BANK OF MONTREAL
BMO CAPITAL MARKETS CORP.
151 W 42nd Street

New York, NY 10036

Borrower:

Spire Inc. a Missouri corporation (the “Borrower” or the “Company”).

Lead Arranger and Bookrunner:

BMO Capital Markets Corp. (in such capacity, the “Lead Arranger”).

Lenders:

Bank of Montreal and a syndicate of banks, financial institutions and other entities selected in accordance with Section 2 of the Commitment Letter (the “Lenders”).

Administrative Agent:

Bank of Montreal (in such capacity, the “Administrative Agent”).

Type and Amount of Tranche A Facility:

Unsecured senior bridge facility (the “Tranche A Facility”) consisting of bridge loans (the “Tranche A Loans”) in an aggregate principal amount up to $1,880,000,000.

Type and Amount of Tranche B Facility:

Unsecured senior bridge facility (the “Tranche B Facility” and, together with the Tranche A Facility, the “Facilities”) consisting of bridge loans (the “Tranche B Loans” and, together with the Tranche A Loans, the “Bridge Loans”) in an aggregate principal amount up to $600,000,000.

Use of Proceeds:

The proceeds of the Bridge Loans will be used to finance (i) the consummation of the acquisition of a business previously identified to the Lead Arranger and identified as “Blue Ridge” (such acquisition, the “Acquisition,” and such business, the “Acquired Business”) and (ii) the payment of fees and expenses incurred in connection with the Acquisition, the Facilities and related transactions (collectively, the “Transactions”).

Closing Date:

The date on which the Acquisition is consummated and funding of the Facilities occurs (the “Closing Date”).

Availability:

Each Facility will be available in one draw in U.S. dollars in an aggregate principal amount up to the full amount of such Facility on the Closing Date. Any undrawn Commitments on the Closing Date (after giving effect to such draw) shall be immediately terminated. Any amounts drawn under the Facilities that are repaid or prepaid may not be reborrowed.

Documentation:

The definitive documentation for the Facilities (the “Financing Documentation”) shall initially be prepared by counsel to the Lead Arranger and be consistent with this Term Sheet and otherwise substantially consistent with the Second Amended and Restated Loan Agreement, dated as of October 11, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Borrower Revolver”), among the Borrower, the other borrowers party thereto, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other financial institutions from time to time party thereto, as modified to reflect (i) the proposed Transactions and the terms and conditions set forth herein, in the Fee Letter and in the Commitment Letter, with operational and other technical modifications to be mutually agreed that are customary for bridge loan facilities of this type, (ii) operational and administrative requirements of the Administrative Agent and updates for changes in law (including customary provisions relating to outbound investment rules) and (iii) such modifications as are necessary to give due regard to the operational and strategic requirements of the Company and its subsidiaries and its industries, business, tax structure, financial account and proposed business plan (the “Documentation Principles”).

Ranking:

The Bridge Loans will be senior debt of the Borrower, ranking pari passu with all other unsecured senior debt of the Borrower.

Guarantors:

None, subject to the obligation of future subsidiaries to guarantee the Facilities as set forth under “Affirmative Covenants”.

Security:

None.

Interest & Fees:

Interest rates and fees in connection with the Bridge Loans will be as specified in the Fee Letter and on Schedule I attached hereto.

Maturity:

The Bridge Loans under both Facilities will mature on the date that is 364 days after the Closing Date (the “Maturity Date”).

Mandatory Prepayments / Commitment Reductions:

Prior to the Closing Date, commitments in respect of the Facilities shall be permanently reduced, and after the Closing Date, Bridge Loans outstanding under the Facilities shall be prepaid, in each case, without premium or penalty and in an amount equal to (i) 100% of the Net Cash Proceeds (to be defined in the Financing Documentation) received by the Borrower or its subsidiaries from all asset sales outside the ordinary course of business and other dispositions of property (including proceeds of insurance and condemnation proceeds to the extent not used or committed to be used for assets necessary, used or useful in the operation of the Borrower’s business within 180 days thereof), in each case in excess of $50,000,000, but in each case excluding any intercompany sales or intercompany dispositions of assets and any dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (ii) the aggregate amount of any decrease in the cash consideration payable in respect of the Acquisition, (iii) 100% of (x) the Capital Markets Proceeds received by the Borrower or its subsidiaries or (y) commitments made to the Borrower or its subsidiaries, in each case, after the date of the Commitment Letter in the form of a term loan facility (including a delayed draw term loan facility) that is entered into for the purpose of providing financing for the Acquisition or providing bridge financing for a prospective asset sale (the “Permanent Term Loan Facility”) and (iv) 100% of the Capital Markets Proceeds received by the Borrower or its subsidiaries from any facility, issuance, incurrence of debt or other source of Permanent Financing other than the Permanent Term Loan Facility; provided that all mandatory prepayments of Bridge Loans or commitment

