SR 10-K & 10-Q changes, risk factors and insider trading

The MoPSC also approves Spire Missouri’s Infrastructure System Replacement Surcharge ("ISRS"). The ISRS allows Spire Missouri expedited recovery for its investment to upgrade its infrastructure and enhance its safety and reliability without the necessity of a formal rate case. Such investments are subject to review, and there is risk that any material disallowance of costs under ISRS could adversely affect the timing of revenues and cash flows. Without legislative action, the ISRS statute related to gas utilities will expire on August 28, 2029.

The Utilities’ ability to obtain and timely implement rate increases and rate supplements to maintain the current rate of return is subject to regulatory review and approval. There can be no assurance that they will be able to obtain rate increases or rate supplements or continue earning the current authorized rates of return. Spire Alabama’s and Spire Gulf’s rate setting process,The Rate Stabilization and Equalization (RSE), ismechanism, subjectwhich requires Spire Alabama and Spire Gulf to regulationfile byan annual rate review based on the APSCutility’s budget for the upcoming fiscal year, was last renewed in 2022, and isabsent implementeda pursuantCommission toorder APSCmodifying ordersSpire expiringAlabama’s tariff, the existing RSE terms shall continue in effect beyond September 30, 2025. RSE adjustments would continue after that date unless the APSC enters an order to the contrary in a manner consistent with the law. Spire Mississippi is subject to regulation by the MSPSC and utilizes the Rate Stabilization Adjustment ("RSA") Rider. For further details, see Note 15, Regulatory Matters, of the Notes to Financial Statements in Item 8.

The U.S. Pipeline and Hazardous Materials Safety Administration ("PHMSA") requires pipeline and natural gas storage operators to develop integrity management programs to evaluate their pipelines comprehensively and to take additional measures to protect pipeline segments located in areas where a leak or rupture could potentially do the most harm. The Company is required to maintain programs that are intended to assess pipeline integrity. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures. PHMSA constantly updates its regulations to ensure the highest levels of pipeline safety. As the operator of pipelines, Spire is required to:

The Transportation Security Administration ("TSA") requires owners and operators of specified pipeline facilities to take action to prevent disruption and degradation to their infrastructure to achieve the following security outcomes:

The Company has significantly reduced its current federal and state income tax obligations over the past few years through tax planning strategies and application of tax rulesrules, which includedincluding the use of bonus depreciation deductions for certain expendituresproperty for property.expenditures. As a result, the Company generated large annual taxable losses that have resulted in significant federal and state net operating losses.losses ("NOLs"). The Company plans to utilize these net operating lossesNOLs in the future. The value of these net operating lossesNOLs could be reduced if the Company cannot generate enoughsufficient taxable income in the future to utilize all of the net operating losses generated prior to the Tax Cuts and Jobs Act of 2017 (TCJA)NOLs before they expireexpire, dueor toif changes in income tax policy changes,policy, lower-than-expected financial performanceperformance, and/or regulatory actions.actions The major provisions of the TCJA will expire on December 31, 2025, unless Congress extends them.occur.

ChangesOn July 4, 2025, U.S. tax legislation known as the One Big Beautiful Bill Act ("OBBBA") was enacted, which made permanent many provisions of the Tax Cuts and Jobs Act of 2017 and introduced additional changes to incomeU.S. corporate tax policy,rules, lawssome andof regulations,which become effective in 2026. While OBBBA is not expected to have a material impact to our financial condition or results of operations, future legislative changes, including butpotential not limitedmodifications to changesOBBBA inor other tax rates,reforms, could adversely impact the Company. ThoseThese impacts could include reducing the value of its net operating lossesNOLs and could result in material charges to earnings. Further, the Company’s financial condition and results of operations may be adversely impacted.

As a participant in the natural gas market, Spire Marketing is subject to applicable statutes, rules, regulations and orders administered by FERC and the Commodity Futures Trading Commission ("CFTC"), including those directed generally to prevent fraud or manipulation involving natural gas transactions (physical or financial transactions). Spire Marketing could be subject to fines, penalties, business interruption or other enforcement actions by the FERC or CFTC, or both, for failure to comply with such rules. New regulatory and legislative actions may adversely impact Spire Marketing’s results of operations and financial condition by potentially reducing customer growth opportunities and/or increasing the costs of doing business.

Transporting, distributing, and storing natural gas and propane involves numerous risks that may result in accidents and other operatingoperational risks.issues.

Spire Storage is subject to competition from similar services provided by pipelines and from competing independent storage providers capable of serving its customers. Natural gas storage is a competitive business, with competitors having the ability to expand storage capacity. Increased competition in the natural gas storage business could reduce the demand and drive rates down for the Company’s natural gas storage services. To a lesser extent, competition and the price differences between natural gas hubs can also impact the volumes and rates of our interstate pipelines.

