QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission
File Number
Name of Registrant, Address of Principal
Executive Offices and Telephone Number
State of
Incorporation
I.R.S. Employer
Identification Number
1-16681
Spire Inc.
700 Market Street
St. Louis, MO63101
314-342-0500
Missouri
74-2976504
1-1822
Spire Missouri Inc.
700 Market Street
St. Louis, MO63101
314-342-0500
Missouri
43-0368139
2-38960
Spire Alabama Inc.
605 Richard Arrington Blvd N
Birmingham, AL35203
205-326-8100
Alabama
63-0022000
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (only applicable for Spire Inc.):
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock $1.00 par value
SR
New York Stock Exchange LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share
SR.PRA
New York Stock Exchange LLC
6.375% Junior Subordinated Notes due 2086
SRJN
New York Stock Exchange LLC
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days.
Spire Inc.
Yes ☒
No ☐
Spire Missouri Inc.
Yes☒
No ☐
Spire Alabama Inc.
Yes☒
No ☐
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Spire Inc.
Yes☒
No ☐
Spire Missouri Inc.
Yes☒
No ☐
Spire Alabama Inc.
Yes☒
No ☐
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer
Accelerated filer
Non- accelerated
filer
Smaller reporting
company
Emerging
growth
company
Spire Inc.
X
Spire Missouri Inc.
X
Spire Alabama Inc.
X
If an emerging growth company, indicate by check mark if each registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Spire Inc.
☐
Spire Missouri Inc.
☐
Spire Alabama Inc.
☐
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Spire Inc.
Yes ☐
No ☒
Spire Missouri Inc.
Yes ☐
No ☒
Spire Alabama Inc.
Yes ☐
No ☒
The number of shares outstanding of each registrant’s common stock as of January 30, 2026, was as follows:
Spire Inc.
Common Stock, par value $1.00 per share
59,096,588
Spire Missouri Inc.
Common Stock, par value $1.00 per share (all owned by Spire Inc.)
26,822
Spire Alabama Inc.
Common Stock, par value $0.01 per share (all owned by Spire Inc.)
1,972,052
Spire Missouri Inc. and Spire Alabama Inc. meet the conditions set forth in General Instructions H(1)(a) and (b) to Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instructions H(2) to Form 10-Q.
This combined Form 10-Q represents separate filings by Spire Inc., Spire Missouri Inc., and Spire Alabama Inc. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants, except that information relating to Spire Missouri Inc. and Spire Alabama Inc. are also attributed to Spire Inc.
Spire and its subsidiaries unless the context suggests otherwise
SEC
U.S. Securities and Exchange Commission
Degree days
The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted
Spire
Spire Inc.
FASB
Financial Accounting Standards Board
Spire Alabama
Spire Alabama Inc.
FERC
Federal Energy Regulatory Commission
Spire EnergySouth
Spire EnergySouth Inc., the parent of Spire Gulf and Spire Mississippi
GAAP
Accounting principles generally accepted in the United States of America
Spire Gulf
Spire Gulf Inc.
Gas Marketing
Segment including Spire Marketing, which provides natural gas marketing services
Spire Marketing
Spire Marketing Inc.
Gas Utility
Segment including the operations of the Utilities
Spire Mississippi
Spire Mississippi Inc.
GSA
Gas Supply Adjustment
Spire Missouri
Spire Missouri Inc.
ISRS
Infrastructure System Replacement Surcharge
Spire MoGas Pipeline or MoGas
Spire MoGas Pipeline LLC, a 263-mile FERC-regulated natural gas pipeline, together with Omega Pipeline, a connected 75-mile gas distribution system in Missouri
Midstream
Segment including Spire Storage, Spire STL Pipeline and Spire MoGas Pipeline
Spire STL Pipeline
Spire STL Pipeline LLC, or the 65-mile FERC-regulated pipeline it constructed and operates to deliver natural gas into eastern Missouri
MoPSC
Missouri Public Service Commission
Spire Storage
The physical natural gas storage operations of Spire Storage West LLC and Spire Storage Salt Plains LLC
MSPSC
Mississippi Public Service Commission
U.S.
United States
O&M
Operation and maintenance
Utilities
Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth
The interim financial statements included herein have been prepared by three separate registrants — Spire Inc. (“Spire” or the “Company”), Spire Missouri Inc. (“Spire Missouri”) and Spire Alabama Inc. (“Spire Alabama”) — without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the registrants’ combined Form 10-K for the fiscal year ended September 30, 2025.
The Financial Information in this Part I includes separate financial statements (i.e., statements of income and comprehensive income, balance sheets, statements of shareholders’ equity and statements of cash flows) for Spire, Spire Missouri and Spire Alabama. The Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are also included and presented herein on a combined basis for Spire, Spire Missouri and Spire Alabama.
Non-utility Property (net of accumulated depreciation and amortization of $139.2, $129.4 and $103.9 at December 31, 2025, September 30, 2025, and December 31, 2024, respectively)
Preferred stock ($25.00 par value per share; 10.0 million depositary shares authorized, issued and outstanding at December 31, 2025, September 30, 2025, and December 31, 2024)
$
242.0
$
242.0
$
242.0
Common stock (par value $1.00 per share; 70.0 million shares authorized; 59.1 million, 59.0 million, and 58.3 million shares issued and outstanding at December 31, 2025, September 30, 2025, and December 31, 2024, respectively)
59.1
59.0
58.3
Paid-in capital
1,981.8
1,981.4
1,933.7
Retained earnings
1,127.7
1,087.6
1,050.5
Accumulated other comprehensive income
22.1
19.4
24.4
Total Shareholders' Equity
3,432.7
3,389.4
3,308.9
Temporary equity
5.9
6.1
8.4
Long-term debt (less current portion)
4,449.4
3,369.4
3,697.7
Total Capitalization
7,888.0
6,764.9
7,015.0
Current Liabilities:
Current portion of long-term debt
488.1
487.5
42.5
Notes payable
412.0
1,317.0
1,158.0
Accounts payable
309.5
248.3
292.3
Advance customer billings
48.9
58.1
59.2
Wages and compensation accrued
29.7
54.1
28.7
Customer deposits
34.1
32.8
31.6
Taxes accrued
63.5
109.1
61.4
Regulatory liabilities
34.4
39.4
51.0
Other
293.1
202.3
266.5
Total Current Liabilities
1,713.3
2,548.6
1,991.2
Deferred Credits and Other Liabilities:
Deferred income taxes
914.1
887.4
838.3
Pension and postretirement benefit costs
47.7
74.7
126.6
Asset retirement obligations
589.5
583.2
586.0
Regulatory liabilities
587.6
578.0
577.2
Other
141.7
138.5
141.5
Total Deferred Credits and Other Liabilities
2,280.6
2,261.8
2,269.6
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities
$
11,881.9
$
11,575.3
$
11,275.8
See the accompanying Notes to Financial Statements.
Paid-in capital and common stock (par value $1.00 per share; 50.0 million shares authorized; 26,822 issued and outstanding at December 31, 2025 and September 30, 2025, respectively, 26,280 shares issued and outstanding at December 31, 2024)
$
929.3
$
929.3
$
887.1
Retained earnings
1,311.3
1,239.1
1,164.2
Accumulated other comprehensive loss
(0.7
)
(0.7
)
(1.9
)
Total Shareholder's Equity
2,239.9
2,167.7
2,049.4
Long-term debt (less current portion)
2,152.7
1,953.6
1,803.6
Total Capitalization
4,392.6
4,121.3
3,853.0
Current Liabilities:
Notes payable – associated companies
465.7
566.3
580.9
Accounts payable
121.5
98.9
107.3
Accounts payable – associated companies
16.6
21.4
8.0
Advance customer billings
34.1
43.2
42.4
Wages and compensation accrued
17.4
27.0
16.2
Customer deposits
7.3
7.2
6.5
Taxes accrued
27.4
65.8
25.3
Regulatory liabilities
10.5
13.9
17.4
Other
127.2
64.3
104.6
Total Current Liabilities
827.7
908.0
908.6
Deferred Credits and Other Liabilities:
Deferred income taxes
617.9
598.7
581.7
Pension and postretirement benefit costs
47.4
72.4
91.1
Asset retirement obligations
96.5
95.5
96.6
Regulatory liabilities
490.9
481.3
486.0
Other
77.8
72.6
68.3
Total Deferred Credits and Other Liabilities
1,330.5
1,320.5
1,323.7
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities
$
6,550.8
$
6,349.8
$
6,085.3
See the accompanying Notes to Financial Statements.
SPIRE INC., SPIRE MISSOURI INC. AND SPIRE ALABAMA INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in millions, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION – These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (“Spire” or the “Company”) presented on a consolidated basis, Spire Missouri Inc. (“Spire Missouri”) and Spire Alabama Inc. (“Spire Alabama”). Spire Missouri, Spire Alabama and Spire EnergySouth Inc. (“Spire EnergySouth”) are wholly owned subsidiaries of Spire. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth (Spire Gulf Inc. and Spire Mississippi Inc.) are collectively referred to as the “Utilities.”