reductions under the Facilities made pursuant to (a) clauses (i) and (iii) shall be applied first to the Tranche B Facility (and if replaced with a Permanent Term Loan Facility, applied to such Permanent Term Loan Facility) and, if such application results in the prepayment of all Tranche B Loans or the permanent reduction of Tranche B Commitments (in each case, if replaced with a Permanent Term Loan Facility, then such prepayment or commitment reduction shall be applied thereto) to $0, then second, to the extent of any excess amount, to the Tranche A Facility, (b) clause (iv) shall be applied first to the Tranche A Facility and, if such application results in the prepayment of all Tranche A Loans or the permanent reduction of Tranche A Commitments to $0, then second, to the extent of any excess amount, to the Tranche B Facility (and if replaced with a Permanent Term Loan Facility, applied to such Permanent Term Loan Facility) and (c) clause (ii) shall be applied pro rata to Tranche A and Tranche B (and if replaced with a Permanent Term Loan Facility, applied to such Permanent Term Loan Facility). Any required commitment reduction under the Facilities shall be automatically effective on the same day as such Net Cash Proceeds or Capital Markets Proceeds are received, such decrease in cash consideration occurs or such Permanent Term Loan Facility commitments are made. Any mandatory prepayment resulting from the receipt of Net Cash Proceeds or Capital Markets Proceeds after the Closing Date shall be made within three business days of receipt of such Net Cash Proceeds or Capital Markets Proceeds, as the case may be.

“Capital Markets Proceeds” means (x) all Net Cash Proceeds from the issuance of additional equity interests (including, without limitation, common equity, preferred equity, equity-linked securities, hybrid securities, convertible securities, forward sales of equity or other equity securities) in the Borrower or any of its subsidiaries to persons other than the Borrower and any of its subsidiaries and (y) all Net Cash Proceeds from the issuance or incurrence of debt of the Borrower or any of its subsidiaries to persons other than the Borrower and any of its subsidiaries, in each case that are received by the Borrower or any of its subsidiaries (provided that, solely in the case of forward sales of equity, Net Cash Proceeds will be deemed received as of the date that the contract for such forward sale of equity is executed) or funded into

escrow on behalf of the Borrower or any of its subsidiaries pending the closing of the Acquisition, in each case other than any such Net Cash Proceeds received from (i) the issuance or incurrence of debt under (A) the Facilities, (B) the Existing Borrower Revolver, including any amendments, restatements, amendments and restatements, supplements or other modifications, and increases in commitments thereunder of up to an aggregate principal amount of $275,000,000; (ii) the issuance or incurrence of debt by the Borrower or any of its subsidiaries in the ordinary course of business, including from sale leaseback or other lease transactions in an aggregate principal amount not to exceed $100,000,000, (iii) the issuance of commercial paper and similar short-term debt in the ordinary course of business; (iv) any issuance or sale of equity securities pursuant to any equity incentive plan, employee benefit or compensation plan of the Borrower or the Borrower’s dividend reinvestment plan; (v) any issuance or sale of equity securities by the Borrower’s subsidiaries to the Borrower or its subsidiaries; (vi) the issuance or incurrence of intercompany debt among the Borrower and its direct or indirect parents or subsidiaries; (vii) the issuance of any letters of credit in the ordinary course of business, swap agreements and any other commodity or currency derivatives in the ordinary course of business; (viii) the issuance or incurrence of any purchase money indebtedness, capital or synthetic lease obligations, industrial bonds or similar obligations (provided the proceeds of which would not be used to pay the cash consideration payable in respect of the Acquisition); (ix) the issuance and incurrence of up to $35,000,000 aggregate principal amount of indebtedness of Spire Alabama Inc. (to the extent the use of proceeds thereof is to refinance its existing notes due September 2025 and is not related to the Acquisition); (x) the issuance and incurrence of up to $350,000,000 aggregate principal amount of indebtedness of the Company (to the extent the use of proceeds thereof is to refinance its existing notes due March 2026 and is not related to the Acquisition); and (xi) the issuance or incurrence of any trade, seller or customer finance-related financing.

Each such prepayment will be made together with accrued interest to the date of prepayment, if any, but without premium or penalty (except breakage costs

related to prepayments not made on the last day of the relevant interest period).

Optional Redemption:

The commitments in respect of either Facility may be permanently reduced, and the Bridge Loans thereunder may be prepaid at any time, in whole or in part (if in part, in a minimum principal amount and in multiples to be agreed upon), at the option of the Borrower, without premium or penalty, upon notice, at 100% of the principal amount of the Bridge Loans repaid or commitments permanently reduced, plus accrued fees and all accrued and unpaid interest and fees (including any breakage costs) to the date of the repayment on or related to the amount prepaid, if any.