Although the Company has, when possible, developed alternative sources of technology and built redundancy into its computer networks and tools, there can be no assurance these efforts to date would protect against all potential issues related to the loss of any such technologies or the Company’s use of such technologies. While the Company assesses the cyber protection of its vendors, the Company’s use of an outside party presents a cyber exposure that must also be carefully managed.

The Company is subject to cybersecurity risks primarily related to breaches of security pertaining to sensitive customer, employee, and vendor information maintained by the Company, its subsidiaries, or its third-party vendors in the normal course of business, as well as breaches in the technology that manages natural gas supply and control operations and other business processes. A loss of confidential or proprietary data or security breaches of technology for operations or business processes could adversely affect the Company’s reputation, diminish customer confidence, disrupt operations, and subject the Company to possible financial liability, any of which could have a material effect on its financial condition and results of operations. Despite Company policy restrictions on artificial intelligence ("AI"), whitelisting of sites, and contractual limitations on vendors’ use of AI, there is also a risk of inadvertent sharing of confidential or proprietary data through the inappropriate use of open AI tools.

The Company acknowledges increased dependence on technology increases its exposure to cyberattack. The Company closely monitors both preventive and detective measures to manage these risks and maintain cyber risk insurance to mitigate a significant portion, but not all, of these risks and losses. To the extent that the occurrence of any of these cyber events is self-insured or not covered by insurance, it could adversely affect the Company’s financial condition and results of operations. On July 26, 2023,In the SECevent adoptedof itsa finalmaterial rulecyber onevent, Cybersecuritythe RiskCompany Management,is Strategy, Governance and Incident Disclosurerequired to provideinform investors information on how public companies manage their cyber risks (see Item 1C) and to requirepublicly timelydisclose disclosurethe nature of materialsuch cyberan events,event whichto increasescomply compliancewith risk.SEC rules and regulations.

The Utilities provide natural gas distribution services to customers in Alabama, Mississippi, and Missouri. On July 27, 2025 the Company entered into an agreement to purchase the Tennessee natural gas local distribution company business of Piedmont Natural Gas Company, Inc. ("Piedmont Natural Gas") from Duke Energy Corporation ("Duke Energy"). Midstream is focused on the Rocky Mountain/Western and Midcontinent regions. Changes in the regional economies, politics, regulations and weather patterns of these states could negatively impact growth opportunities and the usage patterns and financial condition of customers and could adversely affect earnings, cash flows, and financial position.

Currently, Spire, Spire Missouri, and Spire Alabama have investment-grade credit ratings. There is no assurance such credit ratings for any of these companies will remain in effect for any given period of time or such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Spire has a working capital line of credit to meet its short-term liquidity needs. Spire’s line of credit may be used to meet the liquidity needs of any of its subsidiaries, subject to sublimits. If the rating agencies lowered the credit rating at any of these entities, particularly below investment grade, it might significantly limit that entity’s ability to secure new or additional credit facilities and would increase its costs of borrowing. Spire’s and the Utilities’ ability to borrow under current or new credit facilities and costs of that borrowing have a direct impact on their ability to execute their operating strategies.

Competition in the marketplace and fluctuations in natural gas commodity prices have a direct impact on Spire Marketing. Changing market conditions and prices, the narrowing of regional and seasonal price differentials and limited future price volatility may adversely impact its sales margins or affect its ability to procure gas supplies and/or to serve certain customers, which may reduce sales profitability and/or increase certain credit requirements caused by reductions in netting capability. Although the FERC regulates the interstate transportation of natural gas and establishes the general terms and conditions under which Spire Marketing may use interstate gas pipeline capacity to purchase and transport natural gas, Spire Marketing must occasionally renegotiate its transportation agreements with a concentrated group of pipeline companies. Renegotiated terms of new agreements,agreements or increases in FERC-authorized rates of existing agreements,agreements may impact Spire Marketing’s future profitability. Profitability may also be adversely impacted if pipeline capacity or future storage capacity secured is not fully utilized.

The tariff rate schedules of Spire Missouri, Spire Gulf and Spire Mississippi contain Purchased Gas Adjustment (PGA) clauses and Spire Alabama’s tariff rate schedule contains a Gas Supply Adjustment (GSA) rider that permit the Utilities to file for rate adjustments to recover the cost of purchased gas. Changes in the cost of purchased gas are flowed through to customers and may affect uncollectible amounts and cash flows and can therefore impact the amount of capital resources.

