Spire Inc S-3ASR, filed Apr 30, 2026
Spire Inc (SR)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SPIRE INC.
(Exact name of registrant as specified in its charter)
Missouri |
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74-2976504 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
MATTHEW J. APLINGTON |
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COURTNEY M. VOMUND |
Senior Vice President, Chief Legal Officer |
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Senior Vice President, Chief Administrative Officer & Corporate Secretary |
700 Market Street
St. Louis, MO 63101
314-342-0500
(Names, address, including zip code, and telephone number, including area code, of agents for service
and address, including zip code, and telephone number of registrant’s principal executive offices)
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the 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 |
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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 7(a)(2)(B) of Securities Act.
PROSPECTUS
Spire Inc.
Dividend Reinvestment and Direct Stock Purchase Plan
250,000 Shares
Common Stock
This prospectus relates to 250,000 shares of the common stock, par value $1.00 per share (“common stock”), of Spire Inc. (“Spire,” the “Company,” “we,” “us,” and “our”) registered for sale under the Spire Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”). This Plan amends and restates our current Dividend Reinvestment and Stock Purchase Plan. Participants in the current Dividend Reinvestment and Stock Purchase Plan will automatically continue to participate in the Plan.
The Plan provides a convenient method for current and potential investors to purchase shares of our common stock. The Plan also provides holders of our common stock with a simple and convenient method of purchasing shares of our common stock through the reinvestment of their dividends. The Plan offers:
You do not have to be a current shareholder to participate in the Plan. You can purchase your first shares of our common stock by making an initial investment of not less than $500.00 and not more than $150,000.00 per calendar year. As a participant in the Plan, you may also make optional cash investments through the Plan, subject to a minimum investment of $50.00 and a maximum investment of $150,000.00 per year.
Shares purchased for participants through the Plan will be purchased in the open market by our plan administrator, Computershare Trust Company, N.A. (“Computershare” or “Plan Administrator”), or acquired directly from us as original issue shares. If the shares are purchased from us, the price per share will be the average of the high and low sales prices for the common stock on the relevant investment date as shown by The New York Stock Exchange (the “NYSE”) report of composite transactions. There are no per share purchase fees charged when shares are acquired directly from us through original issuance. (See Question 14). If shares are purchased through open market or privately negotiated transactions, the price per share will be the weighted average cost per share of all shares so purchased for the relevant investment date. In such cases, a per share purchase fee will be charged to participants for those transactions, which will be deducted from the amount invested. As of the date of this prospectus, the fee is $0.05 per share purchased, but the fee may change from time to time. (See Question 14).
Our common stock is traded on the NYSE under the symbol “SR.” The closing price of the common stock on April 28, 2026 on the NYSE was $90.87.
Investing in our common stock involves risks. Before buying our common stock, you should refer to the risk factors in our periodic reports, in prospectus supplements relating to specific offerings and in other information that we file with the Securities and Exchange Commission. See “Risk Factors” on page 4 of this prospectus.
This prospectus is not an offer to sell securities and it is not soliciting an offer to buy securities in any state or country where the offer or sale is not permitted.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is April 29, 2026.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement filed with the Securities and Exchange Commission, or the SEC. Under this registration statement, we may offer up to a total of 250,000 shares of our common stock described in this prospectus pursuant to the Plan. This prospectus provides you with a general description of the Plan. We may also add, update or change the information contained in this prospectus by means of a supplement to this prospectus. If there is an inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail on descriptions of the matters discussed in this prospectus. Before you invest in our securities, you should carefully read the registration statement (including the exhibits) of which this prospectus forms a part, this prospectus, any prospectus supplement and the documents incorporated by reference into this prospectus. The incorporated documents are described under “Where You Can Find More Information.”
You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone else to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell securities in any jurisdiction where the offer to sale is not permitted. The information contained in this prospectus or the documents incorporated by reference in this prospectus are current only as of the date of this prospectus or the incorporated documents, as the case may be. Our business, financial condition, results of operations and prospects may have changed materially since that date.
WHERE YOU CAN FIND MORE INFORMATION
This document is called a prospectus and is part of a registration statement that we filed with the SEC relating to the shares of our common stock offered under the Plan. This prospectus does not include all of the information in the registration statement. The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us, the Plan and the securities offered. The registration statement can be read at the SEC website or at the SEC office identified below.
We file annual, quarterly and current reports, and other information with the SEC. These SEC filings are available over the Internet at the SEC’s website at http://www.sec.gov or on our own website at http://www.spireenergy.com. Information contained on our website does not constitute part of this prospectus. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the Public Reference Room.
The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means we can disclose important information by referring you to those documents. The information we incorporate by reference is an important part of this prospectus or any prospectus supplement relating to an offering of our securities and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below, and any future filings made with the SEC under Sections 13(a), 13(c), 14 and 15 of the Securities Exchange Act of 1934, as amended, from the time we file the initial registration statement until we sell all of the securities. These documents contain important information about us and our finances. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.
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SEC Filings (File No.1-16681) |
Period/Date Filed |
Annual Report on Form 10-K |
Fiscal Year ended September 30, 2025 |
Quarterly Reports on Form 10-Q |
Quarters ended December 31, 2025 |
Current Reports on Form 8-K |
Filed on October 24, 2025; November 17, 2025; November 24, 2025; December 17, 2025; December 18, 2025; January 12, 2026; January 29, 2026; January 30, 2026; February 9, 2026; February 18, 2026; March 16, 2026; March 30, 2026; March 31, 2026; April 6, 2026 (Form 8-K/A); April 15, 2026; and April 22, 2026. |
Description of our common stock included in Exhibit 4.27 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (including any amendment or report filed with the SEC for the purpose of updating this description) |
Any person to whom a copy of this prospectus is delivered may obtain without charge, upon written or oral request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for copies of documents should be directed to:
Spire Inc.
