ARM”) on an interim basis as approved by the TPUC with certain limitations, under which rates are adjusted annually to reflect changes in its cost of service, with amounts subject to recovery from or refund to customers recorded as regulatory assets or regulatory liabilities, as appropriate, when recovery through future rates is probable. See additional information about regulatory assets and liabilities in Note 7, Regulatory Matters.
BUSINESS COMBINATIONS AND GOODWILL – Spire’s acquisitions are accounted for using the business combination method of accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on their estimated fair values. Goodwill is measured as the excess of the acquisition‑date fair value of the consideration transferred over the net amounts of the acquisition‑date identifiable assets acquired and liabilities assumed.
At September 30, 2025, goodwill included in Spire’s Missouri reporting unit totaled $210.2, with the remaining balance of $961.4 related to the Southeast Utilities reporting unit (which consists of Spire Alabama, Spire Gulf, and Spire Mississippi). During fiscal 2026, Spire recorded $737.9 of goodwill related to the Spire Tennessee reporting unit in connection with the Piedmont Tennessee Transaction, representing the expected economic benefits from the transaction. In addition, during the second quarter of 2026, $18.1 of goodwill related to the Southeast Utilities reporting unit and attributable to the Spire Mississippi operations was reclassified to assets held for sale in connection with the Company’s plan to sell Spire Mississippi. During the period, the Company recorded a $3.9 million goodwill impairment related to Spire Mississippi upon its classification as held for sale; no other goodwill impairments were recorded.
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS — Assets and liabilities of a business that meet the accounting requirements to be classified as held for sale are separated in a disposal group. Disposal group net assets are recorded at the lower of their carrying amount or estimated fair value less expected costs to sell. After being classified as held for sale, assets are not depreciated or amortized.
Assets and liabilities of a disposal group that meet the accounting requirements to be classified as discontinued operations are presented separately for all current and prior periods in the consolidated balance sheets. The results of discontinued operations are reported in income from discontinued operations, net of taxes in the consolidated statements of income for the current and prior periods beginning in the period in which the business meets the held for sale criteria. Income from discontinued operations includes direct costs attributable to the business held for sale, and an estimate of costs from corporate functions dedicated to the business, but excludes corporate expenses composed of general and administrative expenses not attributable to any of the operating segments. Additionally, the Company has elected to allocate interest expense to discontinued operations related to debt that was not directly attributed to the disposal group. Interest expense was allocated based on a ratio of net assets held for sale to the sum of consolidated net assets and debt. This ratio was adjusted to exclude interest and debt directly attributable to Utility and Pipeline operations. See additional information about assets held for sale and discontinued operations in Note 3 - Divestitures.
DERIVATIVES – In the course of their business, certain subsidiaries of Spire enter into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded within operating revenues on a gross basis in the Condensed Consolidated Statements of Income. Contracts not designatedas normal purchases or normal sales are within the scope of FASB ASC Topic 815 and are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes, with income and expenses presented on a net basis in natural gas expenses in the Condensed Consolidated Statements of Income. Spire also enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates.
TRANSACTIONS WITH AFFILIATES– Transactions between affiliates of the Company have been eliminated from the consolidated financial statements of Spire. As reflected in their separate financial statements, Spire Missouri and Spire Alabama borrowed funds from the Company and incurred related interest. Spire Missouri and Spire Alabama also participated in normal intercompany shared services transactions. Spire Missouri’s and Spire Alabama’s other transactions with affiliates are presented below:
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire Missouri | ||||
| Purchases of natural gas from Spire Marketing | $4.8 | $6.0 | $8.3 | $8.2 |
| Transportation services received from Spire MoGas Pipeline* | 9.9 | 9.7 | 19.9 | 19.6 |
| Sales of natural gas to Spire Marketing | 0.1 | 0.1 | 0.1 | 0.1 |
| Spire Alabama | ||||
| Purchases of natural gas from Spire Marketing | $— | $9.0 | $— | $13.9 |
*Spire STL Pipeline LLC and Spire MoGas Pipeline LLC merged on December 31, 2025, with Spire MoGas Pipeline LLC being the surviving entity. All Spire STL Pipeline LLC transactions are included under Spire MoGas Pipeline.
RESTRICTED CASH AND OTHER INVESTMENTS– In Spire’s statement of cash flows, total Cash, Cash Equivalents, and Restricted Cash included $36.1, $35.5 and $30.8 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of March 31, 2026, September 30, 2025, and March 31, 2025, respectively (in addition to amounts shown as “Cash and cash equivalents”). This restricted cash has been segregated and invested in debt securities in trust accounts based on collateral requirements for reinsurance at Spire’s risk management company.
ACCRUED CAPITAL EXPENDITURES– Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.
| March 31, | September 30, | March 31, | |
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Spire | $54.9 | $82.5 | $66.8 |
| Spire Missouri | 44.2 | 61.8 | 45.6 |
| Spire Alabama | 5.8 | 9.5 | 8.5 |
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES– Trade accounts receivable are recorded at the amounts due from customers, including unbilled amounts. Accounts receivable are written off when they are deemed to be uncollectible. An allowance for expected credit losses is estimated and updated based on relevant data and trends such as accounts receivable aging, historical write-off experience, current write-off trends, economic conditions, and the impact of weather and availability of customer payment assistance on collection trends. For the Utilities, net write-offs as a percentage of revenue has historically been the best predictor of base net write-off experience over time. Management judgment is applied in the development of the allowance due to the complexity of variables and subjective nature of certain relevant factors. The accounts receivable of Spire’s non-utility businesses are evaluated separately from those of the Utilities. The allowance for credit losses for those other businesses is based on a continuous evaluation of the individual counterparty risk and is not significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.
| Spire | Spire Missouri | Spire Alabama | ||||
|---|---|---|---|---|---|---|
| Three Months Ended March 31, | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 |
| Allowance at beginning of period | $28.7 | $34.7 | $22.5 | $27.9 | $5.1 | $6.0 |
| Acquisition | 1.7 | — | — | — | — | — |
| Provision for expected credit losses | 10.0 | 8.9 | 7.9 | 6.6 | 1.7 | 2.0 |
| Write-offs, net of recoveries | (6.7) | (6.8) | (5.1) | (4.9) | (1.2) | (1.9) |
| Allowance at end of period | $33.7 | $36.8 | $25.3 | $29.6 | $5.6 | $6.1 |
| Six Months Ended March 31, | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 |
| Allowance at beginning of period | $28.8 | $31.4 | $23.0 | $24.9 | $4.9 | $5.7 |
| Acquisition | 1.7 | — | — | — | — | — |
| Provision for expected credit losses | 16.0 | 14.0 | 12.1 | 10.7 | 3.2 | 2.8 |
| Write-offs, net of recoveries | (12.8) | (8.6) | (9.8) | (6.0) | (2.5) | (2.4) |
| Allowance at end of period | $33.7 | $36.8 | $25.3 | $29.6 | $5.6 | $6.1 |
- ACQUISITIONS
Acquisition of Tennessee Piedmont Natural Gas business
On March 31, 2026, Spire completed the acquisition of the Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc., a wholly-owned subsidiary of Duke Energy Corporation (the “Piedmont Tennessee Transaction” or “Acquisition”). The Company expects the acquisition to significantly increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S., expand regulatory diversity and provide accretive earnings and supports dividend growth. The consideration transferred at closing was approximately $2.5 billion in cash including working capital. The consideration transferred was allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.
The following table summarizes the preliminary purchase price allocation and the estimated fair values of the assets acquired and liabilities assumed as of March 31, 2026:
| March 31, | |
|---|---|
| (Dollars in millions) | 2026 |
| Acquisition consideration: | $2,500.8 |
| Assets acquired: | |
| Utility plant | $1,829.4 |
| Accounts receivable (net allowance of $1.7) | 65.2 |
| Inventories | 7.1 |
| Current regulatory assets | 33.4 |
| Other current assets | 35.6 |
| Non-current regulatory assets | 42.1 |
| Other non-current assets | 0.4 |
| Total assets acquired | 2,013.2 |
| Liabilities assumed: | |
| Accounts payable | 33.5 |
| Other current liabilities | 31.8 |
| Non-current regulatory liabilities | 173.5 |
| Other non-current liabilities | 11.5 |
| Total liabilities assumed | 250.3 |
| Net assets acquired | 1,762.9 |
| Goodwill | $737.9 |
The consideration transferred is subject to customary post‑closing adjustments, including adjustments for net working capital, regulatory assets and liabilities, and capital expenditures through the closing date. Transaction costs of $23.1 and $25.0 associated with the acquisition were expensed as incurred and reported in “Operation and Maintenance Expense” in the Company’s condensed consolidated statements of income for the three months and six months ended March 31, 2026, respectively.
Substantially all of the assets acquired and liabilities assumed are subject to the regulatory authority of the TPUC and are accounted for in accordance with ASC 980, Regulated Operations. Because the costs associated with these regulated assets and liabilities are recoverable through regulated rates, their carrying values approximate fair value. Utility plant is depreciated using composite depreciation rates approved by the TPUC over the estimated service lives of the underlying assets.
Due to the timing of the Acquisition, the fair values of net assets acquired, including goodwill, have not been finalized and are therefore subject to change as additional information about the assets and liabilities existing as of the acquisition date is obtained during the measurement period. The preliminary fair value estimates are based on management’s best estimates and assumptions including future cash flows and discount rates where applicable and in accordance with ASC 980, Regulated Operations. These amounts are subject to change during the measurement period as additional information becomes available regarding facts and circumstances that exist at the acquisition date.
Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired and is attributable primarily to expected operational synergies, complementary geographic and operational footprints, scale efficiencies, and future growth opportunities. The total amount of Goodwill is expected to be deductible for tax purposes. For book purposes, Goodwill is not amortized and is subject to annual impairment testing. Goodwill resulting from the acquisition was recorded at the parent company level and allocated to the Spire Tennessee reporting unit based on the expected benefit of the acquisition.
The acquisition was completed on March 31, 2026, the last day of the Company’s interim reporting period. Accordingly, the acquisition is reflected in the Company’s condensed consolidated balance sheets as of March 31, 2026, and the related cash outflows are reflected in the Company’s condensed consolidated statements of cash flows. As the acquisition closed on the period‑end date, the results of operations of the acquired business were not material and therefore are not included in the Company’s condensed consolidated statements of income or operating cash flows for the three months ended March 31, 2026. In connection with the Acquisition, Spire Tennessee and Duke Energy Business Services LLC (“Duke Energy Business Services”) have entered into a transition services agreement (“TSA”), pursuant to which Duke Energy Business Service has agreed to provide certain transition services to Spire to facilitate the transition of operations following the Acquisition, as agreed upon in the applicable purchase agreement. The TSA is for an initial eighteen month term and is subject to extension as necessary to complete the successful transition.
