SPIRE INC
For the period ended Jan 29, 2026. Filed Dec 16, 2025.
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Jan 29, 2026 · Filed Dec 16, 2025
Contents
Proxy statement summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting.
Who we are
We are a company of people committed to safely and reliably serving the natural gas needs of our customers and communities. This mission, along with our focus on operational excellence and doing what it takes to be an industry-leading natural gas company, is key to our success.
As one of the largest publicly traded natural gas distribution companies in the country, we have the privilege of serving more than 1.7 million homes and businesses, as well as natural gas buyers, producers, and industrial customers through our gas-related businesses. Our core values guide us in our mission and our commitment to serve:
| Safety | Inclusion | Integrity |
|---|---|---|
| We keep ourpeople, company,customers andcommunities safe. | We embrace differencesand foster a sense ofbelonging for each otherand those we serve. | We do what’s right,accept accountabilityand hold ourselves tohigh standards. |
Spire’s fiscal year 2025 corporate performance
The following table provides information on the Company’s performance in the last two fiscal years, which was a critical consideration in the Company’s determination of appropriate executive compensation. For the fiscal year ended September 30, 2025, the Company reported consolidated net income of $271.7 million ($4.37 per diluted share), compared with $250.9 million ($4.19 per diluted share) in fiscal year 2024. The increase of $20.8 million was driven by higher Gas Utility income and continued growth in the Midstream segment. Net income and earnings per share (“EPS”) are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Management also uses the non-GAAP measure of adjusted earnings and adjusted EPS when internally evaluating and reporting results of operations as discussed on page 26 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025. Adjusted earnings for fiscal year 2025 was $275.5 million ($4.44 per diluted adjusted earnings per share), up from $247.4 million ($4.13 per diluted adjusted earnings per share) for fiscal year 2024. The incremental $28.1 million reflects the same drivers noted above as adjusted to remove fair value and timing adjustments, as well as acquisition and restructuring activities. The results are discussed further beginning on page 27 of the 2025 Annual Report on Form 10-K.
| 4 | Spire Inc. | 2025 Proxy Statement | www.SpireEnergy.com |
| In millions, except per share amounts | Gas Utility | Gas Marketing | Midstream | Other | Consolidated | Per diluted share** |
|---|---|---|---|---|---|---|
| Net income (loss) [GAAP] | $231.4 | $ 33.7 | $56.3 | $(49.7) | $271.7 | $ 4.37 |
| Adjustments, pre-tax: | ||||||
| Fair value and timing adjustments | — | (10.4) | — | — | (10.4) | (0.17) |
| Acquisition activities | — | — | — | 15.2 | 15.2 | 0.26 |
| Income tax effect of adjustments* | — | 2.6 | — | (3.6) | (1.0) | (0.02) |
| Adjusted earnings (loss) [non-GAAP] | $231.4 | $ 25.9 | $56.3 | $(38.1) | $275.5 | $ 4.44 |
| Net income (loss) [GAAP] | $217.0 | $ 32.7 | $31.7 | $(30.5) | $250.9 | $ 4.19 |
| Adjustments, pre-tax: | ||||||
| Fair value and timing adjustments | — | (12.4) | — | — | (12.4) | (0.22) |
| Acquisition and restructuring activities | 5.0 | — | 2.3 | 0.3 | 7.6 | 0.14 |
| Income tax effect of adjustments* | (1.2) | 3.1 | (0.5) | (0.1) | 1.3 | 0.02 |
| Adjusted earnings (loss) [non-GAAP] | $220.8 | $ 23.4 | $33.5 | $(30.3) | $247.4 | $ 4.13 |
| * | Income tax adjustments include amounts calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items. |
|---|---|
| ** | Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares. |
Our 2025 results
| Net Income | Adjusted Earnings | Diluted Earnings per Share | Basic Adjusted Earnings per Share | Diluted Adjusted Earnings per Share | Dividends Declared per Common Share |
|---|---|---|---|---|---|
| $271.7M | $275.5M | $4.37 | $4.45 | $4.44 | $3.14 |
| GAAP Up from $250.9 million for FY24 | NON-GAAP Up from $247.4 million for FY24 | GAAP Up from $4.19 for FY24 | NON-GAAP Up from $4.14 for FY24 | NON-GAAP Up from $4.13 for FY24 | Up from $3.02 for FY24 |
The Company is committed to its pay-for-performance philosophy, which we believe is closely aligned with shareholder interests by linking executive compensation to Company performance. The key metric used to determine funding under our annual incentive plan is adjusted operating income, and the metrics used to determine vesting under our long-term incentive plan are average adjusted EPS and relative total shareholder return. The Company also emphasizes pay-for-performance by placing a majority of the executives’ target total direct compensation (“TTDC”) at risk through the annual and long-term incentive plans. TTDC includes the current base salary, the 2025 target annual incentive plan opportunity and the fair market value of the equity awards made during fiscal year 2025. Further, the value of the equity incentive award, the largest portion of incentive pay, is based on long-term performance.