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire, Spire Missouri and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.
NATURE OF OPERATIONS – Spire has three reportable segments: Gas Utility, Gas Marketing, and Midstream. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and earnings. The Gas Utility segment is comprised of the operations of: Spire Missouri, serving St. Louis, Kansas City, and other areas in Missouri; Spire Alabama, serving central and northern Alabama; and the subsidiaries of Spire EnergySouth, serving the Mobile, Alabama area and south-central Mississippi. The Gas Marketing segment Spire Marketing Inc. (“Spire Marketing”), which provides non-regulated natural gas services throughout the United States (“U.S.”). The Midstream segment includes Spire Storage, Spire STL Pipeline and Spire MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of natural gas. The activities of the Company’s other subsidiaries are reported as Other and are described in Note 10, Segment Information. Spire Missouri and Spire Alabama each have a single reportable segment.
The Company’s earnings are derived primarily from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business and the volumetric Spire Missouri rate design, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.
REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations. This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.
As authorized by the Missouri Public Service Commission (“MoPSC”), the Mississippi Public Service Commission (“MSPSC”) and the Alabama Public Service Commission (“APSC”), the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (“GSA”) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 5, Regulatory Matters.
DERIVATIVES – In the course of their business, certain subsidiaries of Spire enter into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded within operating revenues on a gross basis in the Condensed Consolidated Statements of Income. Contracts not designated as normal purchases or normal sales are within the scope of FASB ASC Topic 815 and are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes, with income and expenses presented on a net basis in natural gas expenses in the Condensed Consolidated Statements of Income. Spire also enters into cash flow hedges through execution of interest rate swap contracts to protect itself against adverse movements in interest rates.
TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated financial statements of Spire. As reflected in their separate financial statements, Spire Missouri and Spire Alabama borrowed funds from the Company and incurred related interest. Spire Missouri and Spire Alabama also participated in normal intercompany shared services transactions. Spire Missouri’s and Spire Alabama’s other transactions with affiliates are presented below:
Three Months Ended December 31,
2025
2024
Spire Missouri
Purchases of natural gas from Spire Marketing
$
3.5
$
2.2
Transportation services received from Spire STL Pipeline
8.2
8.1
Transportation services received from Spire MoGas Pipeline
1.8
1.8
Spire Alabama
Purchases of natural gas from Spire Marketing
$
—
$
4.9
RESTRICTED CASH AND OTHER INVESTMENTS – In Spire’s statement of cash flows, total Cash, Cash Equivalents, and Restricted Cash included $35.8, $35.5 and $30.4 of restricted cash reported in “Other Investments” on the Company’s balance sheet as of December 31, 2025, September 30, 2025, and December 31, 2024, respectively (in addition to amounts shown as “Cash and cash equivalents”). This restricted cash has been segregated and invested in debt securities in trust accounts based on collateral requirements for reinsurance at Spire’s risk management company.
ACCRUED CAPITAL EXPENDITURES – Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.
December 31,
September 30,
December 31,
2025
2025
2024
Spire
$
51.0
$
82.5
$
73.7
Spire Missouri
39.7
61.8
38.1
Spire Alabama
3.8
9.5
10.5
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES – Trade accounts receivable are recorded at the amounts due from customers, including unbilled amounts. Accounts receivable are written off when they are deemed to be uncollectible. An allowance for expected credit losses is estimated and updated based on relevant data and trends such as accounts receivable aging, historical write-off experience, current write-off trends, economic conditions, and the impact of weather and availability of customer payment assistance on collection trends. For the Utilities, net write-offs as a percentage of revenue has historically been the best predictor of base net write-off experience over time. Management judgment is applied in the development of the allowance due to the complexity of variables and subjective nature of certain relevant factors. The accounts receivable of Spire’s non-utility businesses are evaluated separately from those of the Utilities. The allowance for credit losses for those other businesses is based on a continuous evaluation of the individual counterparty risk and is not significant for the periods presented. Activity in the allowance for credit losses is shown in the following table.
The following tables show revenue disaggregated by source and customer type.
Three Months Ended December 31,
2025
2024
Spire
Gas Utility:
Residential
$
474.9
$
411.5
Commercial and industrial
148.4
133.7
Transportation
37.1
34.6
Off-system and other incentive
19.7
11.5
Other customer revenue
4.6
0.8
Total revenue from contracts with customers
684.7
592.1
Changes in accrued revenue under alternative revenue programs
8.6
21.4
Total Gas Utility operating revenues
693.3
613.5
Gas Marketing
41.1
33.0
Midstream
39.0
33.5
Other
5.6
4.7
Total before eliminations
779.0
684.7
Eliminations
(16.8
)
(15.6
)
Total Operating Revenues
$
762.2
$
669.1
Spire Missouri
Residential
$
372.6
$
321.8
Commercial and industrial
103.3
93.8
Transportation
11.2
9.4
Off-system and other incentive
17.3
9.9
Other customer revenue
2.6
2.8
Total revenue from contracts with customers
507.0
437.7
Changes in accrued revenue under alternative revenue programs
9.4
19.8
Total Operating Revenues
$
516.4
$
457.5
Spire Alabama
Residential
$
83.7
$
72.4
Commercial and industrial
32.9
28.9
Transportation
23.1
22.5
Off-system and other incentive
2.4
1.6
Other customer revenue
0.7
(3.2
)
Total revenue from contracts with customers
142.8
122.2
Changes in accrued revenue under alternative revenue programs
(1.1
)
(1.8
)
Total Operating Revenues
$
141.7
$
120.4
Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Company, Spire Missouri, and Spire Alabama and billed to its customers. The expense amounts (shown in the table below) are reported gross in the “Taxes, other than income taxes” line in the statements of income, and corresponding revenues are reported in “Operating Revenues.”
Weighted Average Common Shares Outstanding (in millions)
59.0
57.7
Basic Earnings Per Common Share
$
1.55
$
1.34
Diluted Earnings Per Common Share:
Net Income
$
95.0
$
81.3
Less: Provision for preferred dividends
3.7
3.7
Income allocated to participating securities
0.1
0.1
Income Available to Common Shareholders
$
91.2
$
77.5
Weighted Average Common Shares Outstanding (in millions)
59.0
57.7
Dilutive Effect of forward sales of common stock, restricted stock and restricted stock units (in millions)*
0.2
0.2
Weighted Average Diluted Common Shares (in millions)
59.2
57.9
Diluted Earnings Per Common Share
$
1.54
$
1.34
* Calculation excludes certain outstanding or potential common shares (shown in millions by period at the right) attributable to (1) forward sales of common stock, (2) stock units subject to performance or market conditions and (3) restricted stock, which could have a dilutive effect in the future
0.2
0.3
4. SHAREHOLDERS’ EQUITY
ATM Program
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 Condensed Consolidated Statements of Shareholders’ Equity. On January 25, 2024, Spire’s board approved a new authorization for the sale of additional shares with an aggregate offering price of up to $200.0 through January 2027.
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 December 31, 2025, there were no outstanding forward sales agreements.
As of December 31, 2025, under the ATM Program, Spire may sell additional shares with an aggregate offering price of up to $123.6.
On January 12, 2026, Spire issued $200.0 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2086 (the “Notes”). Spire intends to use the net proceeds from this offering, together with other funds, to redeem all outstanding shares of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (aggregate $250.0 liquidation preference) (the “Series A Preferred Stock”, upon which the corresponding 10,000,000 outstanding depositary shares representing the Series A Preferred Stock will also be redeemed. The Company expects to redeem the shares in the fiscal second quarter of 2026. For additional information regarding the issued Notes, see Note 6 - Financing.
5. REGULATORY MATTERS
As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of December 31, 2025, September 30, 2025, and December 31, 2024.
A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:
December 31,
September 30,
December 31,
2025
2025
2024
Spire
Pension and postretirement benefit costs
$
119.1
$
119.1
$
129.8
Future income taxes due from customers
153.0
152.7
150.7
Unamortized purchased gas adjustments
13.1
23.9
11.8
Other
178.5
177.0
143.1
Total Regulatory Assets Not Earning a Return
$
463.7
$
472.7
$
435.4
Spire Missouri
Pension and postretirement benefit costs
$
119.1
$
119.1
$
129.8
Future income taxes due from customers
146.9
146.6
144.5
Unamortized purchased gas adjustments
13.1
23.9
11.8
Other
178.5
177.0
143.1
Total Regulatory Assets Not Earning a Return
$
457.6
$
466.6
$
429.2
Like all the Company’s regulatory assets, these regulatory assets as of December 31, 2025 are probable of recovery from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be 20 years or longer, based on current Internal Revenue Service guidelines and average remaining service life of active participants, respectively. The recovery period for the PGA assets is about one year. The other items not earning a return are expected to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC, except for certain debt costs expected to be recovered over the related debt term (currently up to 2051). Spire Alabama does not have any regulatory assets that are not earning a return.