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company assuming the acquisition had taken place on October 1, 2024. The most significant pro forma adjustments relate to:
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Total Operating Revenues | $1,167.8 | $1,110.5 | $1,980.7 | $1,821.1 |
| Net Income | 263.3 | 224.3 | 373.2 | 312.7 |
Non-recurring pro forma adjustments include transactions costs and financing costs that are not expected to recur.
The acquisition was funded through a combination of debt issuances and borrowings, including (i) Spire financing activities consisting of the issuance of $900.0 of junior subordinated notes in November 2025 and borrowings of $800.0 under a senior unsecured term loan facility entered into on March 26, 2026 and fully drawn on March 31, 2026, and (ii) the issuance of $825.0 of senior unsecured notes through a private placement on March 31, 2026 pursuant to a master note purchase agreement dated December 2025 by Spire Tennessee. Additional information regarding financing activities related to the acquisition is provided in Note 8 – Financing.
- DIVESTITURES
During fiscal year 2026, the Company committed to the divestiture of certain businesses as part of a strategic repositioning to focus on its regulated natural gas utility operations. These actions included agreements to sell Spire Marketing and Belle Butte LLC and its subsidiaries (collectively, “Spire Storage”). We also entered into an agreement to sell Spire Mississippi. As a result, management determined the assets and liabilities met the criteria to be presented as held for sale. The Company expects the proceeds from these divestitures to be used primarily to repay acquisition‑related borrowings incurred in connection with the Piedmont Tennessee Transaction and for other general corporate purposes.
The divestitures of Spire Marketing and Spire Storage represent strategic shifts that have, or will have, a major effect on the Company’s operations and financial results. Accordingly, each has been classified as a discontinued operation during the second quarter of fiscal 2026, and their results have been reclassified to discontinued operations for all periods presented. The related assets and liabilities and results of operations have been retrospectively recast in the accompanying condensed consolidated financial statements.
The planned sale of Spire Mississippi does not represent a strategic shift that will have a major effect on the Company’s operations or financial results, as the Company’s remaining regulated utilities Spire Missouri, Spire Alabama, Spire Tennessee, and Spire Gulf continue to represent the substantial majority of the Gas Utility segment’s operations. Accordingly, Spire Mississippi is classified as held for sale, with its results of operations continuing to be reported within continuing operations as part of the Gas Utility segment. The related assets and liabilities have been classified as held for sale for the current period but have not been retrospectively recast for prior periods presented on the condensed consolidated balance sheet.
Upon classification as held for sale, the Company ceased recording depreciation and amortization on the long-lived assets of the Spire Marketing, Spire Storage, and Spire Mississippi disposal groups. See Note 12 - Segment Information for information regarding the Company's change in reportable segments.
Discontinued Operations
Sale of Spire Marketing
In March 2026, Spire entered into a definitive agreement with Boardwalk Pipelines, LP (“Boardwalk”) for the sale of Spire Marketing. In connection with the transaction, Spire entered into a transition services agreement (“TSA”) with Boardwalk pursuant to which Spire will provide certain services for a limited period following the closing. The TSA is structured to generate a profit; however, the related revenues and earnings are not expected to be material to Spire on a consolidated basis.
On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of $212.0. Upon classification as held for sale, the Company measured the Spire Marketing disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The results of the disposal group are included in Income from discontinued operations, net of tax, in the Condensed Consolidated Statements of Income.
Sale of Spire Storage
In April 2026, Spire entered into a definitive agreement for the sale of Spire Storage with Subterra Energy Holdings, LLC , an affiliate of I Squared Capital. Total expected consideration from the transaction is approximately $650.0, consisting of $600.0 payable in cash at closing and a $50.0 deferred payment expected to be received in fiscal 2027. The deferred payment is time-based and not contingent upon the future performance of Spire Storage, and is subject to customary closing adjustments, including clearance under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory approvals.
The transaction is expected to close during the second half of fiscal year 2026. Upon classification as held for sale, the Company measured the Spire Storage disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The results of the disposal group are included in Income from discontinued operations, net of tax, in the Condensed Consolidated Statements of Income.
The following presents the carrying values of the major classes of Assets held for sale and Liabilities associated with assets held for sale included in Spire’s Condensed Consolidated Balance Sheets:
| (Dollars in millions) | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total |
|---|---|---|---|
| Non-utility property (net of $7.3 and $22.2 accumulated depreciation, respectively) | $0.8 | $444.0 | $444.8 |
| Other investments | — | 0.3 | 0.3 |
| Accounts receivable, net | 85.7 | 8.0 | 93.7 |
| Inventory | 13.0 | 2.5 | 15.5 |
| Prepayments | 0.8 | 1.1 | 1.9 |
| Derivative instrument assets | 85.1 | — | 85.1 |
| Other | 1.3 | — | 1.3 |
| Current assets held for sale | 186.7 | 455.9 | 642.6 |
| Accounts payable | 70.7 | 2.6 | 73.3 |
| Wages and compensation accrued | 3.6 | 0.5 | 4.1 |
| Taxes accrued | 0.2 | 1.3 | 1.5 |
| Asset retirement obligations | — | 5.7 | 5.7 |
| Other | 28.8 | 10.5 | 39.3 |
| Current liabilities held for sale | $103.3 | $20.6 | $123.9 |
| (Dollars in millions) | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total |
|---|---|---|---|
| Non-utility property (net of $7.1 and $15.7 accumulated depreciation, respectively) | $1.0 | $441.5 | $442.5 |
| Other non-current assets | 2.0 | 1.4 | 3.4 |
| Non-current assets held for sale | 3.0 | 442.9 | 445.9 |
| Accounts receivable: | |||
| Accounts receivable, net | 93.3 | 12.0 | 105.3 |
| Inventory | 31.8 | 2.4 | 34.2 |
| Prepayments | 0.2 | 1.5 | 1.7 |
| Derivative instrument assets | 41.5 | — | 41.5 |
| Current assets held for sale | 166.8 | 15.9 | 182.7 |
| Accounts payable | 85.6 | 6.4 | 92.0 |
| Wages and compensation accrued | 4.0 | 0.9 | 4.9 |
| Deferred income taxes | 0.5 | 1.0 | 1.5 |
| Total Other | 16.7 | 9.1 | 25.8 |
| Current liabilities held for sale | 106.8 | 17.4 | 124.2 |
| Asset retirement obligations | — | 5.6 | 5.6 |
| Deferred Credits and Other Liabilities held for sale | 1.6 | 0.2 | 1.8 |
| Non-current liabilities held for sale | $1.6 | $5.8 | $7.4 |
| (Dollars in millions) | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total |
|---|---|---|---|
| Non-utility property (net of $6.8 and $9.7 accumulated depreciation, respectively) | $1.6 | $433.9 | $435.5 |
| Other non-current assets | 2.4 | 1.3 | 3.7 |
| Non-current assets held for sale | 4.0 | 435.2 | 439.2 |
| Accounts receivable, net | 131.3 | 6.9 | 138.2 |
| Inventory | 9.1 | 5.0 | 14.1 |
| Prepayments | 0.5 | 2.2 | 2.7 |
| Derivative instrument assets | 45.8 | 0.1 | 45.9 |
| Current assets held for sale | 186.7 | 14.2 | 200.9 |
| Accounts payable | 111.1 | 11.3 | 122.4 |
| Wages and compensation accrued | 3.4 | 0.7 | 4.1 |
| Deferred income taxes | 0.2 | 0.5 | 0.7 |
| Total Other | 38.0 | 14.1 | 52.1 |
| Current liabilities held for sale | 152.7 | 26.6 | 179.3 |
| Asset retirement obligations | — | 5.5 | 5.5 |
| Deferred Credits and Other Liabilities held for sale | 2.2 | 0.2 | 2.4 |
| Non-current liabilities held for sale | $2.2 | $5.7 | $7.9 |
The following table presents the results of the Spire Marketing and Spire Storage Disposal Groups, which are included in Income from Discontinued Operations, net of tax, in Spire's Condensed Consolidated Statements of Operations.
| Three Months Ended March 31, 2026 | Six Months EndedMarch 31, 2026 | |||||
|---|---|---|---|---|---|---|
| (Dollars in millions) | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total |
| Operating Revenues | $159.9 | $27.7 | $187.6 | $201.0 | $50.1 | $251.1 |
| Operating Expenses: | ||||||
| Natural gas | 83.4 | — | 83.4 | 122.3 | — | 122.3 |
| Operation and maintenance | 6.0 | 6.4 | 12.4 | 9.1 | 12.6 | 21.7 |
| Depreciation and amortization | 0.1 | 3.1 | 3.2 | 0.2 | 6.7 | 6.9 |
| Taxes, other than income taxes | 0.5 | 0.9 | 1.4 | 0.5 | 0.9 | 1.4 |
| Total Operating Expenses | 90.0 | 10.4 | 100.4 | 132.1 | 20.2 | 152.3 |
| Operating Income | 69.9 | 17.3 | 87.2 | 68.9 | 29.9 | 98.8 |
| Interest Expense, Net | — | 1.6 | 1.6 | — | 4.0 | 4.0 |
| Income Before Income Taxes | 69.9 | 15.7 | 85.6 | 68.9 | 25.9 | 94.8 |
| Income Tax Expense | 17.5 | 3.5 | 21.0 | 17.2 | 5.8 | 23.0 |
| Net Income from discontinued operations attributable to Spire Inc. | $52.4 | $12.2 | $64.6 | $51.7 | $20.1 | $71.8 |
| Three Months Ended March 31, 2025 · Six Months EndedMarch 31, 2025 | ||||||
| (Dollars in millions) | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total | Spire Marketing Disposal Group | Spire Storage Disposal Group | Total |
| Operating Revenues | $53.6 | $21.4 | $75.0 | $86.6 | $39.4 | $126.0 |
| Operating Expenses: | ||||||
| Natural gas | 32.3 | — | 32.3 | 56.9 | — | 56.9 |
| Operation and maintenance | 5.6 | 6.3 | 11.9 | 8.6 | 14.4 | 23.0 |
| Depreciation and amortization | 0.3 | 1.0 | 1.3 | 0.7 | 2.0 | 2.7 |
| Taxes, other than income taxes | 0.6 | 0.4 | 1.0 | 0.5 | 0.5 | 1.0 |
| Total Operating Expenses | 38.8 | 7.7 | 46.5 | 66.7 | 16.9 | 83.6 |
| Operating Income | 14.8 | 13.7 | 28.5 | 19.9 | 22.5 | 42.4 |
| Interest Expense, Net | — | 2.1 | 2.1 | - | 3.9 | 3.9 |
| Income Before Income Taxes | 14.8 | 11.6 | 26.4 | 19.9 | 18.6 | 38.5 |
| Income Tax Expense | 3.7 | 2.7 | 6.4 | 5.0 | 4.3 | 9.3 |
| Net Income from discontinued operations attributable to Spire Inc. | $11.1 | $8.9 | $20.0 | $14.9 | $14.3 | $29.2 |
Spire has elected not to separately disclose discontinued operations on Spire’s Condensed Consolidated Statements of Cash Flows. The following table summarizes Spire’s cash flows from discontinued operations related to the Spire Marketing and Spire Storage Disposal Groups:
| Six Months Ended March 31, 2026 | Six Months Ended March 31, 2025 | |||
|---|---|---|---|---|
| Cash Flow Summary | Spire Marketing Disposal Group | Spire Storage Disposal Group | Spire Marketing Disposal Group | Spire Storage Disposal Group |
| Net cash provided by operating activities | $51.2 | $38.4 | $30.8 | $23.4 |
| Net cash used in investing activities | (51.3) | (20.1) | (30.8) | (78.3) |
Asset Held for Sale (Continuing Operations)
Sale of Spire Mississippi
On April 21, 2026, the Company entered into an agreement to sell Spire Mississippi, a wholly-owned subsidiary of Spire, to Delta Mississippi Gas Company, LLC (“Delta Utilities”). The transaction provides for a cash purchase price of $75.0, subject to customary purchase price adjustments, and is expected to close during the first fiscal quarter of 2027, subject to regulatory approval by the Mississippi Public Service Commission and other customary closing conditions. This planned sale does not represent a strategic shift that will have a major effect on the Company's operations or financial results, accordingly, will only be presented as held for sale for balance sheet reporting purposes. If the agreement is terminated upon certain qualifying terminations and subject to certain conditions set forth in the agreement, the purchaser will be required to pay a reverse termination fee of $7.5.