The MoPSC typically approves the Spire Missouri PGA changes on an interim basis, subject to refund and the outcome of a subsequent audit and prudence review. Due to such review process, there is a risk of a disallowance of full recovery of these costs. Any material disallowance of purchased gas costs would adversely affect results of operations. The Alabama Utilities’ gas supply charges are submitted for APSC review on a monthly basis,monthly, regardless of whether there is a request for a change, so prudence review occurs on an ongoing basis. Spire Mississippi’s PGA is adjusted on a monthly basis for the most recent charges and is filed at the MSPSC on a monthly basis.monthly.

Spire and its subsidiaries have pensionpensions and other postretirement benefit plans that provide benefits to many of their employees and retirees. Costs of providing benefits and related funding requirements of these plans are subject to changes in the market value of the assets that fund the plans. The funded status of the plans and the related costs reflected in the Company’s financial statements are affected by various factors, which are subject to an inherent degree of uncertainty, including economic conditions, financial market performance, interest rates, life expectancies and demographics. Recessions and volatility in the domestic and international financial markets have negatively affected the asset values of the Company’s pension plans at various times in the past. Poor investment returns or lower interest rates may necessitate accelerated funding of the plans to meet minimum federal government requirements, which could have an adverse impact on the Company’s financial condition and results of operations. For more information, including regulatory provisions affecting the Utilities’ plans, see Note 13, Pension Plans and Other Postretirement Benefits, of the Notes to Financial Statements in Item 8.

Resources expended to pursue or integrate business acquisitions, investmentsinvestments, or other business arrangements may adversely affect Spire’s financial position and results of operationsoperations, and the return on such investments made may not meet the Company’s expectations.

From time to time, Spire may seek to grow through strategic acquisitions, investmentsinvestments, or other business arrangements. Attractive acquisition and investment opportunities may be difficult to complete on economically acceptable terms. It is possible for Spire tomay expend considerable resources pursuing acquisitions andor investments thatthat, for avarious variety of reasonsreasons, do not move forward. Similarly, investment opportunities may be hindered or halted by regulatory or legal actions. To the extentWhen acquisitions or investments are made,completed, suchthese transactions involve a number of risks, includingincluding, but not limited to, the assumption of material liabilities, the diversion of management’s attention from daily operations, difficulties in assimilationassimilating and retention ofretaining employees, challenges in integrating information technology systems, securing adequate capital to support the transaction, the potential impact on credit ratings, and obtaining necessary regulatory approval.approvals. Uncertainties also exist in assessing the value, risks, profitability, and liabilities associated with certain businesses or assetsassets. and thereThere is a possibility that anticipated operating and financial efficiencies expected to result from an acquisition or investment domay not develop.materialize. Additionally, there are no assurances that resources expended will achieve their intended result.results. Failure to successfully complete or integrate an acquisition or investment could adversely affect Spire’s financial condition, results of operations, and the market’s perception of the Company’s ability to execute its strategy. Subsidiaries, including the Utilities, may face similar risks when engaging in these activities.

Spire and its subsidiaries are subject to changes in U.S. generally accepted accounting principles (“GAAP”), SEC regulationsregulations, and other interpretations of financial reporting requirements for public utilities. Neither theThe Company nor any ofand its subsidiaries have anyno control over the timing or impact of these changes may have on their financial condition or results of operationsoperations. nor the timing of such changes. The potentialPotential issues associatedrelated withto rate-regulated accounting, along with other potential changes tounder GAAPconsideration, that the U.S. Financial Accounting Standards Board (FASB) continues to consider maycould be significant.

“Adjusted earnings” and “adjusted earnings per share” were formerly known as “net economic earnings” and “net economic earnings per share.” Adjusted earnings and adjusted earnings per share are non-GAAP measures that exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative or GAAP standard-setting actions. In addition, adjusted earnings per share would exclude the impact, in the fiscal year of issuance, of any shares issued to finance acquisitions that have yet to be included in adjusted earnings.

This section contains discussion and analysis of the results for the year ended September 30, 2025 compared to the results for the year ended September 30, 2024. The discussion and analysis of the results for the year ended September 30, 2024 compared to the results for the year ended September 30, 2023. The discussion and analysis of the results for the year ended September 30, 2023 compared to the results of the year ended September 30, 2022 can be found in Part II, Item 7 of Spire Inc.’s fiscal 20232024 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on November 16,20, 2023.2024.

The following tables reconcile the Company’s adjusted earnings to the most comparable GAAP number, net income.