Spire Missouri
On November 12, 2025, Spire Missouri filed a PGA adjustment increase for both Missouri service territories, with rates effective November 26, 2025 reflecting changes in natural gas commodity prices.
In fiscal 2025, Spire Missouri filed a general rate case (Case No. GR-2025-0107) requesting a base rate increase. On September 3, 2025, the MoPSC approved a stipulation and agreement in Spire Missouri’s general rate case. The approved agreement provides for a base rate increase of $210.0, which became effective on October 24, 2025. The approved base rate incorporates the $72.6 already being collected from customers through Infrastructure System Replacement Surcharge (“ISRS”) for eligible capital projects through February 2025, resulting in a net base rate increase of $137.4. The terms of the agreement do not impact any amounts previously recorded. The approved rates are based on a total rate base plant in service of $4,379.6, reflecting significant infrastructure investments since Spire’s last general rate filing, and include a 7.05% post-tax total rate of return for future ISRS purposes.
The ISRS allows Spire Missouri expedited recovery for its investment to replace qualifying components of its infrastructure without the necessity of a formal rate case. All ISRS charges reset to zero on October 24, 2025 when new base rates took effect under the general rate case described above. On November 21, 2025, Spire Missouri filed an ISRS case for eligible capital projects from June 2025 through December 2025 (including estimates for November and December). The filing requests a total incremental revenue increase of $30.3 annually. A recommendation on the filing from the MoPSC Staff is due on February 19, 2026. Any rate adjustments resulting from this case would take effect in May 2026 unless otherwise expedited by the MoPSC.
Spire Alabama
The APSC has approved a Rate Stabilization and Equalization (“RSE”) mechanism. The Company continues to operate under the RSE framework beyond September 30, 2025, pending further Commission action. Under RSE, the APSC conducts reviews in March, June and September to determine whether Spire Alabama’s return on average common equity (RCE) at the end of the rate year is projected to be within the allowed range of return. Rates will be adjusted if the RCE is outside of the allowed range. Reductions in rates can be made in June, September, and December to bring the projected RCE within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4% of prior-year revenues.
On October 24, 2025, Spire Alabama made its annual RSE rate filing (based on its budget for fiscal 2026), with final rates approved on November 24, 2025, resulting in an annual revenue increase of $12.9 million, effective December 1, 2025.
Spire Alabama’s rate schedules for natural gas distribution charges contain a GSA rider which permits the pass-through to customers of changes in the cost of gas supply. In fiscal year 2025, the only GSA rate decrease occurred on October 1, 2024, and no adjustments have been implemented for fiscal year 2026. These adjustments primarily reflect changes in natural gas commodity prices.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is affected by the following regulatory matters.
Spire Gulf has similar rate regulation to Spire Alabama. On October 23, 2025, Spire Gulf made its annual RSE filing (based on its budget for fiscal 2026) reflecting an increase in annual revenue of $2.9, effective December 1, 2025. This filing was approved by the APSC with minimal changes.
The MSPSC approved stipulation agreements between the Mississippi Public Utility Staff (MPUS) and Spire Mississippi that provided for increased annual revenues of $0.6 and $0.6 through rates effective on January 1, 2025 and 2026, respectively.
6. FINANCING
Short-term
Spire, Spire Missouri, and Spire Alabama are parties to a syndicated revolving credit facility with a syndicate of 12 banks that provides for aggregate commitments of $1,500.0, including sublimits of $525.0 for Spire, $700.0 for Spire Missouri and $275.0 for Spire Alabama, which sublimits may be reallocated from time to time within the aggregate commitment, subject to the terms of the loan agreement. On December 18, 2025, the borrowers entered into a First Amendment to Second Amended and Restated Loan Agreement, which, among other things, added Spire Tennessee Inc. (“Spire Tennessee”) as a borrower, with the amount of revolving credit availability to be allocated to Spire Tennessee to be determined upon the closing of the pending acquisition and extended the final maturity date of the revolving credit facility to October 11, 2030. The Spire holding company may use its revolving credit availability to fund the liquidity needs of its subsidiaries. The loan agreement contains a financial covenant limiting each borrower’s consolidated total debt, including short‑term debt, to no more than 70% of total capitalization, and as of December 31, 2025, total debt for each borrower represented less than 65% of total capitalization. There were no borrowings outstanding under the revolving credit facility as of December 31, 2025.
Spire has a commercial paper program (“CP Program”) pursuant to which it may issue short-term, unsecured commercial paper notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the notes outstanding under the CP Program at any time not to exceed $1,500.0. The notes may have maturities of up to 365 days from date of issue.
Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of December 31, 2025, $224.1 of Spire’s CP Program borrowings was used to support lending to the Utilities.
The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of December 31, 2025, there were no events of default under these financial covenants.
Interest expense shown on the statements of income is net of the capitalized interest amounts shown in the following table.
Three Months Ended December 31,
2025
2024
Spire
$
3.3
$
6.3
Spire Missouri
1.4
1.2
Spire Alabama
1.7
0.8
Spire
On November 24, 2025, Spire Inc. issued $900.0 of junior subordinated notes (“JSNs”), consisting of $450.0 of 2025 Series A JSNs and $450.0 of 2025 Series B JSNs that both mature in 2056. Interest is payable semiannually on June 1 and December 1, beginning June 1, 2026.
The 2025 Series A JSNs will bear interest at 6.250% until June 1, 2031. The interest rate will reset every five years beginning on June 1, 2031, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.556%, provided that the interest rate will not reset below 6.250%. The 2025 Series B JSNs will bear interest at 6.450% until June 1, 2036. The interest rate will reset every five years beginning on June 1, 2036, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.327%, provided that the interest rate will not reset below 6.450%.
Spire may defer interest payments on the 2025 Series A JSNs and/or 2025 Series B JSNs on one or more occasions for up to 10 consecutive years. If interest payments on the 2025 Series A JSNs or the 2025 Series B JSNs are deferred, Spire may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of its capital stock during the deferral period. Also, during the deferral period, Spire may not make any payments on or redeem or repurchase any debt securities or make any payments under any guarantee of debt that, in each case, is equal or junior in right of payment to the 2025 Series A JSNs and the 2025 Series B JSNs.
At the Company’s option, the JSNs may be redeemed at 100% of principal plus accrued interest (i) at any time during the 90‑day period prior to the first reset date and (ii) on any interest payment date after the first reset date; they may also be redeemed at par within 120 days following a Tax Event or at 102% within 120 days following a Rating Agency Event, in each case plus accrued interest to (but excluding) the redemption date. The notes are junior subordinated obligations and rank below the Company’s senior debt. Net proceeds, together with other funds, are expected to be used to finance the acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company, a wholly owned subsidiary of Duke Energy Corporation (“Piedmont Tennessee Transaction”). If the Company does not consummate the Piedmont Tennessee Transaction, it will retain broad discretion to use all of the net proceeds from this offering for general corporate purposes.
On December 17, 2025, Spire Tennessee Inc., a wholly owned subsidiary of Spire Inc., entered into a Master Note Purchase Agreement with institutional investors to issue $825.0 of Series 2026 Senior Notes (“Senior Notes”) in a private placement exempt from registration under the Securities Act of 1933. The Senior Notes will be issued in multiple tranches with maturities ranging from April 1, 2029, to April 1, 2038, and fixed interest rates ranging from 4.59% to 5.44%, subject to incremental adjustments based on the closing date. The obligations are senior unsecured and rank equally with other senior unsecured indebtedness of Spire Tennessee. Closing is contingent upon completion of the Piedmont Tennessee Transaction and is expected on or before June 30, 2026.
Proceeds from the notes will be used to fund the acquisition of the Piedmont Tennessee Transaction. The agreement includes customary financial covenants, including limitations on liens, mergers, and affiliate transactions, and requires Spire Tennessee to maintain a Consolidated Capitalization Ratio not exceeding 70%. The notes are subject to optional prepayment with a make-whole premium and mandatory prepayment upon a change of control at 100% of principal plus accrued interest.
For additional information regarding the pending acquisition of Piedmont Tennessee Transaction, see Note 12, Acquisition and Divestitures.
On January 12, 2026, Spire issued $200.0 aggregate principal amount of its 6.375% Junior Subordinated Notes due 2086. Interest on the Notes is payable semiannually in arrears. The Notes are junior subordinated obligations and rank junior to all existing and future senior indebtedness of Spire. Spire intends to use the net proceeds from this offering, together with other funds, to redeem all outstanding shares of its 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (aggregate $250.0 liquidation preference), upon which the corresponding 10,000,000 outstanding depositary shares representing the Series A Preferred Stock will also be redeemed.
Spire Missouri
On October 23, 2025, Spire Missouri issued an aggregate principal amount of $200.0of 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.
The carrying amounts of cash and cash equivalents, notes receivable, and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 8, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.
