United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
|
|
Exact Name of Registrant as |
|
| |||
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
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 8.01 Other Events.
On January 29, 2026, Spire Inc. (“Spire”) announced that it will redeem all 10,000 of its outstanding Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share, liquidation preference $25,000 per share (the “Series A Preferred Stock”) and the corresponding depositary shares of the Company (“Depositary Shares”), each representing 1/1000th fractional interest in one share of Series A Preferred Stock. The anticipated redemption date is February 13, 2026 (the “Redemption Date”). The Depositary Shares will be redeemed at a redemption price of $25.00 per share (equivalent to $25,000 per share of the Series A Preferred Stock), plus $0.36056 per share, the amount equal to all accumulated and unpaid dividends up to, but not including, the Redemption Date. The Series A Preferred Stock will cease to accumulate dividends immediately prior to the Redemption Date. Upon redemption, the Series A Preferred Stock (or related Depositary Shares) will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. Upon redemption, the Series A Preferred Stock will be delisted from trading on the New York Stock Exchange.
A copy of the press release announcing the redemption of all of the outstanding shares of the Series A Preferred Stock is hereby incorporated by reference and filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report.
| Exhibit Number |
Exhibit | |
| 99.1 | Spire Inc. press release dated January 29, 2026, “Spire Inc. Announces Redemption of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPIRE INC. | ||||||
| Date: January 29, 2026 | By: | /s/ Adam Woodard | ||||
| Adam Woodard | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
|
Investor Contact: Megan McPhail 314-309-6563 | |
| Media Contact: | ||
| Jason Merrill | ||
| 314-342-3300 | ||
For Immediate Release
Spire Inc. Announces Redemption of
5.90% Series A Cumulative Redeemable Perpetual Preferred Stock
ST. LOUIS (Jan. 29, 2026) — Spire Inc. (NYSE: SR) (the “Company”) announced today that it has delivered notice to holders of the Company’s 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock (NYSE: SR.PRA – CUSIP No.: 84857L309) (the “Series A Preferred Stock”) of the Company’s intent to redeem all 10,000 of its outstanding Series A Preferred Stock, par value $25.00 per share, liquidation preference $25,000 per share and the corresponding depositary shares of the Company (“Depositary Shares”), each representing 1/1000th fractional interest in one share of Series A Preferred Stock.
The anticipated redemption date is February 13, 2026 (the “Redemption Date”). The Depositary Shares will be redeemed at a redemption price of $25.00 per share (equivalent to $25,000 per share of the Series A Preferred Stock), plus $0.36056 per share, for a total payment of $25.36056 per share, the amount equal to all accumulated and unpaid dividends up to, but not including, the Redemption Date (the “Redemption Price”). The Series A Preferred Stock will cease to accumulate dividends immediately prior to the Redemption Date. Upon redemption, the Series A Preferred Stock (or related Depositary Shares) will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. As a result, no separate dividend will be paid on February 17, 2026. Upon redemption, the Series A Preferred Stock will be delisted from trading on the New York Stock Exchange.
The Depositary Shares are held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Depositary Shares will be made by Computershare Inc. and Computershare Trust Company, N.A., collectively, as transfer agent and redemption agent, in accordance with the Deposit Agreement governing the Depositary Shares. Questions relating to, and requests for additional copies of, the notice of redemption and the related materials should be directed to Computershare Trust Company, N.A. for the redemption of the Series A Preferred Stock. The address for the redemption agent is as follows:
Computershare Trust Company, N.A.
Attn: Corporate Actions
150 Royall St., Suite 101
Canton, MA 02021
Investors in the Depositary Shares should contact the bank or broker through which they hold a beneficial interest in the Depositary Shares for information about obtaining the Redemption Price for the Depositary Shares in which they have a beneficial interest.
About Spire
At Spire Inc. (NYSE: SR) we believe energy exists to help make people’s lives better. It’s a simple idea, but one that’s at the heart of our company. Every day we serve 1.7 million homes and businesses making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related businesses include Spire Marketing and Spire Midstream. We are committed to transforming our business through growing organically, investing in infrastructure, and driving continuous improvement. Learn more at SpireEnergy.com.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Spire’s future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company’s control, including weather conditions, economic factors, the competitive environment, governmental and regulatory policy and action, and risks associated with acquisitions. For a more complete description of these uncertainties and risk factors, see the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, each as filed with the Securities and Exchange Commission.
###