8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2023

Commission File Number	Name of Registrant, Address of Principal Executive Offices and Telephone Number	State of Incorporation	IRS Employer Identification No.
1-16681	Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $1.00 par value	SR	New York Stock Exchange LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share	SR.PRA	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Matters

On June 16, 2023, Spire Inc. (the “Company” or “we”) completed its previously announced underwritten public offering of 1,744,549 shares of the Company’s common stock, par value $1.00 per share (the “common stock”), at a price to the public of $64.20 per share (the “offering”). In connection with the offering, Morgan Stanley & Co. LLC, as Underwriter, was granted an option to purchase up to 261,682 additional shares of common stock, which option is exercisable on or before July 13, 2023, as described below. The offering was conducted as part of our existing “at-the-market” offering program (the “ATM Program”), which was previously registered under the Company’s automatic shelf registration statement on Form S-3 (File No. 333-264799) filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2022. Following the offering, we have an immaterial amount of capacity remaining under the ATM Program, and the Company does not intend to increase such capacity in the near term.

Terms Agreement

In connection with the offering and the forward transaction described below, on June 13, 2023, we entered into a terms agreement (the “Terms Agreement”) with Morgan Stanley & Co. LLC, as Underwriter, Forward Purchaser and Forward Seller, pursuant to which (i) Morgan Stanley & Co. LLC, in its capacity as the forward seller (the “Forward Seller”), agreed to sell to Morgan Stanley & Co. LLC, in its capacity as the underwriter (the “Underwriter”), and (ii) the Underwriter agreed to purchase from the Forward Seller, at a purchase price of $63.60 per share (the “Initial Purchase Price”), 1,744,549 shares of common stock (the “Initial Shares”). Pursuant to the Terms Agreement, the Underwriter was granted the option to purchase all or any portion of 261,682 additional shares of our common stock (the “Option Shares”), exercisable within 30 days from the date of the Terms Agreement, at a purchase price per share equal to the Initial Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares.

Pursuant to the Terms Agreement, the Forward Seller sold to the Underwriter 1,744,549 shares of common stock, which were borrowed by the Forward Seller or its affiliate from third parties.

In connection with the Terms Agreement, the Company and its directors and executive officers have entered into lock-up agreements with the Underwriter pursuant to which they will not, with certain limited exceptions, for a period of 60 days after the date of the Terms Agreement, in the case of the Company, and 45 days after the date of the Terms Agreement, in the case of its directors and executive officers, without the prior written consent of the Underwriter, (a) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of Company’s common stock, (b) in the case of the Company, file any registration statement with the SEC relating to the offering of any shares of Company’s common stock or any securities convertible into or exercisable or exchangeable for shares of Company’s common stock or (c) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Company’s common stock common stock, whether any such transaction described in clause (a) or (c) above is to be settled by delivery of Company’s common stock or such other securities, in cash or otherwise. In addition, without the prior written consent of the Underwriter, the Company’s directors and executive officers may not, during the period ending 45 days after the date of the Terms Agreement, make any demand for or exercise any right with respect to, the registration of any shares of Company’s common stock or any security convertible into or exercisable or exchangeable for Company’s common stock.

Forward Transaction

On June 13, 2023, we also entered into a forward confirmation (the “Forward Sale Agreement”) with Morgan Stanley & Co. LLC (in such capacity, the “Forward Purchaser”), relating to 1,744,549 shares of common stock. If the Underwriter exercises its option to purchase any of the Option Shares, the Company will use commercially reasonable best efforts to enter into an additional forward transaction under an additional forward confirmation with the Forward Purchaser in respect of the number of shares of common stock sold to the Underwriter that are subject to the exercise of such option. If such option is exercised and the Company does not enter into an additional forward transaction for the full number of shares subject to such option, the Company has agreed to issue and sell directly to the Underwriter the number of shares of common stock that are subject to the exercise of such option and are not covered by an additional forward transaction. In connection with the Forward Sale Agreement, the Forward Seller borrowed from third parties and sold to the Underwriter in the offering 1,744,549 shares of common stock as described above.