The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of December 31, 2025, September 30, 2025, and December 31, 2024.
The information presented in the following tables categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.
The mutual funds and bonds included in Level 1 are valued based on exchange-quoted market prices of individual securities.
Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (“NYMEX”) or the Intercontinental Exchange (“ICE”), and also certain natural gas commodity contracts. Derivative instruments classified in Level 2 include derivatives that are valued using broker or dealer quotation services or published benchmarks whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments or in active markets. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. There were no Level 3 balances as of December 31, 2025, September 30, 2025, or December 31, 2024. The Company’s policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.
The mutual funds and bonds are included in “Other Investments” on the Company’s balance sheets. The mutual funds are included in “Other Property and Investments” on Spire Missouri’s balance sheets. Changes in their recurring valuations are recorded as unrealized gains or losses in the corresponding income statement. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Spire Missouri, or Spire Alabama and the counterparty to a derivative contract. Derivative instruments are included in the balance sheets in “Other” current or noncurrent assets or liabilities as applicable.
Effects of Netting and Cash Margin Receivables /Payables
Total
As of December 31, 2025
ASSETS
U.S. stock/bond mutual funds
$
27.2
$
—
$
—
$
27.2
NYMEX/ICE natural gas contracts
1.6
—
(1.6
)
—
Total
$
28.8
$
—
$
(1.6
)
$
27.2
LIABILITIES
NYMEX/ICE natural gas contracts
$
17.8
$
—
$
(3.0
)
$
14.8
As of September 30, 2025
ASSETS
U.S. stock/bond mutual funds
$
27.5
$
—
$
—
$
27.5
NYMEX/ICE natural gas contracts
2.9
—
(2.9
)
—
Total
$
30.4
$
—
$
(2.9
)
$
27.5
LIABILITIES
NYMEX/ICE natural gas contracts
$
25.9
$
—
$
(1.3
)
$
24.6
As of December 31, 2024
ASSETS
U.S. stock/bond mutual funds
$
24.7
$
—
$
—
$
24.7
NYMEX/ICE natural gas contracts
5.9
—
(5.9
)
—
Total
$
30.6
$
—
$
(5.9
)
$
24.7
LIABILITIES
NYMEX/ICE natural gas contracts
$
6.8
$
—
$
(6.8
)
$
—
9. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
Spire and the Utilities maintain pension plans for their employees.
Spire Missouri and Spire Alabama have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Qualified plan assets are comprised of mutual and commingled funds consisting of U.S. equities with varying strategies, global equities, alternative investments, and fixed income investments.
The net periodic pension cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and Maintenance” expenses while other components are presented in “Other Income, Net” in the Condensed Consolidated Statements of Income, except for Spire Alabama’s losses on lump-sum settlements. Such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
Three Months Ended December 31,
2025
2024
Spire
Service cost – benefits earned during the period
$
4.3
$
4.5
Interest cost on projected benefit obligation
6.1
6.0
Expected return on plan assets
(6.9
)
(6.5
)
Amortization of prior service credit
(1.0
)
(1.1
)
Amortization of actuarial loss
1.4
1.6
Subtotal
3.9
4.5
Regulatory adjustment
5.8
8.9
Net pension cost
$
9.7
$
13.4
Spire Missouri
Service cost – benefits earned during the period
$
2.9
$
2.9
Interest cost on projected benefit obligation
4.1
4.0
Expected return on plan assets
(4.4
)
(4.5
)
Amortization of prior service credit
(0.4
)
(0.5
)
Amortization of actuarial loss
0.9
1.0
Subtotal
3.1
2.9
Regulatory adjustment
5.1
7.4
Net pension cost
$
8.2
$
10.3
Spire Alabama
Service cost – benefits earned during the period
$
1.2
$
1.4
Interest cost on projected benefit obligation
1.3
1.3
Expected return on plan assets
(1.6
)
(1.3
)
Amortization of prior service credit
(0.6
)
(0.6
)
Amortization of actuarial loss
0.5
0.6
Subtotal
0.8
1.4
Regulatory adjustment
0.5
1.3
Net pension cost
$
1.3
$
2.7
Pursuant to the provisions of Spire Missouri’s and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. For the three months ended December 31, 2025 and 2024, no plans met the criteria for settlement accounting.
The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Through December 31, 2025. There were fiscal 2026 contributions to Spire Missouri’s and Spire Alabama’s pension plans totaling $4.4 and $2.8, respectively. Contributions totaling $17.7 to the qualified trusts of Spire Missouri’s pension plans are anticipated for the remainder of fiscal 2026. Contributions to Spire Alabama’s pension plan for the remainder of fiscal 2026 are anticipated to be $4.2.
Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, certain Spire Missouri plans provided medical insurance after retirement until death. The Spire Alabama plans provide medical insurance upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.
The net periodic postretirement benefit cost includes components shown in the following tables. Service costs and regulatory adjustments are recorded in “Operation and maintenance” expenses while other components are presented in “Other Income, Net” in the income statement, except in the event Spire Alabama incurs losses on lump-sum settlements. Any such losses are capitalized in regulatory balances and amortized over the remaining actuarial life of individuals in the plan, and that amortization is presented in “Other Income, Net.”
Three Months Ended December 31,
2025
2024
Spire
Service cost – benefits earned during the period
$
1.0
$
1.1
Interest cost on accumulated postretirement benefit obligation
1.7
1.8
Expected return on plan assets
(4.5
)
(4.2
)
Amortization of prior service cost
0.2
—
Amortization of actuarial gain
(2.0
)
(1.5
)
Subtotal
(3.6
)
(2.8
)
Regulatory adjustment
1.9
1.1
Net postretirement benefit income
$
(1.7
)
$
(1.7
)
Spire Missouri
Service cost – benefits earned during the period
$
0.8
$
0.9
Interest cost on accumulated postretirement benefit obligation
1.2
1.3
Expected return on plan assets
(3.0
)
(2.8
)
Amortization of prior service cost
0.2
0.1
Amortization of actuarial gain
(1.7
)
(1.3
)
Subtotal
(2.5
)
(1.8
)
Regulatory adjustment
2.4
1.6
Net postretirement benefit income
$
(0.1
)
$
(0.2
)
Spire Alabama
Service cost – benefits earned during the period
$
0.2
$
0.2
Interest cost on accumulated postretirement benefit obligation
0.5
0.5
Expected return on plan assets
(1.4
)
(1.3
)
Amortization of prior service credit
(0.1
)
(0.1
)
Subtotal
(0.8
)
(0.7
)
Regulatory adjustment
(0.5
)
(0.5
)
Net postretirement benefit income
$
(1.3
)
$
(1.2
)
Missouri and Alabama state laws provide for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds.
The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been no contributions to the postretirement plans through December 31, 2025 for Spire Missouri or Spire Alabama, and none are expected to be required for the remainder of the fiscal year.
The Company has three reportable segments: Gas Utility, Gas Marketing, and Midstream. The Gas Utility segment is the aggregation of the operations of the Utilities. The Gas Utility segment consists of our natural gas utilities: Spire Missouri Inc. (“Spire Missouri”) (serving areas of Missouri, including the St. Louis and Kansas City regions), Spire Alabama Inc. (serving central and northern Alabama, including Birmingham and Montgomery), Spire Gulf Inc. (serving southwestern Alabama, including Mobile) and Spire Mississippi Inc. (serving south-central Mississippi, including Hattiesburg). The Gas Marketing segment includes the results of Spire Marketing, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, including utilizing natural gas storage contracts for providing natural gas sales. The Midstream segment includes Spire Storage, Spire STL Pipeline and Spire MoGas Pipeline, which are subsidiaries engaged in the storage and transportation of natural gas. All other components of the Company’s consolidated information include Spire’s subsidiaries engaged in risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.
Spire
Spire’s chief operating decision maker ("CODM") is the chief executive officer. The CODM and management evaluate the performance of the segments based on the computation of adjusted earnings. Adjusted earnings excludes from reported net income, as applicable, the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of other non-recurring or unusual items such as certain regulatory, legislative or GAAP standard-setting actions. For each of the Company’s segments, the CODM uses adjusted earnings to allocate resources and determine reinvestment for each segment, predominantly in the annual budget and forecasting process. Adjusted earnings is also used to monitor budget versus actual results to assess performance of the segment and establish management compensation. The CODM does not receive asset information for the individual reportable segments.
Spire Missouri
As a separate public gas utility company operating in a single state, Spire Missouri is a single reportable segment. The chief executive officer is the CODM, who assesses performance and decides how to allocate resources based on net income. The CODM uses comparisons of actual results with budgeted and prior year results to assess performance of Spire Missouri and in establishing management’s compensation. The CODM does not receive asset information other than asset information reported on the Spire Missouri Balance Sheets. Financial data related to income and expenses, including gross receipt taxes which are disclosed separately, for the single reportable segment are reported on Spire Missouri’s Statements of Comprehensive Income.