Spire Mississippi is classified as held for sale, and its results of operations continue to be reported within continuing operations as part of the Gas Utility segment. Upon classification as held for sale, the Company allocated $18.1 million of goodwill to the Spire Mississippi disposal group. The Company measured the disposal group at the lower of its carrying amount or fair value less costs to sell and, as a result, recorded a goodwill impairment of $3.9 million during the quarter ended March 31, 2026, which is reflected in the condensed consolidated statements of income.
The following table summarizes the carrying values of the major classes of assets and liabilities of the Spire Mississippi disposal group classified as held for sale in Spire's Condensed Consolidated Statements of Operations:
| (Dollars in millions) | Spire Mississippi Disposal Group |
|---|---|
| ASSETS | |
| Utility Plant | $94.9 |
| Less – Accumulated depreciation and amortization | (32.5) |
| Net Utility Plant | 62.4 |
| Accounts receivable (net of $0.1 allowance) | 4.6 |
| Materials and supplies | 0.7 |
| Regulatory Assets | 0.8 |
| Goodwill (net of $3.9 impairment) | 14.2 |
| Current assets held for sale | 82.7 |
| Accounts payable | 1.4 |
| Regulatory liabilities - Current | 0.1 |
| Asset retirement obligations | 3.2 |
| Regulatory liabilities | 1.4 |
| Other | 4.7 |
| Current liabilities held for sale | $10.8 |
Sale of Non-Core Equity Interest
During the second quarter of fiscal 2026, the Company completed the sale of a non-core equity interest that was outside its reportable segments and recorded in Other. The investment had previously been accounted for under the equity method and was carried at an immaterial value. The Company received approximately $30.0 in cash proceeds and recognized a pre-tax gain of approximately $28.9, which is included in “Gain on Sale of Subsidiary” in the Condensed Consolidated Statements of Income.
- REVENUE
The following tables show revenue disaggregated by source and customer type.
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire | ||||
| Gas Utility: | ||||
| Residential | $690.7 | $679.4 | $1,165.6 | $1,090.9 |
| Commercial and industrial | 227.4 | 224.9 | 375.8 | 358.6 |
| Transportation | 40.2 | 37.4 | 77.3 | 72.0 |
| Off-system and other incentive | 30.7 | 22.7 | 50.4 | 34.2 |
| Other customer revenue | 3.7 | 12.9 | 8.3 | 13.7 |
| Total revenue from contracts with customers | 992.7 | 977.3 | 1,677.4 | 1,569.4 |
| Changes in accrued revenue under alternative revenue programs | 22.2 | (7.1) | 30.8 | 14.3 |
| Total Gas Utility operating revenues | 1,014.9 | 970.2 | 1,708.2 | 1,583.7 |
| Other | 19.8 | 20.6 | 40.0 | 39.4 |
| Total before eliminations | 1,034.7 | 990.8 | 1,748.2 | 1,623.1 |
| Eliminations | (14.7) | (14.4) | (29.5) | (28.7) |
| Total Operating Revenues | $1,020.0 | $976.4 | $1,718.7 | $1,594.4 |
| Spire Missouri | ||||
|---|---|---|---|---|
| Residential | $516.7 | $490.0 | $889.3 | $811.8 |
| Commercial and industrial | 152.9 | 147.7 | 256.2 | 241.5 |
| Transportation | 12.9 | 10.8 | 24.1 | 20.2 |
| Off-system and other incentive | 26.9 | 19.5 | 44.2 | 29.4 |
| Other customer revenue | 4.9 | 4.9 | 7.5 | 7.7 |
| Total revenue from contracts with customers | 714.3 | 672.9 | 1,221.3 | 1,110.6 |
| Changes in accrued revenue under alternative revenue programs | 24.0 | (1.3) | 33.4 | 18.5 |
| Total Operating Revenues | $738.3 | $671.6 | $1,254.7 | $1,129.1 |
| Spire Alabama | ||||
|---|---|---|---|---|
| Residential | $146.7 | $159.5 | $230.4 | $231.9 |
| Commercial and industrial | 60.0 | 62.5 | 92.9 | 91.4 |
| Transportation | 24.6 | 23.8 | 47.7 | 46.3 |
| Off-system and other incentive | 3.8 | 3.2 | 6.2 | 4.8 |
| Other customer revenue | (2.4) | 7.0 | (1.7) | 3.8 |
| Total revenue from contracts with customers | 232.7 | 256.0 | 375.5 | 378.2 |
| Changes in accrued revenue under alternative revenue programs | (2.1) | (3.6) | (3.2) | (5.4) |
| Total Operating Revenues | $230.6 | $252.4 | $372.3 | $372.8 |
Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Company, Spire Missouri, and Spire Alabama and billed to its customers. The expense amounts (shown in the table below) are reported gross in the “Taxes, other than income taxes” line in the statements of income, and corresponding revenues are reported in “Operating Revenues.”
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire | $56.5 | $55.2 | $86.4 | $82.0 |
| Spire Missouri | 42.1 | 39.9 | 63.8 | 59.4 |
| Spire Alabama | 12.5 | 13.4 | 19.3 | 19.1 |
- EARN INGS PER COMMON SHARE
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Basic Earnings Per Common Share: | ||||
| Net Income From Continuing Operations | $217.6 | $189.3 | $305.4 | $261.4 |
| Net Income From Discontinued Operations, net of tax | 64.6 | 20.0 | 71.8 | 29.2 |
| Net Income | $282.2 | $209.3 | $377.2 | $290.6 |
| Less: Provision for preferred dividends | 1.5 | 3.7 | 5.2 | 7.4 |
| Income allocated to participating securities | 0.4 | 0.3 | 0.5 | 0.4 |
| Preferred share redemption cost | 8.0 | — | 8.0 | — |
| Income Available to Common Shareholders | $272.3 | $205.3 | $363.5 | $282.8 |
| Weighted Average Common Shares Outstanding (in millions) | 59.0 | 58.3 | 59.0 | 58.0 |
| Basic Earnings Per Common Share - Continuing Operations Available to Common Shareholders | $3.52 | $3.18 | $4.95 | $4.37 |
| Basic Earnings Per Common Share - Discontinued Operations | $1.09 | $0.34 | $1.21 | $0.51 |
| Basic Earnings Per Common Share Available to Common Shareholders | $4.61 | $3.52 | $6.16 | $4.88 |
| Diluted Earnings Per Common Share: | ||||
| Net Income From Continuing Operations | $217.6 | $189.3 | $305.4 | $261.4 |
| Net Income From Discontinued Operations, net of tax | 64.6 | 20.0 | 71.8 | 29.2 |
| Net Income | $282.2 | $209.3 | $377.2 | $290.6 |
| Less: Provision for preferred dividends | 1.5 | 3.7 | 5.2 | 7.4 |
| Income allocated to participating securities | 0.4 | 0.3 | 0.5 | 0.4 |
| Preferred share redemption cost | 8.0 | — | 8.0 | — |
| Income Available to Common Shareholders | $272.3 | $205.3 | $363.5 | $282.8 |
| Weighted Average Common Shares Outstanding (in millions) | 59.0 | 58.3 | 59.0 | 58.0 |
| Dilutive Effect of forward sales of common stock, restricted stock and restricted stock units (in millions)* | 0.2 | 0.2 | 0.2 | 0.2 |
| Weighted Average Diluted Common Shares (in millions) | 59.2 | 58.5 | 59.2 | 58.2 |
| Diluted Earnings Per Common Share -Continuing Operations Available to Common Shareholders | $3.51 | $3.17 | $4.93 | $4.36 |
| Diluted Earnings Per Common Share -Discontinued Operations | $1.09 | $0.34 | $1.21 | $0.50 |
| Diluted Earnings Per Common Share Available to Common Shareholders | $4.60 | $3.51 | $6.14 | $4.86 |
| * Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) forward sales of common stock, (2) stock units subject to performance or market conditions and (3) restricted stock, which could have a dilutive effect in the future | 0.1 | 0.1 | 0.1 | 0.1 |
|---|
- SHAREH OLDERS’ EQUITY
ATM Program
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 Condensed Consolidated Statements of Shareholders’ Equity. On January 25, 2024, Spire’s board approved a new authorization for the sale of additional shares with an aggregate offering price of up to $200.0 through January 2027.
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 ofnet 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 March 31, 2026, there were no outstanding forward sales agreements.