Attn: Investor Relations
700 Market Street, 6th Floor
St. Louis, Missouri 63101
(314) 309-6563
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PLAN SUMMARY
Participation. The Plan has a direct purchase feature that enables persons not presently owning Spire common stock to apply for enrollment by submitting an enrollment form and a cash investment of at least $500.00 with a maximum of $150,000.00 per calendar year for the purchase of common stock. Shareholders with shares of common stock registered in their name may apply for enrollment in the Plan by submitting the appropriate enrollment form or by accessing the plan administrator’s website at www.computershare.com/investor. If shares of common stock are held in a brokerage account, investors may participate directly by registering some or all of these shares in the investor’s name with the Plan Administrator.
Administration. Computershare Trust Company, N.A. administers the Plan for us on behalf of participants in the Plan, and it will maintain your account. Computershare Trust Company, N.A., acting as administrator for the plan, is sometimes referred to in this prospectus as “Computershare” and as the “Plan Administrator.”
Certificates. Stock certificates can be deposited into an account as Plan shares if the account is enrolled in the Plan.
Company. Spire Inc.
700 Market Street
St. Louis, MO 63101
314-309-6563
Direct Registration Shares. Direct registration enables an investor to be the registered owner of shares of common stock directly on the books of the Company without the need for physical certificates. Direct registration shares can be enrolled in the Plan. The Direct Registration System (“DRS”) is managed by The Depository Trust Clearing Corporation (“DTCC”) and enables its participants to move securities electronically between street-name ownership and the books of the Company.
Plan Account. When you enroll in the Plan, an account will be opened in your name(s) to hold the shares of common stock you buy through the Plan. The shares in the account will be held in “book-entry” form. Therefore, instead of receiving stock certificates, you will receive statements of your account.
Dividends. You may choose to reinvest dividends on any or all shares held in your Plan account. If you have your dividends reinvested, the shares purchased will be added to your Plan account.
Additional Purchases. In addition to dividend reinvestment, you may make optional cash purchases (“optional cash purchases”) to purchase Spire common stock through the Plan. You may invest up to $150,000.00 per calendar year in minimum investments of $50.00 per transaction. You may also make automatic monthly purchases by means of electronic funds transfers from your bank. Please see question 20 for more information on optional cash purchases.
Source of Shares. The Plan Administrator may acquire shares for the Plan either directly from us, through the public securities markets or in privately negotiated transactions. We have the discretion to operate the Plan through any of these methods and we may change the method of operation of the Plan, from time to time, consistent with applicable securities laws. Please see question 22 for more information on the source of the shares used for the Plan.
THE COMPANY
Spire, with its principal office in St. Louis, Missouri, is a public utility holding company whose primary business is the safe and reliable delivery of natural gas service to approximately 2 million residential, commercial and industrial customers across Missouri, Alabama, Mississippi and Tennessee. We have three reportable business segments: Gas Utility, Gas Marketing and Midstream.
Our Gas Utility segment consists of our natural gas utilities: Spire Missouri Inc. (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), and Tennessee.
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Our Midstream segment includes Spire MoGas Pipeline LLC, Belle Butte LLC (consisting of the operations of Spire Storage West LLC and Spire Storage Salt Plain LLC), Spire Properties Wentzville LLC and Omega Pipeline Company, LLC, which are subsidiaries engaged in the transportation and storage of natural gas.
On March 30, 2026, we announced that we entered into a definitive agreement to sell Spire Marketing Inc. (“Spire Marketing”). The transaction received all required approvals and expects to meet all closing conditions and close on April 30, 2026. However, there can be no assurance as to the timing of closing or that the transaction will be completed on the terms announced or at all. Until closing, Spire Marketing will continue to operate as part of our consolidated group. Following the closing of the sale, we expect to update our segment disclosures in our periodic reports.
On April 15, 2026, we announced that we entered into a definitive agreement to sell Belle Butte, LLC (“Belle Butte”). The transaction remains subject to customary closing conditions and required approvals, and there can be no assurance as to the timing of closing or that the transaction will be completed on the terms announced or at all. Until closing, Belle Butte will continue to operate as part of our consolidated group.
On April 22, 2026, we announced that we entered into a definitive agreement to sell Spire Mississippi Inc. (“Spire Mississippi”). The transaction remains subject to customary closing conditions and required approvals, and there can be no assurance as to the timing of closing or that the transaction will be completed on the terms announced or at all. Until closing, Spire Marketing will continue to operate as part of our consolidated group.
See “Forward-Looking Statements” and the documents incorporated by reference for additional information regarding the announced transactions.
Our principal offices are located at 700 Market Street, St. Louis, Missouri, 63101 and our telephone number is 314-342-0500.
RISK FACTORS
Investing in our common stock involves risks. Before making an investment decision, you should read and carefully consider the risk factors described in our annual, quarterly and current reports filed with the SEC, which are incorporated by reference into this prospectus, as well as other information we include or incorporate by reference in this prospectus before making an investment decision. You should also be aware that new risks may emerge in the future at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial condition or performance. See also “Description of the Plan—Background: 2. What are the Risks of the Plan?”
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus and the information incorporated by reference herein, 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:
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You are urged to consider the risks, uncertainties and other factors that could affect our business as described in this prospectus and the information incorporated by reference herein. All forward-looking statements made or incorporated by reference in this prospectus rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. We do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement in light of future events.