We will receive an amount equal to the net proceeds from the sale of the borrowed shares of our common stock sold in the offering, subject to certain adjustments pursuant to the Forward Sale Agreement, from the Forward Purchaser upon physical settlement of the Forward Sale Agreement. We will only receive such proceeds if we elect to physically settle the Forward Sale Agreement. We intend to use the net proceeds received upon physical settlement of the forward sale transaction (and from the sale of any shares of common stock sold by us to the Underwriter in connection with the Underwriter’s exercise of its option to purchase Option Shares) for general corporate purposes, including to fund the acquisition of MoGas Pipeline Company LLC and related businesses.

The Forward Sale Agreement provide for settlement on a settlement date or dates to be specified at our discretion, but which must occur on or prior to December 28, 2023. On a settlement date or dates, if we decide to physically settle the Forward Sale Agreement, we will deliver shares of our common stock to the Forward Purchaser or its affiliate at the then-applicable forward sale price. The forward sale price initially is $63.60 per share. The Forward Sale Agreement provide that the initial forward sale price will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding rate less a spread, and will be subject to decrease on each of certain dates specified in the Forward Sale Agreement by amounts related to expected dividends on shares of our common stock during the term of the Forward Sale Agreement. The forward sale price will also be subject to decrease if the cost to the Forward Purchaser or its affiliate of borrowing a number of shares of our common stock underlying the Forward Sale Agreement exceeds a specified amount. If the overnight bank funding rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the forward sale price.

The Terms Agreement and Forward Sale Agreement were entered into pursuant to the equity distribution agreement, dated as of February 6, 2019, as modified by a letter agreement dated May 14, 2019, between the Company and each of (i) RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agents, Principals or Forward Sellers, and (ii) Royal Bank of Canada and Bank of America, N.A., as Forward Purchasers, as further modified by a letter agreement dated May 9, 2022 between the Company and each of (A) such Managers, Forward Sellers and Forward Purchasers, (B) Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as an additional Manager or Forward Seller, and (C) Morgan Stanley & Co. LLC and The Toronto-Dominion Bank, as an additional Forward Purchaser (the “Equity Distribution Agreement”).

The terms and conditions of the Equity Distribution Agreement, which was filed as Exhibit 1.1 to the Current Reports on Form 8-K filed with the SEC on February 6, 2019, May 14, 2019 and May 10, 2022, are incorporated herein by reference. The foregoing descriptions of the Terms Agreement and the Forward Sale Agreement do not purport to be complete and are qualified in their entirety by reference to the Terms Agreement and the Forward Sale Agreement, which are filed as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock under the Equity Distribution Agreement nor shall there be any sale of such shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cautionary Note Concerning Factors That May Affect Future Results

This Current Report on Form 8-K includes forward-looking statements. The Company based these forward-looking statements on its current expectations about future events in light of its knowledge of facts as of the date of this Current Report on Form 8-K and its assumptions about future circumstances. Investors are cautioned that any such forward-looking statements are subject to risks and uncertainties and that actual results may differ materially from those projected in the forward-looking statements. The Company assumes no obligation to update any such forward-looking statement. Prospective investors should also review the risks and uncertainties included in the Company’s Current Report on Form 8-K filed June 6, 2023, the Company’s most recent Annual Report on Form 10-K and the Company’s subsequent Quarterly Reports on Form 10-Q and other Current Reports on 8-K filed with the SEC, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the risks described therein from time to time. Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, the Company expressly disclaims any obligation to disseminate, after the date herein, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
1.1	Terms Agreement, dated as of June 13, 2023, between Spire Inc. and Morgan Stanley & Co. LLC, as Underwriter, Forward Purchaser and Forward Seller
1.2	Forward Confirmation, dated as of June 13, 2023, between Spire Inc. and Morgan Stanley & Co. LLC, as Forward Purchaser
5.1	Opinion of Mark C. Darrell, Esq.
23.1	Consent of Mark C. Darrell, Esq. (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Spire Inc.
Date: June 16, 2023	By:	/s/ Adam W. Woodard
		Adam W. Woodard
		Vice President, Treasurer

EX-1.1

Exhibit 1.1

SPIRE INC.

