Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in millions, except per share amounts)

This section analyzes the financial condition and results of operations of Spire Inc. (the "Company"), Spire Missouri Inc., and Spire Alabama Inc. Spire Missouri, Spire Alabama and Spire EnergySouth are wholly-owned subsidiaries of the Company. Spire Missouri, Spire Alabama, the subsidiaries of Spire EnergySouth (Spire Gulf and Spire Mississippi), and Spire Tennessee are collectively referred to as the "Utilities." This section includes management's view of factors that affect the respective businesses of the Company, Spire Missouri and Spire Alabama, explanations of financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company's, Spire Missouri's and Spire Alabama's overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. All statements, other than statements of historical fact, including statements regarding our expectations, plans and objectives for future performance, future operating results, earnings guidance, capital investment plans, and the expected timing and benefits of, and risks associated with, acquisitions, dispositions and related integration and transition activities (including the acquisition of the Piedmont Natural Gas Tennessee business, the sale of Spire Marketing and the announced sales of Spire Storage and Spire Mississippi), are forward-looking statements. Certain words, such as "may," "anticipate," "believe," "estimate," "expect," "intend," "plan," "seek," "target," and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results or outcomes to differ materially from those contemplated in any forward-looking statement are:

Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements, Spire Missouri's and Spire Alabama's Condensed Financial Statements, and the notes thereto.

RECENT EVENTS

Acquisition of Tennessee Piedmont Natural Gas business. On March 31, 2026, Spire completed the acquisition of the Tennessee assets of Piedmont Natural Gas, a wholly-owned subsidiary of Duke Energy, to acquire its Tennessee natural gas business for a total cash purchase price of $2.50 billion. 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.

Sale of Spire Marketing. On March 28, 2026, Spire, entered into an agreement to sell Spire Marketing Inc., to Boardwalk. The transaction provides for a cash purchase price of $212.0, subject to customary closing adjustments, and is expected to be accounted for as a disposition upon closing.

Sale of Spire Storage. On April 14, 2026, Spire, entered into an agreement to sell Spire Storage to Subterra Energy Holdings, LLC an affiliate of I Squared Capital. The transaction provides for total consideration of 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, subject to customary closing adjustments, and is expected to be accounted for as a disposition upon closing.

Sale of Spire Mississippi. On April 21, 2026, Spire entered into an agreement to sell Spire Mississippi Inc., to 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 second half of Spire's fiscal year 2026, subject to regulatory approval by the Mississippi Public Service Commission and other customary closing conditions.

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. 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 Operations.

For additional information on the transaction above, see Note 2 - Acquisitions and Note 3 - Divestitures.

OVERVIEW

Due to recently announced corporate transactions the Company has one reportable segment: Gas Utility. See Note 12 - Segment Information for additional information on Spire's segment structure. Spire's earnings are derived primarily from its Gas Utility segment, which reflects the regulated activities of the Utilities. Due to the seasonal nature of the Utilities' business and the volumetric Spire Missouri rate design, earnings of Spire and each of the Utilities are typically concentrated during the heating season of November through April each fiscal year.

Gas Utility - Spire Missouri

Spire Missouri is Missouri's largest natural gas distribution utility and is regulated by the MoPSC. Spire Missouri serves St. Louis, Kansas City, and other areas throughout the state. Spire Missouri purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy.

Gas Utility - Spire Alabama

Spire Alabama is the largest natural gas distribution utility in the state of Alabama and is regulated by the APSC. Spire Alabama's service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers, and other end users of natural gas. Spire Alabama also transports gas through its distribution system for certain large commercial and industrial customers

for a transportation fee. For most of these transportation service customers, Spire Alabama also purchases gas on the wholesale market for sale to the customer upon delivery to the Spire Alabama distribution system. All Spire Alabama services are provided to customers at rates and in accordance with tariffs authorized by the APSC.

