SR · Spire Inc.

This 8-K/A amendment fulfills SEC requirements under Item 9.01 by providing audited abbreviated financial statements for the Tennessee Piedmont Natural Gas Business, a regulated utility serving approximately 205,000 customers in Tennessee with 3,800 miles of pipelines. The statements cover 2025 and 2024, showing stable operations with revenues increasing from $289.2 million to $326.3 million, driven by higher regulated natural gas sales, though excess of revenues over direct expenses dipped slightly to $121.6 million due to elevated cost of natural gas. Balance sheet reflects $1.95 billion in net assets acquired, dominated by $1.80 billion in net property, plant, and equipment, with regulatory assets and liabilities highlighting the rate-regulated nature. The unaudited pro forma condensed combined information illustrates post-acquisition impacts as of December 31, 2025, boosting net utility plant to $8.66 billion and total assets to $14.64 billion, funded by $1.75 billion in new long-term debt plus current portions, increasing leverage. Pro forma income statements for Q3 2025 and FY 2025 show revenue accretion but higher interest expense from financing, with preliminary purchase accounting allocating $788.5 million to goodwill. Strategic fit enhances Spire's regulated gas distribution footprint; however, note that financials exclude corporate overhead and taxes per Rule 3-05(e), and final fair value adjustments may alter allocations. Spire also announced a non-pro forma gas marketing sale for $215 million to repay acquisition debt.