v3.26.1
Divestitures
9 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures

3. DIVESTITURES

 

During fiscal year 2026, the Company committed to the divestiture of certain businesses as part of a strategic repositioning to focus on its regulated natural gas utility operations. These actions included the sale of Spire Marketing and Belle Butte LLC and its subsidiaries (collectively, “Spire Storage”). The Company also entered into an agreement to

sell Spire Mississippi. Upon execution of the respective sale agreements, management determined that the disposal groups met the criteria to be classified as held for sale. The sales of Spire Storage and Spire Marketing closed during the quarter, and the Company used the proceeds from these divestitures to repay acquisition-related borrowings incurred in connection with the Piedmont Tennessee Transaction.

 

The divestitures of Spire Marketing and Spire Storage represent strategic shifts that have had a major effect on the Company’s operations and financial results. Accordingly, each has been classified as a discontinued operation beginning in the second quarter of fiscal 2026, and their results have been reclassified to discontinued operations for all periods presented. The related results of operations have been retrospectively recast in the accompanying condensed consolidated financial statements. In addition, the related assets and liabilities were classified as held for sale prior to their respective dispositions and were subsequently derecognized upon completion of the transactions.

 

The planned sale of Spire Mississippi does not represent a strategic shift that will have a major effect on the Company’s operations or financial results, as the Company’s remaining regulated utilities, Spire Missouri, Spire Alabama, Spire Tennessee and Spire Gulf, continue to represent the substantial majority of the Gas Utility segment’s operations. Accordingly, Spire Mississippi is classified as held for sale, with its results of operations continuing to be reported within continuing operations as part of the Gas Utility segment. The related assets and liabilities have been classified as held for sale for the current period but have not been retrospectively recast for prior periods presented on the condensed consolidated balance sheets.

 

Upon classification as held for sale, the Company ceased recording depreciation and amortization on the long-lived assets of the Spire Marketing, Spire Storage and Spire Mississippi disposal groups. See Note 12 - Segment Information for information regarding the Company's change in reportable segments.

 

Discontinued Operations

 

Sale of Spire Marketing

 

In March 2026, Spire entered into a definitive agreement with Boardwalk Pipelines, LP (“Boardwalk”) for the sale of Spire Marketing. In connection with the transaction, Spire entered into a transition services agreement (the “Spire Marketing TSA”) with Boardwalk pursuant to which Spire will provide certain services for a limited period following the closing. The Spire Marketing TSA is structured to reimburse Spire for the cost of providing the services, are not expected to be material to Spire on a consolidated basis.

 

On April 30, 2026, Spire completed the sale of its gas marketing business, Spire Marketing Inc., and received cash proceeds of approximately $212, subject to customary post-closing adjustments as provided in the agreement. The Company recognized a pretax gain on sale of $118.6. Income tax expense associated with the transaction was $26.9, resulting in an after-tax gain of $91.7. The gain on sale is included in Income From Discontinued Operations, Net of Tax, in the Condensed Consolidated Statements of Income.

Upon classification as held for sale, the Company measured the Spire Marketing disposal group at the lower of its carrying amount or fair value less cost to sell and recognized no impairment loss. The operating results of the disposal group through the date of sale, together with the gain on sale, are included in Income From Discontinued Operations, Net of Tax, in the Condensed Consolidated Statements of Income.

 

Sale of Spire Storage

 

In April 2026, Spire entered into a definitive agreement for the sale of Spire Storage to Subterra Energy Holdings, LLC (“Subterra”), an affiliate of I Squared Capital. On June 30, 2026, Spire completed the sale of Spire Storage after receiving the required regulatory approvals and satisfying customary closing conditions. Total consideration was approximately $657, consisting of $607 payable in cash at closing, subject to customary purchase price adjustments set forth in the agreement, and $50.0 of deferred consideration payable on or before September 30, 2027. The deferred consideration is time-based and not contingent upon the future performance of Spire Storage. In connection with the transaction, Spire entered into a transition services agreement (the “Spire Storage TSA”) with Subterra pursuant to which Spire will provide certain services for a limited period following the closing. The Spire Storage TSA is structured to reimburse Spire for the cost of providing the services, are not expected to be material to Spire on a consolidated basis.