Gas Utility - Spire Tennessee

Spire Tennessee is the largest investor-owned natural gas distribution utility in the state of Tennessee and is regulated by the TPUC.Spire Tennessee is a regulated natural gas utility engaged in the purchase, retail distribution, and sale of natural gas to more than 200,000 customers primarily in the Nashville metropolitan area and surrounding communities in Tennessee. Spire Tennessee delivers natural gas to customers at rates and in accordance with tariffs authorized by the TPUC. The earnings of Spire Tennessee are primarily generated by the sale of heating energy.

Gas Utility - Spire EnergySouth

Spire Gulf and Spire Mississippi are utilities engaged in the purchase, retail distribution and sale of natural gas to approximately 100,000 customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the APSC, and Spire Mississippi is regulated by the MSPSC.

Other

Other components 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 certain debt and associated interest costs.

NON-GAAP MEASURES

Net income, earnings per share and operating income reported by Spire, Spire Missouri and Spire Alabama are determined in accordance with accounting principles generally accepted in the United States of America (GAAP). Spire, Spire Missouri and Spire Alabama also provide the non-GAAP financial measures of adjusted earnings, adjusted earnings per share and contribution margin. Management and the Board of Directors use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting, to determine incentive compensation and to evaluate financial performance. These non-GAAP operating metrics should not be considered as alternatives to, or more meaningful than, the related GAAP measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided on the following pages.

Adjusted Earnings and Adjusted Earnings Per Share

Adjusted earnings and adjusted earnings per share are non-GAAP measures that exclude from net income to the extent incurred in a given period the impacts of acquisition, divestiture and restructuring activities, the largely non-cash impacts of impairments, and the impact of certain regulatory, legislative or GAAP standard-setting actions. Second quarter fiscal 2026 excludes the cost of redemption of preferred stock. In addition, adjusted earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance such activities that have yet to be included in adjusted earnings.

Contribution Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. Contribution margin is defined as operating revenues less natural gas costs and gross receipts tax expense. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC, MSPSC or TPUC) increases and decreases in the wholesale cost of natural gas in accordance with their PGA clauses or GSA riders. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues, have no direct effect on operating income. Therefore, management believes that contribution margin is a useful supplemental measure, along with the remaining operating expenses, for assessing the Company's and the Utilities' performance.

EARNINGS - THREE MONTHS ENDED March 31, 2026

This section contains discussion and analysis of the results for the three months ended March 31, 2026 compared to the results for the three months ended March 31, 2025, in total and by registrant and segment.

Spire

Total Company

Net income for the quarter was $282.2 versus $209.3 in the prior-year quarter. The increase was driven by the continuing operations of our utilities, which increased by $36.6, partially offset by higher corporate expenses and pipeline operations, net, of $8.3, combined with discontinued operations, which increased $44.6. Growth at Spire Marketing was the principal driver of the growth in net income from discontinued operations. The Company will describe further the results of its ongoing business.

Continuing Operations

Net Income and Adjusted Earnings

The following tables reconcile the Company's adjusted earnings to the most comparable GAAP number, net income.

* Includes transaction, transition and financing costs for the Piedmont Tennessee Transaction.

** 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 and in the second quarter of 2026, excludes the $8.0 impact of the February 2026 cost of redemption of Spire's 5.9% Series A Preferred Stock, including related depositary shares.

Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.

Select variances for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 are summarized in the following table and discussed below.

The increase in interest expense reflects higher average long-term debt rates and higher levels of long-term debt in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $5.8 in the current quarter. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 3.8% in the current-year quarter versus 4.5% in the prior-year quarter.

Other income increased $1.4 versus the prior-year quarter. The principal driver of the variance was favorable interest income that was only partly offset with unfavorable investment activity with non-qualified benefit trusts.

The increase in income taxes primarily reflects the higher current-year pre-tax book income.

The Company's other activities generated a $14.2 loss in the three months ended March 31, 2026, $8.3 higher than the prior year period. The major contributor to this variance was $30.8 pre-tax of current year costs associated with the pending Piedmont Tennessee acquisition that was mostly offset by the $28.9 gain on the sale of a non-core subsidiary. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.

