Spire Inc.

01/12/2026 | Press release | Distributed by Public on 01/12/2026 10:49

Material Event (Form 8-K)

Item 8.01

Other Events.

On January 12, 2026, Spire Inc. ("Spire") issued $200,000,000 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2086 (the "Notes") pursuant to the terms of an Underwriting Agreement dated January 5, 2026 (the "Underwriting Agreement") between Spire and the several underwriters named on Exhibit A thereto for whom BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as representatives.

The Notes were issued pursuant to an indenture, dated as of November 24, 2025, as amended or supplemented, including by the second supplemental indenture thereto, dated as of January 12, 2026 (the "Supplemental Indenture"), between Spire and Regions Bank, as trustee.

Spire intends to use the net proceeds of this offering, along with other funds, to redeem all of the outstanding shares of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Stock") with an aggregate $250.0 million liquidation preference, upon which the corresponding 10,000,000 outstanding depositary shares representing the Series A Preferred Stock will also be redeemed, or for other general corporate purposes. Spire has applied for listing of the Notes on the New York Stock Exchange. If the application is approved, Spire expects trading in the Notes to begin within 30 days after the date that the Notes were issued.

The Notes were registered under the Securities Act of 1933, as amended, pursuant to Spire's Registration Statement on Form S-3(File No.: 333-287024)(the "Registration Statement"), which became effective upon filing with the Securities and Exchange Commission (the "SEC") on May 7, 2025, and offered under the related Prospectus dated May 7, 2025, as supplemented by the Prospectus Supplement dated January 5, 2026 (as so supplemented, the "Prospectus"), filed with the SEC on January 7, 2026. Copies of the Underwriting Agreement, the Supplemental Indenture, the form of the Notes and the opinions regarding the validity of the Notes and certain tax matters are attached hereto as exhibits and are expressly incorporated by reference herein and in the Prospectus, as well as in the Registration Statement. The foregoing descriptions of the terms of the Underwriting Agreement, the Supplemental Indenture and the Notes are qualified in their entirety by reference to the actual terms of the applicable exhibits attached hereto.

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