Upon classification as held for sale, the Company measured the Spire Storage disposal group at the lower of its carrying amount or fair value less cost to sell, resulting in no impairment. The Company recognized a pretax gain on sale of $210.8. Income tax expense associated with the transaction was $47.9, resulting in an after-tax gain of $162.9. The operating results of the disposal group through the date of sale, together with the gain on sale, are included in Income from Discontinued Operations, Net of Tax, in the Condensed Consolidated Statements of Income. The Company recorded a

receivable related to the deferred consideration, which is included in Other non-current assets on the Condensed Consolidated Balance Sheets.

 

The following table presents the carrying values of the major classes of assets and liabilities of the Spire Marketing and Spire Storage disposal groups that were classified as held for sale in prior periods. During the three months ended June 30, 2026, the related assets and liabilities were derecognized and no longer reflected in the Condensed Consolidated Balance Sheet as of June 30, 2026.

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Total

 

Year Ended September 30, 2025

 

 

 

 

 

 

 

 

 

Non-utility property (net of $7.1 and $15.7 accumulated depreciation, respectively)

 

$

1.0

 

 

$

441.5

 

 

$

442.5

 

Other non-current assets

 

 

2.0

 

 

 

1.4

 

 

 

3.4

 

Non-current assets held for sale

 

 

3.0

 

 

 

442.9

 

 

 

445.9

 

Accounts receivable, net

 

 

93.3

 

 

 

12.0

 

 

 

105.3

 

Inventory

 

 

31.8

 

 

 

2.4

 

 

 

34.2

 

Prepayments

 

 

0.2

 

 

 

1.5

 

 

 

1.7

 

Derivative instrument assets

 

 

41.5

 

 

 

 

 

 

41.5

 

Current assets held for sale

 

$

166.8

 

 

$

15.9

 

 

$

182.7

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

85.6

 

 

 

6.4

 

 

 

92.0

 

Wages and compensation accrued

 

 

4.0

 

 

 

0.9

 

 

 

4.9

 

Taxes accrued

 

 

0.5

 

 

 

1.0

 

 

 

1.5

 

Total Other

 

 

16.7

 

 

 

9.1

 

 

 

25.8

 

Current liabilities held for sale

 

 

106.8

 

 

 

17.4

 

 

 

124.2

 

Asset retirement obligations

 

 

 

 

 

5.6

 

 

 

5.6

 

Deferred Credits and Other Liabilities held for sale

 

 

1.6

 

 

 

0.2

 

 

 

1.8

 

Non-current liabilities held for sale

 

$

1.6

 

 

$

5.8

 

 

$

7.4

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Total

 

As of June 30, 2025

 

 

 

 

 

 

 

 

 

Non-utility property (net of $7.0 and $12.3 accumulated depreciation, respectively)

 

$

1.1

 

 

$

441.2

 

 

$

442.3

 

Other non-current assets

 

 

2.4

 

 

 

1.4

 

 

 

3.8

 

Non-current assets held for sale

 

 

3.5

 

 

 

442.6

 

 

 

446.1

 

Accounts receivable, net

 

 

109.6

 

 

 

8.0

 

 

 

117.6

 

Inventory

 

 

30.5

 

 

 

6.4

 

 

 

36.9

 

Prepayments

 

 

0.2

 

 

 

1.8

 

 

 

2.0

 

Derivative instrument assets

 

 

43.5

 

 

 

(0.1

)

 

 

43.4

 

Current assets held for sale

 

$

183.8

 

 

$

16.1

 

 

$

199.9

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

92.0

 

 

 

8.0

 

 

 

100.0

 

Wages and compensation accrued

 

 

3.7

 

 

 

0.6

 

 

 

4.3

 

Taxes accrued

 

 

0.4

 

 

 

0.7

 

 

 

1.1

 

Total Other

 

 

15.8

 

 

 

11.2

 

 

 

27.0

 

Current liabilities held for sale

 

 

111.9

 

 

 

20.5

 

 

 

132.4

 

Asset retirement obligations

 

 

 

 

 

5.5

 