As of March 31, 2026, under the ATM Program, Spire may sell additional shares with an aggregate offering price of up to $123.6.
Preferred Stock
In February 2026, the Company redeemed all outstanding shares of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (aggregate $250.0 million liquidation preference) (the “Series A Preferred Stock”), upon which the corresponding 10,000,000 outstanding depositary shares representing the Series A Preferred Stock were also redeemed. Following the redemption, dividends ceased to be accrued on the Series A Preferred Stock, shares of the Series A Preferred Stock were no longer deemed outstanding and all rights of the holders of such shares of the Series A Preferred Stock terminated. In conjunction with the redemption, Spire recorded $8.0 in preferred stock redemption costs, calculated as the difference of between the carrying value on the redemption date of the Series A Preferred Stock and the total amount of consideration paid to redeem. The preferred stock redemption costs were recorded as a reduction to Retained Earnings on Spire’s Condensed Consolidated Balance Sheets during the three months ended March 31, 2026.
- REGULATORY MATTERS
As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of March 31, 2026, September 30, 2025, and March 31, 2025.
| March 31, | September 30, | March 31, | |
|---|---|---|---|
| Spire | 2026 | 2025 | 2025 |
| Regulatory Assets: | |||
| Current: | |||
| Pension and postretirement benefit costs | $3.4 | $— | $— |
| Unamortized purchased gas adjustments | 11.8 | 16.5 | 0.3 |
| Other | 63.5 | 61.8 | 42.0 |
| Total Current Regulatory Assets | 78.7 | 78.3 | 42.3 |
| Noncurrent: | |||
| Pension and postretirement benefit costs | 211.2 | 217.8 | 241.3 |
| Cost of removal | 708.1 | 688.3 | 679.9 |
| Future income taxes due from customers | 155.1 | 154.2 | 153.7 |
| Energy efficiency | 66.9 | 65.0 | 63.6 |
| Unamortized purchased gas adjustments | — | 9.0 | — |
| Other | 252.8 | 189.2 | 148.7 |
| Total Noncurrent Regulatory Assets | 1,394.1 | 1,323.5 | 1,287.2 |
| Total Regulatory Assets | $1,472.8 | $1,401.8 | $1,329.5 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $4.6 | $34.9 | $46.3 |
| Other | 8.0 | 4.5 | 5.3 |
| Total Current Regulatory Liabilities | 12.6 | 39.4 | 51.6 |
| Noncurrent: | |||
| Deferred taxes due to customers | 131.5 | 100.3 | 107.1 |
| Pension and postretirement benefit costs | 305.4 | 300.1 | 256.1 |
| Accrued cost of removal | 275.8 | 138.2 | 138.5 |
| Unamortized purchased gas adjustments | 61.6 | 6.5 | 100.2 |
| Other | 31.7 | 32.9 | 35.1 |
| Total Noncurrent Regulatory Liabilities | 806.0 | 578.0 | 637.0 |
| Total Regulatory Liabilities | $818.6 | $617.4 | $688.6 |
| March 31, | September 30, | March 31, | |
|---|---|---|---|
| Spire Missouri | 2026 | 2025 | 2025 |
| Regulatory Assets: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $3.0 | $14.9 | $— |
| Other | 9.6 | 34.0 | 15.5 |
| Total Current Regulatory Assets | 12.6 | 48.9 | 15.5 |
| Noncurrent: | |||
| Future income taxes due from customers | 147.6 | 146.6 | 145.9 |
| Pension and postretirement benefit costs | 150.2 | 157.0 | 175.0 |
| Energy efficiency | 66.9 | 65.0 | 63.6 |
| Unamortized purchased gas adjustments | — | 9.0 | — |
| Cost of removal | 101.3 | 98.8 | 93.5 |
| Other | 205.4 | 176.8 | 135.8 |
| Total Noncurrent Regulatory Assets | 671.4 | 653.2 | 613.8 |
| Total Regulatory Assets | $684.0 | $702.1 | $629.3 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $4.6 | $13.9 | $12.0 |
| Total Current Regulatory Liabilities | 4.6 | 13.9 | 12.0 |
| Noncurrent: | |||
| Deferred taxes due to customers | 82.3 | 88.8 | 95.3 |
| Pension and postretirement benefit costs | 267.4 | 261.2 | 221.6 |
| Accrued cost of removal | 98.5 | 96.0 | 97.8 |
| Unamortized purchased gas adjustments | 61.6 | 6.5 | 100.2 |
| Other | 27.5 | 28.8 | 31.2 |
| Total Noncurrent Regulatory Liabilities | 537.3 | 481.3 | 546.1 |
| Total Regulatory Liabilities | $541.9 | $495.2 | $558.1 |
| March 31, | September 30, | March 31, | |
|---|---|---|---|
| Spire Alabama | 2026 | 2025 | 2025 |
| Regulatory Assets: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $6.1 | $— | $— |
| Other | 12.2 | 16.1 | 13.8 |
| Total Current Regulatory Assets | 18.3 | 16.1 | 13.8 |
| Noncurrent: | |||
| Future income taxes due from customers | 1.4 | 1.6 | 1.7 |
| Pension and postretirement benefit costs | 57.1 | 59.1 | 63.9 |
| Cost of removal | 602.9 | 589.6 | 586.4 |
| Other | 0.5 | 0.3 | 0.5 |
| Total Noncurrent Regulatory Assets | 661.9 | 650.6 | 652.5 |
| Total Regulatory Assets | $680.2 | $666.7 | $666.3 |
| Regulatory Liabilities: | |||
| Current: | |||
| Unamortized purchased gas adjustments | $— | $20.2 | $33.4 |
| Other | 2.2 | 0.1 | 0.5 |
| Total Current Regulatory Liabilities | 2.2 | 20.3 | 33.9 |
| Noncurrent: | |||
| Pension and postretirement benefit costs | 25.7 | 26.5 | 23.6 |
| Other | 2.7 | 2.7 | 2.8 |
| Total Noncurrent Regulatory Liabilities | 28.4 | 29.2 | 26.4 |
| Total Regulatory Liabilities | $30.6 | $49.5 | $60.3 |
A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:
| March 31, | September 30, | March 31, | |
|---|---|---|---|
| 2026 | 2025 | 2025 | |
| Spire | |||
| Pension and postretirement benefit costs | $118.9 | $119.1 | $129.9 |
| Future income taxes due from customers | 153.7 | 152.7 | 152.0 |
| Unamortized purchased gas adjustments | 3.0 | 23.9 | — |
| Other | 185.3 | 177.0 | 113.8 |
| Total Regulatory Assets Not Earning a Return | $460.9 | $472.7 | $395.7 |
| Spire Missouri | |||
| Pension and postretirement benefit costs | $118.9 | $119.1 | $129.9 |
| Future income taxes due from customers | 147.6 | 146.6 | 145.9 |
| Unamortized purchased gas adjustments | 3.0 | 23.9 | — |
| Other | 185.3 | 177.0 | 113.8 |
| Total Regulatory Assets Not Earning a Return | $454.8 | $466.6 | $389.6 |
All of Spire Tennessee’s regulatory assets currently earn a return.
Like all the Company’s regulatory assets, these regulatory assets as of March 31, 2026 are probable of recovery from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be 20 years or longer, based on current Internal Revenue Service guidelines and average remaining service life of active participants, respectively. The recovery period for the PGA assets is aboutone year. The other items not earning a return are expected to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC, except for certain debt costs expected to be recovered over the related debt term (currently up to 2051). Spire Alabama does not have any regulatory assets that are not earning a return.
On November 12, 2025, Spire Missouri filed a PGA adjustment increase for both Missouri service territories, with rates effective November 26, 2025 reflecting changes in natural gas commodity prices.
In fiscal 2025, Spire Missouri filed a general rate case (Case No. GR-2025-0107) requesting a base rate increase. On September 3, 2025, the MoPSC approved a stipulation and agreement in Spire Missouri’s general rate case. The approved agreement provides for a base rate increase of $210.0, which became effective on October 24, 2025. The approved base rate incorporates the $72.6 already being collected from customers through Infrastructure System Replacement Surcharge (“ISRS”) for eligible capital projects through February 2025, resulting in a net base rate increase of $137.4. The terms of the agreement do not impact any amounts previously recorded. The approved rates are based on a total rate base plant in service of $4,379.6, reflecting significant infrastructure investments since Spire’s last general rate filing, and include a 7.05% post-tax total rate of return for future ISRS purposes.
The ISRS allows Spire Missouri to earn a return on its investments to replace qualifying components of its infrastructure through an expedited recovery mechanism outside of a formal rate case. All ISRS charges were reset to zero on October 24, 2025 when new base rates took effect under the general rate case described above. On November 21, 2025, Spire Missouri filed an ISRS case for eligible capital projects from June 2025 through December 2025 (including estimates for November and December). The initial filing requested a total incremental revenue increase of $30.3 annually. MoPSC Staff issued its recommendation on February 19, 2026, recommending a total incremental revenue increase of $16.5. The Company supported Staff’s recommendation, and the Commission approved the ISRS with an effective date of March 21, 2026.
On March 6, 2026, Spire Missouri filed an application with the MoPSC (Case No. GU‑2026‑0225) requesting an Accounting Authority Order (“AAO”) related to a significant decline in customer natural gas usage during the 2025–2026 heating season. This usage decline resulted in substantial under‑recovery of the Company’s authorized revenue requirement due to reduced volumetric revenues from residential and small general service customers. The application requests authorization to recover the difference between actual billed volumetric revenues and revenues based on billing determinants approved in Spire Missouri’s most recent general rate case (Case No. GR‑2025‑0107) for the period from November 1, 2025 through March 31, 2026. As of March 31, 2026, Spire Missouri experienced cumulative under‑recovered billed revenues of approximately$11.9 between the residential and small general service class customers. This amount only reflects billed revenues compared to rate case revenues and differs from the full year impact on a financial reporting basis. Spire Missouri also requested recovery of any approved deferred amounts through its annual Weather Normalization Adjustment Rider filing expected in summer 2026 or, alternatively, through a future rate case. The AAO is subject to approval by the MoPSC, and the application remains pending. As a result, no recovery has been assumed as of March 31, 2026.
The APSC has approved a Rate Stabilization and Equalization (“RSE”) mechanism. The Company continues to operate under the RSE framework beyond September 30, 2025, pending further Commission action. Under RSE, the APSC conducts reviews in March, June and September to determine whether Spire Alabama’s return on average common equity (RCE) at the end of the rate year is projected to be within the allowed range of return. Rates will be adjusted if the RCE is outside of the allowed range. Reductions in rates can be made in June, September, and December to bring the projected RCE within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4% of prior-year revenues.