For the quarter ended March 31, 2026, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $36.6 and $39.6, respectively. The quarterly net income change was driven by the improved performance of Spire Missouri and Spire Alabama totaling $37.3 and $2.0, respectively, partially offset by the $3.0 (after-tax) goodwill impairment associated with the pending sale of Spire Mississippi.

The increase in Gas Utility operating revenues was attributable to the following factors:

The primary driver of the current year increase in revenue was the $78.4 impact of the October 2025 Missouri rate case implementation. Current year revenue also benefited from higher off system sales. Spire Alabama's favorable annual RSE update impact of $7.4 was almost completely offset by the year-over-year $7.2 increase in the customer refund provision. These favorable impacts more than offset the $29.5 negative impact of lower volume usage net of weather mitigation adjustments and the $13.6 reduction attributable to lower gas cost recoveries.

The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:

Contribution margin increased $70.4 versus the prior-year quarter. Contribution margin benefited from the $78.4 impact of the October 2025 Missouri rate case implementation, combined with $4.0 higher off system sales. As previously disclosed, most of the Alabama RSE benefit was offset by year-over-year changes to the customer refund provision. These favorable impacts more than offset the $12.2 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama.

Reported operation and maintenance ("O&M") expenses for the three months ended March 31, 2026 were $0.8 lower than the prior-year quarter as higher expense levels for non-payroll operations and bad debt expense were more than offset by lower employee-related costs and administrative expenses.

Depreciation and amortization expenses for the quarter ended March 31, 2026 were $12.1 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.

Taxes, other than income taxes, increased $7.2, due to $1.2 higher gross receipts taxes resulting from higher revenues, combined with higher property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments.

Interest expense increased $1.5. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.

Spire Missouri

Operating revenues for the quarter ended March 31, 2026 were $66.7 higher than the comparable prior-year period. The increase was primarily the result of three drivers: $78.4 due to implementation of the most recent rate case, higher off-system sales of $7.7, and $2.2 higher gross receipts tax. These favorable impacts were only partly offset by $9.0 lower gas cost recoveries and negative volume impact (net of weather mitigation) of $12.5.

Contribution margin for the three months ended March 31, 2026 increased $68.6 from the same period in the prior year, primarily due to the $78.4 increase relating to implementation of the most recent rate case, combined with the $3.0 impact of higher off-system sales. These favorable impacts more than offset the unfavorable $12.5 weather-mitigated margin impact.

Degree days in Spire Missouri's service areas during the three months ended March 31, 2026 were 13.1% warmer than normal, and 13.6% warmer than the comparable prior year period. Spire Missouri's total system volume sold and transported were 629.5 million centum (Latin for "hundred") cubic feet (CCF) for the quarter, compared with 731.1 million CCF for the same period in the prior year. Total off-system volume sold and transported were 17.3 million CCF for the current-year quarter, compared with 25.9 million CCF a year ago.

O&M expenses for the current-year quarter increased $3.2 versus the prior-year quarter. This increase reflects higher expense levels for non-payroll operations and bad debt expense that were only partly offset by employee-related costs.

Depreciation and amortization expenses increased $8.8 versus the prior-year quarter due to higher rates approved in the recent rate case, in addition to ongoing capital investments.

Taxes, other than income taxes increased $8.0, driven by higher pass-through gross receipts taxes, and higher property taxes due to higher amortization levels of regulatory deferrals along with continued infrastructure investments.

Interest expense increased $1.9, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.

Resulting net income for the quarter ended March 31, 2026 increased $37.3 versus the prior-year quarter.

Spire Alabama

Operating revenues for the three months ended March 31, 2026 decreased $21.8 from the same period in the prior year. This decrease was attributable to unfavorable volume impacts of $17.o, a year-over year net increase in the customer refund provision of $7.2, and a $4.6 decrease in gas cost recoveries. These negative impacts more than offset the $7.4 increase resulting from the annual RSE update.

Contribution margin was $1.5 higher versus the prior-year quarter, driven primarily by the favorable $7.1 annual RSE rate update, combined with $1.0 increase attributable to off-system sales. These impacts were only partly offset by a $6.9 decline relating to the year-over year net increase in the customer refund provision.

