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The following risk factor should be read in conjunction with the risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. This risk factor updates and supplements the previously disclosed risk factors in light of recent acquisitions and divestitures and related financing activities.
Risks related to the pending sale of Spire Mississippi and the ability to satisfy closing conditions.
Spire has entered into a definitive agreement to sell Spire Mississippi Inc. to Delta Mississippi Gas Company, LLC for a cash purchase price of $75.0 million, subject to customary purchase price adjustments. Completion of this transaction is subject to a number of risks and uncertainties, including receipt of required regulatory approval from the Mississippi Public Service Commission and satisfaction of other customary closing conditions; the risk that the transaction may be delayed or may not be completed at all; the occurrence of any event, change, or other circumstance that could give rise to termination of the purchase agreement, including circumstances that could obligate the purchaser to pay Spire a reverse termination fee of $7.5 million rather than complete the transaction; the risk that Spire may not realize the anticipated benefits of the transaction on the expected timeline or at all; transaction costs associated with the sale; and potential adverse reactions or changes in business relationships resulting from the announcement or pendency of the transaction. The transaction is expected to close during the first quarter of fiscal year 2027, and there can be no assurance that it will close within this timeframe or at all.
Spire may not realize the anticipated benefits of the Piedmont Tennessee Transaction or the divestitures of Spire Marketing and Spire Storage.
During the third quarter of fiscal 2026, Spire completed the acquisition of the Tennessee natural gas distribution business of Piedmont Natural Gas Company, Inc. for approximately $2.5 billion and completed the sales of Spire Marketing Inc. and Spire Storage. Spire’s ability to realize the anticipated benefits of these transactions depends on a number of factors that are, in part, outside of Spire’s control, including the successful and timely integration of the Piedmont Tennessee business into Spire’s operations, systems, and regulatory frameworks; the continued performance by counterparties of their obligations under the applicable transaction agreements, and the risks of relying on third parties for critical operational services during the transition period; Spire’s ability to achieve anticipated synergies, cost savings, and operational efficiencies; and Spire’s ability to retain key personnel of the acquired business. If Spire is unable to successfully integrate the Piedmont Tennessee business, if a counterparty fails to perform its continuing obligations under any transaction agreements, or if the anticipated benefits of Spire’s portfolio transformation are not realized within the expected timeframe or at all, Spire’s business, financial condition, and results of operations could be adversely affected.