Common Stock, Par Value $1.00 Per Share

TERMS AGREEMENT

June 13, 2023

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

As Underwriter, Forward Purchaser and Forward Seller

Ladies and Gentlemen:

Spire Inc., a Missouri corporation (the “Company”), confirms its agreement with Morgan Stanley & Co. LLC (the “Designated Manager”), as the Underwriter, the Forward Purchaser and the Forward Seller (in each case as defined below), subject to the terms and conditions stated herein and in the Equity Distribution Agreement dated February 6, 2019, as modified by a letter agreement dated May 14, 2019, between the Company, and each of (a) RBC Capital Markets, LLC and BofA Securities, Inc. as a Manager or Forward Seller, and (b) Royal Bank of Canada and Bank of America, N.A., as a Forward Purchaser, as further modified by a letter agreement dated May 9, 2022 between the Company and each of (i) such Managers, Forward Sellers and Forward Purchasers, (ii) the Designated Manager and TD Securities (USA) LLC, as an additional Manager or Forward Seller, and (iii) Morgan Stanley & Co. LLC and The Toronto-Dominion Bank, as an additional Forward Purchaser (as so modified, the “Equity Distribution Agreement”), with respect to, subject to Section 8 hereof, (A) the sale by the Designated Manager (in such capacity, the “Forward Seller”) of 1,744,549 shares of Common Stock (the “Initial Hedge Shares”), (B) the purchase by the Designated Manager (in such capacity, the “Underwriter”) of the Initial Hedge Shares and (C) the grant to the Underwriter of the option pursuant to Section 2 hereof to purchase all or any part of 261,682 additional shares of Common Stock (the “Option Shares”).

As used herein, the following terms shall have the following meanings:

“Company Shares” means the Top-Up Initial Company Shares and the Option Company Shares;

“Forward” means the Initial Forward or any Option Forward;

“Hedge Shares” means the Initial Hedge Shares and the Option Hedge Shares;

“Initial Forward” means the letter agreement, dated the date hereof, between the Company and the Designated Manager (in such capacity, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such agreement), of a number of shares of Common Stock equal to the number of Initial Hedge Shares sold by the Forward Seller to the Underwriter pursuant to this Agreement;

“Initial Shares” means the Initial Hedge Shares and the Top-Up Initial Company Shares;

“Option Company Shares” means any Option Shares sold to the Underwriter by the Company pursuant to Section 2(b) hereof upon exercise of the option pursuant thereto and any Top-Up Option Company Shares;

“Option Hedge Shares” means any Option Shares sold to the Underwriter by the Forward Seller pursuant to Section 2(a) hereof upon exercise of the option pursuant thereto;

“Option Forward” has the meaning in Section 2(a) hereof;

“Shares” means the Hedge Shares and the Company Shares;

“Time of Sale” means the initial time of confirmation of sales of the Shares, as conveyed to the Company by or on behalf of the Underwriter, or such other time as agreed by the Company and the Underwriter.

“Top-Up Initial Company Shares” has the meaning in Section 8 hereof; and

“Top-Up Option Company Shares” has the meaning in Section 8 hereof.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. For purposes of this Agreement, any references herein to (a) this “Agreement” means this Terms Agreement and includes each of the provisions of the Equity Distribution Agreement not specifically relating to the solicitation by the Managers thereunder, in their capacities as sales agents, of offers to purchase shares of Common Stock, which shall be incorporated herein and deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein, (b) the words “herein,” “hereof” and “hereunder” refer to this Agreement, (c) each of the terms “Forward,” “Hedge Shares,” “Shares” and “Time of Sale” as used in the Equity Distribution Agreement have the same meanings as herein and (d) the term “Confirmation Shares” as used in the Equity Distribution Agreement means the number of shares of Common Stock as may be sold in accordance with this Agreement in settlement of all or any portion of the Company’s obligations under any Forward.

The Company understands that the Underwriter proposes to make a public offering of the Shares on the terms herein as soon as the Underwriter deems advisable after this Agreement has been executed and delivered.

1. On the basis of the representations and warranties and subject to the terms and conditions herein, the Forward Seller, in the case of the Initial Hedge Shares, and the Company, in the case of the Top-Up Initial Company Shares, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from, in the case of the Initial Hedge Shares, the Forward Seller and, in the case of the Top-Up Initial Company Shares, the Company, the Initial Shares at a purchase price of $63.60 per share (the “Initial Purchase Price”).

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2. In addition, on the basis of the representations and warranties and subject to the terms and conditions herein, the Underwriter shall have the option to purchase pursuant to clause (a) or (b) below, as applicable, all or any portion of the Option Shares at a purchase price per share equal to the Initial Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable per share on the Initial Shares but not payable on the Option Shares (the “Option Purchase Price”). The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Underwriter to the Company and the Forward Seller setting forth the number of the Option Shares as to which the Underwriter is then exercising such option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Underwriter, but shall not be later than seven full business days after the exercise of such option, nor in any event prior to the Initial Closing Date (as defined in Section 3 hereof).