Financial data related to gross receipt taxes and capital expenditures are as follows:
Three Months Ended December 31, 2025
Three Months Ended December 31, 2024
Gross Receipt Taxes
21.7
19.5
Capital Expenditures
148.0
178.3
Spire Alabama
As a separate public gas utility company operating in a single state, Spire Alabama is a single reportable segment. The chief executive officer is the CODM, who assesses performance and decides how to allocate resources based on net income. The CODM uses comparisons of actual results with budgeted and prior year results to assess performance of each company and in establishing management’s compensation. The CODM does not receive asset information other than asset information reported on the Spire Alabama Balance Sheets. Financial data related to income and expenses, including gross receipts taxes which are disclosed separately, for the single reportable segment are reported on Spire Alabama’s Statements of Income.
Financial data related to gross receipt taxes and capital expenditures are as follows:
The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies. Spire’s intersegment transactions include sales of natural gas from Spire Marketing to Spire Missouri, Spire Alabama and Spire Storage; sales of natural gas from Spire Missouri to Spire Marketing; storage services from Spire Storage to Spire Missouri and Spire Marketing; and natural gas transportation services provided by Spire STL Pipeline and Spire MoGas Pipeline to Spire Missouri and Spire Marketing. The basis of accounting for intersegment transactions is the same as that for third party transactions. For more information about segment revenue, see Note 2, Revenue.
The following tables present information about Spire’s segment revenue, segment expenses, and Adjusted Earnings.
Three Months Ended December 31, 2025
Gas Utility
Gas Marketing
Midstream
Total Reportable Segments
Other(b)
Intersegment Eliminations
Consolidated
Revenues from external customers
$
693.3
$
41.1
$
26.8
$
761.2
$
1.0
$
—
$
762.2
Intersegment revenues
-
-
12.2
12.2
-
(12.2
)
-
Total Operating Revenues
693.3
41.1
39.0
773.4
1.0
(12.2
)
762.2
Less:
Significant segment expenses:
Cost of gas sold, incl. gross receipts taxes
313.1
40.9
0.8
354.8
—
(12.2
)
342.6
Operation and maintenance expense
119.7
4.0
9.8
133.5
6.4
—
139.9
Depreciation and amortization expense
74.8
0.1
6.3
81.2
0.2
—
81.4
Interest expense
36.8
—
4.9
41.7
18.7
—
60.4
Income tax expense (benefit)
24.1
(0.8
)
3.9
27.2
(3.8
)
—
23.4
Other segment items (a)
20.9
(7.6
)
0.6
13.9
(7.8
)
—
6.1
Adjusted earnings (loss) [Non-GAAP]
$
103.9
$
4.5
$
12.7
$
121.1
$
(12.7
)
$
—
$
108.4
Capital expenditures
197.1
—
6.1
203.2
(0.4
)
—
202.8
Three Months Ended December 31, 2024
Gas Utility
Gas Marketing
Midstream
Total Reportable Segments
Other(b)
Intersegment Eliminations
Consolidated
Revenues from external customers
$
613.5
$
33.0
$
22.2
$
668.7
$
0.4
$
—
$
669.1
Intersegment revenues
-
-
11.3
11.3
-
(11.3
)
-
Total Operating Revenues
613.5
33.0
33.5
680.0
0.4
(11.3
)
669.1
Less:
Significant segment expenses:
Cost of gas sold, incl. gross receipts taxes
281.3
26.1
0.7
308.1
—
(11.3
)
296.8
Operation and maintenance expense
115.0
4.0
11.0
130.0
(0.7
)
—
129.3
Depreciation and amortization expense
68.1
0.4
3.7
72.2
0.1
—
72.3
Interest expense
35.1
—
1.2
36.3
11.7
—
48.0
Income tax expense (benefit)
16.1
0.8
3.8
20.7
(0.6
)
—
20.1
Other segment items (a)
20.1
(0.5
)
1.1
20.7
0.8
—
21.5
Adjusted earnings (loss) [Non-GAAP]
$
77.8
$
2.2
$
12.0
$
92.0
$
(10.9
)
$
—
$
81.1
Capital expenditures
217.9
0.1
42.7
260.7
(0.1
)
—
260.6
(a) Other segment items for each reportable segment include fair value and timing adjustments, acquisition and restructuring activities, taxes other than income and gross receipt taxes, and miscellaneous income and deductions.
(b) All other components of the Company's consolidated information include Spire's subsidiaries engaged in risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.
The following table reconciles the Company’s adjusted earnings to net income.
Reconciliation of Consolidated Net Income to Consolidated Adjusted Earnings
Three Months Ended December 31, 2025
Three Months Ended December 31, 2024
Net Income
$
95.0
$
81.3
Adjustments, pre-tax:
Fair value and timing adjustments
9.2
(0.3
)
Acquisition activities
8.5
—
Income tax adjustments
(4.3
)
0.1
Adjusted Earnings
$
108.4
$
81.1
11. COMMITMENTS AND CONTINGENCIES
Commitments
The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through calendar 2039, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at December 31, 2025, are estimated at $1,738.5, $1,449.7, and $475.4 for the Company (excluding commitments between subsidiaries), Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.
Spire is a limited partner in several unconsolidated partnerships, predominantly focusing on sustainability and development initiatives tied to the natural gas utility sector. Spire committed to contribute a total of $25.0 of capital to the partnerships as and when requested by the respective general partners. As of December 31, 2025, the total remaining unfunded commitment was $15.2.
Contingencies
The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.
The Company and the Utilities 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 or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.
In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (“MGP”) operations in their respective service territories, some of which are discussed under the Spire Missouri and Spire Alabama headings below. To the extent costs are incurred associated with environmental remediation activities, the Utilities would request authority from their respective regulators to defer such costs (less any amounts received from insurance proceeds or as contributions from other potentially responsible parties (“PRPs”)) and collect them through future rates.
To date, costs incurred for all Spire MGP sites for investigation, remediation and monitoring have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire Missouri and Spire Alabama may incur could be materially higher or lower depending upon several factors, including whether remediation will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, and any insurance recoveries.
In 2020, Spire retained an outside consultant to conduct probabilistic cost modeling of its former MGP sites in Missouri and Alabama. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each of their MGP sites. That analysis, completed in March 2021, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate the former MGP sites. Spire Missouri and Spire Alabama have recorded their best estimates of the probable expenditures that relate to these matters. The amount remains immaterial, and Spire Missouri, Spire Alabama and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.
Spire Missouri
Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (the “City”) where costs have been incurred and claims have been asserted. Spire Missouri has enrolled two of the sites in the Missouri Department of Natural Resources (“MoDNR”) Brownfields/Voluntary Cleanup Program (“BVCP”). The third site is the result of an assertion by the United States Environmental Protection Agency (“EPA”).
In conjunction with redevelopment of the Carondelet Coke site, Spire Missouri and another former owner of the site entered into an agreement (the “Remediation Agreement”) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action (NFA) letter from the MoDNR. The Remediation Agreement also provides for a release of Spire Missouri and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Spire Missouri and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The property was divided into seven parcels, and MoDNR NFA letters have been received for six of the parcels. Remediation is ongoing on the last parcel.
In May 2023, Spire Missouri was approached by a real estate developer interested in purchasing the northern half of the second site, Station A, and developing the same for industrial purposes. Consequently, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. The site developer, Spire Missouri and the PRPs collectively designed a site investigation plan which was submitted to the MoDNR and approved by the agency on August 27, 2024. A lead environmental engineering firm is now managing the ongoing site investigation process and has prepared a report on its findings which is being reviewed by the PRPs and the landowners for its eventual submission to the MoDNR.
Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) for alleged coal gas waste contamination at a third site, Station B. Spire Missouri and the site owner notified the EPA that information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, in March 2017 Spire Missouri requested more information from the EPA. Spire Missouri never received a response from the EPA.
Spire Missouri has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with these MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri retains the right to seek potential reimbursements from them.
On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (“FOIA”) request to the EPA on April 3, 2015, to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015, and a response was provided to the EPA on August 15, 2015. Spire Missouri has received no further inquiry from the EPA regarding this matter.
In its western service area, Spire Missouri has six owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A, and Independence MGP #2. Source removal has been conducted at all the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MoDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the six sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request for the Joplin site. As part of its participation in the BVCP, Spire Missouri communicates regularly with the MoDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MoDNR approved the next phase of investigation at the Kansas City Station A Railroad area.
Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. All are located in the state of Alabama.
In 2011, a removal action was completed and an NFA letter was received at the Huntsville MGP site pursuant to an Administrative Settlement Agreement and Order on Consent among the EPA, Spire Alabama and the current site owner.
In 2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Spire Alabama was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Spire Alabama has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.
Assessments were performed by the EPA of the former MGP sites in Gadsden and Anniston, and NFA letters were received after each assessment.
Spire
In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is aware of the following contingent matter.