On October 24, 2025, Spire Alabama made its annual RSE rate filing (based on its budget for fiscal 2026), with final rates approved on November 24, 2025, resulting in an annual revenue increase of $12.9, effective December 1, 2025. The March point of test filing reflects a return on average common equity of 9.94% which falls above the approved range. As a result, a $2.9 M rate reduction will be effective June 1, 2026, in line with RSE guidelines.
Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider, which permits the pass-through to customers of changes in the cost of gas supply. In fiscal year 2025, the only GSA rate decrease occurred on October 1, 2024, and no adjustments have been implemented for fiscal year 2026. These adjustments primarily reflect changes in natural gas commodity prices.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is affected by the following regulatory matters.
Spire Gulf has similar rate regulation to Spire Alabama. On October 23, 2025, Spire Gulf made its annual RSE filing (based on its budget for fiscal 2026) reflecting an increase in annual revenue of $2.9, effective December 1, 2025. This filing was approved by the APSC with minimal changes.
The MSPSC approved stipulation agreements between the Mississippi Public Utility Staff (MPUS) and Spire Mississippi that provided for increased annual revenues of $0.6 and $0.6 through rates effective on January 1, 2025 and 2026, respectively.
On March 16, 2026, in Docket No. 25‑00074, the Tennessee Public Utility Commission (“TPUC”) voted to approve a motion authorizing the transfer of control related to the application filed by Piedmont Natural Gas and Spire Tennessee to provide utility services in docket 25-00074. This approval allowed Spire Tennessee to adopt the presently approved tariffs, rates, and terms of condition of service of Piedmont. However, there were some limitations placed on the transfer of the Annual Review Mechanism (“ARM”).
Spire Tennessee’s primary cost recovery mechanisms are the ARM and the Purchased Gas Adjustment (“PGA”). Under the ARM, rates are adjusted annually to reflect changes in jurisdictional operating revenues, cost of service, and rate base. Jurisdictional revenues and expenses exclude gains or losses related to gas supply hedging activities, off‑system sales, and other gas supply and capacity secondary marketing activities, as determined by the TPUC. As contemplated in the TPUC’s approval motion, Piedmont Natural Gas Company’s ARM was allowed to transfer to Spire Tennessee with the following limitations. Spire Tennessee is only authorized to make ARM filings for the calendar years of 2025, 2026, and 2027, which shall be filed in 2026, 2027, and 2028, respectively. Any subsequent base rate increases must be heard in a general rate case proceeding. If any individual ARM filing calculates an earnings deficiency for the prior calendar year (the Historical Base Period, or “HBP”), Spire is not authorized to collect or defer any of the deficiency or any related carrying charges. Additionally, the average annual base rate increase (“ABRR”) is not allowed to exceed 4% for any individual ARM filing. Spire Tennessee’s first ARM filing will occur in May 2026.
- FINANCING
Short-term
Spire, Spire Missouri, and Spire Alabama are parties to a syndicated revolving credit facility with a syndicate of 12 banks that provides for aggregate commitments of $1,500.0, including sublimits of $525.0 for Spire, $700.0 for Spire Missouri and $275.0 for Spire Alabama, which sublimits may be reallocated from time to time within the aggregate commitment, subject to the terms of the loan agreement. On December 18, 2025, the borrowers entered into a First Amendment to Second Amended and Restated Loan Agreement, which, among other things, added Spire Tennessee as a borrower, with the amount of revolving credit availability to be allocated to Spire Tennessee to be determined upon the closing of the pending acquisition and extended the final maturity date of the revolving credit facility to October 11, 2030. The sublimit applicable to Spire Tennessee has not yet been determined as of March 31, 2026 and is expected to be established in connection with future financing arrangements. The Spire holding company may use its revolving credit availability to fund the liquidity needs of its subsidiaries. The loan agreement contains a financial covenant limiting each borrower’s consolidated total debt, including short‑term debt, to no more than 70% of total capitalization. As of March 31, 2026, total debt for each borrower was in compliance with this covenant. There wereno borrowings outstanding under the revolving credit facility as of March 31, 2026.
Spire has a commercial paper program (“CP Program”) pursuant to which it may issue short-term, unsecured commercial paper notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the notes outstanding under the CP Program at any time not to exceed $1,500.0. The notes may have maturities of up to 365 days from date of issue.
Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of March 31, 2026, $572.4 of Spire’s CP Program borrowings was used to support lending to the Utilities.
| Spire(Parent Only) · SpireMissouri · SpireAlabama · Spire | |||||
|---|---|---|---|---|---|
| CP | DDTL | Spire | Spire | Consol- | |
| Program | Agreement | Note | Note | idated | |
| Highest borrowings outstanding | $1,399.2 | $800.0 | $594.7 | $174.6 | $1,955.0 |
| Lowest borrowings outstanding | — | — | 299.9 | 69.5 | — |
| Weighted average borrowings | 677.7 | 4.4 | 441.8 | 136.4 | 682.1 |
| Weighted average interest rate | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% |
| Borrowings outstanding | $1,155.0 | $800.0 | $381.1 | $149.8 | $1,955.0 |
| Weighted average interest rate | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% |
| Borrowings outstanding | $1,317.0 | $— | $566.3 | $130.1 | $1,317.0 |
| Weighted average interest rate | 4.4% | n/a | 4.4% | 4.4% | 4.4% |
| Borrowings outstanding | $1,015.0 | $— | $461.3 | $41.8 | $1,015.0 |
| Weighted average interest rate | 4.3% | n/a | 4.7% | 4.7% | 4.3% |
For short-term borrowings for the Piedmont Tennessee Transaction DDTL Agreement, refer to the respective selection below.
Long-term
The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of March 31, 2026, there were no events of default under these financial covenants.
Interest expense shown on the statements of income is net of the capitalized interest amounts shown in the following table.
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire | $3.4 | $6.3 | $6.7 | $12.6 |
| Spire Missouri | 1.4 | 1.2 | 2.8 | 2.4 |
| Spire Alabama | 2.0 | 1.0 | 3.7 | 1.8 |
Spire
Acquisition of Tennessee Piedmont Natural Gas Business Financing
Delayed Draw Term Loan Agreement. The Company entered into a committed senior unsecured facility on August 22, 2025. 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. During the fiscal second quarter of 2026, the $725.0 committed capacity was reduced tozero in connection with the closing of additional financing and completion of the Acquisition. On March 26, 2026, the Company entered into a Delayed Draw Term Loan Agreement (the “DDTL Agreement”) that provides for senior unsecured delayed draw term loan commitments in an aggregate principal amount of $800.0, consisting of (i) a $600.0 Tranche A facility and (ii) a $200.0 Tranche B facility. Loans under the Credit Agreement mature 364 days after the funding date or March 30, 2027.
Borrowings under the Tranche A facility are intended to be used, together with cash on hand and/or capital markets proceeds, to finance the Company’s previously announced Piedmont Tennessee Transaction and to pay related fees and expenses. Borrowings under the Tranche B facility may be used for general corporate purposes. Amounts repaid may not be reborrowed.
Borrowings under the Credit Agreement bear interest, at the Company’s election, at either a base rate or an adjusted term SOFR rate plus 0.85%. The Credit Agreement also provides for a ticking fee of 0.225% per annum on the unused portion of the commitments, accruing beginning 90 days after the effective date and continuing until the earlier of the funding date or termination of the commitments. The Company has elected for all tranches to bear interest initially at a rate per annum equal to Adjusted Term SOFR, with an interest period of one month, plus 0.85%.
The Credit Agreement contains customary representations, warranties, and covenants, including a requirement that the Company is required to maintain a maximum consolidated capitalization ratio of 70%, as well as customary events of default. The obligations under the Credit Agreement are senior unsecured obligations of the Company.
As of March 31, 2026, the credit agreement had been fully drawn.
Junior Subordinated Notes. On November 24, 2025, Spire Inc. issued $900.0 of junior subordinated notes (“JSNs”), consisting of $450.0 of 2025 Series A JSNs and $450.0 of 2025 Series B JSNs that both mature in 2056. Interest is payable semiannually on June 1 and December 1, beginning June 1, 2026.
The 2025 Series A JSNs will bear interest at 6.250% until June 1, 2031. The interest rate will reset every five years beginning on June 1, 2031, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.556%, provided that the interest rate will not reset below 6.250%. The 2025 Series B JSNs will bear interest at 6.450% until June 1, 2036. The interest rate will reset every five years beginning on June 1, 2036, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.327%, provided that the interest rate will not reset below 6.450%.
Spire may defer interest payments on the 2025 Series A JSNs and/or 2025 Series B JSNs on one or more occasions for up to 10 consecutive years. If interest payments on the 2025 Series A JSNs or the 2025 Series B JSNs are deferred, Spire may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of its capital stock during the deferral period. Also, during the deferral period, Spire may not make any payments on or redeem or repurchase any debt securities or make any payments under any guarantee of debt that, in each case, is equal or junior in right of payment to the 2025 Series A JSNs and the 2025 Series B JSNs.
At the Company’s option, the JSNs may be redeemed at 100% of principal plus accrued interest(i) at any time during the 90‑day period prior to the first reset date and (ii) on any interest payment date after the first reset date; they may also be redeemed at par within 120 days following a Tax Event or at 102% within 120 days following a Rating Agency Event, in each case plus accrued interest to (but excluding) the redemption date. The notes are junior subordinated obligations and rank below the Company’s senior debt. Net proceeds, together with other funds, are expected to be used to finance the acquisition of the Piedmont Tennessee Transaction.
Senior Notes. On December 17, 2025, Spire Tennessee Inc., a wholly-owned subsidiary of Spire Inc., entered into a Master Note Purchase Agreement with institutional investors providing for the issuance of $825.0 of Series 2026 Senior Notes (the “Senior Notes”) in a private placement exempt from registration under the Securities Act of 1933. In connection with the closing of the Piedmont Tennessee Transaction on March 31, 2026, Spire Tennessee issued the Senior Notes in multiple tranches with maturities ranging from April 1, 2029 to April 1, 2038 and fixed interest rates ranging from 4.59% to 5.44%, subject to incremental adjustments based on the issuance date. The Senior Notes are senior unsecured obligations of Spire Tennessee and rank equally with its other senior unsecured indebtedness.