Sustainability
We issued our seventh annual Sustainability Report in June 2025 for reporting year 2024. This year’s disclosures on environmental, social and governance topics emphasize safety and people, reflecting the current focus of new leadership. We continue to include reporting under the Sustainability Accounting Standards Board standards and increased disclosures aligned with the Task Force on Climate-related Financial Disclosures recommendations. Emissions reporting summarizes reductions from current initiatives as well as new technologies that have potential
| Spire Inc. | 2025 Proxy Statement | 5 |
|---|
to reduce Spire’s emissions in the future. Updated data reporting reflects formats recommended by GRI 2021 Reporting Standards.
In fiscal year 2025, the various committees of the Board of Directors continued formal oversight of management’s sustainability efforts to ensure progress is being made on our sustainability commitments. The corporate governance committee remains responsible for overseeing and approving the Sustainability Report. The current Sustainability Report can be found on our website at SpireEnergy.com/Sustainability.
Annual Meeting of Shareholders
| Time and date | Place | Record date |
|---|---|---|
| 8:30 a.m. CST on Thursday, January 29, 2026 Check-in beginning 8:15 a.m. CST | Virtually at www.virtualshareholdermeeting.com/SR2026 | December 4, 2025 |
How to vote
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.
| By internet | By telephone | By mail | At the meeting |
|---|---|---|---|
| www.proxyvote.com | 800-690-6903 | Mark your proxy card or voting instruction card, date and sign it, and return it in the postage-paid envelope provided. | If you decide to attend the virtual meeting, you will need your 16-digit control number and follow the instructions on the screen. |
| Proposal | Board vote recommendation | Page reference (for more detail) |
|---|---|---|
| Election of three directors | FOR | 9 |
| Provide advisory vote to approve the compensation of our named executive officers | FOR | 30 |
| Ratification of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accountant for fiscal year 2026 | FOR | 66 |
| 6 | Spire Inc. | 2025 Proxy Statement | www.SpireEnergy.com |
Nominees for election (page 9)
Board highlights
40%
Female directors
Independent directors
Average age
7.8
Average tenure (years)
20%
Ethnically diverse
90%
Independent
— Director breakdown by experience —
| The following chart includes summary bios and key aspects of our Board of Directors, including directors who are nominees this year. We believe the competencies currently possessed by our directors represent a solid mix of backgrounds and experiences for the Company. | |||
|---|---|---|---|
| Mark A. Borer Retired Chief Executive Officer and Board Member DCP Midstream Partners LP Age: 71 Director since: 2014 Committees: | Sheri S. Cook Nominee Senior Vice President, Chief Administrative Officer Altec Inc. Age: 58 Director since: 2024 Committees: | Vinny J. Ferrari Nominee Retired Chief Administrative Officer/Chief Operating Officer Edward D. Jones & Co., LP Age: 65 Director since: 2023 Committees: | Maria V. Fogarty Retired Senior Vice President, Internal Audit and Compliance NextEra Energy, Inc. Age: 66 Director since: 2014 Committees: |
| Carrie J. Hightman Retired Executive Vice President and Chief Legal Officer NiSource Inc. Age: 68 Director since: 2021 Committees: | Rob L. Jones Nominee Retired Co-Head Bank of America Merrill Lynch Commodities, Inc. Age: 67 Director since: 2016 Committees: | Paul D. Koonce Retired Executive Vice President and Chief Executive Officer, Power Generation Group Dominion Energy, Inc. Age: 65 Director since: 2023 Committees: | Scott E. Doyle President and Chief Executive Officer Spire Inc. Age: 54 Director since: 2025 |
| Brenda D. Newberry Retired Chairman of the Board The Newberry Group Age: 72 Director since: 2007 Committees: | John P. Stupp Jr.Chairman, President and Chief Executive Officer Stupp Bros., Inc. Age: 75 Director since: 2005 Committees: | ||
| Chair | Audit | Compensation and Human Resources | Corporate Governance | Strategy |
| Spire Inc. | 2025 Proxy Statement | 7 |
|---|
Advisory vote to approve the compensation of our named executive officers (page 30)
As we do every year, we are seeking shareholder advisory approval of the compensation of our named executive officers as disclosed in this proxy statement. Although the vote on this proposal is advisory and nonbinding, the compensation and human resources committee and Board will review the results of the vote and consider the collective views of our shareholders in future determinations concerning our executive compensation program.
Ratification of appointment of independent registered public accountant (page 66)
We are asking shareholders to ratify the selection of Deloitte as our independent registered public accountant for fiscal year 2026. The table contains summary information with respect to Deloitte’s fees for services provided in fiscal years 2025 and 2024.
| 2025 | 2024 | |
|---|---|---|
| Audit fees | $2,990,000 | $2,755,000 |
| Audit-related fees | 160,000 | 475,000 |
| Tax fees | 196,643 | 95,965 |
| All other fees | 1,895 | 1,895 |
| Total | $3,348,538 | $3,327,860 |
| 8 | Spire Inc. | 2025 Proxy Statement | www.SpireEnergy.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.