Spire Marketing, along with many natural gas industry participants, faced the unprecedented effects of Winter Storm Uri in February 2021. Numerous natural gas producers and midstream operators were unable to deliver natural gas to market as they experienced wellhead freeze-offs, power outages and equipment failure due to the extreme weather. These events resulted in supply curtailments, and related notices of force majeure to excuse performance, from and to certain counterparties. Further, these events made Spire Marketing subject to various commercial disputes, all of which have been settled and reflected in the financial statements in previous periods. As a result of participating in the Oklahoma natural gas market, Spire Marketing has become subject, along with other market participants, to a complaint filed in January 2025 by the State of Oklahoma related to its transactions with various counterparties in the state during this period. The Company’s management is currently assessing this matter but does not believe it will have a material impact on the Company’s financial position, results of operations or cash flow.
12. ACQUISITIONS AND DIVESTITURES
Divestiture
On January 1, 2026, after the close of the reporting period, 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 carried an immaterial value. The Company received approximately $30.0 in cash proceeds from the sale and expect to recognize a pre-tax gain in its second quarter of fiscal 2026.
Pending Acquisition
On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned subsidiary of Duke Energy, to acquire its Tennessee natural gas business (“Piedmont Tennessee Transaction”). The purchase price is $2.48 billion in cash, subject to customary adjustments, including adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at closing.
Spire expects to fund the purchase price and related transaction and financing costs with:
•
$900.0 aggregate principal amount of its 6.250% Series A and 6.450% Series B junior subordinated notes due 2056, issued on November 24, 2025;
•
$825.0 aggregate principal amount of senior unsecured notes to be issued by Spire Tennessee upon closing of the Piedmont Tennessee Transaction through private placements pursuant to a master note purchase agreement dated December 17, 2025; and
•
a draw of approximately $725.0 under a bridge facility upon the closing of the Piedmont Tennessee Transaction.
The Company entered into a committed senior unsecured bridge facility on August 22, 2025, provided by a syndicate of banks led by BMO Capital Markets. At December 31, 2025, the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. The loan bears interest at Adjusted Term SOFR
plus 1.375% or Base Rate Plus 0.375% and matures 364 days after funding. As of December 31, 2025, the facility remains undrawn. While these issuances and the initial bridge draw will fund the acquisition at closing, the Company expects to subsequently refinance the bridge borrowings and optimize its capital structure through a balanced mix of debt, equity, and hybrid securities.
In connection with the financing plan, Spire is considering selling certain non-core assets to help fund the acquisition. Any sales would be subject to board approval and customary closing conditions, including regulatory approval.
The Company expects the acquisition to significantly increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S., expand regulatory diversity and provide accretive earnings and supports dividend growth. Upon closing, Piedmont’s Tennessee business will operate as Spire Tennessee.
The Piedmont Tennessee Transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including approval by the Tennessee Public Utility Commission (“TPUC”). On October 31, 2025, FERC approved the transfer of gas supply contracts to Spire. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired without objection, satisfying one of the key regulatory requirements for the transaction.
Item 2. 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 and the subsidiaries of Spire EnergySouth (Spire Gulf and Spire Mississippi) 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. 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:
•
Weather conditions and catastrophic events, particularly severe weather in U.S. natural gas producing areas;
•
Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments, and the impact on our competitive position in relation to suppliers of alternative heating sources, such as electricity;
•
Changes in gas supply and pipeline availability, including as a result of decisions by natural gas producers to reduce production or shut in producing natural gas wells and expiration or termination of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;
•
Acquisitions may not achieve their intended results;
•
Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:
▪
allowed rates of return and recovery of prudent costs,
▪
incentive regulation,
▪
industry structure,
▪
purchased gas adjustment provisions,
▪
rate design structure and implementation,
▪
capital structures established for rate-setting purposes,
▪
regulatory assets,
▪
non-regulated and affiliate transactions,
▪
franchise renewals,
▪
authorization to operate facilities,
▪
environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety and security,
▪
taxes,
▪
pension and other postretirement benefit liabilities and funding obligations, or
▪
accounting standards;
•
The results of litigation;
•
The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;
•
Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;
•
Our ability to comply with all covenants in our indentures and credit facilities, any violations of which, if not cured in a timely manner, could trigger a default of our obligation;
•
Energy commodity market conditions;
•
Discovery of material weakness in internal controls;
•
The disruption, failure or malfunction of our operational and information technology systems, including due to cyberattacks; and
•
Employee workforce issues, including but not limited to labor disputes, the inability to attract and retain key talent, and future wage and employee benefit costs, including costs resulting from changes in discount rates and returns on benefit plan assets.
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.
The Company has three reportable segments: Gas Utility, Gas Marketing, and Midstream. 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 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.
Gas Marketing
Spire Marketing is engaged in the marketing of natural gas and related activities on a non-regulated basis and is reported in the Gas Marketing segment. Spire Marketing markets natural gas to customers across the U.S. (and into Canada), including customers inside and outside of the Utilities’ service areas. It holds firm transportation and storage contracts in order to effectively manage its transactions with counterparties, which primarily include producers, municipalities, electric and gas utility companies, and large commercial and industrial customers.
Midstream
Spire’s midstream operations consist of Spire Storage West LLC, Spire Storage Salt Plains LLC (jointly, “Spire Storage”), Spire STL Pipeline LLC (“Spire STL Pipeline”), and Spire MoGas Pipeline. Spire MoGas Pipeline (or simply “MoGas”), a 263-mile FERC-regulated natural gas pipeline and a connected 75-mile gas distribution system in Missouri, was acquired by Spire Midstream LLC, a subsidiary of Spire, on January 19, 2024. Spire STL Pipeline owns and operates a FERC-regulated 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Charles County and St. Louis County, Missouri, including MoGas and Spire Missouri’s storage facility, and its operating revenue is derived primarily from Spire Missouri as its foundation shipper. Spire Storage is engaged in the storage of natural gas in both the western and midcontinent regions of the United States. Spire Storage West, located in Wyoming, consists of two storage fields operating under one FERC market-based rate tariff, while Spire Storage Salt Plains, located in Oklahoma, operates under intrastate jurisdiction with authorizations from FERC under Section 311 of the Natural Gas Policy Act to provide certain interstate storage, transportation, and hub services.
On October 8, 2025, FERC approved the merger of Spire STL Pipeline into Spire MoGas Pipeline, which the Company made effective January 1, 2026 by consolidating operations under a single Spire MoGas Pipeline certificate and FERC tariff while maintaining existing rates and service continuity.
Other components of the Company’s consolidated information include Spire’s subsidiaries engaged in the operation of a natural gas liquids pipeline and 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, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, the largely non-cash impacts of impairments, and other non-recurring or unusual items such as certain regulatory, legislative or GAAP standard-setting actions. 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.
The fair value and timing adjustments are made in instances where the accounting treatment differs from what management considers the economic substance of the underlying transaction, including the following:
•
Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:
1)
changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and
2)
ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;
•
Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the net realizable value of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and
•
Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.
These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until being replaced with the actual gains or losses realized when the associated physical transactions occur. Management believes that excluding the earnings volatility caused by recognizing changes in fair value prior to settlement and other timing differences associated with related purchase and sale transactions provides a useful representation of the economic effects of only the actual settled transactions and their effects on results of operations. While management uses these non-GAAP measures to evaluate all of its businesses, the net effect of these fair value and timing adjustments on the Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.
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 or MSPSC) 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.
On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned Subsidiary of Duke Energy, to acquire its Tennessee natural gas business that serves more than 200,000 customers in the Nashville area (the “Piedmont Tennessee Transaction”). The strategic rationale for the Company is described below:
•
We expect the Piedmont Tennessee Transaction to allow Spire to significantly expand its regulated utility footprint in high-quality jurisdictions and significantly increase the scale of its regulated business while delivering on Spire’s commitment to growth and creating long-term shareholder value.
•
We expect the Piedmont Tennessee Transaction to provide robust growth driven by customer additions and system integrity and reliability investments, aligned with Spire’s investment strategy. These long-term investments are expected to be supported by Tennessee’s constructive regulatory environment support of natural gas.
•
We expect the Piedmont Tennessee Transaction to support Spire’s long-term adjusted earnings per share growth expectations and provide meaningful investment opportunities. The acquisition is expected to generate incremental cash flow to support investment in the business, shareholder returns and dividend growth.
The stated purchase price of the Transaction is $2.48 billion subject to adjustment, including adjustments based on net working capital, regulatory assets and liabilities and capital expenditures at closing.
Spire expects to fund the purchase price and related transaction and financing costs with:
•
$900.0 aggregate principal amount of its 6.250% Series A and 6.450% Series B junior subordinated notes due 2056, issued on November 24, 2025;
•
$825.0 aggregate principal amount of senior unsecured notes to be issued by Spire Tennessee upon closing of the Piedmont Tennessee Transaction through private placements pursuant to a master note purchase agreement dated December 17, 2025; and
•
a draw of approximately $725.0 under a bridge facility upon the closing of the Piedmont Tennessee Transaction.