As measured in degree days, temperatures in Spire Alabama's service area during the three months ended March 31, 2026, were 9.8% warmer than normal, and 11.2% warmer than a year ago. Spire Alabama's total system volume sold and transported were 316.9 million CCF for the three months ended March 31, 2026, compared with 344.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were 18.0 million CCF for the current-year quarter, compared with 18.8 million CCF off-system volume sold and transported in last year's first quarter.

Reported O&M expenses for the three months ended March 31, 2026 decreased $3.7 versus the prior-year quarter. This reduction was primarily driven by lower expense levels for non-payroll operations, combined with lower employee-related costs.

Depreciation and amortization expenses increased $3.2 versus the prior-year period due to rate changes and ongoing capital investments.

Interest expense for the current-year quarter decreased $0.4 versus the prior-year quarter, primarily the result of lower average long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.

For the quarter ended March 31, 2026, resulting net income increased $2.0 versus the prior-year quarter.

EARNINGS - SIX MONTHS ENDED March 31, 2026

This section contains discussion and analysis of the results for the six months ended March 31, 2026 compared to the results for the six months ended March 31, 2025, in total and by registrant and segment.

Spire

Total Company

Net income for the year-to-date ended March 31, 2026 was $377.2 versus $290.6 in the comparable prior-year period. The increase was driven by the continuing operations of our utilities, which increased by $62.7, partially offset by higher corporate expenses and pipeline operations, net, of $18.7, combined our discontinued operations, which increased $42.6. Growth at Spire Marketing was the primary driver of the growth in net income from discontinued operations. The Company will describe further the results of its ongoing business.

Continuing Operations

Net Income and Adjusted Earnings

The following tables reconcile the Company's adjusted earnings to the most comparable GAAP number, net income.

* Includes transaction, transition and financing costs for the Piedmont Tennessee Transaction.

** 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 and in the second quarter of 2026, excludes the $8.0 impact of the February 2026 cost of redemption of Spire's 5.9% Series A Preferred Stock, including related depositary shares.

Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.

Select variances for the six m0nths ended March 31, 2026 compared to the six months ended March 31, 2025 are summarized in the following table and discussed below.

The increase in interest expense reflects higher levels of long-term debt and corresponding higher average long-term debt rates in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $9.6 for the six months ended March 31, 2026.. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 4.1% in the current year versus 4.5% in the prior year.

Other income increased $6.1 versus the prior-year period. Excluding the NSC Transfer impact the increase was $3.5. The principal drivers of the increase was interest income and favorable mark-to-market activity and investment gains in non-qualified benefit trusts. These benefits more than offset a decline of gas-carrying cost credits at Spire Missouri.

The increase in income taxes primarily reflects the higher current-year pre-tax book income.

The Company's other activities generated a $30.3 loss in the six months ended March 31, 2026, $18.7 higher than the prior year period. The major contributor to this variance was $38.8 pre-tax of current year costs associated with the Piedmont Tennessee acquisition that was mostly offset by the $28.9 gain on the sale of a non-core subsidiary. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.

For the year-to-date ended March 31, 2026, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $62.7 and $65.7, respectively. The year-to-date change in net income was driven by the $ 61.1 improved performance of Spire Missouri and the $5.9 increase from Spire Alabama, partly offset by the $3.0 (after-tax) goodwill impairment relating to the divestiture of Spire Mississippi.

The increase in Gas Utility operating revenues was attributable to the following factors:

The primary driver of the current year increase in revenue was the $132.6 impact of the October 2025 Missouri rate case implementation. Current year revenue also benefited from higher off system sales of $16.7and Spire Alabama's favorable annual RSE update impact of $8.1. These favorable impacts more than offset the $29.4 negative impact of lower volume usage net of weather mitigation adjustments, the $6.3 reduction attributable to lower gas cost recoveries, and the $2.9 net unfavorable change in the customer refund provision at Spire Alabama.