Interest expense reflects the impact of $5.4 in costs associated with the bridge facility backing the Piedmont Tennessee acquisition. Excluding this amount, interest expense declined $2.4 year-over-year. The increasedecrease in interest expense wasreflects principallylower the result of higher interest expenses on short-term borrowings, reflecting both higher short-termeffective interest rates andpartially offset by higher average borrowinglevels levelsof debt in the current year. Interest on long-term debt was marginally higher, reflecting higher average debt levels and slightly higher rates. Weighted-average short-term interest rates were 4.5% in the current-year period versus 5.7% in the currentprior-year year versus 5.0% in the prior year,period, while weighted average interest rate on long-term debt increaseddecreased slightly from 4.2% in the prior year to 4.3% in the current year.

For the twelve months ended September 30, 2024,2025, Gas Utility net income and adjusted earnings in the current year was $20.3were higher than the corresponding prior-year period withby higher$14.4 and $10.6, respectively. Adjusted earnings acrossgrowth bothwas Missourilower andthan Alabama. Netnet income ingrowth primarily due to excluding the current year was $16.5 higher than the prior year, reflecting the current-year’s $3.8 (after-tax) expensecharge relating to the Company’s customer affordability initiative (anthat initiativewas implementedrecorded in the secondprior quarteryear. ofThe fiscalyear-to-date 2024change toin improvenet long-termincome customerwas affordabilitydriven targetedby growth at loweringboth ourSpire overall cost structureMissouri and improvingSpire operationalAlabama efficiency)totaling that$9.9 isand excluded$4.8, from adjusted earnings. These results are described in further detail below.respectively.

Reported operation and maintenance (“O&M”) expenses for the twelve months ended September 30, 20242025 were $9.0$14.3 lowerhigher than the priortwelve year.months Afterended excludingSeptember 30, 2024. Removing the impact of the NSC TransferTransfer, of $7.5O&M expenses declinedwere $1.5.$4.7 Excludinghigher than the prior-year period. After excluding the $5.0 expenses in the currentprior year charge relating to the Company’s customer affordability initiative, the Gas Utility segment O&M decreasedexpenses $6.5.were This$9.7 reductionhigher reflectedthan lowerthe operationscorresponding expense,prior-year lowerperiod. Higher employee-related costs and reductions in outsidethe servicecurrent year, combined with higher field operations costs, partiallywere offsetonly partly mitigated by increaseslower inbad insurancedebts costsexpense, and badlower debtsupport expense.costs.

Taxes, other than income taxes, decreased $0.1,$8.9, as the $12.5 lower gross receiptsreceipt taxes totalingresulting $3.5from lower revenues more than offset increases inhigher property and real estate taxes. Depreciation and amortization expenses for the twelve monthsyear ended September 30, 20242025 were $19.2$14.0 higher than the same period in the prior year primarily driven by continued infrastructure capital expenditures across all the Utilities. Interest expense increased $7.4 to $147.3 reflecting higher average net debt levels and higher short-term interest rates. Other income decreased $10.5. in the current year ($3.0 after removing the $7.5 NSC Transfer impact), primarily the result of lower gas carrying credits at Spire Missouri that were only partly offset by favorable mark-to-market valuations on unqualified retirement trusts.

Revenues in the current year increased $34.6$54.8 versus the prior-year period, due primarily toreflecting the acquisitionshigher of Spire Storage Salt Plainsrates and MoGasactivity andwith increased Spire Storage West revenues attributable primarily to the previously mentioned new capacity and rates in the third quarter of the current year.storage. O&M expenses increasedwere byup $4.2$10.6 year-over-year, due primarily to operating expensescosts associated with the before-mentionedhigher acquisitions,storage activity in the current year, combined with increased activity atnon-recurring Spire StorageMoGas West.acquisition costs of $2.3 in the prior year.

O&M expensesRevenues for the twelve months ended September 30, 20242025 were $0.8$193.3 lower versusthan the comparable prior-year period. Lower employee-relatedPGA costsrates andreduced lowergas non-employeecost operatingrecoveries expensesby $239.8. This reduced revenue driver also resulted in reduced gross receipts taxes of $10.2. These negative impacts were mostlyonly partly offset by the$33.5 currentincremental yearISRS $1.0revenues, charge$23.2 relatingattributable to higher off-system sales in the Company’scurrent-year, and increased weather-mitigated customer affordabilityusage initiativeversus combinedthe withprior-year higher bad debt expense.period.