The Company entered into a committed senior unsecured bridge facility on August 22, 2025 provided by a syndicate of banks led by BMO Capital Markets. At December 31, 2025, the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. The loan bears interest at Adjusted Term SOFR plus 1.375% or Base Rate Plus 0.375% and matures 364 days after funding. As of December 31, 2025, the facility remains undrawn. While these issuances and the initial bridge draw will fund the acquisition at closing, the Company expects to subsequently refinance the bridge borrowings and optimize its capital structure through a balanced mix of debt, equity, and hybrid securities.
In connection with the financing plan, Spire is considering selling certain non-core assets to help fund the acquisition. Any sales would be subject to board approval and customary closing conditions, including regulatory approval.
The Piedmont Tennessee Transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including approval by the TPUC. On October 31, 2025, FERC approved the transfer of gas supply contracts to Spire. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired without objection, satisfying one of the key regulatory requirements for the transaction.
Divestiture
On January 1, 2026, after the close of the reporting period, 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 carried an immaterial value. The Company received approximately $30.0 in cash proceeds from the sale and expect to recognize a pre-tax gain in its second quarter of fiscal 2026.
This section contains discussion and analysis of the results for the three months ended December 31, 2025 compared to the results for the three months ended December 31, 2024, in total and by registrant and segment.
Spire
Net Income and Adjusted Earnings
The following tables reconcile the Company’s adjusted earnings to the most comparable GAAP number, net income.
Gas Utility
Gas Marketing
Midstream
Other
Total
Per Diluted Common Share**
Three Months Ended December 31, 2025
Net Income (Loss) [GAAP]
$
103.9
$
(2.4
)
$
12.7
$
(19.2
)
$
95.0
$
1.54
Adjustments, pre-tax:
Fair value and timing adjustments
—
9.2
—
—
9.2
0.16
Acquisition activities
—
—
—
8.5
8.5
0.14
Income tax adjustments*
—
(2.3
)
—
(2.0
)
(4.3
)
(0.07
)
Adjusted (Loss) Earnings [Non-GAAP]
$
103.9
$
4.5
$
12.7
$
(12.7
)
$
108.4
$
1.77
Three Months Ended December 31, 2024
Net Income (Loss) [GAAP]
$
77.8
$
2.4
$
12.0
$
(10.9
)
$
81.3
$
1.34
Adjustments, pre-tax:
Fair value and timing adjustments
—
(0.3
)
—
—
(0.3
)
(0.01
)
Income tax adjustments*
—
0.1
—
—
0.1
0.01
Adjusted (Loss) Earnings [Non-GAAP]
$
77.8
$
2.2
$
12.0
$
(10.9
)
$
81.1
$
1.34
* 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.
Reconciliations of contribution margin to the most directly comparable GAAP measure are shown below.
Gas Utility
Gas Marketing
Midstream
Other
Eliminations
Consolidated
Three Months Ended December 31, 2025
Operating Income (Loss) [GAAP]
$
161.6
$
(3.9
)
$
21.4
$
(5.6
)
$
—
$
173.5
Operation and maintenance expenses
119.7
4.0
9.8
11.0
(4.6
)
139.9
Depreciation and amortization
74.8
0.1
6.3
0.2
—
81.4
Taxes, other than income taxes
54.0
—
0.7
—
—
54.7
Less: Gross receipts tax expense
(29.9
)
—
—
—
—
(29.9
)
Contribution Margin [Non-GAAP]
380.2
0.2
38.2
5.6
(4.6
)
419.6
Natural gas costs
283.2
40.9
0.8
—
(12.2
)
312.7
Gross receipts tax expense
29.9
—
—
—
—
29.9
Operating Revenues
$
693.3
$
41.1
$
39.0
$
5.6
$
(16.8
)
$
762.2
Three Months Ended December 31, 2024
Operating Income [GAAP]
$
127.8
$
2.7
$
17.3
$
1.0
$
—
$
148.8
Operation and maintenance expenses
115.0
4.0
11.0
3.6
(4.3
)
129.3
Depreciation and amortization
68.1
0.4
3.7
0.1
—
72.3
Taxes, other than income taxes
48.0
(0.1
)
0.8
—
—
48.7
Less: Gross receipts tax expense
(26.7
)
(0.1
)
—
—
—
(26.8
)
Contribution Margin [Non-GAAP]
332.2
6.9
32.8
4.7
(4.3
)
372.3
Natural gas costs
254.6
26.0
0.7
—
(11.3
)
270.0
Gross receipts tax expense
26.7
0.1
—
—
—
26.8
Operating Revenues
$
613.5
$
33.0
$
33.5
$
4.7
$
(15.6
)
$
669.1
Select variances for the quarter ended December 31, 2025 compared to the quarter ended December 31, 2024 are summarized in the following table and discussed below.
Gas
Gas
Other, Net of
Variances: Fiscal 2026 Versus Fiscal 2025
Utility
Marketing
Midstream
Eliminations
Consolidated
Net Income (Loss)
$
26.1
$
(4.8
)
$
0.7
$
(8.3
)
$
13.7
Adjusted Earnings (Loss) [Non-GAAP]
26.1
2.3
0.7
(1.8
)
27.3
Operating Revenues
79.8
8.1
5.5
(0.3
)
93.1
Contribution Margin [Non-GAAP]
48.0
(6.7
)
5.4
0.6
47.3
Operation and Maintenance Expenses
4.7
—
(1.2
)
7.1
10.6
Interest Expense
12.4
Other Income
4.7
Income Tax
3.3
The increase in interest expense reflects higher average levels of long-term debt in the current year, which includes the financing activity undertaken in preparation for the pending Piedmont Tennessee Transaction. Financing costs related to the acquisition activity totaled approximately $3.8 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 4.1% in the current-year quarter versus 4.6% in the prior-year quarter.
Other income increased $4.7 versus the prior-year quarter. Of the reported variance, $2.6 was attributable to the Postretirement Non-Service Costs Transfer (“NSC Transfer”), which has no impact on net income. The driver of the remaining $2.1 variance was favorable investment activity with non-qualified benefit trusts and interest income.
The increase in income taxes primarily reflects the higher current-year pre-tax book income.
Gas Utility
For the quarter ended December 31, 2025, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $26.1, respectively. The quarterly change was driven by the improved performance of Spire Missouri and Spire Alabama totaling $23.8 and $3.9, respectively, partially offset by a $1.6 decrease at Spire EnergySouth.
Spire Missouri – Infrastructure System Replacement Surcharge (ISRS)
2.2
Spire Missouri – Volumetric usage net of weather mitigation
(3.1
)
All other factors (net)
2.6
Total Variation
$
79.8
The primary driver of the current year increase in revenue was the $46.4 impact of the October 2025 Missouri rate case implementation and the $11.0 usage increase in Spire Alabama. Current year revenue also benefited from higher off system sales, higher gas cost recoveries, ISRS billings and Spire Alabama’s annual RSE update. $4.3 of the RSE benefit was the result of the prior year being burdened with a $4.3 customer refund provision.
The year-over-year increase in Gas Utility contribution margin was attributable to the following factors:
Spire Missouri Rate Case Implementation
$
46.4
Spire Alabama – Annual RSE update, net
4.9
Spire Missouri – Infrastructure System Replacement Surcharge (ISRS)
2.2
Spire Missouri and Spire Alabama – Off-system sales and capacity release
1.4
Spire Missouri and Spire Alabama– Volumetric margin net of weather mitigation
(4.8
)
All other factors (net)
(2.1
)
Total Variation
$
48.0
Contribution margin increased $48.0 versus the prior-year quarter. Contribution margin benefited from the $46.4 impact of the October 2025 Missouri rate case implementation, $2.2 Spire Missouri ISRS growth, and $4.9 from Spire Alabama’s annual RSE update. As previously disclosed, $4.1 of the RSE variance was the result of the prior year being burdened with a $4.1 customer refund provision. These favorable impacts more than offset the $4.8 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 December 31, 2025 were $4.7 higher than the prior-year quarter. Excluding the impact of the NSC Transfer, O&M expenses were $2.3 higher than the prior-year quarter, as higher expense levels for non-payroll operations and bad debt expense were only partly offset by lower post-retirement benefit costs and administrative expenses.
Taxes, other than income taxes, increased $6.0, due to $3.2 higher gross receipts taxes resulting from higher revenues, combined with higher property and real estate tax expense.
Depreciation and amortization expenses for the quarter ended December 31, 2025 were $6.7 higher than the same period in the prior year primarily driven by rate changes at Spire Missouri combined with continued infrastructure capital expenditures across all the Utilities.
Interest expense increased $1.7. 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.
Gas Marketing
Including $7.1 (after-tax) unfavorable mark-to-market activity, net income decreased $4.8. The $2.3 quarter-over-quarter increase in adjusted earnings primarily reflects incremental realized business portfolio optimization activities in the current year.