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DESCRIPTION OF THE PLAN
The provisions of the Plan in effect on and after the date of this prospectus are presented in the following questions and answers. For additional information concerning the Plan, you may contact the Plan Administrator at 1-800-884-4225.
BACKGROUND
The Plan offers a convenient method to initially invest in or increase ownership of our common stock by reinvesting cash dividends and/or making optional cash purchases.
Participation in the Plan is entirely voluntary, and we give no advice and make no recommendation regarding your decision to join the Plan or purchase or sell our common stock.
In addition to the factors set forth under “Forward-looking Statements” above, the disadvantages or risks of the Plan include:
Participants are encouraged to review carefully other important factors and risks that are identified in our most recent annual report on Form 10-K and quarterly reports, as the case may be, which are incorporated by reference into this prospectus.
ADMINISTRATION
Computershare Trust Company, N. A., a federally charted trust institution, is the Plan Administrator. You may contact Computershare by:
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• Mail – U. S. Standard Mail: |
P. O. Box 43006 Providence, RI 02940-3006 |
Overnight/Express Delivery: |
150 Royall Street, Suite 101 Canton, MA 02021 |
If Computershare ceases to serve as Plan Administrator, we will designate a successor.
The Plan Administrator is responsible for enrolling new participants in the Plan, reinvesting dividends, processing optional cash purchases, processing share sale requests, depositing and safekeeping shares held by the Plan, processing requests for certificates, issuing account statements and keeping records.
The Plan Administrator is also responsible for purchasing and selling shares for participants’ Plan accounts, including the selection of the broker/dealer through which Plan purchases and sales are made if such shares are purchased in the open market. We have no control over the times or prices at which the Plan Administrator effects transactions in the open market or the selection of the broker/dealer used by the Plan Administrator to effect open market transactions.
In administering the Plan, neither we, the Plan Administrator nor any broker/dealer selected by the Plan Administrator to execute purchases and sales on behalf of the Plan participants is or will be liable for any good faith act or omission to act, including, but not limited to, any claim of liability: (i) arising out of the failure to terminate your account upon your death prior to the receipt of written notice of such death; (ii) with respect to the times and prices at which shares are purchased or sold; or (iii) as to the value of the shares acquired for participants.
The Plan is entirely voluntary. We and the Plan Administrator provide no advice and make no recommendation with respect to a participant’s purchases and sales of our common stock. We and the Plan Administrator cannot assure a profit or protect against a loss on common stock purchased under the Plan.
We may from time to time designate a bank, broker or trust company as a successor to Computershare to serve as the Plan Administrator under the Plan.
We reserve the right to suspend, modify or terminate the Plan at any time, including changing the fees, charges and commissions that are applicable for transactions under the Plan. Any termination or modification of the Plan will not affect your rights as a shareholder, and termination of the Plan will have the same effect as if you had completely withdrawn from participation in the Plan.
PARTICIPATION
Any person or legal entity residing in the United States, whether or not a shareholder of record, is eligible to participate in the Plan. However, this prospectus does not serve as an offer to sell securities and is not soliciting to buy securities in any state where the offer or sale is not permitted. If you currently own shares of our common stock that are held on your behalf by a bank, broker, or other nominee, you will need to instruct your bank, broker or other nominee to transfer at least one share of our common stock to your name through the Direct Registration System (“DRS”) to an account registered in your name or to cause a stock certificate to be issued in your name.
If you reside outside of the United States, its territories and possessions, you should first determine whether you are subject to any governmental regulations prohibiting your participation. We reserve the right to terminate participation of any shareholder if it is deemed advisable under any foreign laws or regulations.
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The Plan is intended for the benefit of our shareholders and not for persons or entities who engage in transactions that cause, or are designed to cause, aberrations in the price or trading volume of our common stock. Notwithstanding anything in the Plan to the contrary, we reserve the right, as determined in our sole discretion, to exclude any persons or entities from participation in the Plan at any time.
After reviewing this prospectus, eligible investors may join the Plan online or through the mail as indicated below.
The initial investment can be paid by check, made payable to “Computershare – Spire,” in U.S. dollars drawn on a U.S. bank. When enrolling online, an investor can authorize a one-time bank debit to satisfy the minimum purchase amount or a one-time debit plus ongoing investments. After the initial minimum investment has been paid, the minimum cash purchase will be $50.00. Total cash purchases, including the initial minimum investment, may not exceed $150,000.00 per calendar year.
Shareholders who enroll in the Plan can increase their ownership of our common stock through the automatic reinvestment of dividends received on our common stock or through the cash investment options.
If you do not wish to reregister shares you can participate in the same manner as a new investor.
You may join the Plan at any time.
If you are enrolling for dividend reinvestment and the Plan Administrator receives your authorization form before the record date for the payment of the next dividend, the Plan Administrator will invest the amount of that dividend in additional shares of common stock. If your authorization form is received on or after the record date but before the payment date for a dividend, the dividend will be paid to you in cash and the dividend reinvestment will not start until payment of the following dividend.
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If you are enrolling solely to make optional cash purchases, your participation in the Plan will begin on the first Investment Date (defined below) following the Plan Administrator’s receipt of your enrollment form and optional cash purchase so long as they are received at least three business days prior to the Investment Date. Otherwise, your investment will be made on the next Investment Date. See question 23 for a description of Investment Dates.
The enrollment form offers you the following participation options:
NOTE: The Plan Administrator will continue to reinvest your dividends as indicated on your enrollment form until you specify otherwise. You may change your dividend option at any time by completing a new enrollment form and returning it to the Plan Administrator, or through the Internet if you have established online account access at www.computershare.com/investor.