 

 

5.5

 

Deferred Credits and Other Liabilities held for sale

 

 

1.4

 

 

 

0.2

 

 

 

1.6

 

Non-current liabilities held for sale

 

$

1.4

 

 

$

5.7

 

 

$

7.1

 

 

 

The following table presents the results of the Spire Marketing and Spire Storage Disposal Groups, which are included in Income from Discontinued Operations, net of tax, in Spire's Condensed Consolidated Statements of Operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2026

 

 

 

 

Nine Months Ended
June 30, 2026

 

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

Operating Revenues

 

$

8.9

 

 

$

26.1

 

$

35.0

 

 

$

118.0

 

 

$

76.2

 

$

194.2

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

 

11.5

 

 

 

 

 

11.5

 

 

 

41.9

 

 

 

 

 

41.9

 

Operation and maintenance

 

 

2.4

 

 

 

18.9

 

 

21.3

 

 

 

11.5

 

 

 

31.5

 

 

43.0

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

6.7

 

 

6.9

 

Taxes, other than income taxes

 

 

0.1

 

 

 

0.5

 

 

0.6

 

 

 

0.6

 

 

 

1.4

 

 

2.0

 

Total Operating Expenses

 

 

14.0

 

 

 

19.4

 

 

33.4

 

 

 

54.2

 

 

 

39.6

 

 

93.8

 

Operating (Loss) Income

 

 

(5.1

)

 

 

6.7

 

 

1.6

 

 

 

63.8

 

 

 

36.6

 

 

100.4

 

Interest Expense, Net

 

 

 

 

 

2.6

 

 

2.6

 

 

 

 

 

 

6.6

 

 

6.6

 

(Loss) Income Before Income Taxes

 

 

(5.1

)

 

 

4.1

 

 

(1.0

)

 

 

63.8

 

 

 

30.0

 

 

93.8

 

Income Tax (Benefit) Expense

 

 

(1.3

)

 

 

1.1

 

 

(0.2

)

 

 

15.9

 

 

 

6.9

 

 

22.8

 

Net (Loss) Income

 

$

(3.8

)

 

$

3.0

 

$

(0.8

)

 

$

47.9

 

 

$

23.1

 

$

71.0

 

Gain on Sale of Discontinued Operations, Net of Tax

 

 

91.7

 

 

 

162.9

 

 

254.6

 

 

 

91.7

 

 

 

162.9

 

 

254.6

 

Net Income From Discontinued Operations

 

$

87.9

 

 

$

165.9

 

$

253.8

 

 

$

139.6

 

 

$

186.0

 

$

325.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2025

 

 

 

 

Nine Months Ended
June 30, 2025

 

 

 

(Dollars in millions)

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Total

 

Operating Revenues

 

$

43.1

 

 

$

26.3

 

$

69.4

 

 

$

129.7

 

 

$

65.7

 

$

195.4

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas

 

 

7.7

 

 

 

 

 

7.7

 

 

 

64.6

 

 

 

 

 

64.6

 

Operation and maintenance

 

 

3.2

 

 

 

7.8

 

 

11.0

 

 

 

11.8

 

 

 

22.2

 

 

34.0

 

Depreciation and amortization

 

 

0.2

 

 

 

2.7

 

 

2.9

 

 

 

0.9

 

 

 

4.7

 

 

5.6

 

Taxes, other than income taxes

 

 

0.3

 

 

 

0.4

 

 

0.7

 

 

 

0.8

 

 

 

0.9

 

 

1.7

 

Total Operating Expenses

 

 

11.4

 

 

 

10.9

 

 

22.3

 

 

 

78.1

 

 

 

27.8

 

 

105.9

 

Operating Income

 

 

31.7

 

 

 

15.4

 

 

47.1

 

 

 

51.6

 

 

 

37.9

 

 

89.5

 

Interest Expense, Net

 

 

 

 

 

2.0

 

 

2.0

 

 

 

 

 

 

5.9

 

 

5.9

 

Income Before Income Taxes

 

 

31.7

 

 

 

13.4

 

 

45.1

 

 

 

51.6

 

 

 

32.0

 

 

83.6

 

Income Tax Expense

 

 

7.9

 

 

 

3.0

 

 

10.9

 

 

 

12.9

 

 

 

7.3

 

 

20.2

 

Net Income from discontinued operations attributable to Spire Inc.