Risks related to the pending divestituressale of Spire Mississippi and the ability to satisfy closing conditions.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. All statements, other than statements of historical fact, including statements regarding our expectations, plans and objectives for future performance, future operating results, earnings guidance, capital investment plans, and the expected timing and benefits of, and risks associated with, acquisitions, dispositions and related integration and transition activities (including the completed acquisition of the Piedmont Natural Gas Tennessee business, the completed sale of Spire Marketing and Spire Storage, and the announcedpending salessale of Spire Storage and Spire Mississippi), are 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:

The satisfaction of conditions to, and the timing and completion of, the announcedpending dispositionssale of Spire Mississippi (including receiptofreceipt of required regulatory approvals)., and Spire’s ability to realize the anticipated benefits of, and successfully integrate or separate from, the recently completed Piedmont Tennessee Transaction and the Spire Marketing and Spire Storage dispositions;

Acquisition of Tennessee Piedmont Natural Gas business. On March 31, 2026, Spire completed the acquisition of the Tennessee assetsnatural gas business of Piedmont Natural Gas,Piedmont, a wholly-ownedwholly owned subsidiary of Duke Energy, to acquire its Tennessee natural gas business for a total cash purchase price of $2.50 billion. Upon closing, Piedmont's Tennessee business began operating as Spire Tennessee. The Company expects the acquisition toincreased increase Spire’sSpire's scale of regulated businessutility inoperations oneand ofexpanded theits fastest growing regionspresence in the U.S.growing and expand regulatory diversity. Upon closing, Piedmont’sMiddle Tennessee business began doing business as Spire Tennessee.region.

Sale of Spire Marketing. On March 28, 2026, Spire, entered into an agreement to sell Spire Marketing Inc., to Boardwalk. The transaction providesclosed on April 30, 2026, for a cash purchase priceconsideration of $212.0,approximately $212, subject to customary closingpost-closing adjustments,adjustments. andSpire isMarketing expectedhas tobeen be accounted forclassified as a dispositiondiscontinued upon closing.operation.

Sale of Spire Storage. On April  14,  2026, Spire, entered into an agreement to sell Spire Storage to Subterra Energy Holdings, LLC an affiliate of I Squared Capital. The transaction closed on June 30, 2026 and provides for total consideration of approximately $650.0,$657, consisting of $600.0$607 payable in cash at closing and a $50.0$50 deferred consideration payment expected to be receivedpaid inon fiscal 2027,or subjectbefore toSeptember customary30, closing adjustments, and is expected to be accounted for as a disposition upon closing.2027.

Sale of Spire Mississippi. On April 21, 2026, Spire entered into an agreement to sell Spire Mississippi Inc., to 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 secondfirst halfquarter of Spire’s fiscal year 2026,2027, subject to regulatory approval by the Mississippi Public Service CommissionMSPSC and other customary closing conditions.

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. 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 Operations.proceeds.

Due to recently announced corporate transactionstransactions, the Company has one reportable segment: Gas Utility. See Note 12 - Segment Information for additional information on Spire’s segment structure. Spire’s earnings are derived primarily from its Gas Utility segment, which reflects the regulated activities of the Utilities. Due to the seasonal nature of the Utilities’ business and the volumetric Spire Missouri rate design,designs of the Utilities, earnings of Spire and each of the Utilities are typically concentrated during the heating season of November through April each fiscal year.

Spire Tennessee is the largest investor-owned natural gas distribution utility in the state of Tennessee and is regulated by the TPUC.SpireTPUC. Spire Tennessee is a regulated natural gas utility engaged in the purchase, retail distribution, and sale of natural gas to more than 200,000 customers primarily in the Nashville metropolitan area and surrounding communities in Tennessee. Spire Tennessee delivers natural gas to customers at rates and in accordance with tariffs authorized by the TPUC. The earnings of Spire Tennessee are primarily generated by the sale of heating energy.

Other components of the Company’s consolidated information include Spire’s subsidiaries include subsidiaries engaged in the transportation of natural gas, risk management, among other activities, and unallocated corporate items, including certain debt and associated interest costs.

EARNINGS – THREE MONTHS ENDED MarchJune 31,30, 2026

This section contains discussion and analysis of the results for the three months ended MarchJune 31,30, 2026 compared to the results for the three months ended MarchJune 31,30, 2025, in total and by registrant and segment.

Select variances for the quarter ended MarchJune 31,30, 2026 compared to the quarter ended MarchJune 31,30, 2025 are summarized in the following table and discussed below.

The increase in interest expense reflects higher average long-term debt rates and higher levels of long-term debt in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity and Tennessee operations totaled approximately $5.8$31.0 in the current quarter. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 3.8%4.3% in the current-year quarter versus 4.5% in the prior-year quarter.

Other income increased $1.4$1.2 versus the prior-year quarter. The principal driver of the variance was favorable interestinvestment incomeand that was only partly offset with unfavorable investmentmark-to-market activity with non-qualified benefit trusts.

The increasedecrease in income taxes primarily reflects the higher current-year pre-tax book income.loss.