Following the delivery of any such notice:

(a) the Company agrees that it will use its commercially reasonable best efforts to, within one Business Day after such notice is given, execute and deliver to the Forward Seller an additional letter agreement between the Company and the Forward Purchaser (an “Option Forward”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such agreement), of a number of shares of Common Stock equal to the aggregate number of the Option Shares being purchased by the Underwriter from the Forward Seller pursuant to the exercise of such option, on terms substantially similar to the Initial Forward, mutatis mutandis, as agreed by the parties; upon the Company’s execution and delivery to the Forward Purchaser of such Option Forward, the Forward Purchaser shall promptly execute and deliver such Option Forward to the Company, and upon such execution and delivery to the Company, on the basis of the representations and warranties and subject to the terms and conditions herein, the Forward Seller (or, in the case of any Top-Up Option Company Shares, the Company), severally and not jointly, hereby agrees to sell to the Underwriter such number of Option Shares at the Option Purchase Price; and

(b) If the Company does not timely execute and deliver any such Option Forward pursuant to clause (a) above, then, on the basis of the representations and warranties and subject to the terms and conditions herein, the Company agrees to sell to the Underwriter the aggregate number of Option Shares with respect to which the option is being exercised at the Option Purchase Price.

3. The Shares to be purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least 48 hours’ prior notice to the Forward Seller or the Company, as the case may be, shall be delivered by or on behalf of the Forward Seller or the Company, as the case may be, to the Underwriter, including, at its option, through the facilities of DTC for the account of the

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Underwriter, against payment by or on behalf of the Underwriter of the Initial Purchase Price or the Option Purchase Price, as the case may be, by wire transfer of Federal (same-day) funds to the account specified to the Underwriter by the Forward Seller, in the case of the Hedge Shares, or the Company, in the case of the Company Shares, in either case, upon at least 48 hours’ prior notice. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on, in the case of the Initial Shares, the second (or third, if the determination of the Initial Purchase Price occurs after 4:00 p.m., New York City time) Trading Day after the date hereof (unless another time and date shall be agreed to by the Underwriter, the Forward Seller or the Company, as applicable) (such time and date, the “Initial Closing Date”) and, in the case of any Option Shares, on the Option Closing Date therefor, in each case at the office of Bracewell LLP, counsel for the Underwriter, 31 West 52nd Street, Suite 1900, New York, New York 10019.

4. If (a) any of the representations and warranties of the Company herein or in any certificate delivered by the Company pursuant hereto are not true and correct as of the Initial Closing Date or any Option Closing Date, as the case may be, as if made as of the Initial Closing Date or such Option Closing Date, (b) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to the Initial Closing Date or such Option Closing Date, (c) any of the conditions herein have not been satisfied on or prior to the Initial Closing Date or such Option Closing Date, (d) this Agreement shall have been terminated pursuant to Section 9 hereof on or prior to the Initial Closing Date or such Option Closing Date or the Initial Closing Date or such Option Closing Date shall not have occurred, (e) any of the conditions in Section 7(a) of the Initial Forward (or the equivalent section of any Option Forward) shall not have been satisfied on or prior to the Initial Closing Date or such Option Closing Date or (f) any of the representations and warranties of the Company in any Forward are not true and correct as of the Initial Closing Date or such Option Closing Date as if made as of the Initial Closing Date or such Option Closing Date (such clauses (a) through (f), collectively, the “Conditions”), then the Forward Seller, in its sole discretion, may elect not to (or in the case of such clause (d), will not) borrow and deliver for sale to the Underwriter the Hedge Shares otherwise deliverable on the Initial Closing Date or such Option Closing Date. In addition, in the event the Forward Seller determines in good faith and a commercially reasonable manner that (i) in connection with establishing its commercially reasonable hedge position, the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of the Hedge Shares to be sold by it hereunder or (B) it would be impracticable for the Forward Seller to do so or it would incur a stock loan cost of more than 25 basis points per annum with respect to all or any portion of such Hedge Shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriter at the Initial Closing Date or such Option Closing Date, as the case may be, the aggregate number of shares of Common Stock that the Forward Seller or its affiliates is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost.

