v3.26.1
Financing
6 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Financing

8. FINANCING

Short-term

Spire, Spire Missouri, and Spire Alabama are parties to a syndicated revolving credit facility with a syndicate of 12 banks that provides for aggregate commitments of $1,500.0, including sublimits of $525.0 for Spire, $700.0 for Spire Missouri and $275.0 for Spire Alabama, which sublimits may be reallocated from time to time within the aggregate commitment, subject to the terms of the loan agreement. On December 18, 2025, the borrowers entered into a First Amendment to Second Amended and Restated Loan Agreement, which, among other things, added Spire Tennessee as a borrower, with the amount of revolving credit availability to be allocated to Spire Tennessee to be determined upon the closing of the pending acquisition and extended the final maturity date of the revolving credit facility to October 11, 2030. The sublimit applicable to Spire Tennessee has not yet been determined as of March 31, 2026 and is expected to be established in connection with future financing arrangements. The Spire holding company may use its revolving credit availability to fund the liquidity needs of its subsidiaries. The loan agreement contains a financial covenant limiting each borrower’s consolidated total debt, including short‑term debt, to no more than 70% of total capitalization. As of March 31, 2026, total debt for each borrower was in compliance with this covenant. There were no borrowings outstanding under the revolving credit facility as of March 31, 2026.

Spire has a commercial paper program (“CP Program”) pursuant to which it may issue short-term, unsecured commercial paper notes. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the notes outstanding under the CP Program at any time not to exceed $1,500.0. The notes may have maturities of up to 365 days from date of issue.

Information about short-term borrowings, including Spire Missouri’s and Spire Alabama’s borrowings from Spire, is presented in the following table. As of March 31, 2026, $572.4 of Spire’s CP Program borrowings was used to support lending to the Utilities.

 

 

Spire
(Parent Only)

 

Spire
Missouri

 

 

Spire
Alabama

 

 

Spire

 

 

 

CP

 

DDTL

 

 

Spire

 

 

Spire

 

 

Consol-

 

 

 

Program

 

Agreement

 

 

Note

 

 

Note

 

 

idated

 

Six Months Ended March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Highest borrowings outstanding

 

$

1,399.2

 

$

800.0

 

 

$

594.7

 

 

$

174.6

 

 

$

1,955.0

 

Lowest borrowings outstanding

 

 

 

 

 

 

 

299.9

 

 

 

69.5

 

 

 

 

Weighted average borrowings

 

 

677.7

 

 

4.4

 

 

 

441.8

 

 

 

136.4

 

 

 

682.1

 

Weighted average interest rate

 

 

4.1

%

 

4.1

%

 

 

4.1

%

 

 

4.1

%

 

 

4.1

%

As of March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings outstanding

 

$

1,155.0

 

$

800.0

 

 

$

381.1

 

 

$

149.8

 

 

$

1,955.0

 

Weighted average interest rate

 

 

4.2

%

 

4.2

%

 

 

4.2

%

 

 

4.2

%

 

 

4.2

%

As of September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings outstanding

 

$

1,317.0

 

$

 

 

$

566.3

 

 

$

130.1

 

 

$

1,317.0

 

Weighted average interest rate

 

 

4.4

%

n/a

 

 

 

4.4

%

 

 

4.4

%

 

 

4.4

%

As of March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings outstanding

 

$

1,015.0

 

$

 

 

$

461.3

 

 

$

41.8

 

 

$

1,015.0

 

Weighted average interest rate

 

 

4.3

%

n/a

 

 

 

4.7

%

 

 

4.7

%

 

 

4.3

%

 

For short-term borrowings for the Piedmont Tennessee Transaction DDTL Agreement, refer to the respective selection below.

 

Long-term

The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary financial covenants and default provisions. As of March 31, 2026, there were no events of default under these financial covenants.

Interest expense shown on the statements of income is net of the capitalized interest amounts shown in the following table.