The Company’s other activities generated a $14.2$31.5 loss in the three months ended MarchJune 31,30, 2026, $8.3$28.2 higher than the prior year period. The major contributor to this variance was $30.8$26.5 pre-tax ($19.0 after-tax) of current year costs associated with the pending Piedmont Tennessee acquisition thatand wastransition mostly offset by the $28.9 gain on the sale of a non-core subsidiary.activities. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.

For the quarter ended MarchJune 31,30, 2026, Gas Utility net income andwas adjusted earnings were higherlower than the corresponding prior-year period by $36.6$1.1, andwhile $39.6,adjusted respectively.earnings increased by $6.8. The quarterly net income change was driven by the improved performanceinclusion of a $6.9 net loss from Spire MissouriTennessee operations and Spirea Alabama$1.5 totaling $37.3 and $2.0, respectively, partially offset by the $3.0 (after-tax) goodwillpre-tax impairment associated with the pending sale of Spire Mississippi. Excluding these impacts for adjusted earnings, growth for the quarter was driven by Spire Alabama and Spire EnergySouth, combined with slightly improved results at Spire Missouri.

The primary driver of the current year increase in revenue was the $78.4inclusion of Spire Tennessee’s quarterly results, combined with the impact of the October 2025 Missouri rate case implementation. Current year revenue also benefited from higher$4.5 offincremental systemSpire sales.Missouri ISRS surcharges, Spire Alabama’s favorable annual RSE update impact of $7.4$2.7, wascombined almost completely offset bywith the year-over-year $7.2$3.1 increase in the customeryear-over-year refundCCM provision.benefit. These favorable impacts more than offset the $29.5$5.0 negative impact of lower volume usage net of weather mitigation adjustments and the $13.6$2.9 reduction attributable to lower gas cost recoveries.

Contribution margin increased $70.4$61.7 versus the prior-year quarter. Contribution margin benefited $31.1 resulting from the $78.4inclusion of Spire Tennessee operations and the $12.5 positive impact of the October 2025 Missouri rate case implementation, Spire Missouri ISRS growth of $4.5, combined with $4.0$2.1 higher off system sales. AsCurrent previouslyyear disclosed,contribution mostmargin also benefited from Spire Alabama’s favorable annual RSE update impact of $2.6 combined with the Alabama$3.1 RSEincrease benefitin was offset bythe year-over-year changesCCM to the customer refund provision. These favorable impacts more than offset the $12.2 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama.benefit.

Reported operation and maintenance (“O&M”) expenses for the three months ended MarchJune 31,30, 2026 were $0.8$20.7 lowerhigher than the prior-year quarterquarter, asthe inclusion of $16.9 relating to Spire Tennessee being the major driver. O&M expense at Spire Missouri and Spire Alabama increased $2.0 and $2.2, respectively, due principally to higher expense levels for non-payroll operations expense and bad debt expense that were moreonly thanpartly offset by lower employee-related costs and administrative expenses.costs.

Depreciation and amortization expenses for the quarter ended MarchJune 31,30, 2026 were $12.1$22.3 higher than the same period in the prior year primarily driven by the inclusion of $10.5 relating to Spire Tennessee’s operations. The remaining variance are the results of rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.

Taxes, other than income taxes, increased $7.2,$9.5 dueversus the prior year quarter. $4.7 of the increase results from the inclusion of Spire Tennessee operations. The remaining variance relates primarily to $1.2 higher grossremaining receipts taxes resulting from higher revenues, combined with higherutility property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments.

Interest expense increased $1.5.$11.5, with $9.0 of the increase attributable to the inclusion of Tennessee operations. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact of lower rates at Spire Missouri was more than offset by the impact of higher average levels of long-term debt in the current year.

Operating revenues for the quarter ended MarchJune 31,30, 2026 were $66.7$18.7 higher than the comparable prior-year period. The increase was primarily the result of three drivers: $78.4$12.5 due to implementation of the most recent rate case, $4.5 attributable to ISRS surcharges in the current year and higher off-system sales of $7.7, and $2.2 higher gross receipts tax.$3.7. These favorable impacts were only partly offset by $9.0$1.8 lower gas cost recoveries and negative volume impact (net of weather mitigation) of $12.5.$1.4.

Contribution margin for the three months ended MarchJune 31,30, 2026 increased $68.6$17.5 from the same period in the prior year, primarily due to the $78.4$12.5 increase relating to implementation of the most recent rate case,case and $4.5 attributable to ISRS surcharges in the current year, combined with the $3.0$1.3 favorable impact of higher off-system sales. These favorable impacts more than offset the unfavorable $12.5$1.4 weather-mitigated margin impact.

