Current Report · Items 2.01, 7.01, 9.01 · 8-K
Spire Inc.
SRNYSEEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026, Spire Resources LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc.…
Filed Apr 30, 2026Accepted Apr 30, 2026, 4:32 PM EDTCIK 1126956Accession 0001193125-26-197505
Company context
At Spire (NYSE: SR), our vision is to deliver a stronger energy future as an industry-leading natural gas provider. We safely and reliably serve the natural gas needs of close to 2 million homes and businesses through gas utilities in Alabama, Mississippi, Missouri and Tennessee, making us one of the largest publicly traded natural gas companies in the country. We are committed to transforming our business through growing organically, investing in infrastructure and driving continuous improvement. Learn more at SpireEnergy.com.
Current securities
Disclosure sections
Items 2.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2026, Spire Resources LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the “Seller”), entered into a Membership Interests Purchase Agreement ("Agreement") with Boardwalk Pipelines, LP, a Delaware limited partnership (the “Purchaser”), dated as of March 28, 2026. Subject to the terms and conditions set forth therein, Spire agreed to sell all of the issued and outstanding membership interests of Spire Marketing Inc., a Missouri corporation and wholly-owned subsidiary of Seller (“Spire Marketing”) (the “Transaction”).
On April 30, 2026, Seller completed the previously announced Transaction for $215.0 million in cash, subject to customary post-closing adjustments as provided in the Agreement.
The closing of the Transaction occurred following the satisfaction or waiver of all material closing conditions, including the conversion of Spire Marketing from a Missouri corporation to a limited liability company organized in Delaware and compliance with all applicable regulatory approvals.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 10.1 to Spire’s Current Report on Form 8-K, filed on March 30, 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On April 30 2026, Spire issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Spire under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Forward-Looking Information
This document contains “forward looking statements” that are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as, but not limited to: “estimates,” “expects,” “projects,” “anticipates,” “intends,” “targets,” “plans,” “forecasts,” “may,” “likely,” “would,” “should,” “anticipated,” and similar expressions.
Actual outcomes or results could differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors, including but not limited to, Spire being unable to achieve the anticipated benefits of the Transaction; the significant transaction costs associated with the Transaction; the risk that disruptions from the Transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Transaction; and other factors relating to the operations and financial performance discussed in Spire’s filings with the SEC.
Although the forward-looking statements contained in this document are based on estimates and assumptions that management believes are reasonable, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. More complete descriptions and listings of these uncertainties and risk factors can be found in Spire’s Annual Report on Form 10-K for the year ended September 30, 2025 and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Spire cannot guarantee that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on Spire’s operations or financial performance. Such forward-looking statements are made based on information available as of the date of this document, and Spire undertakes no obligation to revise or update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable laws.
Filed exhibits (1)
EX-99.1 (by filename) sr-ex99_1.htmEX-99.1
2
sr-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Investor Contact:
Megan L. McPhail
314-309-6563
Megan. McPhail@SpireEnergy.com
Media Contact:
Jason Merrill
314-342-3300
Jason. Merrill@SpireEnergy.com
For Immediate Release
Spire completes sale of gas marketing business to Boardwalk Pipelines for $215 million
• Sale complete, effective April 30, 2026, for $215 million in cash
• Employees and clients of Spire Marketing will transition to the new Boardwalk business unit, Boardwalk Continuum Marketing, LLC
• Transaction sharpens Spire’s focus on regulated natural gas utility businesses
• Proceeds used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes
ST. LOUIS (April 30, 2026) - Spire Inc. (NYSE: SR) today announced it has completed the sale of its gas marketing business, Spire Marketing Inc. (Spire Marketing), to Boardwalk Pipelines, LP (Boardwalk) effective April 30, 2026, for $215 million in cash.
Employees and clients of Spire Marketing will transition to the new Boardwalk business unit, Boardwalk Continuum Marketing, LLC. Proceeds from the sale were used to partially f…
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