If the Forward Seller elects, pursuant to the immediately preceding paragraph not to borrow and deliver for sale to the Underwriter at the Initial Closing Date or any Option Closing Date, as the case may be, the total number of the Hedge Shares to be sold by it hereunder, the Forward Seller will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the Business Day prior to the Initial Closing Date or such Option Closing Date. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver any of the Company Shares prior to the Business Day following notice to the Company of the relevant number of Shares so deliverable in accordance with this paragraph.

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5. Each of the representations, warranties and agreements in the Equity Distribution Agreement shall be deemed to have been made as of the date of this Agreement, the Time of Sale, the Initial Closing Date and any Option Closing Date, except that each representation and warranty in Section 2 of the Equity Distribution Agreement that makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus and also a representation and warranty as of the date of this Agreement, the Time of Sale, the Initial Closing Date and any Option Closing Date in relation to the Prospectus as then amended and supplemented (including any amendment or supplement contemplated by Section 7 hereof).

6. The obligations of the Underwriter, the Forward Purchaser and the Forward Seller hereunder are subject to the accuracy of the representations and warranties of the Company in this Agreement, or in certificates signed by any officer of the Company or any subsidiary of the Company (whether signed on behalf of such officer, the Company or such subsidiary) delivered to the Underwriter or its counsel, to the performance by the Company of its covenants and other obligations hereunder and to the following further conditions, in each case on and as of the date hereof, the Initial Closing Date and each Option Closing Date:

(a) Prior to the date of this Agreement, the Underwriter shall have received an agreement substantially in the form of Exhibit A hereto signed by each of the persons listed in Exhibit B hereto.

(b) During the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement (the “Lock-Up Period”), the Company will not, without the prior written consent of the Underwriter, directly or indirectly:

(i) issue, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock of the Company;

(ii) file or cause the filing of any registration statement under the Securities Act with respect to any Common Stock or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock of the Company; or

(iii) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock,

whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Stock, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing.

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Notwithstanding the provisions in the immediately preceding paragraph, the Company may, without the prior written consent of the Underwriter:

(A) issue Shares to the Underwriter pursuant to this Agreement, or issue shares of Common Stock to the Forward Purchaser under the Initial Forward or any Option Forward;

(B) issue shares, and options to purchase shares, of Common Stock and restricted stock units pursuant to stock option plans, stock purchase or other equity incentive plans or any dividend reinvestment plan described in the Prospectus, as amended or supplemented, as those plans are in effect on the date of this Agreement and file or cause the filing of any registration statement under the Securities Act with respect to such plans; and

(C) issue shares of Common Stock upon the exercise of stock options issued under stock option or other equity incentive plans referred to in clause (ii) above, as those plans are in effect on the date of this Agreement,

provided, however, that in the case of any issuance described in clause (C) above, it shall be a condition to the issuance that each recipient executes and delivers to the Underwriter, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit A to this Agreement and otherwise satisfactory in form and substance to the Underwriter.

(c) At the time of the execution of this Agreement, the Designated Manager shall have received the letter of the Accountants dated the date of this Agreement and in form and substance satisfactory to the Designated Manager and addressed to each of the Underwriter, the Forward Purchaser and the Forward Seller, confirming that the Accountants are independent public accountants within the meaning of the Securities Act with respect to the Company and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission and containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and certain financial information included in the Registration Statement and the Prospectus and any amendments or supplements thereto.

(d) At each of the Initial Closing Date and any Option Closing Date, the following documents shall be delivered to the Designated Manager shall have received the following documents:

(i) the letter of Accountants dated the Initial Closing Date or such Option Closing Date, as the case may be, and in form and substance satisfactory to the Designated Manager and addressed to each of the Underwriter, the Forward Purchaser and the Forward Seller, to the effect that the Accountants reaffirm the statements made in their letter furnished pursuant to Section 6(c) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Initial Closing Date or such Option Closing Date, as the case may be;

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(ii) the certificate referred to in Section 4(n) of the Equity Distribution Agreement dated the Initial Closing Date or such Option Closing Date, as the case may be (except that references to Section 6(g) therein shall be to Section 6(c));

(iii) the legal letters referred to in clauses (i) and (ii) of Section 4(o) of the Equity Distribution Agreement dated the Initial Closing Date or such Option Closing Date, as the case may be (except that (A) references to Sections 6(c) and 6(d) therein shall be to Sections 6(d) and 6(e), respectively, (B) references to “the Prospectus, as of the date hereof” in paragraph (b) of Exhibits B and C to the Equity Distribution Agreement shall mean the Prospectus as amended and supplemented as of each of the Time of Sale and the date of such letters, and (C) the law firm referenced in such clause (i) shall be Paul, Weiss, Rifkind, Wharton & Garrison LLP );

(iv) the legal letter referred to in Section 4(p) of the Equity Distribution Agreement dated the Initial Closing Date or such Option Closing Date, as the case may be (except that the law firm referenced therein shall be Bracewell LLP); and

(v) such other documents as the Underwriter or its counsel shall reasonably request.