Conditions Precedent to Funding:

The funding of the Bridge Loans will be subject only to satisfaction (or waiver) of the conditions precedent expressly set forth in Annex B of the Commitment Letter.

Representations and Warranties:

The representations and warranties in the Financing Documentation will be made on the date the Facilities Documentation becomes effective (the “Effective Date”) and the Closing Date and will be substantially consistent with those found in the Existing Borrower Revolver (subject to the Limited Conditionality Provision and the Documentation Principles), including, without limitation, the following: corporate existence and power; corporate authorization; binding effect; governmental and third-party authorizations; litigation; taxes; subsidiaries; no material adverse effect; financial statements; non-contravention with charter documents and applicable law; no breach or default of any contractual obligation; no liens or security interests created or imposed; ERISA matters; margin regulations; Investment Company Act; labor relations; compliance with laws; use of proceeds; full disclosure; solvency; status as senior debt; Beneficial Ownership Certification; PATRIOT Act; OFAC, anti-terrorism laws, anti-corruption laws; Foreign Corrupt Practices Act; no default; and Affected Financial Institutions.

Affirmative Covenants:

The affirmative covenants in the Financing Documentation will be substantially consistent with those found in the Existing Borrower Revolver (subject to the Documentation Principles) including, without limitation, the following: financial reporting

(including annual audited and quarterly unaudited financial statements (in each case, accompanied by covenant compliance certificates)) and other information regarding the business and financial condition of the Borrower (as reasonably requested by the Administrative Agent); maintenance of existence, properties and insurance; compliance with laws and regulations; notices of defaults, litigation and other material events; payment of obligations; maintenance of books and records; right of the Lenders to inspect property and books and records; environmental laws; obligation of future subsidiaries to guarantee the Facilities; and further assurances. The affirmative covenants shall apply from and after the Effective Date.

Negative Covenants:

The negative covenants in the Financing Documentation will be substantially consistent with those found in the Existing Borrower Revolver (subject to the Documentation Principles) including, without limitation, the following: limitation on liens; limitations on the sale or discounting of any accounts; limitation on consolidation, merger, sale of property and other assets; limitation on transactions with affiliates; limitations on changes in nature of business; limitations on investments and acquisitions; limitations on restrictive agreements; and use of proceeds. The negative covenants shall apply from and after the Effective Date.

Financial Covenant:

Maximum Debt to Capitalization Ratio: The Financing Documentation will contain a requirement that the Borrower have, at the end of each of its fiscal quarters (commencing with the first fiscal quarter end date occurring after the Closing Date), a ratio of (i) Consolidated Debt to (ii) Consolidated Capitalization of the Borrower of not more than 0.70 to 1.0 (each as defined in the Existing Borrower Revolver).

Events of Default:

The events of default in the Financing Documentation will be substantially consistent with those found in the Existing Borrower Revolver (subject to the Documentation Principles) including, without limitation, the following: non-payment of obligations; inaccuracy of representation or warranty; non-performance of covenants and obligations; default on other material debt; default on the Existing Borrower Revolver; bankruptcy or insolvency; ERISA; material judgments; actual or asserted invalidity or

unenforceability of the applicable transaction documents; and change in control.

Yield Protection and Increased Costs:

The Financing Documentation will contain cost and yield protection provisions that are substantially consistent with those contained in the Existing Borrower Revolver (including with respect to the Dodd-Frank Act and the Basel III Accord).

Assignments and Participations:

Prior to the Closing Date, the Lenders will be permitted to assign commitments under the Facilities with the consent of the Borrower, not to be unreasonably withheld or delayed; provided that such consent of the Borrower (x) shall not be required (i) if such assignment is made to another Lender under the Facilities or an affiliate of any such Lender or (ii) after the occurrence and during the continuance of an event of default and (y) shall be deemed to have been given if the Borrower has not responded within ten (10) business days after receipt of a request for such consent. From the Closing Date, the Lenders will be permitted to assign loans under the Facilities with the consent of the Administrative Agent and the consent of the Borrower; provided that such consent of the Borrower (x) shall not be required (i) if such assignment is made to another Lender under the Facilities or an affiliate or approved fund of any such Lender or (ii) after the occurrence and during the continuance of an event of default and (y) shall be deemed to have been given if the Borrower has not responded within five (5) business days after receipt of a request for such consent. Participations will be permitted without the consent of the Borrower or the Administrative Agent in minimum acceptable amounts.

No assignment or participation may be made to natural persons, the Borrower or any of its affiliates or subsidiaries or to any defaulting Lender.

Required Facility Lenders:

With respect to each Facility, on any date of determination, those Lenders (other than defaulting Lenders) who collectively hold more than 50% of the aggregate outstanding Bridge Loans and commitments under such Facility (the “Required Facility Lenders”).