You may request a change of investment options at any time by completing a new enrollment form and returning it to the Plan Administrator, or through the Internet if you have established online account access on the Plan Administrator’s website. If you change your option with respect to reinvestment of dividends, the Plan Administrator must receive your new authorization before the record date for the next dividend payment for the change to be effective with respect to that dividend.
You may use the Plan’s “share safekeeping” feature to deposit any of our common stock certificates in your possession with the Plan Administrator. Shares deposited will be transferred into the name of the Plan Administrator or its nominee and credited to your Plan account. To combine shares held in certificate form with shares held through your Plan account, you must complete the tear-off section of the account statement and submit it, or a letter of instruction, with your certificates to the Plan Administrator at the address provided in question 3. You should not sign the certificate(s) or complete the assignment section. There is no charge for this service. By using the share safekeeping feature, you no longer bear the risks associated with loss, theft or destruction of stock certificates.
Because you bear the risk of loss when sending stock certificates through the mail, we suggest that you send them registered and insured for at least 3% of the current market value.
COSTS
When we elect to use open market purchases, a per share purchase fee will be charged to participants for those transactions. The per share purchase fee will be deducted from the amount invested. This fee may change from time to time but, as of the date of this prospectus, it is $0.05 per share purchased.
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There are no per share purchase fees charged when shares are acquired directly from us through original issuance.
Purchases by automatic withdrawal from your bank account by electronic funds transfer may be charged a fee by your bank.
A service charge and per share sold fee will be charged if you sell shares from the Plan. These fees and charges can change from time to time. Please see “Costs to Participants” below for a list of fees and charges as of the date of this prospectus. Fees are subject to change at any time.
DIVIDENDS
Generally, dividends on our common stock are payable on the second business day of January, April, July, and October, with record dates generally being on or about the preceding December 11, March 11, June 11, and September 11, respectively.
NOTE: The payment of dividends is at the discretion of our Board of Directors. The Board may discontinue the payment of dividends or change the amount and timing of dividends at any time without notice.
The Plan Administrator will automatically reinvest dividends in additional shares (currently to the sixth decimal point), or pay dividends in cash, in accordance with the option you have selected.
Dividends that are reinvested will typically be used to purchase shares on a dividend payment date when they are purchased directly from us. Shares acquired by the Plan Administrator in the open market or through privately negotiated transactions will be purchased beginning with the dividend payment date and ending no later than the last trading day of that month. See question 20 for a description of how common stock may be purchased through the Plan.
Yes. You can have your cash dividends not being reinvested paid directly to your bank for deposit. You will need to contact the Plan Administrator and request an authorization for electronic direct deposit form, complete the form and return it to the Plan Administrator. Be sure to include a voided check for checking accounts or a savings deposit slip for savings accounts. If your shares of our common stock are jointly owned, all owners must sign the form. You may also register to have your dividends directly deposited online through the Investor Center section of the Plan Administrator’s website, www.computershare.com/investor.
If your dividends are subject to United States income tax withholding, the Plan Administrator will first deduct the amount necessary for any tax withholding and then apply the net remaining amount of your dividend to the purchase of our shares of common stock.
OPTIONAL CASH PURCHASES
You may make optional cash purchases by choosing among the following three options:
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Once initiated, automatic monthly deductions will continue at the level you set until you change your instruction by notifying the Plan Administrator. You may change the amount of or terminate the automatic monthly withdrawal of funds at any time by going towww.computershare.com/investor or by completing and submitting a new automatic debit enrollment form. To be effective for a particular month, the Plan Administrator must receive your request at least seven business days prior to the applicable debit date.
Interest will not be paid on amounts held pending investment.
If any check or other deposit is returned unpaid for any reason or your designated bank account does not have sufficient funds for an automatic debit, the Plan Administrator will consider the request for investment of that purchase null and void. The Plan Administrator will immediately remove from your account any shares already purchased in anticipation of receiving those funds and will sell those shares. If the net proceeds from the sale of those shares are insufficient to satisfy the balance of the uncollected amounts, the Plan Administrator may sell additional shares from your account as necessary to satisfy the uncollected balance. There is a charge for any check or other deposit that is returned unpaid by your bank which charge is $35.00 as of the date of this prospectus. This fee will be collected by the Plan Administrator through the sale of the number of shares from your Plan account necessary to satisfy the fee.
PURCHASES
At our sole discretion, and consistent with applicable securities laws, shares purchased under the Plan may be purchased:
Optional cash purchases received by the Plan Administrator will be invested as soon as practicable, generally not later than five business days after they are received by the Plan Administrator (the “Investment Date”). Shares acquired in the open market or through privately negotiated transactions using optional cash purchases will be purchased beginning on the relevant Investment Date and ending no later than 35 days after the relevant Investment Date. See question 24 for information on the price at which the shares are purchased.
The Plan Administrator will wait up to three business days after receipt of the check or electronic funds transfer to ensure it receives good funds and will then seek to purchase shares from optional cash investments promptly on the Investment Date.
If the shares are purchased from us, the price per share will be the average of the high and low sales prices for the common stock on the relevant Investment Date as shown by the NYSE report of composite transactions.
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If shares are purchased through open market or privately negotiated transactions, the Plan Administrator may combine Plan participant purchase requests with other purchase requests received from other Plan participants and will generally batch purchase types (dividend and optional cash investments) for separate execution by the Plan Administrator’s broker. The Plan Administrator may also direct its broker to execute each purchase type in several batches throughout a trading day. Depending on the number of shares being purchased and current trading volume in the shares, the Plan Administrator’s broker may execute purchases for any batch or batches in multiple transactions and over more than one day. If different purchase types are batched, the price per share of the common shares purchased for each participant’s account, whether purchased with reinvested dividends, with initial cash investments, or with optional cash, shall be the weighted average price of the specific batch for such shares purchased by the Plan Administrator’s broker on that Investment Date. Neither you nor we will have any power or authority to direct the time or price at which shares may be purchased or the selection of a broker or dealer through or from whom purchases are to be made.