(e) The Initial Forward shall be in full force and effect at the Initial Closing Date, and any Option Forward shall be in full force and effect at the related Option Closing Date.

(f) The Company Shares, if any, to be delivered on the Initial Closing Date or any Option Closing Date, and the maximum number of shares of Common Stock issuable and deliverable to the Forward Purchaser in the aggregate pursuant to the Initial Forward or any Option Forward, as applicable, whether pursuant to Physical Settlement, Net Share Settlement, as a result of an Acceleration Event (as such terms are defined in the Initial Forward or such Option Forward, as applicable) or otherwise, in each case, shall have been approved for listing on the NYSE, subject only to official notice of issuance.

7. The Company will file (a) a preliminary form of pricing supplement to the Prospectus used in connection with the offering of the Shares, as amended and supplemented immediately prior to the Time of Sale, including by a Free Issuer Writing Prospectus, if any, in each case in the form heretofore delivered to the Designated Manager, and (b) a final form of such pricing supplement to the Prospectus, as then amended and supplemented, in the form first used by the Company in connection with the confirmation of sales of the Shares, in each case with the Commission in accordance with the Equity Distribution Agreement.

8. In the event that the Forward Seller elects not to borrow Shares pursuant to Section 4 hereof, or the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of shares of Common Stock equal to the number of Initial Hedge Shares or Option Hedge Shares, as applicable, to be sold by it to the Underwriter on the Initial Closing Date or any Option

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Closing Date, as applicable, and deliverable by the Forward Seller hereunder, or the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that the Forward Seller would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so, then, upon notice by the Forward Seller to the Company (which notice shall be delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding the Initial Closing Date or such Option Closing Date, as the case may be), the Company shall issue and sell to the Underwriter, pursuant to Section 1 or 2 hereof, in whole but not in part, an aggregate number of shares of Common Stock equal to the number of Initial Hedge Shares or Option Hedge Shares, as applicable, deliverable by the Forward Seller hereunder that the Forward Seller does not so deliver and sell to the Underwriter. In connection with any such issuance and sale by the Company, the Company or the Underwriter shall have the right to postpone the Initial Closing Date or such Option Closing Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Any shares of Common Stock sold by the Company to the Underwriter pursuant to this Section 8 in lieu of any Initial Hedge Shares are referred to herein as the “Top-Up Initial Company Shares.” Any shares of Common Stock sold by the Company to the Underwriter pursuant to this Section 8 in lieu of any Option Hedge Shares in respect of which an Option Forward has been executed are referred to herein as the “Top-Up Option Company Shares.”

Neither the Forward Purchaser nor the Forward Seller shall have any liability whatsoever for any Initial Hedge Shares or Option Hedge Shares that the Forward Seller does not deliver and sell to the Underwriter or any other party if (i) all of the Conditions with respect to the Forward Purchaser and the Forward Seller are not satisfied on or prior to the Initial Closing Date or any Option Closing Date or any additional time of purchase (in respect of any Option Hedge Shares in respect of which an Option Forward has been executed), as applicable, and the Forward Seller, elects pursuant to Section 4 hereof not to deliver and sell to the Underwriter the Initial Hedge Shares or the Option Hedge Shares, as applicable, deliverable by the Forward Seller hereunder, or (ii) the Forward Seller determines in good faith, in its commercially reasonable judgment, it is unable to borrow and cause delivery for sale under this Agreement on the Initial Closing Date or such Option Closing Date, as applicable, a number of shares of Common Stock equal to the number of the Initial Hedge Shares or the Option Hedge Shares, as applicable, deliverable by the Forward Seller hereunder or (iii) the Forward Seller determines in good faith, in its commercially reasonable judgment, it is either impracticable to do so or that the Forward Seller would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so, it being understood that the foregoing exclusion of liability shall not apply in the case of fraud or any intentional misconduct.