The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:

Contribution margin increased $118.4 versus the prior year. Contribution margin benefited from the $132.6 impact of the October 2025 Missouri rate case implementation, $7.9 attributable to the Alabama RSE annual update, combined with $5.4 higher off system sales. As previously disclosed, most of the Alabama RSE benefit was offset by year-over-year changes to the customer refund provision. These favorable impacts more than offset the $24.8 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama and the $2.8 net unfavorable change to the Spire Alabama customer refund provision.

Reported operation and maintenance ("O&M") expenses for the six months ended March 31, 2026 were $3.9 higher than the prior year. Excluding the NSC Transfer impact, O&M expenses were $1.3 higher than the comparable prior year period. Lower employee-related costs and administrative expenses more than offset higher expense levels for non-payroll operations and bad debt expense.

Depreciation and amortization expenses for the year-to-date ended March 31, 2026 were $18.9 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.

Taxes, other than income taxes, increased $13.2, due to $4.4 higher gross receipts taxes resulting from higher revenues, combined with higher property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments.

Interest expense increased $3.2. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.

Spire Missouri

Operating revenues for the six months ended March 31, 2026 were $125.6 higher than the comparable prior-year period. The increase was primarily the result of four drivers: $132.6 due to implementation of the most recent rate case, higher off-system sales of $15.3, $4.4 higher gross receipts tax, and $2.3 incremental ISRS revenues. These favorable impacts were only partly offset by the $23.4 unfavorable volume impact (net of weather mitigation), and $5.3 lower gas cost recoveries.

Contribution margin for the six months ended March 31, 2026 increased $114.8 from the same period in the prior year, primarily due to the $132.6 increase relating to implementation of the most recent rate case, combined with the $3.8 impact of higher off-system sales and $2.3 incremental ISRS charges. These favorable impacts more than offset the unfavorable $23.4 weather-mitigated margin impact.

Degree days in Spire Missouri's service areas during the six months ended March 31, 2026 were 11.5% warmer than normal, and 4.8% warmer than the same period last year. Spire Missouri's total system volume sold and transported were 1,101.7 million centum (Latin for "hundred") cubic feet (CCF) for the current year, compared with 1,181.7 million CCF for the same period in the prior year. Total off-system volume sold and transported were 47.0 million CCF for the current-year, compared with 47.9 million CCF a year ago.

O&M expenses for the six months ended March 31, 2026 increased $6.7 versus the corresponding prior-year period. Excluding the NSC Transfer impact, O&M expense increased $5.9. This increase reflects higher expense levels for non-payroll operations, insurance, and bad debt expense that were only partly offset by lower employee-related costs and administrative expenses.

Depreciation and amortization expenses increased $15.9 versus the prior-year period due to higher rates approved in the recent rate case, in addition to ongoing capital investments.

Taxes, other than income taxes increased $13.2, driven by higher pass-through gross receipts taxes and higher property taxes, due primarily to higher amortization levels of regulatory deferrals along with continued infrastructure investments.

Interest expense increased $4.0, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.

Resulting net income for the six months ended March 31, 2026 increased $61.1 versus the six months ended March 31, 2025.

Spire Alabama

Operating revenues for the six months ended March 31, 2026 decreased $0.5 from the same period in the prior year. This decrease was attributable to unfavorable volume impacts of $6.0, a year-over year net increase in the customer refund provision of $2.9, and a $1.0 decrease in gas cost recoveries. These negative impacts more than offset the $8.1 increase resulting from the annual RSE update.

Contribution margin was $5.1 higher versus the prior-year comparable period, driven primarily by the favorable $7.9 annual RSE rate update, combined with $1.6 increase attributable to off-system sales. These impacts were only partly offset by a $2.8 decline relating to the year-over year net increase in the customer refund provision and a $1.4 reduction resulting from lower (weather-mitigated) volume.

As measured in degree days, temperatures in Spire Alabama's service area during the six months ended March 31, 2026, were 5.0% warmer than normal, but 0.2% colder than a year ago. Spire Alabama's total system volume sold and transported were 560.2 million CCF for the six months ended March 31, 2026, compared with 604.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 33.5 million CCF for the current-year period, compared with 35.5 million CCF off-system volume sold and transported in the prior year period.