 

 

Three Months Ended
March 31,

 

 

Six Months Ended
 March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Spire

 

$

3.4

 

 

$

6.3

 

 

$

6.7

 

 

$

12.6

 

Spire Missouri

 

 

1.4

 

 

 

1.2

 

 

 

2.8

 

 

 

2.4

 

Spire Alabama

 

 

2.0

 

 

 

1.0

 

 

 

3.7

 

 

 

1.8

 

 

Spire

 

Acquisition of Tennessee Piedmont Natural Gas Business Financing

 

Delayed Draw Term Loan Agreement. The Company entered into a committed senior unsecured facility on August 22, 2025. At December 31, 2025 the facility provided up to $725.0 of committed capacity, consisting of $125.0 bridge term loan and $600.0 delayed draw term loan. During the fiscal second quarter of 2026, the $725.0 committed capacity was reduced to zero in connection with the closing of additional financing and completion of the Acquisition. On March 26, 2026, the Company entered into a Delayed Draw Term Loan Agreement (the “DDTL Agreement”) that provides for senior unsecured delayed draw term loan commitments in an aggregate principal amount of $800.0, consisting of (i) a $600.0 Tranche A facility and (ii) a $200.0 Tranche B facility. Loans under the Credit Agreement mature 364 days after the funding date or March 30, 2027.

 

Borrowings under the Tranche A facility are intended to be used, together with cash on hand and/or capital markets proceeds, to finance the Company’s previously announced Piedmont Tennessee Transaction and to pay related fees and expenses. Borrowings under the Tranche B facility may be used for general corporate purposes. Amounts repaid may not be reborrowed.

 

Borrowings under the Credit Agreement bear interest, at the Company’s election, at either a base rate or an adjusted term SOFR rate plus 0.85%. The Credit Agreement also provides for a ticking fee of 0.225% per annum on the unused portion of the commitments, accruing beginning 90 days after the effective date and continuing until the earlier of the funding date or termination of the commitments. The Company has elected for all tranches to bear interest initially at a rate per annum equal to Adjusted Term SOFR, with an interest period of one month, plus 0.85%.

 

The Credit Agreement contains customary representations, warranties, and covenants, including a requirement that the Company is required to maintain a maximum consolidated capitalization ratio of 70%, as well as customary events of default. The obligations under the Credit Agreement are senior unsecured obligations of the Company.

 

As of March 31, 2026, the credit agreement had been fully drawn.

 

Junior Subordinated Notes. On November 24, 2025, Spire Inc. issued $900.0 of junior subordinated notes (“JSNs”), consisting of $450.0 of 2025 Series A JSNs and $450.0 of 2025 Series B JSNs that both mature in 2056. Interest is payable semiannually on June 1 and December 1, beginning June 1, 2026.

 

The 2025 Series A JSNs will bear interest at 6.250% until June 1, 2031. The interest rate will reset every five years beginning on June 1, 2031, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.556%, provided that the interest rate will not reset below 6.250%. The 2025 Series B JSNs will bear interest at 6.450% until June 1, 2036. The interest rate will reset every five years beginning on June 1, 2036, to equal the then‑current five‑year U.S. Treasury rate plus a spread of 2.327%, provided that the interest rate will not reset below 6.450%.

Spire may defer interest payments on the 2025 Series A JSNs and/or 2025 Series B JSNs on one or more occasions for up to 10 consecutive years. If interest payments on the 2025 Series A JSNs or the 2025 Series B JSNs are deferred, Spire may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of its capital stock during the deferral period. Also, during the deferral period, Spire may not make any payments on or redeem or repurchase any debt securities or make any payments under any guarantee of debt that, in each case, is equal or junior in right of payment to the 2025 Series A JSNs and the 2025 Series B JSNs.

At the Company’s option, the JSNs may be redeemed at 100% of principal plus accrued interest (i) at any time during the 90‑day period prior to the first reset date and (ii) on any interest payment date after the first reset date; they may also be redeemed at par within 120 days following a Tax Event or at 102% within 120 days following a Rating Agency Event, in each case plus accrued interest to (but excluding) the redemption date. The notes are junior subordinated obligations and rank below the Company’s senior debt. Net proceeds, together with other funds, are expected to be used to finance the acquisition of the Piedmont Tennessee Transaction.