Degree days in Spire Missouri’s service areas during the three months ended MarchJune 31,30, 2026 were 13.1%36.1% warmer than normal, and 13.6%19.3% warmer than the comparable prior year period. Spire Missouri’s total system volume sold and transported were 629.5204.5 million centum (Latin for “hundred”) cubic feet (CCF) for the quarter, compared with 731.1220.5 million CCF for the same period in the prior year. Total off-system volume sold and transported were 17.311.9 million CCF for the current-year quarter, compared with 25.917.6 million CCF a year ago.

O&M expenses for the current-year quarter increased $3.2$2.0 versus the prior-year quarter. This increase reflects higher expense levels for non-payroll operations expense and bad debt expense that were only partly offset by lower employee-related costs.

Taxes, other than income taxes increased $8.0,$4.4, driven primarily by higher pass-through gross receipts taxes, and higher property taxes due to higher amortization levels of regulatory deferrals along with continued infrastructure investments.

Interest expense increased $1.9,$2.3, reflecting higher average levels of long-term debt in the current year. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt.

Resulting net incomeloss for the quarter ended MarchJune 31,30, 2026 increaseddecreased $37.3$0.8 versus the prior-year quarter.

Contribution margin was $1.5$9.7 higher versus the prior-year quarter, driven primarily by the $3.1 current quarter CCM benefit and favorable $7.1$2.6 annual RSE rate update, combined with $1.0a $3.2 increase attributable to off-systemweather-mitigated sales.volume These impacts were only partly offset by a $6.9 decline relating to the year-over year net increase in the customer refund provision.impact.

As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended MarchJune 31,30, 2026, were 9.8%36.0% warmer than normal, and 11.2%43.6% warmer than a year ago. Spire Alabama’s total system volume sold and transported were 316.9204.3 million CCF for the three months ended MarchJune 31,30, 2026, compared with 344.8241.3 million CCF for the same period in the prior year. Total off-system volume sold and transported were 18.024.8 million CCF for the current-year quarter, compared with 18.823.0 million CCF off-system volume sold and transported in last year’s first quarter.

Reported O&M expenses for the three months ended MarchJune 31,30, 2026 decreasedincreased $3.7$2.2 versus the prior-year quarter. This reductionincrease was primarily driven by lower expensehigher levels for non-payroll operations,operations combined with lower employee-related costs.expense.

Interest expense for the current-year quarter decreasedincreased $0.4$0.2 versus the prior-year quarter, primarilyas higher average level of short term borrowings offset the resultimpact of lower average long-term debt levels combined with lower short-term interest rates, which more than offset higher current year average short-term borrowings.rates.

For the quarter ended MarchJune 31,30, 2026, resulting net income increased $2.0$2.8 versus the prior-year quarter.

EARNINGS – SIXNINE MONTHS ENDED MarchJune 31,30, 2026

This section contains discussion and analysis of the results for the sixNine months ended MarchJune 31,30, 2026 compared to the results for the sixNine months ended MarchJune 31,30, 2025, in total and by registrant and segment.

Net income for the year-to-date ended MarchJune 31,30, 2026 was $377.2$588.4 versus $290.6$311.5 in the comparable prior-year period. The increase was driven by the continuing$254.6 after-tax gain relating to the divestitures of Spire Marketing and Spire Storage. Continuing operations ofincreased our$14.7, utilities, which increaseddriven by $62.7,the $61.6 increase from utilities that were only partially offset by higher corporate expensesexpenses, interest expense, and pipeline operations, net, of $18.7,$46.9. combinedExcluding ourthe $254.6 gain on the divestiture of Spire Marketing and Spire Storage, discontinued operations, whichoperations increased $42.6.$7.6, Growthwith growth at Spire Marketing wasbeing the primary driver of the growth in net income from discontinued operations. The Company will describe further the results of its ongoing business.

***Adjusted earnings per share is calculated by replacing consolidated net income with consolidated adjusted earnings in the GAAP diluted earnings per share calculation, which includes reductions for cumulative preferred dividends and participating shares and in the second quarter of 2026, excludes the $8.0 impact of the February 2026 cost of redemption of Spire’s 5.9% Series A Preferred Stock, including related depositary shares.

Select variances for the sixnine m0nths ended MarchJune 31,30, 2026 compared to the sixnine months ended MarchJune 31,30, 2025 are summarized in the following table and discussed below.

The increase in interest expense reflects higher levels of long-term debt and corresponding higher average long-term debt rates in the current year, which includes the financing activity undertaken for the Piedmont Tennessee Transaction. Financing costs related to the acquisition activity and Spire Tennessee operations totaled approximately $9.6$40.5 for the sixnine months ended MarchJune 31,30, 2026..2026. The increase in the servicing costs for long-term debt were only partly mitigated by lower average levels of short-term debt and lower effective interest rates on short-term debt. Weighted-average short-term interest rates were 4.1%4.2% in the current year versus 4.5% in the prior year.