Reported O&M expenses for the six months ended March 31, 2026 decreased $3.2 versus the prior-year period. After excluding the impact of the NSC Transfer, O&M expenses in the current year quarter were $4.7 lower than the corresponding prior year period. This reduction was primarily driven by lower expense levels for non-payroll operations, combined with lower employee-related costs.

Depreciation and amortization expenses increased $2.8 versus the prior-year period due to rate changes and ongoing capital investments.

Interest expense for the current year decreased $0.7 versus the prior-year period, primarily the result of lower average long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.

For the six months ended March 31, 2026, resulting net income increased $5.9 versus the six months ended March 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

Recent Cash Flows

For the six months ended March 31, 2026, net cash from operating activities increased $37.6 compared with the corresponding period of fiscal 2025, which included a $35.4 increase attributable to discontinued operations from the corresponding period of fiscal 2025. The key change was driven primarily by regulatory timing differences and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.

For the six months ended March 31, 2026, net cash used in investing activities decreased by $2,389.0 compared with the same period in the prior year. The change was primary attributable to the Piedmont Tennessee Transaction. Total capital expenditures were $84.2 lower than last year, with a $10.9 spending decrease in the Utilities, and approximately $73.3 decreases related to discounting operations.

Lastly, for the six months ended March 31, 2026, net cash provided by financing activities increased $2,384.7 compared with the six months ended March 31, 2025. The increase was driven primarily by $3,325.0 in borrowings predominately related to Piedmont Tennessee Transaction, $200.0 of junior subordinated notes issuances, and $400.0 of senior notes refinancing. These increases were partially offset by $580.5 reduction in debt, and the redemption of $250.0 of preferred shares. Financing cash flows were also impacted by a $74.9 decrease in stock issuances and a $27.9 increase in financing costs compared with the prior year period.

Future Cash Requirements

The Company's short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between when they purchase natural gas and when their customers pay for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with Spire Missouri's use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Utilities' PGA clauses and GSA riders, the seasonality of accounts receivable balances, and the utilization of stored gas inventories cause short-term cash requirements to vary during the year and from year to year, and may cause significant variations in the Company's cash provided by or used in operating activities.

Spire's material cash requirements as of March 31, 2026, are related to the Piedmont Tennessee Transaction, capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. The acquisition required financing of $2.50 billion.

On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of $212.0. The results of Spire Marketing have been classified as discontinued operations. The proceeds from this transaction increased the Company's available liquidity and were used, or are expected to be used in the near term, primarily to reduce debt incurred in connection with the Piedmont Tennessee Transaction.

In April 2026, Spire also announced the planned sale of its natural gas storage business, Spire Storage, for total expected consideration of approximately $650.0, subject to customary closing conditions, including regulatory approvals. Spire Storage has been classified as discontinued operations. Between the date Spire Storage was classified as discontinued operations and the date the related transaction is completed, the Company remains exposed to risks associated with changes in market conditions, regulatory approvals, and other closing conditions that could affect the timing or ultimate completion of the transaction. Any delay or material change in the terms of this disposition could affect the Company's anticipated liquidity and the timing of repayment of acquisition-related borrowings.

During the pendency of the Spire Storage disposition, Spire expects to fund the operations of this business in the ordinary course, which is not expected to be material to the Company's consolidated liquidity.

The Company does not expect to retain a financial interest in Spire Marketing or Spire Storage following their dispositions and does not anticipate material contingent liabilities that would remain with Spire after the completion of these transactions. If circumstances related to the disposition of Spire Storage were to change, the Company would reassess the impact on its liquidity, financial condition, and results of operations.

For information about these resources, see Note 8, Financing. Excluding the acquisition and divestitures, there were no material changes outside the ordinary course of business from the future cash requirements discussed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Total Company capital expenditures are planned to be $797 for fiscal 2026.

