Spire Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2025, Spire Inc. (“Spire”), Spire Missouri Inc. (“Spire Missouri”), Spire Alabama Inc. (“Spire Alabama”) and Spire Tennessee Inc. (“Spire Tennessee” and, together with Spire, Spire Missouri and Spire Alabama, each, a “Borrower” and, collectively, the “Borrowers”) entered into a First Amendment to Second Amended and Restated Loan Agreement among the Borrowers, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto as Banks (the “First Amendment”) which amended the Second Amended and Restated Loan Agreement, dated as of October 11, 2024, among Spire, Spire Missouri, Spire Alabama, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto as Banks (as amended by the First Amendment, the “Loan Agreement”), providing for, among other things: (i) joinder of Spire Tennessee as a Borrower under the Loan Agreement, subject to the terms therein, and (ii) extension of the Final Maturity Date to October 11, 2030.

Each Borrower and its affiliates has or may have customary banking relationships with one or more of the banks under the Loan Agreement for the provision of a variety of financial services, including commercial paper dealer, pension fund trustee, cash management, investment banking, and lockbox services, none of which are material individually or in the aggregate with respect to any individual party.

Each of Spire, Spire Missouri and Spire Alabama has paid certain arrangement and extension fees as set forth in the Fee Letter, dated as of December 4, 2025, among Spire, Spire Missouri, Spire Alabama, Wells Fargo Securities and Wells Fargo Bank, National Association.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

SIGNATURES

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 hereunto duly authorized.