Spire Inc

Item 1A. Risk Factors

The following risk factor should be read in conjunction with the risk factors disclosed in Part I, Item 1A of the Companys 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 divestituressale of Spire Mississippi and the ability to satisfy closing conditions. 

From time

Spire has entered into time, Spire may seeka definitive agreement to strategically divest certain business segments ell Spire Mississippi Inc. to Delta Mississippi Gas Company, LLC for subsidiaries. Such divestitures involve a number a cash purchase price of risks, including but not limited to, conditions to the c$75.0 million, subject to customary purchase price adjustments. Completion of the applicableis transaction, such as rece is subject to a number of risks and uncertainties, including receipt of required regulatory clearances, not being approval from the Mississippi Public Service Commission and satisfied; caction of other customary closing ofconditions; the applicablrisk that the transaction beingmay be delayed or may not occurringbe completed at all; the occurrence of any event, change, or other circumstance or condition tthat could give rise to the teermination of the applicablpurchase agreement; Spire being unable to achieve, 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 applicable transaction; significant  on the expected timeline or at all; transaction costs associated with the applicable trsale; and potential adverse reactions or changes in business relationships resulting from the announcement or pendency of the transaction; t. The risk that disruptions from ttransaction 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 applicable tnticipated benefits of the Piedmont Tennessee Transaction will harmor the divestitures of Spire Marketing and Spire Storage.

During the third quarter of fiscal 2026, Spire completed the busineacquisition of the Tennesses, including curree natural gas distribution business of Piedmont plans and operations; tNatural Gas Company, Inc. for approximately $2.5 billion and completed the ability to retain sales of Spire Marketing Inc. and/or h Spire key personnel; poteStorage. Spires ability to realize the antial adverse reacipated benefits of these transactions or changes to business reldepends on a number of factors that are, in part, outside of Spires control, including the successful and timely integrationships  of the Piedmont Tennessee business into Spiresulting operations, systems, and regulatory fromameworks; the annoucontinued performancement or complet by counterparties of their obligations under the applicable transaction agreements, and the risks of the proposed trelying on third parties for critical operational services during the transactionition period; Spires ability to achieve anticipated synergies, cost savings, and operational efficiencies; and otherfactors relating to the oSpires 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 and financial performance discussunder any transaction agreements, or if the anticipated benefits of Spires portfolio transformation are not realized within the expected in timeframe or at all, Spires filings with the SECbusiness, financial condition, and results of operations could be adversely affected.