Source of Funds

It is management's view that the Company, Spire Missouri and Spire Alabama have adequate access to credit and capital markets and will have sufficient liquidity and capital resources, both internal and external, to meet anticipated requirements. Spire Missouri's and Spire Alabama's access to capital markets, including the commercial paper market, and their respective financing costs, may depend not only on current conditions in the credit and capital markets but also on the credit rating of the entity that is accessing the capital markets. Their debt is rated by two rating agencies: Standard & Poor's Corporation ("S&P") and Moody's Investors Service ("Moody's"). The debt ratings of the Company, Spire Missouri and Spire Alabama (shown in the following table) remain at investment grade with a stable outlook for Moody's. S&P ratings also remain at investment grade with a negative outlook.

Cash and Cash Equivalents

Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of March 31, 2026.

Short-term Debt

The Company's short-term cash requirements can be met through the sale of up to $1,500.0 of commercial paper or through the use of Spire's $1,500.0 revolving credit facility. For information about these resources, see Note 8, Financing, of the Notes to Financial Statements in Item 1 and "Interest Rate Risk" under "Market Risk" below.

In addition to the commercial paper program and revolving credit facility, as part of funding of the Company's previously announced Piedmont Tennessee acquisition, the Company entered into a Delayed Draw Term Loan Agreement providing up to $800.0 of senior unsecured delayed draw term loan commitments, consisting of a $600.0 Tranche A facility and a $200.0 Tranche B facility, maturing no later than March 30, 2027. Borrowings under Tranche A are expected to be used, together with cash on hand and/or capital markets proceeds, and related costs, while Tranche B borrowings may be used for general corporate purposes. Borrowings bear interest at either a base rate or adjusted term SOFR plus 0.85%, and the agreement includes a ticking fee on undrawn commitments. The DDTL Agreement contains customary covenants, including a maximum consolidated capitalization ratio of 70%, and customary events of default. For information about these resources, see Note 8, Financing.

Long-term Debt and Equity

Factoring in the current portion of long-term debt, the Company's long-term consolidated capitalization consisted of 36% equity at March 31, 2026 and 47% equity at September 30, 2025, respectively. At March 31, 2026, Spire had outstanding principal of long-term debt totaling $6,296.5, of which $2,168.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $3,413.6 was issued by Spire and other subsidiaries.

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.

Effective October 27, 2024, Spire Missouri was authorized by the MoPSC to issue conventional term loans, first mortgage bonds, unsecured debt, preferred stock and common stock in an aggregate amount not to exceed $850.0 any time from that date through December 31, 2027. Under this authorization, through October 23, 2025, Spire Missouri has issued $74.4 of common stock and $350.0 of first mortgage bonds. Approximately $426.0 remains available for issuance under this authorization. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance.

On November 24, 2025, Spire issued $900.0 of junior subordinated notes, consisting of two $450.0 series maturing in 2056. The Series A notes bear interest at 6.250% until June 1, 2031, and the Series B notes bear interest at 6.450% until June 1, 2036, after which rates reset every five years based on the five-year U.S. Treasury rate plus a stated spread, subject to minimum rates. Interest is payable semiannually beginning June 1, 2026. Spire may defer interest payments for up to 10 consecutive years, subject to restrictions on dividends and certain junior debt payments during any deferral period. The notes are redeemable at par under specified conditions and rank junior to Spire's senior debt. Net proceeds, together with other financing sources, are expected to fund the acquisition of Piedmont Natural Gas's Tennessee operations. For more information about the junior subordinated notes, see Note 8, Financing.

On December 17, 2025, Spire Tennessee entered into a Master Note Purchase Agreement to issue $825.0 of senior unsecured notes in a private placement. In connection with the closing of the Piedmont Tennessee Transaction on March 31, 2026, Spire Tennessee issued the notes in multiple tranches with maturities from 2029 to 2038 and fixed interest rates ranging from 4.59% to 5.44%. Proceeds were used to fund the acquisition. The agreement includes customary covenants, including a Consolidated Capitalization Ratio not exceeding 70%, and provides for optional and mandatory prepayment under specified conditions. For more information about the senior unsecured notes, see Note 8, Financing.

