SR Spire Inc - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On April 14, Spire Midstream LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the “Seller”), and Subterra Energy Holdings, LLC, a Delaware limited liability company (the “Buyer”) (collectively the “Parties”), entered into a Membership Interest Purchase Agreement (the “Agreement”), pursuant to which the Seller has agreed to sell to the Buyer all of the issued and outstanding membership interests of Belle Butte LLC, a Missouri limited liability company (“Company”), for cash purchase price equal to $600 million payable at the closing and $50 million deferred consideration payable on or before September 2027, subject to customary adjustments as set forth in the Agreement (the “Transaction”) and the other terms and conditions of the Agreement. The Buyer is an affiliate of I Squared Capital. The Company owns all of the outstanding membership interests in Spire Storage West LLC, a Delaware limited liability company (“Storage West”) and Spire Storage Salt Plains LLC, a Delaware limited liability company (“Salt Plains”). Storage West owns and operates an underground natural gas storage facility located in Uinta County, Wyoming, and Salt Plains owns and operates an underground natural gas storage facility located in Grant County, Oklahoma.

The Agreement includes customary representations, and warranties consistent with a representation and warranty insurance transaction, including assurances regarding ownership of the membership interests, compliance with applicable laws, and the accuracy of financial statements. The closing of the Transaction is subject to customary closing conditions, and the parties have agreed to certain post-closing covenants and agreements. The Transaction is subject to the Hart-Scott Rodino Antitrust Improvements Act of 1976 and other regulatory review. The Transaction is expected to close during the second half of Spire Inc.’s (“Spire”) fiscal year 2026.

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, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 15, 2026, Spire issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information provided in this Item 7.01 (including Exhibit 99.1) 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 under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

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 of 1933, Section 21E of the Securities Exchange Act of 1934, 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, conditions to the completion of the Transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the Transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Agreement; Spire being unable to achieve the anticipated benefits of the Transaction; 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1

Membership Interests Purchase Agreement, dated April 14, 2026, by and between Spire Midstream LLC and Subterra Energy Holdings, LLC

99.1

Press Release, dated April 15, 2026, issued by Spire Inc.

104

Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).