9. This Agreement shall be subject to termination in the absolute discretion of the Underwriter, without liability on the part of the Underwriter, the Forward Seller or the Forward Purchaser to the Company, by notice to the Company, the Forward Seller and the Forward Purchaser, if, prior to the Initial Closing Date, (a) there shall have occurred any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business, prospects, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, the effect of which, in the sole judgment of the Underwriter, is so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement and the Prospectus, in each case as amended and supplemented at the time of the execution of this Agreement, (b) there shall have occurred any downgrading in the

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rating of any debt securities or preferred stock of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (c) trading in the Company’s common stock or outstanding depositary shares shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE or the Nasdaq Stock Market shall have been suspended or materially limited, (d) a general moratorium on commercial banking activities in New York or Florida shall have been declared by either federal or state authorities, (e) the Company or any of its subsidiaries shall have sustained a substantial loss by fire, flood, accident or other calamity that renders it impracticable, in the reasonable judgment of the Underwriter, to consummate the sale of the Shares and the delivery of the Shares by the Underwriter at the initial public offering price or (f) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Underwriter, impracticable or inadvisable to commence or continue the offering as contemplated by the Registration Statement and the Prospectus, in each case as amended and supplemented at the time of the execution of this Agreement. Notice of such termination may be given to the Company, the Forward Seller and the Forward Purchaser by telegram, telecopy, electronic transmission or telephone and shall be subsequently confirmed by letter.

10. Notwithstanding any provision of this Agreement or any other terms agreement to the contrary, the Company consents to the Designated Manager trading in Common Stock for the Designated Manager’s own account and for the account of its clients at the same time as sales of the Shares occur pursuant to this Agreement.

11. This Agreement, including those provisions of the Equity Distribution Agreement incorporated herein, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the Company, the Underwriter, the Forward Purchaser and the Forward Seller with regard to the subject matter hereof. Such provisions of the Equity Distribution Agreement shall be deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein. This Agreement may be signed by the parties in one or more counterparts, which together shall constitute one and the same agreement among the parties.

[Signature Pages Immediately Follow]

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Agreement, including those provisions of the Equity Distribution Agreement incorporated herein, shall constitute a binding agreement among the Company, the Underwriter, the Forward Purchaser and the Forward Seller.

Very truly yours, SPIRE INC.
By:	/s/ Adam Woodard
Name:	Adam Woodard
Title:	Vice President, Treasurer

MORGAN STANLEY & CO. LLC, in its capacity as Forward Seller
By:	/s/ Mauricio Dominguez
Name:	Mauricio Dominguez
Title:	Vice President

MORGAN STANLEY & CO. LLC, in its capacity as Forward Purchaser, solely as the recipient or beneficiary of certain representations, warranties and agreements in this Terms Agreement
By:	/s/ Scott Pecullan
Name:	Scott Pecullan
Title:	Managing Director

Signature Page to Terms Agreement

ACCEPTED as of the date first above written

MORGAN STANLEY & CO. LLC, in its capacity as Underwriter
By:	/s/ Mauricio Dominguez
	Name: Mauricio Dominguez
	Title: Vice President

Signature Page to Terms Agreement

EXHIBIT A

FORM OF LOCK-UP AGREEMENT

SPIRE INC.

Public Offering of Common Stock

Dated as of June __, 2023

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

The undersigned, a shareholder of Spire Inc., a Missouri corporation (the “Company”), understands that Morgan Stanley & Co. LLC (the “Underwriter”) proposes to enter into a Terms Agreement (the “Terms Agreement”) with the Company relating to a proposed public offering of common stock (the “Common Stock”) of the Company.

In order to induce you to enter into the Terms Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder or an officer or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date of the Terms Agreement through and including the date that is the 45th day after the date of the Terms Agreement (such period, the “Lock-Up Period”), the undersigned will not, without your prior written consent, directly or indirectly:

(i) offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of the Company’s Common Stock or preferred stock or other capital stock (collectively, “capital stock”) or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition; or

(ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock,

whether any transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing.