 

$

23.8

 

 

$

10.4

 

$

34.2

 

 

$

38.7

 

 

$

24.7

 

$

63.4

 

 

Spire has elected not to separately disclose discontinued operations on Spire's Condensed Consolidated Statements of Cash Flows. The following table summarizes Spire's cash flows from discontinued operations related to the Spire Marketing and Spire Storage Disposal Groups through their respective dates of disposition. Cash proceeds from the sales of Spire Marketing and Spire Storage are reflected within investing activities during the nine months ended June 30, 2026.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended June 30, 2026

 

 

Nine Months Ended June 30, 2025

 

Cash Flow Summary

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

 

Spire Marketing Disposal Group

 

 

Spire Storage Disposal Group

 

Net cash provided by operating activities

 

$

31.6

 

 

$

567.0

 

 

$

24.5

 

 

$

36.1

 

Net cash provided by (used in) investing activities

 

 

80.4

 

 

 

(13.3

)

 

 

(24.6

)

 

 

(91.5

)

 

 

Asset Held for Sale (Continuing Operations)

 

Sale of Spire Mississippi

On April 21, 2026, the Company entered into an agreement to sell Spire Mississippi, a wholly-owned subsidiary of Spire, to Delta Mississippi Gas Company, LLC (“Delta Utilities”). The transaction provides for a cash purchase price of $75.0, subject to customary purchase price adjustments, and is expected to close during the first fiscal quarter of 2027, subject to regulatory approval by the MSPSC and other customary closing conditions. This planned sale does not represent a strategic shift that will have a major effect on the Company's operations or financial results and, accordingly, will only be presented as held for sale for balance sheet reporting purposes. If the agreement is terminated upon certain qualifying terminations and subject to certain conditions set forth in the agreement, the purchaser will be required to pay a reverse termination fee of $7.5.

 

Spire Mississippi is classified as held for sale, and its results of operations continue to be reported within continuing operations as part of the Gas Utility segment. Upon classification as held for sale, the Company allocated $18.1 of goodwill to the Spire Mississippi disposal group. The Company measured the disposal group at the lower of its carrying amount or fair value less costs to sell and, as a result, recorded a goodwill impairment of $3.9 during the quarter ended March 31, 2026. As a result of subsequent adjustments to the disposal group's carrying value, the Company recorded an additional $1.5 impairment of property, plant and equipment during the quarter ended June 30, 2026. These charges are reflected in the condensed consolidated statements of income.

 

The following table summarizes the carrying values of the major classes of assets and liabilities of the Spire Mississippi disposal group classified as held for sale in Spire's Condensed Consolidated Balance Sheets:

(Dollars in millions)

 

Spire Mississippi Disposal Group

 

ASSETS

 

 

 

Utility Plant

 

$

95.1

 

Less – Accumulated depreciation and amortization

 

 

(32.5

)

Net Utility Plant

 

 

62.6

 

Accounts receivable (net of $0.1 allowance)

 

 

2.9

 

Materials and supplies

 

 

0.8

 

Regulatory Assets

 

 

0.9

 

Goodwill (net of $3.9 impairment)

 

 

14.2

 

Current assets held for sale

 

$

81.4

 

 

 

 

 

Accounts payable

 

 

1.0

 

Regulatory liabilities - Current

 

 

 

Asset retirement obligations

 

 

3.2

 

Regulatory liabilities

 

 

1.4

 

Other

 

 

2.3

 

Current liabilities held for sale

 

$

7.9

 

Sale of Non-Core Equity Interest

During the second quarter of fiscal 2026, the Company completed the sale of a non-core equity interest that was outside its reportable segments and recorded in Other. The investment had previously been accounted for under the equity method and was carried at an immaterial value. The Company received approximately $30.0 in cash proceeds and

recognized a pre-tax gain of approximately $28.9, which is included in “Gain on Sale of Subsidiary” in the Condensed Consolidated Statements of Income.