The Company’s other activities generated a $30.3$61.8 loss in the sixnine months ended MarchJune 31,30, 2026, $18.7$46.9 higher than the prior year period. The major contributor to this variance was $38.8$65.3 pre-tax of current year costs and interest expense associated with the Piedmont Tennessee acquisition that was mostlyonly partly offset by the pre-tax $28.9 gain on the sale of a non-core subsidiary. Higher corporate expenses and interest expense in the current year were the other contributors to the higher current year loss.

For the year-to-date ended MarchJune 31,30, 2026, Gas Utility net income and adjusted earnings were higher than the corresponding prior-year period by $62.7$61.6 and $65.7,$72.5, respectively. The year-to-date change in net income was driven by the $ 61.161.9 improved performance of Spire Missouri and the $5.9$8.7 increase from Spire Alabama, partly offset by the $3.0$6.9 loss attributable to Spire Tennessee and the $4.0 (after-tax) goodwill impairment relating to the divestiture of Spire Mississippi.

The primary driver of the current year increase in revenue was the $132.6$145.1 impact of the October 2025 Missouri rate case implementation.implementation, combined with the $44.8 increase that is attributable to Spire Tennessee operations. Current year revenue also benefited from higher off system sales of $16.7and$19.2, current year ISRS surcharges of $6.8, and Spire Alabama’s favorable annual RSE update impact of $8.1.$10.8. These favorable impacts more than offset the $29.4$34.4 negative impact of lower volume usage net of weather mitigation adjustments, the $6.3$9.2 reduction attributable to lower gas cost recoveries, andcombined with the $2.9$2.8 net unfavorable changeincrease in theSpire Alabama’s customer refund provision at Spire Alabama.provision.

Contribution margin increased $118.4$180.1 versus the prior year. Contribution margin benefited from the $132.6$145.1 impact of the October 2025 Missouri rate case implementation, $7.9the $31.1 increase that is attributable to Spire Tennessee operations, and the $10.5 attributable to the Alabama RSE annual update, current year ISRS surcharges of $6.8, combined with $5.4$7.5 higher off system sales. As previously disclosed, most of the Alabama RSE benefit was offset by year-over-year changes to the customer refund provision. These favorable impacts more than offset the $24.8$23.0 negative volumetric margin net of weather mitigation at Spire Missouri and Spire Alabama and the $2.8 net unfavorable change to the Spire Alabama customer refund provision.Alabama.

Depreciation and amortization expenses for the year-to-date ended MarchJune 31,30, 2026 were $18.9$41.1 higher than the same period in the prior year primarily driven by the $10.4 increase resulting from Spire Tennessee operations, rate changes at Spire Missouri and Spire Alabama, combined with continued infrastructure capital expenditures across all the Utilities.

Taxes, other than income taxes, increased $13.2,$22.6, due to $4.4$5.8 higher gross receipts taxes resulting from higher revenues, combined with higher property tax expense due primarily to higher amortization levels of regulatory deferrals in Missouri along with continued infrastructure investments. The inclusion of Spire Tennessee operations accounted for $4.7 of the increase.

Interest expense increased $3.2.$14.6, of which $9.0 was due to the inclusion of Spire Tennessee operations. While both Spire Missouri and Spire Alabama benefited from lower average short-term interest rates in the current year, the impact at Spire Missouri was more than offset by the favorable impact of higher average levels of long-term debt in the current year.year, resulting in an $6.3 interest expense increase for Spire Missouri.

Operating revenues for the sixnine months ended MarchJune 31,30, 2026 were $125.6$144.3 higher than the comparable prior-year period. The increase was primarily the result of four drivers: $132.6$145.1 due to implementation of the most recent rate case, higher off-system sales of $15.3,$19.0, $4.4$6.8 incremental ISRS revenues and $5.0 higher gross receipts tax, and $2.3 incremental ISRS revenues.tax. These favorable impacts were only partly offset by the $23.4$24.8 unfavorable volume impact (net of weather mitigation), and $5.3$7.1 lower gas cost recoveries.

Contribution margin for the sixnine months ended MarchJune 31,30, 2026 increased $114.8$132.3 from the same period in the prior year, primarily due to the $132.6$145.1 increase relating to implementation of the most recent rate case, combined with $6.8 incremental ISRS charges, and the $3.8$5.1 impact of higher off-system sales and $2.3 incremental ISRS charges.sales. These favorable impacts more than offset the unfavorable $23.4$24.8 weather-mitigated margin impact.