On January 12, 2026, Spire issued $200.0 of 6.375% junior subordinated notes due 2086. Interest is payable semiannually, and the notes rank junior to all existing and future senior indebtedness. Net proceeds, together with other funds, were used to redeem all outstanding shares of Spire's 5.90% Series A Cumulative Redeemable Perpetual Preferred

Stock (aggregate $250.0 liquidation preference) or for other general corporate purposes. For more information about the junior subordinated notes, see Note 8, Financing.

On February 9, 2026, Spire Inc. issued $400.0 aggregate principal amount of 4.600% senior unsecured notes due September 1, 2031 (the "2031 Senior Notes"). Interest on the 2031 Senior Notes is payable semiannually beginning September 1, 2026, and the notes may be redeemed prior to August 1, 2031 at a make-whole redemption price or, thereafter, at par, in each case plus accrued interest. The notes rank equally with the Company's other unsecured and unsubordinated indebtedness. Proceeds from the issuance were used to repay $350.0 of the Company's 5.300% Senior Notes due March 1, 2026, with remaining proceeds available to fund the pending acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or for general corporate purposes.

Under Spire's "at-the-market" (ATM) equity distribution agreement and as authorized by its board of directors, the Company may offer and sell, from time to time, shares of its common stock (including shares of common stock that may be sold pursuant to forward sale agreements entered into in connection with the ATM equity distribution agreement). Settled sales under this ATM program are included in "Common stock issued" in the Consolidated Statements of Shareholders' Equity. In the second and third quarters of fiscal 2024, Spire executed forward sale agreements for a total of 542,515 shares of its common stock, which were settled in December 2024, generating $32.4 of net proceeds. In the fourth quarter of fiscal 2024, Spire executed forward sale agreements for 663,619 shares of its common stock, which were settled in March 2025, generating proceeds of $42.4. As of March 31, 2026, under the ATM program, Spire may sell additional shares with an aggregate offering price of up to $123.6 through January 2027.

For more information about the issuance of common stock under Spire's ATM equity distribution agreement, see Note 6, Shareholders' Equity, of the Notes to Financial Statements in Item 1.

Spire has a shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 250,000 shares remaining available for issuance under this Form S-3, which expires on April 30, 2029. Spire and Spire Missouri also have a universal shelf registration statement on Form S-3 on file with the SEC for the issuance of various equity and debt securities, which expires on May 7, 2028.

ENVIRONMENTAL MATTERS

The Utilities and other Spire subsidiaries 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, Spire Missouri's, or Spire Alabama's financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the Company and the Utilities may be required to incur additional costs. For information relative to environmental matters, see Contingencies in Note 13 of the Notes to Financial Statements in Item 1.

REGULATORY MATTERS

For discussions of regulatory matters for Spire, Spire Missouri, and Spire Alabama, see Note 7, Regulatory Matters, of the Notes to Financial Statements in Item 1.

ACCOUNTING PRONOUNCEMENTS

The Company, Spire Missouri and Spire Alabama have evaluated or are in the process of evaluating the effects that recently issued accounting standards will have on the companies' financial position or results of operations upon adoption.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP, which requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of Spire, Spire Missouri, and Spire Alabama's combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and include regulatory accounting, employee benefits and postretirement obligations, and income taxes. There were no significant changes to critical accounting estimates during the six months ended March 31, 2026.

For discussion of other significant accounting policies, see Note 1 of the Notes to Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to Financial Statements included in Spire, Spire Missouri, and Spire Alabama's combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

MARKET RISK

There were no material changes in the Company's commodity price risk or counterparty credit risk as of March 31, 2026, relative to the corresponding information provided in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Spire enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates. At March 31, 2026, the following swaps were outstanding:

The two interest rate swaps entered into during the first quarter of fiscal 2025 are hedging $350.0 of the Company's short-term commercial paper program. As of March 31, 2026, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $3.5 on open swap contracts.