Proceeds from the issuance were used to fund the acquisition of the Piedmont Tennessee Transaction. The Master Note Purchase Agreement includes customary financial and operational covenants, including limitations on liens, mergers and affiliate transactions, and requires Spire Tennessee to maintain a Consolidated Capitalization Ratio not exceeding 70%. The Senior Notes may be prepaid at the option of Spire Tennessee, subject to a make‑whole premium, and are subject to mandatory prepayment upon a change of control at 100% of principal plus accrued and unpaid interest.
For additional information regarding the pending acquisition of Piedmont Tennessee Transaction, see Note 2, Acquisitions.
Other Financing
2031 Senior Notes. On February 9, 2026, Spire Inc. issued $400.0 aggregate principal amount of 4.6% Senior Notes due 2031 (“2031 Senior Notes”). Interest on the 2031 Senior Notes is payable semiannually on March 1 and September 1, beginning September 1, 2026. The notes bear interest at a fixed rate of 4.6% per year until maturity on September 1, 2031.
Prior to August 1, 2031, the Company may redeem the 2031 Senior Notes, in whole or in part, at a redemption price equal to the greater of (i) the present value of the remaining scheduled principal and interest payments (discounted at the applicable Treasury Rate plus 15 basis points) minus accrued interest, or (ii)100%of principal, plus accrued and unpaid interestto, but excluding, the redemption date. On or after August 1, 2031, the notes may be redeemed at 100% of principal plus accrued interest. The notes are not subject to a sinking fund.
The 2031 Senior Notes are senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness of the Company. Proceeds from the issuance were used to repay $350.0 of the Company’s 5.300% Senior Notes due March 1, 2026, with any remaining amounts available to fund the pending acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or for general corporate purposes.
Preferred Stock Redemption Financing
On January 12, 2026, the Company issued $200.0 of 6.375% Junior Subordinated Notes due 2086 (the “Notes”). The Notes bear interest at 6.375%, payable quarterly beginning June 1, 2026, and mature on March 1, 2086.
The Company may redeem the Notes (i) at 100% of principal plus accrued interest on or after March 1, 2031, (ii) at 100% of principal plus accrued interest prior to March 1, 2031 upon the occurrence of a Tax Event, or (iii) at 102% of principal plus accrued interest prior to March 1, 2031 upon the occurrence of a Rating Agency Event.
At the Company’s option, interest may be deferred for up to 40 consecutive quarterly periods, with deferred interest compounding quarterly at the stated rate.
The Junior Subordinated Notes are unsecured junior subordinated obligations, ranking junior to all Priority Indebtedness and structurally subordinate to subsidiary obligations, and rank equally with the Company’s existing junior subordinated notes. Proceeds were used, together with other funds, to redeem all outstanding shares of the Company’s 5.90% Series A Preferred Stock. For additional information regarding the issued Notes, see Note 6 – Shareholders’ Equity.
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.
- FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, notes receivable, and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 10, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.
The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2026, September 30, 2025, and March 31, 2025.
| Classification of EstimatedFair Value | ||||
|---|---|---|---|---|
| CarryingAmount | FairValue | QuotedPrices inActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | |
| Spire | ||||
| Cash and cash equivalents | $49.5 | $49.5 | $49.5 | $— |
| Notes payable | 1,955.0 | 1,955.0 | — | 1,955.0 |
| Long-term debt, including current portion | 6,000.1 | 5,849.3 | — | 5,849.3 |
| Cash and cash equivalents | $5.7 | $5.7 | $5.7 | $— |
| Notes payable | 1,317.0 | 1,317.0 | — | 1,317.0 |
| Long-term debt, including current portion | 3,856.9 | 3,691.5 | — | 3,691.5 |
| Cash and cash equivalents | $15.2 | $15.2 | $15.2 | $— |
| Notes payable | 1,015.0 | 1,015.0 | — | 1,015.0 |
| Long-term debt, including current portion | 3,741.0 | 3,481.2 | — | 3,481.2 |
| Spire Missouri | ||||
| Notes payable – associated companies | $381.1 | $381.1 | $381.1 | $— |
| Long-term debt | 2,153.1 | 2,041.0 | — | 2,041.0 |
| Notes payable – associated companies | $566.3 | $566.3 | $— | $566.3 |
| Long-term debt | 1,953.6 | 1,874.0 | — | 1,874.0 |
| Notes payable – associated companies | 461.3 | 461.3 | — | 461.3 |
| Long-term debt | 1,803.8 | 1,671.5 | — | 1,671.5 |
| Spire Alabama | ||||
| Cash and cash equivalents | $2.0 | $2.0 | $2.0 | $— |
| Notes payable – associated companies | 149.8 | 149.8 | — | 149.8 |
| Long-term debt | 711.9 | 658.7 | — | 658.7 |
| Cash and cash equivalents | $1.9 | $1.9 | $1.9 | $— |
| Notes payable – associated companies | 130.1 | 130.1 | — | 130.1 |
| Long-term debt | 711.7 | 675.9 | — | 675.9 |
| Cash and cash equivalents | $3.3 | $3.3 | $3.3 | $— |
| Notes payable – associated companies | 41.8 | 41.8 | — | 41.8 |
| Long-term debt, including current portion | 746.5 | 687.8 | — | 687.8 |
- FAIR VALUE MEASUREMENTS
The information presented in the following tables categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.
The mutual funds and bonds included in Level 1 are valued based on exchange-quoted market prices of individual securities.
Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (“NYMEX”) or the Intercontinental Exchange (“ICE”), and also certain natural gas commodity contracts. Derivative instruments classified in Level 2 include derivatives that are valued using broker or dealer quotation services or published benchmarks whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments or in active markets. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. There were no Level 3 balances as of March 31, 2026, September 30, 2025, or March 31, 2025. The Company’s policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.
The mutual funds and bonds are included in “Other Investments” on the Company’s balance sheets. The mutual funds are included in “Other Property and Investments” on Spire Missouri’s balance sheets. Changes in their recurring valuations are recorded as unrealized gains or losses in the corresponding income statement. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Spire Missouri, or Spire Alabama and the counterparty to a derivative contract. Derivative instruments are included in the balance sheets in “Other” current or noncurrent assets or liabilities as applicable.
Spire
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $26.4 | $— | $— | $26.4 |
| NYMEX/ICE natural gas contracts | 2.8 | — | (2.8) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 5.0 | — | (5.0) | — |
| Natural gas commodity contracts | — | 90.2 | (4.7) | 85.5 |
| Other: | ||||
| U.S. stock/bond mutual funds | 18.5 | — | — | 18.5 |
| U.S. bonds | 27.1 | — | — | 27.1 |
| Global bonds | 1.0 | — | — | 1.0 |
| Interest rate swaps | — | 13.5 | — | 13.5 |
| Total | $80.8 | $103.7 | $(12.5) | $172.0 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $13.4 | $— | $(2.8) | $10.6 |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 14.2 | — | (14.2) | — |
| Natural gas commodity contracts | — | 33.4 | (4.7) | 28.7 |
| Total | $27.6 | $33.4 | $(21.7) | $39.3 |
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $27.5 | $— | $— | $27.5 |
| NYMEX/ICE natural gas contracts | 2.9 | — | (2.9) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 11.4 | — | (11.4) | — |
| Natural gas commodity contracts | — | 44.8 | (2.7) | 42.1 |
| Other: | ||||
| U.S. stock/bond mutual funds | 27.0 | — | — | 27.0 |
| U.S. bonds | 23.5 | — | — | 23.5 |
| Global bonds | 1.5 | — | — | 1.5 |
| Interest rate swaps | — | 10.0 | — | 10.0 |
| Total | $93.8 | $54.8 | $(17.0) | $131.6 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $25.9 | $— | $(1.3) | $24.6 |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 19.0 | — | (19.0) | — |
| Natural gas commodity contracts | — | 16.7 | (2.7) | 14.0 |
| Total | $44.9 | $16.7 | $(23.0) | $38.6 |
| ASSETS | ||||
| Gas Utility: | ||||
| U.S. stock/bond mutual funds | $24.6 | $— | $— | $24.6 |
| Gasoline and heating oil contracts | 17.5 | — | (17.5) | — |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 16.6 | — | (16.6) | — |
| Natural gas commodity contracts | — | 48.5 | (3.6) | 44.9 |
| Other: | ||||
| U.S. stock/bond mutual funds | 22.0 | — | — | 22.0 |
| U.S. bonds | 15.6 | — | — | 15.6 |
| Global bonds | 4.5 | — | — | 4.5 |
| Interest rate swaps | — | 10.7 | — | 10.7 |
| Total | $100.8 | $59.2 | $(37.7) | $122.3 |
| LIABILITIES | ||||
| Gas Utility: | ||||
| NYMEX/ICE natural gas contracts | $4.0 | $— | $(4.0) | $— |
| Gas Marketing: | ||||
| NYMEX/ICE natural gas contracts | 19.4 | — | (19.3) | 0.1 |
| Natural gas commodity contracts | — | 42.7 | (3.6) | 39.1 |
| Total | $23.4 | $42.7 | $(26.9) | $39.2 |
| Quoted Pricesin ActiveMarkets(Level 1) | SignificantObservableInputs(Level 2) | Effects ofNetting andCash MarginReceivables/Payables | Total | |
|---|---|---|---|---|
| ASSETS | ||||
| U.S. stock/bond mutual funds | $26.4 | $— | $— | $26.4 |
| NYMEX/ICE natural gas contracts | 2.8 | — | (2.8) | — |
| Total | $29.2 | $— | $(2.8) | $26.4 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $13.4 | $— | $(2.8) | $10.6 |
| ASSETS | ||||
| U.S. stock/bond mutual funds | $27.5 | $— | $— | $27.5 |
| NYMEX/ICE natural gas contracts | 2.9 | — | (2.9) | — |
| Total | $30.4 | $— | $(2.9) | $27.5 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $25.9 | $— | $(1.3) | $24.6 |
| ASSETS | ||||
| U.S. stock/bond mutual funds | $24.6 | $— | $— | $24.6 |
| NYMEX/ICE natural gas contracts | 17.5 | — | (17.5) | — |
| Total | $42.1 | $— | $(17.5) | $24.6 |
| LIABILITIES | ||||
| NYMEX/ICE natural gas contracts | $4.0 | $— | $(4.0) | $— |
- PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
Spire and the Utilities maintain pension plans for their employees.
Spire Missouri and Spire Alabama have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Qualified plan assets are comprised of mutual and commingled funds consisting of U.S. equities with varying strategies, global equities, alternative investments, and fixed income investments.