The purchase price for shares purchased for dividend reinvestment or for optional cash purchases will be calculated in the same way.
The number of shares you purchase will depend upon:
The total amount to be invested will be used to purchase as many full and fractional shares (currently up to six decimal places) as can be purchased at the purchase price. Since the purchase price cannot be calculated until the stock is purchased, you may not request the purchase of a specific number of shares. Where dividends are payable to foreign participants subject to income tax withholding or to Plan participants subject to backup withholding, only the remainder of the dividends after the withheld amount is deducted will be reinvested in additional shares. See question 19 for information about tax withholding.
REPORTS
These statements are your continuing record of cost information and should be retained for tax purposes. You will need this information when you sell or transfer the shares in a taxable transaction. See question 37 for information about the tax consequences of participants in the Plan.
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NOTE: Please make sure that your address in our records stays current. Each state has unclaimed property laws that typically specify that if an account owner is “lost” during any three-year period, the property in the account may be deemed “abandoned.” Under some states’ laws, your shares may be deemed “abandoned” if you do not vote your shares, the Plan Administrator does not receive contact from you, or information regarding your account becomes undeliverable. The Plan Administrator will adhere to state law that requires property that has been deemed “abandoned” to be transferred as unclaimed property to the state of the owner’s last known residence.
DIRECT REGISTRATION
We participate in DRS. DRS is a method of recording shares of stock in book-entry form. Book-entry means that your shares are registered in your name on our books without the need for physical certificates and are held separately from any Plan shares you may own. Shares held in book-entry have all the traditional rights and privileges as shares held in certificate form. With DRS you can:
Any future share transactions will be issued in book-entry DRS form rather than physical certificates unless you specify otherwise. You may convert any stock certificate(s) you are currently holding into book-entry form. See question 13 for information about “Share Safekeeping.” There is no cost to you for this custodial service and by doing so you will be relieved of the responsibility for loss or theft of your certificate(s).
Yes. You may choose to have a portion or all of your book-entry or Plan shares delivered directly to your broker by contacting your broker. When using your broker to facilitate a share movement, provide them with a copy of your DRS account statement.
CERTIFICATES
No. Certificates for shares of common stock purchased under the Plan will not be issued. Instead, shares will be held by the Plan Administrator in book-entry form and credited to your Plan account. This procedure protects against loss, theft or destruction of stock certificates and permits the ownership of fractional shares by participants.
At any time, certificates for any number of whole shares credited to your account under the Plan will be issued upon your request to the Plan Administrator. There is a $25.00 fee for certificate issuance. You may also request that any number of whole shares credited to your Plan account be issued to you in book-entry form through DRS. All certificates or direct registration shares will be issued in the account holder’s name. Any remaining whole shares and fraction of a share will continue to be credited to your Plan account.
Fractional share interests will not be issued in certificate or direct registration form under any circumstances.
Shares held in your Plan account may not be pledged. If you wish to pledge your shares, you must request that a certificate or direct registration for those shares be issued in your name.
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We encourage you to search diligently for lost certificates. Stock certificates are valuable and can be expensive to replace if lost, stolen or otherwise destroyed. If, after your diligent search, you are still unable to locate the certificate, please contact the Plan Administrator to report the loss. A stop code will then be placed on the lost certificate to prevent any future transactions involving those shares. You will be mailed the necessary instructions and paperwork to have the certificates replaced. Once the Plan Administrator receives your completed documentation and fees, the shares will be replaced and put into a book-entry DRS account in your name.
You can sell some or all of the shares held in your Plan account by contacting the Plan Administrator. Proceeds are normally paid by check, which are distributed within 24 hours after your sale transaction has settled. The Plan generally supports the sales options set forth below, however all sales options may not be available at all times.
Market order sale requests received at www.computershare.com/investor or by telephone will be placed promptly upon receipt during market hours (normally 9:30 a.m. to 4:00 p.m. Eastern Time). Any orders received after 4:00 p.m. Eastern Time will be placed promptly on the next day the market is open. The price shall be the market price of the sale obtained by the Plan Administrator’s broker, less a service charge of $25.00 and a processing fee of $0.12 per share sold.
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The Plan Administrator reserves the right to decline to process a sale if it determines, in its sole discretion, that additional supporting legal documentation is required. In addition, no one will have any authority or power to direct the time or price at which shares are sold under the Plan and no one, other than the Plan Administrator, will select the broker through whom sales are to be made.
Yes. You may transfer all or any portion of the shares held in your Plan account to another person or entity by gift, private sale, or otherwise. Please visit the Plan Administrator's Online portal at www.computershare.com/investor. Select the option to transfer shares. The site will guide you through the transfer process and identify other necessary documentation you may need to provide.
TERMINATION OF PLAN ACCOUNT
You may terminate participation in the Plan at any time by selling all shares in your Plan account, or requesting a certificate for, or DRS book-entry registration of, a specific number of shares and selling the remaining shares in your Plan account. If you request a withdrawal from the Plan and provide no other direction, all whole shares will be converted to DRS book-entry and a check will be issued for the net proceeds of any fractional share. The net proceeds will be based upon the current market price of the common stock, less any service charge, any applicable processing fees and any other costs of sale.
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Your request for withdrawal should be sent to the Plan Administrator at the address indicated in question 3. Generally, your withdrawal will take effect when the notice is received by the Plan Administrator. If your request is received near a dividend record date, and your dividends are to be reinvested, the Plan Administrator, in its sole discretion, may either distribute such dividends in cash or reinvest them in shares on your behalf. If the dividends are reinvested, the Plan Administrator will process the termination as soon as practicable, but in no event later than five business days after the investment is completed.
After your withdrawal, all cash dividends will be paid by check to you unless you re-enroll in the Plan and elect to reinvest the dividends. See questions 8-13 regarding eligibility to participate and how to enroll in the Plan.
You may request in the notice of withdrawal that all of the shares, both whole and fractional, in your Plan account be sold. See question 32 for information on selling shares. Upon withdrawal from the Plan, any un-invested optional investments will be returned to you.
Upon receipt by the Plan Administrator from proper authority of notice of a participant’s death or incompetence, the Plan Administrator will treat the participant as having withdrawn from the Plan. If written notice of the event is received by the Plan Administrator later than the dividend record date, shares will be purchased for the participant with the related cash dividend and participation in the plan will not terminate until after the dividend has been reinvested. Upon termination by reason of notice of death or adjudicated incompetency, no purchase of shares will be made for the participant’s Plan account and the participant’s shares and any cash dividends paid on them will be retained by the Plan Administrator until such time as that participant’s legal representative has been appointed and has furnished proof satisfactory to the Plan Administrator of the legal representative’s right to receive payments.
At its discretion, we may instruct the Plan Administrator to close a Plan account that contains less than one share of our common stock. In such a case you will receive a check for the fractional share based on the then-current market price of our common stock, less any service and processing fees. The check for the net sale proceeds will be mailed to your address on record.
We reserve the right to deny, suspend or terminate participation by a shareholder who we determine is using the Plan for purposes inconsistent with the intended purpose of the Plan. In such event, the Plan Administrator will notify you in writing and will continue to safekeep your shares but will not accept optional cash purchase or reinvest your dividends.
Additionally, we reserve the right to terminate a participant’s enrollment if we deem it advisable under any state or foreign laws or regulations.
TAX CONSEQUENCES
You are advised to consult your own tax or financial advisor with respect to the tax consequences of participation in the Plan (including federal, state, local and other tax laws and U.S. withholding laws). The following summary of certain U.S. federal income tax consequences is not a comprehensive summary of all tax considerations that may be relevant to participation and is for general information only.
Your dividends reinvested under the Plan will be taxable for U.S. federal income tax purposes just as if you actually received them in cash. You will receive from the Plan Administrator an Internal Revenue Service (“IRS”) Form 1099-DIV indicating the amount of dividends paid to you during the year, whether or not they are reinvested, shortly after the end of the year.
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You will not realize a gain or loss for U.S. federal income tax purposes on the transfer of shares to the Plan or the withdrawal of whole shares from the Plan. You will, however, generally realize a gain or loss on the sale of any of your shares (including the receipt of cash for a fractional share) held in the Plan. The amount of gain or loss generally will be the difference between the amount you realize from the sale of the shares and your tax basis in those shares.
Such gain or loss on the sale of whole or fractional shares will be long-term or short-term depending on your holding period for the shares. In order to determine the tax basis of your shares acquired through the Plan, you should retain all of your transaction statements.
Your tax basis in shares acquired through the Plan, whether with reinvested dividends or with cash payments, will generally equal the amount paid for the shares, including any brokerage fee or commission. Your holding period for shares acquired through the Plan will begin on the day after the date the shares are credited to your account.
Dividends on your shares and proceeds from the sale of shares held in the Plan generally will be subject to backup withholding tax (currently at a rate of 24%) unless you provide a properly completed IRS Form W-9 to the Plan Administrator. If you have not provided an IRS Form W-9 to the Plan Administrator, you may obtain one from the Plan Administrator. Only the amount of dividends net of any withholding tax will be available for reinvestment under the Plan. Any amount withheld as backup withholding tax will be allowable as a refund or credit against your U.S. federal income tax liability. Dividends paid on shares held in the Plan for participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax (currently at a rate of 30%). The withholding tax may be reduced or eliminated by treaty between the U.S. and the country in which the Plan participant resides, if the participant provides appropriate documentation to claim the benefit of the treaty. Only the amount of dividends net of any withholding tax will be available for reinvestment under the Plan.
The federal income tax discussion set forth above is included for general information only. You should consult your tax advisor with respect to the tax consequences of participation in the Plan and the sale of shares under the Plan.
OTHER INFORMATION
Any shares of our common stock resulting from a stock dividend or stock split paid on shares in your Plan account will be credited to your Plan account. You may request a certificate or DRS book-entry registration at any time for any or all of your shares. See question 30 for information about the issuance of certificates for shares purchased.
If we make a distribution on shares in a form other than cash or shares of our common stock, you will receive the distribution in kind.
We will provide you with a proxy card to vote all of your shares held in the Plan on the record date for the meeting. You may also vote by telephone or the Internet by following the directions on the proxy card. The shares will be voted in the manner you direct in the proxy card, by phone or by Internet. If you do not return the proxy card, vote by phone or by Internet, or vote in person at the meeting, your shares will not be voted.
We have the sole right to interpret and regulate the Plan.
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SPIRE INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
Fee Schedule*
Effective April 29, 2026
COSTS TO PARTICIPANTS
Purchase of Shares (if purchased in the open market) (through reinvestment or optional cash purchases via check, one-time online bank debit or automatic withdrawal)* |
$0.05 per share purchased (includes brokerage fees and commissions) |
Market Order Sale of Shares* Service fee Processing fee (includes any brokerage commission the Plan Administrator is required to pay) |
$25.00 per transaction $0.12 per share |
Batch Order Sale of Shares* Service fee Processing fee (includes any brokerage commission the Plan Administrator is required to pay) |
$25.00 per transaction $0.12 per share |
Day Limit Order Sale of Shares* Service fee Processing fee (includes any brokerage commission the Plan Administrator is required to pay) |
$25.00 per transaction $0.12 per share |
Good-Til-Cancelled Limit Order Sale of Shares* Service fee Processing fee (includes any brokerage commission the Plan Administrator is required to pay) |
$25.00 per transaction |
Sale and certificate issuance requests processed over the telephone by a customer service representative will entail an additional transaction fee of $15.00 |
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Deposit of Certificates/Safekeeping |
No Charge |
Certificate Issuance |
$25.00 |
Book to Book Transfers |
No Charge |
Minimum Optional Cash Purchases Minimum initial investment by non-registered holders Minimum investment by existing registered holders |
$500.00 $50.00 |
Maximum Optional Cash Purchase Maximum amount per calendar year by holders |
$150,000.00 |
Returned Checks or Failed Automatic Withdrawal |
$35.00 |
Duplicate Copies of Account Statements for Prior Years |
$10.00 per year requested |
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Fees are subject to change at any time. Contact Computershare at 1-800-884-4225 to obtain current fee information.
All per share processing fees include any brokerage commissions the Plan Administrator is required to pay. Any fractional share will be rounded up to a whole share for purposes of calculating the per share fee.
* The Plan Administrator will deduct applicable fees from the purchase amount and the proceeds of a sale.
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USE OF PROCEEDS
If we issue shares of our common stock for purchases under the Plan, we will use the proceeds, excluding any transaction fees, from the sale of such shares for general corporate purposes. We may temporarily invest funds that are not immediately needed for these purposes in marketable securities. If shares are purchased by the Plan Administrator in the open market or in privately negotiated transactions, we will not receive any proceeds. As of the date of this prospectus, we are unable to estimate the amount of proceeds.
LEGAL MATTERS
Matthew J. Aplington, who serves as our Senior Vice President and Chief Legal Officer, will pass upon the validity of the common stock issued under the Plan. Mr. Aplington is a salaried employee and earns stock-based compensation on our common stock. As of December 23, 2025, Mr. Aplington beneficially owned 4,994 shares of our common stock. Pursuant to various stock and employee benefit plans, Mr. Aplington is eligible to purchase and receive shares of our common stock and to receive options to purchase shares of our common stock.
EXPERTS
The consolidated financial statements of Spire Inc. and subsidiaries, incorporated by reference in this prospectus and the effectiveness of Spire Inc. and subsidiaries’ internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports. Such consolidated financial statements are incorporated by reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.
The financial statements of Tennessee Piedmont natural gas business of Duke Energy Corporation incorporated by reference in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the reports of such firm, given their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution of the securities being registered, other than discounts and commissions, are as follows:
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Amount to be Paid |
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Securities and Exchange Commission registration fees (1) |
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$ |
836.67 |
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Legal fees and expenses |
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15,000 |
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Accounting fees and expenses |
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100,000 |
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Total |
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$ |
115,836.67 |
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(1) We have offset a portion of the registration fee pursuant to Rule 415(a)(6) under the Securities Act.
Item 15. Indemnification of Directors and Officers.
The General and Business Corporation Law of Missouri provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, a corporation may not indemnify such a person against judgments and fines, and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for proper expenses.
Missouri law also provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in defense of any such action, suit, or proceeding or of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the action, suit, or proceeding.
The statute also provides that a corporation may provide additional indemnification to any person indemnifiable as described above, provided such additional indemnification is authorized by the corporation’s articles of incorporation or shareholder-approved bylaw or agreement, and provided further that no person shall be indemnified against conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.
The Registrant’s articles of incorporation provide that it shall indemnify each of its directors and officers to the full extent permitted by The General and Business Corporation Law of Missouri and, in addition, shall indemnify each of them against all expenses incurred in connection with any claim by reason of the act that such director or officer is or was serving the Registrant, or at its request, in any of the capacities referred to in The General and Business Corporation Law of Missouri, or arising out of such person’s status in any such capacity, provided that the Registrant shall not indemnify any person from or on account of such person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, or to the extent that such indemnification shall otherwise be finally adjudged to be prohibited by applicable law. The Registrant’s articles also allow it to indemnify any other person as permitted by The General and Business Corporation Law of Missouri.
The Registrant has also entered into indemnification agreements with each of its directors and officers that (1) provide for the indemnification of each such director and officer to the extent provided for by the Registrant’s articles of incorporation as described above and (2) state that the indemnification provided thereunder shall survive the elimination or modification of the Registrant’s articles of incorporation with respect to claims that have arisen prior to such elimination or modification.
The Registrant’s articles further provide that no present or former director shall be personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the director’s duty of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in subjective good faith or that involve intentional misconduct or a knowing violation of law, (iii) for the payment of an illegal dividend as provided in Section 351.345 of The General and Business Corporation Law of Missouri, or (iv) for any transaction from which the director derived an improper personal benefit. To the extent that The General and Business Corporation Law of Missouri is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the full extent permitted by The General and Business Corporation Law of Missouri as so amended.
The Registrant has obtained insurance protecting the officers and directors against certain liabilities.
The rights of indemnification provided for above are not exclusive of any other rights of indemnification to which the persons seeking indemnification may be entitled under the Registrant’s articles of incorporation or bylaws or any agreement, vote of stockholders or disinterested directors, or otherwise.
Item 16. Exhibits.
Exhibit Number |
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Description of Exhibit |
3.1 |
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3.2 |
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5.1 |
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23.1 |
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Consent of Matthew J. Aplington (contained in opinion referenced as Exhibit 5.1). |
23.2 |
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23.3 |
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24.1 |
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107 |
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For all documents incorporated by reference, our SEC file number is 1-16681.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on April 29, 2026.
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SPIRE INC. |
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By: |
/s/ Adam W. Woodard |
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Adam W. Woodard Executive Vice President, Chief Financial Officer |
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Exhibit 5.1
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Spire Inc. 700 Market Street St. Louis, MO 63101 |
Matthew J. Aplington
Senior Vice President, Chief Legal
Officer
April 29, 2026
Spire Inc.
700 Market Street
St. Louis, Missouri 63101
Ladies and Gentlemen:
I am Senior Vice President and Chief Legal Officer of Spire Inc., a Missouri corporation (the “Company”), and in that capacity I am familiar with the preparation of the registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), on the date hereof (the “Registration Statement”). The Registration Statement relates to the registration of Two Hundred Fifty Thousand (250,000) shares of the Company’s common stock, par value $1.00 per share (the “Securities”), for issuance from time to time under the Company’s Dividend Reinvestment and Stock Purchase Plan (“Plan”). The Securities will be registered for issuance pursuant to Rule 415 of the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinions set forth herein, I have examined the Company’s Articles of Incorporation and By-laws, each as amended and currently in effect; the Registration Statement; and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and conformity to original documents of all documents submitted to me as certified or photostatic copies.
On the basis of all of the foregoing, I am of the opinion that the Securities being registered have been duly authorized and when issued and sold and upon receipt by the Company of the consideration therefor in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
This opinion is based solely upon the current federal laws of the United States of America and the laws of the State of Missouri. I express no opinion as to whether the laws of any other jurisdiction might affect any opinion herein whether because of the application in Missouri of the laws of such other jurisdiction or because of the application in such other jurisdiction of the laws of the State of Missouri.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
Very truly yours, |
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/s/ Matthew J. Aplington |
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Matthew J. Aplington |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated November 14, 2025 relating to the consolidated financial statements of Spire Inc. and subsidiaries and the effectiveness of Spire Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Spire Inc. and subsidiaries for the year ended September 30, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement. |
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/s/ Deloitte & Touche LLP |
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St. Louis, Missouri |
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April 29, 2026 |
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Exhibt 23.3
CONSENT OF INDEPENDENT AUDITORS
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We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 11, 2026, relating to the abbreviated financial statements of Tennessee Piedmont Natural Gas Business of Duke Energy Corporation as of and for the years ended December 31, 2025 and 2024, appearing in the Current Report on Form 8-K of Spire Inc. filed on April 6, 2026. We also consent to the reference to us under the heading "Experts" in such Registration Statement. |
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/s/ Deloitte & Touche LLP |
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Charlotte, North Carolina |
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April 29, 2026 |
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Scott E. Doyle, Adam W. Woodward, Courtney M. Vomund and Matthew J. Aplington, or any of them and their respective successors from time to time in the offices of President and Chief Executive Officer, Chief Financial Officer, Senior Vice President, Chief Administrative Officer or Chief Legal Officer, as the case may be, as true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign individually and not collectively, (i) this Registration Statement and any and all amendments and supplements to this Registration Statement on Form S-3, including, without limitation, post-effective amendments, and other instruments appropriate or necessary in connection therewith, to attest the seal of the Company thereon, and to file the same with the Commission, granting to said attorneys-in-fact and agents, or their substitutes, and each of them, the full power and authority to do and perform in the name and on behalf of each of said officers and directors, or both, as the case may be, every act whatsoever which may be appropriate or necessary as set forth in this Registration Statement, including any amendments or supplements thereto, including, without limitation, post-effective amendments to this Registration Statement, and to take or cause to be taken any and all such actions in connection therewith in the name and on behalf of the Company as they, in their sole discretion, deem appropriate or necessary and (ii) any and all other instruments which any of such attorneys-in-fact and agents deems necessary or advisable to comply with the Securities Act and the rules, regulations, and requirements of the Commission and Blue Sky or other state securities laws and regulations, and does hereby grant unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Exhibit 24.1
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Name |
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Title |
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Date |
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/s/ Scott E. Doyle |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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April 29, 2026 |
Scott E. Doyle |
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/s/ Adam W. Woodard |
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Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
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April 29, 2026 |
Adam W. Woodard |
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/s/ Timothy W. Krick |
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Vice President, Chief Accounting Officer (Chief Accounting Officer) |
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April 29, 2026 |
Timothy W. Krick |
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/s/ Rob L. Jones |
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Chairman of the Board |
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April 29, 2026 |
Rob L. Jones |
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/s/ Mark A. Borer |
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Director |
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April 29, 2026 |
Mark A. Borer |
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/s/ Sheri S. Cook |
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Director |
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April 29, 2026 |
Sheri S. Cook |
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/s/ Scott E. Doyle |
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Director |
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April 29, 2026 |
Scott E. Doyle |
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/s/ Maria V. Fogarty |
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Director |
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April 29, 2026 |
Maria V. Fogarty |
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/s/ Vincent J. Ferrari |
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Director |
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April 29, 2026 |
Vincent J. Ferrari |
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/s/ Carrie J. Hightman |
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Director |
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April 29, 2026 |
Carrie J. Hightman |
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/s/ Paul D. Koonce |
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Director |
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April 29, 2026 |
Paul D. Koonce |
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/s/ Brenda D. Newberry |
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Director |
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April 29, 2026 |
Brenda D. Newberry |
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