Amendments and Waivers:

Amendments and waivers of the provisions of the Financing Documentation applicable to either Facility

will require the approval of the Required Facility Lenders in respect of such Facility (subject to customary exceptions with respect to defaulting Lenders), except that (a) the consent of all Lenders directly adversely affected thereby will be required with respect to (i) reductions of principal, interest or fees, (ii) extensions of scheduled maturities or times for payment and (iii) increases in commitments and (b) the consent of all Lenders will be required with respect to releases of all or substantially all of the value of any subsidiary guarantees (other than in connection with transactions permitted pursuant to the Financing Documentation), reductions in voting percentages and changes to pro rata payment sharing or waterfall provisions.

Defaulting Lender:

The Financing Documentation shall contain defaulting Lender provisions that are substantially consistent with the corresponding provisions of the Existing Borrower Revolver.

Indemnification:

The Borrower will indemnify the Lead Arranger, the Administrative Agent, each of the Lenders and their respective affiliates, partners, directors, officers, agents and advisors and hold them harmless from and against all liabilities, damages, claims, costs and reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees, disbursements, settlement costs and other charges of one firm of counsel for all such indemnified parties, taken as a whole, and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such indemnified parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the indemnified party affected by such conflict informs you of such conflict and thereafter retains its own counsel, of one additional firm of counsel for such affected indemnified party)) relating to the Transactions or any transactions related thereto and the Borrower’s use of the loan proceeds; provided that no indemnitee will have any right to indemnification for any of the foregoing to the extent resulting from (x) such indemnitee’s own gross negligence, fraud or willful misconduct or (y) a claim brought by the Borrower against an indemnitee for breach in bad faith of such indemnitee’s funding obligations under the Financing Documentation, in

each case as determined by a final non-appealable judgment of a court of competent jurisdiction. This indemnification shall survive and continue for the benefit of all such persons or entities.

Expenses:

The Borrower will reimburse the Lead Arranger and the Administrative Agent (and all Lenders in the case of enforcement costs and documentary taxes) for all reasonable and documented out-of-pocket costs and expenses in connection with the syndication, negotiation, execution, delivery, administration and enforcement of the Financing Documentation and any amendment or waiver with respect thereto (including, without limitation, reasonable and documented out-of-pocket fees and expenses of one firm of counsel for all such parties, taken as a whole, and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such parties, taken as a whole (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs you of such conflict and thereafter retains its own counsel, of one additional firm of counsel for such affected party)) whether or not any Bridge Loans are funded.

Governing Law and Forum:

New York.

Waiver of Jury Trial and Punitive and Consequential Damages:

All parties to the Financing Documentation shall waive the right to trial by jury and the right to claim punitive or consequential damages.

Counsel for the Lead Arranger and the Administrative Agent:

Davis Polk & Wardwell LLP.

Interest:

At the Borrower’s option, Bridge Loans will bear interest at either (x) the Base Rate plus the Applicable Margin (as defined below) (such loans, “Base Rate Loans”) or (y) Adjusted Term SOFR plus the Applicable Margin (as defined below) (such loans, “Term SOFR Loans”).

The Borrower may select interest periods of one, three or six months for Term SOFR Loans. Interest shall be payable (a) at the end of the selected interest period, but no less frequently than every three months, and (b) on the Maturity Date.

The “Base Rate” and “Adjusted Term SOFR” shall be as defined in the Existing Borrower Revolver, with adjustments made to account for the reasonable administrative and operational policies of the Administrative Agent; provided that, for the avoidance of doubt, Adjusted Term SOFR shall include a 10.0 bps credit spread adjustment.

Default Interest:

(i) If all or a portion of the principal amount of any Bridge Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2%, and (ii) if all or a portion of any interest payable on any Bridge Loan or any fee or other amount payable under the credit agreement shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).

Applicable Margin:

The Applicable Margin for the Facilities will be determined in accordance with the Pricing Grid set forth below; provided that the Applicable Margin for each Pricing Level shall permanently increase by 25 basis points on the 90th day after the Closing Date, and on each subsequent 90th day thereafter, in each case, if any Bridge Loan remains outstanding on such date.

Duration Fees:

The Borrower will pay to the Administrative Agent for the ratable benefit of the Lenders the following fees (the “Duration Fees”), calculated as a percentage of the aggregate principal amount of Bridge Loans outstanding under the Facilities on the following dates and payable on such dates if all Bridge Loans (if any) under the Facilities have not been paid in full prior to such date:

Other Fees:

The Lead Arranger and the Administrative Agent will receive such other fees as will have been agreed in the Fee Letter between them and the Borrower.

Pricing Grid:

The Applicable Margins with respect to the Facilities shall be based on the Debt Rating (as defined below) pursuant to the following grid: