SPIRE ALABAMA INC

Current report

Spire has entered into a definitive agreement to sell Spire Mississippi Inc. to Delta Mississippi Gas Company, LLC for a cash purchase price of $75.0 million, subject to customary purchase price adjustments. Completion of this transaction is subject to a number of risks and uncertainties, including receipt of required regulatory approval from the Mississippi Public Service Commission and satisfaction of other customary closing conditions; the risk that the transaction may be delayed or may not be completed at all; the occurrence of any event, change, or other circumstance that could give rise to termination of the purchase agreement, including circumstances that could obligate the purchaser to pay Spire a reverse termination fee of $7.5 million rather than complete the transaction; the risk that Spire may not realize the anticipated benefits of the transaction on the expected timeline or at all; transaction costs associated with the sale; and potential adverse reactions or changes in business relationships resulting from the announcement or pendency of the transaction. The transaction is expected to close during the first quarter of fiscal year 2027, and there can be no assurance that it will close within this timeframe or at all.

Current report

Spire may not realize the anticipated benefits of the Piedmont Tennessee Transaction or the divestitures of Spire Marketing and Spire Storage.

Current report

During the third quarter of fiscal 2026, Spire completed the acquisition of the Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc. for approximately $2.5 billion and completed the sales of Spire Marketing Inc. and Spire Storage. Spire’s ability to realize the anticipated benefits of these transactions depends on a number of factors that are, in part, outside of Spire’s control, including the successful and timely integration of the Piedmont Tennessee business into Spire’s operations, systems, and regulatory frameworks; the continued performance by counterparties of their obligations under the applicable transaction agreements, and the risks of relying on third parties for critical operational services during the transition period; Spire’s ability to achieve anticipated synergies, cost savings, and operational efficiencies; and Spire’s ability to retain key personnel of the acquired business. If Spire is unable to successfully integrate the Piedmont Tennessee business, if a counterparty fails to perform its continuing obligations under any transaction agreements, or if the anticipated benefits of Spire’s portfolio transformation are not realized within the expected timeframe or at all, Spire’s business, financial condition, and results of operations could be adversely affected.

Previous report

From time to time, Spire may seek to strategically divest certain business segments or subsidiaries. Such divestitures involve a number of risks, including but not limited to, conditions to the completion of the applicable transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the applicable transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the applicable agreement; Spire being unable to achieve the anticipated benefits of the applicable transaction; significant transaction costs associated with the applicable transaction; the risk that disruptions from the applicable transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; and other factors relating to the operations and financial performance discussed in Spire’s filings with the SEC.