Contribution margin decreased $6.7 versus the prior-year quarter, reflecting the $9.5 (pre-tax) unfavorable mark-to-market activity. Excluding this impact, contribution margin increased $2.8, reflecting the favorable drivers noted above. O&M expenses were flat with prior-year levels.
Net income and adjusted earnings for the Company’s Midstream segment for the quarter ended December 31, 2025 versus the prior-year quarter increased $0.7, respectively. The increase was driven by higher Spire Storage earnings, reflecting additional storage capacity.
Revenues in the current quarter increased $5.5 versus the prior-year quarter, reflecting the higher activity with storage. O&M expenses were down $1.2 quarter-over-quarter, due primarily to storage expansion ramp-up costs in the prior year that did not repeat.
Other
The Company’s other activities generated a $19.2 loss in the three months ended December 31, 2025, $8.3 higher than the prior year period. The major contributor to this variance was $8.5 pre-tax ($6.5 after-tax) of current year costs associated with the pending Piedmont Tennessee acquisition. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.
Spire Missouri
Three Months Ended December 31,
2025
2024
Operating Income [GAAP]
$
118.0
$
85.4
Operation and maintenance expenses
79.7
76.2
Depreciation and amortization
52.8
45.7
Taxes, other than income taxes
41.8
36.6
Less: Gross receipts tax expense
(21.7
)
(19.5
)
Contribution Margin [Non-GAAP]
270.6
224.4
Natural gas costs
224.1
213.6
Gross receipts tax expense
21.7
19.5
Operating Revenues
$
516.4
$
457.5
Net Income
$
77.2
$
53.4
Operating revenues for the quarter ended December 31, 2025 were $58.9 higher than the comparable prior-year period. The increase was primarily the result of four drivers: $46.4 due to implementation of the most recent rate case, higher off-system sales of $7.6, incremental ISRS revenues totaling $2.2, and higher gas cost recoveries of $3.7. These favorable impacts were only partly offset by a negative volume impact (net of weather mitigation) of $3.1.
Contribution margin for the three months ended December 31, 2025 increased $46.2 from the same period in the prior year, primarily due to the $46.4 increase relating to implementation of the most recent rate case, combined with $2.2 incremental ISRS billings, which more than offset the unfavorable $3.1 weather-mitigated margin impact.
Degree days in Spire Missouri’s service areas during the three months ended December 31, 2025 were 9.3% warmer than normal, but 10.6% colder than the comparable prior year period. Spire Missouri’s total system volume sold and transported were 472.2 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 450.6 million CCF for the same period in the prior year. Total off-system volume sold and transported were 29.7 million CCF for the current-year quarter, compared with 21.9 million CCF a year ago.
O&M expenses for the current-year quarter increased $3.5 versus the prior-year quarter. Excluding the NSC Transfer impact, the increase was $2.7. This increase reflects higher expense levels for non-payroll operations and insurance expense that were only partly offset by lower post-retirement benefit costs and administrative expenses.
Depreciation and amortization expenses increased $7.1 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 $5.2, driven by higher pass-through gross receipts taxes combined with higher property taxes.
Interest expense increased $2.1, 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 December 31, 2025 increased $23.8 versus the prior-year quarter.
Operating revenues for the three months ended December 31, 2025 increased $21.3 from the same period in the prior year. The increase in operating revenue was attributable to favorable volume impacts of $11.o, annual net RSE update of $5.0, and a $3.6 increase in current year gas cost recoveries. $4.3 of the RSE benefit was the result of the prior year being burdened with a $4.3 customer refund provision.
Contribution margin was $3.6 higher versus the prior-year quarter, driven primarily by a favorable $4.9 annual RSE rate update. The prior year RSE customer refund provision discussed above represented $4.1 of this increase. These rate impacts were only partly offset by a $1.7 decline relating to volumetric margin net of weather mitigation.
As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended December 31, 2025, were 9.7% colder than normal, and 49.0% colder than a year ago. Spire Alabama’s total system volume sold and transported were 243.3 million CCF for the three months ended December 31, 2025, compared with 259.8 million CCF for the same period in the prior year. Total off-system volume sold and transported were 15.5 million CCF for the current-year quarter, compared with 16.7 million CCF off-system volume sold and transported in last year’s first quarter.
Reported O&M expenses for the three months ended December 31, 2025 increased $0.5 versus the prior-year quarter. After excluding the impact of the NSC Transfer, O&M expenses in the current year quarter were $0.8 lower than the corresponding prior year period. Higher bad debt expense was more than offset by lower post-retirement benefit costs and lower administrative expenses.
Interest expense for the current-year quarter decreased $0.3 versus the prior-year quarter, primarily the result of lower 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 December 31, 2025, resulting net income increased $3.9 versus the prior-year quarter.
For the three months ended December 31, 2025, net cash from operating activities decreased $0.1 from the corresponding period of fiscal 2024. The key drivers of the favorable change are regulatory timing and fluctuations in working capital items, as discussed below in the Future Cash Requirements section.
For the three months ended December 31, 2025, net cash used in investing activities was $58.8 less than the same period in the prior year. Total capital expenditures were $57.8 lower than last year, with a $20.8 spending decrease in the Utilities, and a $36.6 spending decrease for Midstream.
Lastly, for the three months ended December 31, 2025, net cash provided by financing activities decreased $67.0 compared with the three months ended December 31, 2024. The decrease was driven primarily by $1,116.0 reduction in net short‑term debt, partially offset by $1,100.0 in incremental long‑term debt issuances discussed below in the Source of Funds section. Financing cash flows were also impacted by a $32.5 decrease in stock issuances and a $12.7 increase in financing costs relative to the three months ended December 31, 2024.
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 December 31, 2025, are related to pending Piedmont Tennessee Transaction, capital expenditures, principal and interest payments on long-term debt, natural gas purchase obligations, and dividends. The pending acquisition will require financing of $2.48 billion, expected to be funded through a balanced mix of debt, equity and hybrid securities. In connection with the financing plan, Spire is considering selling certain non-core assets, to help fund the acquisition. The sale is subject to board approval. For information about these resources, see Note 6, Financing. Excluding the pending acquisition, 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 $809 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.
Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of December 31, 2025.
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 6, 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, the Company has access to a fully committed bridge facility in connection with the pending Piedmont Tennessee Transaction. The facility provides up to $2.48 billion in short-term financing. At December 31, 2025, the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. The loan bears interest at Adjusted Term SOFR plus 1.375% or Base Rate Plus 0.375% and matures 364 days after funding. As of December 31, 2025, the facility remains undrawn. For information about these resources, see Note 12, Acquisitions and Divestitures
Long-term Debt and Equity
Factoring in the current portion of long-term debt, the Company’s long-term consolidated capitalization consisted of 41% equity at December 31, 2025 and 47% equity at September 30, 2025, respectively. At December 31, 2025, Spire had outstanding principal of long-term debt totaling $4,971.5, of which $2,168.0 was issued by Spire Missouri, $715.0 was issued by Spire Alabama, and $2,088.5 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 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 6, 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. The notes will be issued in multiple tranches with maturities from 2029 to 2038 and fixed interest rates ranging from 4.59% to 5.44%. Closing is contingent upon completion of the Piedmont Tennessee Transaction and is expected by June 30, 2026. Proceeds will 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 6, 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, are expected to be 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 6, Financing.
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 December 31, 2025, 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 4, Shareholders’ Equity, of the Notes to Financial Statements in Item 1.
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 11 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 5, 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, but none are currently expected to have a significant impact.
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 three months ended December 31, 2025.
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 December 31, 2025, 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 December 31, 2025, 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 December 31, 2025, the Company has recorded through accumulated other comprehensive income a cumulative mark-to-market net gain of $14.0 on open swap contracts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For this discussion, see Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Change in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Spire Missouri
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Spire Alabama
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
For a description of legal proceedings, environmental matters and regulatory matters, see Note 11, Commitments and Contingencies, and Note 5, Regulatory Matters, of the Notes to Financial Statements in Item 1 of Part I.
Item 1A. Risk Factors
There were no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The only repurchases of Spire’s common stock in the quarter were pursuant to elections by employees to have shares of stock withheld to cover employee tax withholding obligations upon the vesting of performance-based and time-vested restricted stock and stock units. The following table provides information on those repurchases.
Period
(a) Total Number of Shares Purchased
(b) Average Price Paid Per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
October 1, 2025 - October 31, 2025
—
$
—
—
—
November 1, 2025 November 30, 2025
21,105
86.16
—
—
December1, 2025 - December 31, 2025
892
86.79
—
—
Total
21,997
86.19
—
—
Spire Missouri’s outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of December 31, 2025, all of Spire Missouri’s retained earnings were free from such restrictions.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarterly period ended December 31, 2025, no director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in the Exchange Act).
Interactive Data Files including the following information from the Quarterly Report on Form 10-Q for the period ended December 31, 2025, formatted in inline extensible business reporting language (“Inline XBRL”): (i) Cover Page Interactive Data and (ii) the Financial Statements included in Item 1.
104
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.