 

Senior Notes. On December 17, 2025, Spire Tennessee Inc., a wholly-owned subsidiary of Spire Inc., entered into a Master Note Purchase Agreement with institutional investors providing for the issuance of $825.0 of Series 2026 Senior Notes (the “Senior Notes”) in a private placement exempt from registration under the Securities Act of 1933. In connection with the closing of the Piedmont Tennessee Transaction on March 31, 2026, Spire Tennessee issued the Senior Notes in multiple tranches with maturities ranging from April 1, 2029 to April 1, 2038 and fixed interest rates ranging from 4.59% to 5.44%, subject to incremental adjustments based on the issuance date. The Senior Notes are senior unsecured obligations of Spire Tennessee and rank equally with its other senior unsecured indebtedness.

 

Proceeds from the issuance were used to fund the acquisition of the Piedmont Tennessee Transaction. The Master Note Purchase Agreement includes customary financial and operational covenants, including limitations on liens, mergers and affiliate transactions, and requires Spire Tennessee to maintain a Consolidated Capitalization Ratio not exceeding 70%. The Senior Notes may be prepaid at the option of Spire Tennessee, subject to a make‑whole premium, and are subject to mandatory prepayment upon a change of control at 100% of principal plus accrued and unpaid interest.

 

For additional information regarding the pending acquisition of Piedmont Tennessee Transaction, see Note 2, Acquisitions.

Other Financing

2031 Senior Notes. On February 9, 2026, Spire Inc. issued $400.0 aggregate principal amount of 4.6% Senior Notes due 2031 (“2031 Senior Notes”). Interest on the 2031 Senior Notes is payable semiannually on March 1 and September 1, beginning September 1, 2026. The notes bear interest at a fixed rate of 4.6% per year until maturity on September 1, 2031.

 

Prior to August 1, 2031, the Company may redeem the 2031 Senior Notes, in whole or in part, at a redemption price equal to the greater of (i) the present value of the remaining scheduled principal and interest payments (discounted at the applicable Treasury Rate plus 15 basis points) minus accrued interest, or (ii) 100% of principal, plus accrued and unpaid

interest to, but excluding, the redemption date. On or after August 1, 2031, the notes may be redeemed at 100% of principal plus accrued interest. The notes are not subject to a sinking fund.

 

The 2031 Senior Notes are senior unsecured obligations and rank equally with all other unsecured and unsubordinated indebtedness of the Company. Proceeds from the issuance were used to repay $350.0 of the Company’s 5.300% Senior Notes due March 1, 2026, with any remaining amounts available to fund the pending acquisition of the Tennessee natural gas business of Piedmont Natural Gas Company or for general corporate purposes.

Preferred Stock Redemption Financing

On January 12, 2026, the Company issued $200.0 of 6.375% Junior Subordinated Notes due 2086 (the “Notes”). The Notes bear interest at 6.375%, payable quarterly beginning June 1, 2026, and mature on March 1, 2086.

The Company may redeem the Notes (i) at 100% of principal plus accrued interest on or after March 1, 2031, (ii) at 100% of principal plus accrued interest prior to March 1, 2031 upon the occurrence of a Tax Event, or (iii) at 102% of principal plus accrued interest prior to March 1, 2031 upon the occurrence of a Rating Agency Event.

At the Company’s option, interest may be deferred for up to 40 consecutive quarterly periods, with deferred interest compounding quarterly at the stated rate.

The Junior Subordinated Notes are unsecured junior subordinated obligations, ranking junior to all Priority Indebtedness and structurally subordinate to subsidiary obligations, and rank equally with the Company’s existing junior subordinated notes. Proceeds were used, together with other funds, to redeem all outstanding shares of the Company’s 5.90% Series A Preferred Stock. For additional information regarding the issued Notes, see Note 6 – Shareholders’ Equity.

 

Spire Missouri

 

On October 23, 2025, Spire Missouri issued an aggregate principal amount of $200.0 of First Mortgage Bonds. The first tranche consisted of an aggregate principal amount of $150.0, bearing interest at 4.60% per annum and maturing on September 15, 2030. The second tranche consisted of an aggregate principal amount of $50.0, bears interest at 4.65% per annum and maturing on January 15, 2031. Interest is payable semi-annually on March 15 and September 15 of each year. The bonds are senior secured indebtedness of Spire Missouri and rank equally with all other existing and future senior secured indebtedness issued by Spire Missouri under its Mortgage and Deed of Trust. The bonds are secured by a first mortgage lien on substantially all the real properties of Spire Missouri, subject to limited exceptions. Spire Missouri used the proceeds for general corporate purposes.