The net periodic pension cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and Maintenance” expenses while other components are presented in “Other Income, Net” in the Condensed Consolidated Statements of Income, except for Spire Alabama’s losses on lump-sum settlements. Such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire | ||||
| Service cost – benefits earned during the period | $4.3 | $4.3 | $8.6 | $8.8 |
| Interest cost on projected benefit obligation | 6.2 | 5.8 | 12.3 | 11.8 |
| Expected return on plan assets | (6.8) | (6.4) | (13.7) | (12.9) |
| Amortization of prior service credit | (1.3) | (1.2) | (2.3) | (2.3) |
| Amortization of actuarial loss | 1.5 | 1.6 | 2.9 | 3.2 |
| Subtotal | 3.9 | 4.1 | 7.8 | 8.6 |
| Regulatory adjustment | 6.6 | 9.2 | 12.4 | 18.1 |
| Net pension cost | $10.5 | $13.3 | $20.2 | $26.7 |
| Spire Missouri | ||||
| Service cost – benefits earned during the period | $2.9 | $2.8 | $5.8 | $5.7 |
| Interest cost on projected benefit obligation | 4.2 | 4.0 | 8.3 | 8.0 |
| Expected return on plan assets | (4.4) | (4.3) | (8.8) | (8.8) |
| Amortization of prior service credit | (0.6) | (0.5) | (1.0) | (1.0) |
| Amortization of actuarial loss | 1.0 | 1.0 | 1.9 | 2.0 |
| Subtotal | 3.1 | 3.0 | 6.2 | 5.9 |
| Regulatory adjustment | 6.2 | 7.4 | 11.3 | 14.8 |
| Net pension cost | $9.3 | $10.4 | $17.5 | $20.7 |
| Spire Alabama | ||||
| Service cost – benefits earned during the period | $1.2 | $1.3 | $2.4 | $2.7 |
| Interest cost on projected benefit obligation | 1.3 | 1.2 | 2.6 | 2.5 |
| Expected return on plan assets | (1.6) | (1.3) | (3.2) | (2.6) |
| Amortization of prior service credit | (0.6) | (0.6) | (1.2) | (1.2) |
| Amortization of actuarial loss | 0.5 | 0.6 | 1.0 | 1.2 |
| Subtotal | 0.8 | 1.2 | 1.6 | 2.6 |
| Regulatory adjustment | 0.4 | 1.6 | 0.9 | 2.9 |
| Net pension cost | $1.2 | $2.8 | $2.5 | $5.5 |
Pursuant to the provisions of Spire Missouri’s and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. For thethree and six months ended March 31, 2026 and 2025, no plans met the criteria for settlement accounting.
The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Through March 31, 2026, there were fiscal 2026 contributions to Spire Missouri’s and Spire Alabama’s pension plans totaling $8.8 and $2.8, respectively. Contributions totaling $13.3 to the qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal 2026. Contributions to Spire Alabama’s pension plan for the remainder of fiscal 2026 are anticipated to be $4.2.
Other Postretirement Benefits
Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, certain Spire Missouri plans provided medical insurance after retirement until death. The Spire Alabama plans provide medical insurance upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.
The net periodic postretirement benefit cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and maintenance” expenses while other components are presented in “Other Income, Net” in the income statement, except in the event Spire Alabama incurs losses on lump-sum settlements. Any such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Spire | ||||
| Service cost – benefits earned during the period | $0.9 | $1.0 | $1.9 | $2.1 |
| Interest cost on accumulated postretirement benefit obligation | 1.8 | 1.8 | 3.5 | 3.6 |
| Expected return on plan assets | (4.4) | (4.2) | (8.9) | (8.4) |
| Amortization of prior service cost | 0.1 | — | 0.3 | — |
| Amortization of actuarial gain | (1.8) | (1.5) | (3.8) | (3.0) |
| Subtotal | (3.4) | (2.9) | (7.0) | (5.7) |
| Regulatory adjustment | 2.1 | 1.2 | 4.0 | 2.3 |
| Net postretirement benefit income | $(1.3) | $(1.7) | $(3.0) | $(3.4) |
| Spire Missouri | ||||
| Service cost – benefits earned during the period | $0.7 | $0.8 | $1.5 | $1.7 |
| Interest cost on accumulated postretirement benefit obligation | 1.3 | 1.3 | 2.5 | 2.6 |
| Expected return on plan assets | (2.9) | (2.7) | (5.9) | (5.5) |
| Amortization of prior service cost | 0.1 | — | 0.3 | 0.1 |
| Amortization of actuarial gain | (1.7) | (1.3) | (3.4) | (2.6) |
| Subtotal | (2.5) | (1.9) | (5.0) | (3.7) |
| Regulatory adjustment | 2.5 | 1.6 | 4.9 | 3.2 |
| Net postretirement benefit income | $— | $(0.3) | $(0.1) | $(0.5) |
| Spire Alabama | ||||
| Service cost – benefits earned during the period | $0.2 | $0.2 | $0.4 | $0.4 |
| Interest cost on accumulated postretirement benefit obligation | 0.5 | 0.5 | 1.0 | 1.0 |
| Expected return on plan assets | (1.4) | (1.4) | (2.8) | (2.7) |
| Amortization of prior service credit | — | — | — | (0.1) |
| Amortization of actuarial gain | — | (0.1) | (0.1) | (0.1) |
| Subtotal | (0.7) | (0.8) | (1.5) | (1.5) |
| Regulatory adjustment | (0.4) | (0.4) | (0.9) | (0.9) |
| Net postretirement benefit income | $(1.1) | $(1.2) | $(2.4) | $(2.4) |
Missouri and Alabama state laws provide for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds.
The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have beenno contributions to the postretirement plans through March 31, 2026 for Spire Missouri or Spire Alabama, andnone are expected to be required for the remainder of the fiscal year.
- SEGMENT INFORMATION
Spire
Spire’schief operating decision maker ("CODM") is the chief executive officer. The CODM evaluates the performance of the segments based on the computation of net income. The CODM uses net income to allocate resources and determine reinvestment for each segment, predominantly in the annual budget and forecasting process. Net Income is also used to monitor budget versus actual results to assess performance of the segment and establish management compensation. The CODM does not receive asset information for the individual reportable segment.
Change in Reportable Segments
Historically, the Company managed its business asthree reportable segments: Gas Utility, Gas Marketing, and Midstream. During the second and third quarters of fiscal year 2026, the Company entered into separate agreements to sell Spire Marketing Inc. to Boardwalk and Spire Storage to Subterra Energy Holdings, LLC, an affiliate of I Squared Capital, respectively. Spire Marketing substantially represented the entirety of the Gas Marketing segment, and Spire Storage represented a substantial portion of the Midstream segment. These disposals qualify as discontinued operations under ASC 205-20, and the results of Spire Marketing and Spire Storage have been reclassified to discontinued operations for all periods presented. See Note 3 — Divestitures for further information. The remaining assets and results of operations previously reported within Midstream that do not qualify as discontinued operations are now presented within Other net income.
Spire Mississippi, a regulated utility serving south-central Mississippi including Hattiesburg, is a component of the Company’s Southeast Utilities operating segment, which is reported within the Company’s Gas Utility reportable segment. On March 12, 2026, the Board approved the contemplated sale of Spire Mississippi, subject to certain conditions. Spire Mississippi has been classified as held for sale as of March 12, 2026. As this transaction does not meet the criteria for discontinued operations, Spire Mississippi's results of operations continue to be reported within the Gas Utility segment; however, its assets and liabilities have been reclassified as held for sale on the consolidated balance sheet. See Note 3 — Divestitures for further information. As a result of the change in reportable segments in the current reporting period, the performance of the reportable segment changed from adjusted earnings to net income.
Current Reportable Segment
The Company hasone reportable segment: Gas Utility. The Gas Utility reportable segment represents the aggregation of the Company’s regulated natural gas utility operating segments, which have similar economic characteristics, including Spire Missouri, Southeast Utilities, and Spire Tennessee. These operating segments comprise the Company’s natural gas utility operations, which consist of: Spire Missouri Inc. (“Spire Missouri”), serving areas of Missouri, including the St. Louis and Kansas City regions; Spire Alabama Inc., Spire Gulf Inc., and Spire Mississippi Inc. (“Spire Mississippi”) (collectively referred to as Southeast Utilities), serving central and northern and southern Alabama, southwestern Alabama, and south‑central Mississippi, respectively (with Spire Mississippi classified as held for sale); and Spire Tennessee Inc., serving the Nashville metropolitan area and surrounding communities in Middle Tennessee.
Prior-period segment information has been restated to exclude discontinued operations and conform with the current presentation.
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies. The basis of accounting for intersegment transactions is the same as that for third party transactions. For more information about segment revenue, see Note 4, Revenue.
Historically, the Company's intersegment transactions included sales of natural gas from Spire Marketing to Spire Missouri, Spire Alabama and Spire Storage; sales of natural gas from Spire Missouri to Spire Marketing; storage services from Spire Storage to Spire Missouri and Spire Marketing; and natural gas transportation services provided by Spire MoGas Pipeline to Spire Missouri and Spire Marketing. As a result of the classification of Spire Marketing and Spire Storage as discontinued operations during the second quarter of fiscal 2026, transactions between these entities and the Company's continuing operations are no longer presented as intersegment eliminations. For all periods presented, the continuing operations' side of these transactions are reflected in the respective expense line items of the Gas Utility segment, while the corresponding revenue and expense of the discontinued entities are included within Income from discontinued operations, net of tax. See Note 3 - Divestitures for additional information.
The Company's remaining transactions consist of natural gas transportation services provided by Spire MoGas Pipeline to the Gas Utility segment. These transactions continue to be eliminated in consolidation.
Spire
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies.
The following tables present information about Spire’s Gas Utility segment revenue, segment expenses, and net income.
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| (In millions) | 2026 | 2025 | 2026 | 2025 |
| Gas utility operating revenues | $1,014.9 | $970.2 | $1,708.2 | $1,583.7 |
| Other and eliminations(c) | 5.1 | 6.2 | 10.5 | 10.7 |
| Operating revenues | 1,020.0 | 976.4 | 1,718.7 | 1,594.4 |
| Less: | ||||
| Significant segment expenses: | ||||
| Cost of gas sold, incl. gross receipts taxes | 460.2 | 485.9 | 773.3 | 767.2 |
| Operation and maintenance expense | 122.0 | 122.8 | 241.7 | 237.8 |
| Depreciation and amortization expense | 81.6 | 69.5 | 156.4 | 137.6 |
| Interest expense | 35.3 | 33.8 | 72.1 | 68.9 |
| Income tax expense | 56.4 | 45.2 | 80.5 | 61.3 |
| Other segment items(a) | 32.7 | 24.0 | 59.0 | 48.6 |
| Other net loss(b) | (14.2) | (5.9) | (30.3) | (11.6) |
| Net income from discontinued operations, net of tax | 64.6 | 20.0 | 71.8 | 29.2 |
| Net income | $282.2 | $209.3 | $377.2 | $290.6 |
| Capital expenditures | $187.9 | $177.3 | $384.6 | $395.1 |
(a)Other segment items include taxes other than income excluding gross receipt tax, and miscellaneous income and deductions.
(b)Other net loss of the Company's consolidated information include Spire's subsidiaries include subsidiaries engaged in the transportation of natural gas, risk management, among other activities, and unallocated corporate items, including transition and transaction cost associated with the Tennessee acquisition and financing costs.
(c)Includes other operating revenues net of elimination of Spire subsidiaries noted in (b) above.
As a separate public gas utility company operating in a single state, Spire Missouri is asingle reportable segment. Thechief executive officer is the CODM, who assesses performance and decides how to allocate resources based on net income. The CODM uses comparisons of actual results with budgeted and prior year results to assess performance of Spire Missouri and in establishing management’s compensation. The CODM does not receive asset information other than asset information reported on the Spire Missouri Balance Sheets. Financial data related to income and expenses, including gross receipt taxes which are disclosed separately, for the single reportable segment are reported on Spire Missouri’s Statements of Comprehensive Income.
Financial data related to gross receipt taxes and capital expenditures are as follows:
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| Spire Missouri | 2026 | 2025 | 2026 | 2025 |
| Gross Receipt Taxes | 42.1 | 39.9 | 63.8 | 59.4 |
| Capital Expenditures | 135.2 | 143.8 | 283.2 | 322.1 |
As a separate public gas utility company operating in a single state, Spire Alabama is asingle reportable segment. Thechief executive officer is the CODM, who assesses performance and decides how to allocate resources based on net income. The CODM uses comparisons of actual results with budgeted and prior year results to assess performance of each companyand in establishing management’s compensation. The CODM does not receive asset information other than asset information reported on the Spire Alabama Balance Sheets. Financial data related to income and expenses, including gross receipts taxes which are disclosed separately, for the single reportable segment are reported on Spire Alabama’s Statements of Income.
Financial data related to gross receipt taxes and capital expenditures are as follows:
| Three Months EndedMarch 31, | Six Months Ended March 31, | |||
|---|---|---|---|---|
| Spire Alabama | 2026 | 2025 | 2026 | 2025 |
| Gross Receipt Taxes | 12.5 | 13.4 | 19.3 | 19.1 |
| Capital Expenditures | 45.1 | 28.6 | 86.4 | 63.1 |
- COMMITM ENTS AND CONTINGENCIES
Commitments
The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through calendar 2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at March 31, 2026, are estimated at $1,762.9, $1,295.0, and $553.1 for the Company (excluding commitments between subsidiaries), Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.
Spire is a limited partner in several unconsolidated partnerships, predominantly focusing on research and development initiatives tied to the natural gas utility sector. Spire committed to contribute a total of $25.0 of capital to the partnerships as and when requested by the respective general partners. As of March 31, 2026, the total remaining unfunded commitment was $15.0.
Contingencies
The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.
The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.
In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (“MGP”) operations in their respective service territories, some of which are discussed under the Spire Missouri and Spire Alabama headings below. To the extent costs are incurred associated with environmental remediation activities, the Utilities would request authority from their respective regulators to defer such costs (less any amounts received from insurance proceeds or as contributions from other potentially responsible parties (“PRPs”)) and collect them through future rates.
To date, costs incurred for all Spire MGP sites for investigation, remediation and monitoring have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire Missouri, Spire Alabama, Spire Tennessee may incur could be materially higher or lower depending upon several factors, including whether remediation will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, and any insurance recoveries.
In 2020, Spire retained an outside consultant to conduct probabilistic cost modeling of its former MGP sites in Missouri and Alabama. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each of their MGP sites. That analysis, completed in March 2021, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate the former MGP sites. Spire Missouri and Spire Alabama have recorded their best estimates of the probable expenditures that relate to these matters. The amount remains immaterial, and Spire Missouri, Spire Alabama and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.
Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (the “City”) where costs have been incurred and claims have been asserted. Spire Missouri has enrolled two of the sites in the Missouri Department of Natural Resources (“MoDNR”) Brownfields/Voluntary Cleanup Program (“BVCP”). The third site is the result of an assertion by the United States Environmental Protection Agency (“EPA”).
In conjunction with redevelopment of the Carondelet Coke site, Spire Missouri and another former owner of the site entered into an agreement (the “Remediation Agreement”) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action (NFA) letter from the MoDNR. The Remediation Agreement also provides for a release of Spire Missouri and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Spire Missouri and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The property was divided into seven parcels, and MoDNR NFA letters have been received for six of the parcels. Remediation is ongoing on the last parcel.
In May 2023, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the second site, Station A, and developing the same for industrial purposes. Consequently, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. The site developer, Spire Missouri and the PRPs collectively designed a site investigation plan which was submitted to the MoDNR and approved by the agency on August 27, 2024. A lead environmental engineering firm is now managing the ongoing site investigation process and has prepared a report on its findings to date which is being reviewed by the PRPs and the landowners for potential submission to the MoDNR. However, the developer has now withdrawn its option to purchase the northern half of the Station A property and has not yet fulfilled its obligation to ensure completion of the final stage of initial investigation.
Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) for alleged coal gas waste contamination at a third site, Station B. Spire Missouri and the site owner notified the EPA that information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, in March 2017 Spire Missouri requested more information from the EPA. Spire Missouri never received a response from the EPA.
Spire Missouri has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with these MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri retains the right to seek potential reimbursements from them.
On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (“FOIA”) request to the EPA on April 3, 2015, to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015, and a response was provided to the EPA on August 15, 2015. Spire Missouri has received no further inquiry from the EPA regarding this matter.
In its western service area, Spire Missouri has six owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A, and Independence MGP #2. Source removal has been conducted at all the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MoDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the six sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request for the Joplin site. As part of its participation in the BVCP, Spire Missouri communicates regularly with the MoDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MoDNR approved the next phase of investigation at the Kansas City Station A Railroad area.
Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. All are located in the state of Alabama.
In 2011, a removal action was completed and an NFA letter was received at the Huntsville MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Spire Alabama and the current site owner.
In 2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Spire Alabama was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Spire Alabama has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.
Assessments were performed by the EPA of the former MGP sites in Gadsden and Anniston, and NFA letters were received after each assessment.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is aware of the following contingent matter.
Spire Marketing, along with many natural gas industry participants, faced the unprecedented effects of Winter Storm Uri in February 2021. Numerous natural gas producers and midstream operators were unable to deliver natural gas to market as they experienced wellhead freeze-offs, power outages and equipment failure due to the extreme weather. These events resulted in supply curtailments, and related notices of force majeure to excuse performance, from and to certain counterparties. Further, these events made Spire Marketing subject to various commercial disputes, all of which have been settled and reflected in the financial statements in previous periods. As a result of participating in the Oklahoma natural gas market, Spire Marketing has become subject, along with other market participants, to a complaint filed in January 2025 by the State of Oklahoma related to its transactions with various counterparties in the state during this period. The Company’s management is currently assessing this matter but does not believe it will have a material impact on the Company’s financial position, results of operations or cash flow. The Company will retain liability excess of a defined threshold following the closing of the sale of Spire Marketing.
In August 2024, a Tennessee trial court jury awarded a verdict of $18.6 (inclusive of prejudgment interest) against Piedmont Natural Gas Co. (PNG) in a land condemnation case involving BlueRoad Fontanel, LLC. This liability was assumed by Spire Tennessee Inc. pursuant to the Asset Purchase Agreement dated July 27, 2025. PNG appealed the decision, and the Tennessee Court of Appeals affirmed the judgment on April 1, 2026. Spire Tennessee Inc. is in the process of being substituted as the defendant party, and filing an Application for Permission to Appeal the judgment to the Tennessee Supreme Court. Post-judgment interest continues to accrue, and is approx imately $3.2 through April 2026. An adjustment was recorded to the opening balance sheet as an assumed liability to account for the judgment inclusive of accrued interest. The Company continues to evaluate the recoverability of any potential loss through future regulatory proceedings.
- SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 6, 2026, the date on which these condensed consolidated financial statements were issued.
Completion of Sale of Spire Marketing
On April 30, 2026, the Company completed the previously announced sale of all of the issued and outstanding membership interests of Spire Marketing to Boardwalk for $212.0 in cash, subject to customary post-closing adjustments. The closing followed the satisfaction of all material closing conditions, including the conversion of Spire Marketing from a Missouri corporation to a Delaware limited liability company and compliance with applicable regulatory approvals. The proceeds from the sale were used to partially repay borrowings incurred in connection with the Piedmont Tennessee Transaction and for general corporate purposes. See Note 3 - Divestitures for additional information regarding the classification of Spire Marketing as a discontinued operation.
Agreement to Sell Spire Storage
On April 14, 2026, Spire Midstream LLC, a wholly-owned subsidiary of Spire, entered into a Membership Interest Purchase Agreement with Subterra Energy Holdings, LLC, an affiliate of I Squared Capital, for the sale of all of the issued and outstanding membership interests of Belle Butte LLC. Belle Butte LLC owns all of the outstanding membership interests in Spire Storage West LLC and Spire Storage Salt Plains LLC. Total consideration for the transaction is approximately $650.0, consisting of $600.0 payable in cash at closing and a $50.0 fixed deferred payment expected to be received in fiscal 2027. The transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other regulatory approvals, and is expected to close during the second half of fiscal year 2026. See Note 3 - Divestitures for additional information regarding the classification of Spire Storage as a discontinued operation.
Agreement to Sell Spire Mississippi
On April 21, 2026, Spire EnergySouth Inc., a wholly-owned subsidiary of Spire, entered into a Stock Purchase Agreement with Delta Mississippi Gas Company, LLC, for the sale of all of the issued and outstanding shares of Spire Mississippi Inc. for a cash purchase price of $75.0, subject to customary purchase price adjustments. Closing is expected in the first quarter of fiscal year 2027, subject to the regulatory approval of the Mississippi Public Service Commission and other customary closing conditions. Upon certain qualifying terminations, the purchaser will be required to pay a reverse termination fee of $7.5. Spire Mississippi is classified as held for sale within continuing operations. See Note 3 - Divestitures for additional information.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.