Notwithstanding the provisions in the immediately preceding paragraph, the undersigned may, without your prior written consent, transfer any Common Stock or other capital stock or any securities convertible into or exchangeable or exercisable for Common Stock or other capital stock:

(1) if the undersigned is a natural person, as a bona fide gift or gifts or by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, or as a bona fide gift or gifts to a charity or educational institution;

(2) if the undersigned is a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company if, in any such case, such transfer is not for value;

(3) under a plan established under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof;

(4) if the undersigned receives shares of Common Stock pursuant to an equity award granted under any compensatory plan of the Company, such transfer is made to satisfy tax withholding obligations of the undersigned related to such award; and

(5) acquired by the undersigned in the open market after the closing of the offering of the Common Stock.

provided, however, that in the case of any transfer described in clause (1) or (2) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to you, not later than one business day prior to the date of such transfer, a written agreement, in substantially the form of this agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to you, (B) in the case of a transfer pursuant to clause (1) above, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock by the undersigned during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is not a transfer for value and that such transfer is being made as a gift, by will or intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, as the case may be, (C) in the case of a transfer pursuant to clause (2) above, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock shall be required to be made during the Lock-Up Period and (D) in the case of a transfer pursuant to clause (1) or (2) above, no voluntary filing with the Securities and Exchange Commission or other public report, filing or announcement shall be made in respect of such transfer during this Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption not more remote than the first cousin.

A-2

Prior to engaging in any transaction or taking any other action that is subject to the restrictions imposed by this agreement at any time during the period from and including the date of this agreement through and including the 34th day following the last day of the Lock-Up Period (prior to giving effect to any extension of the Lock-Up Period as provided above), the undersigned will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as the same may have been extended as provided above) has expired.

The undersigned further agrees that (i) he or she will not, during the Lock-Up Period, make any demand for or exercise any right with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of any shares of Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock and (ii) the Company may, with respect to any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock owned or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period.

The undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to any agreement, instrument, understanding or otherwise, including any registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit and any tag-along rights, co-sale rights or other rights to have any securities (debt or equity) included in the offering contemplated by this agreement or sold in connection with the sale of Common Stock pursuant to the Terms Agreement, provided that such waiver shall apply only to the public offering of Common Stock pursuant to the Terms Agreement and each registration statement filed under the Securities Act in connection therewith.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this agreement and that this agreement has been duly authorized (if applicable), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned. This agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

If the Terms Agreement is not executed by the parties thereto prior to October 31, 2023, this agreement shall automatically terminate and become null and void.

The undersigned acknowledges and agrees that whether or not any public offering of Common Stock actually occurs depends on a number of factors, including market conditions.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature Page Immediately Follows]

A-3

IN WITNESS WHEREOF, the undersigned has executed and delivered this agreement as of the date first set forth above.

Yours very truly,

Print Name

Signature Page to Lock-Up Agreement

EXHIBIT B

LIST OF PERSONS SUBJECT TO LOCK-UP

• Suzanne Sitherwood

• Mark A Borer

• Maria V. Fogarty

• Edward L. Glotzbach

• Carrie Hightman

• Rob L. Jones

• Brenda D. Newberry

• Stephen S. Schwartz

• John P. Stupp Jr.

• Steven P. Rasche

• Steven L. Lindsay

• Mark C. Darrell

• Michael C. Geiselhart

EX-1.2

Exhibit 1.2

CONFIRMATION

Date: June 13, 2023

To: Spire Inc.

700 Market Street

St. Louis, Missouri 63101

From: Morgan Stanley & Co. LLC

1585 Broadway, 6^th Floor

New York, NY 10036

Re: Registered Forward Transaction

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Spire Inc., a Missouri corporation (“Counterparty”), on the Trade Date specified below (the “Transaction”) in accordance with and subject to the terms of the Equity Distribution Agreement dated as of February 6, 2019 between Counterparty and each of (i) RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC and Morgan Stanley & Co. LLC, as Agents, Principals or Forward Sellers, and/or (ii) Royal Bank of Canada, Bank of America, N.A., The Toronto-Dominion Bank and Morgan Stanley & Co. LLC, as Forward Purchasers (as amended from time to time, the “Sales Agreement”).

This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below. This letter agreement shall be a “Confirmation” for purposes of the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

1. This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). In the event of any inconsistency between the provisions of the Agreement, this Confirmation and the Equity Definitions, the following will prevail for the purposes of the Transaction in the order of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions; and (iii) the Agreement. The parties hereby agree that, other than the Transaction to which this Confirmation relates, no Transaction shall be governed by the Agreement. For purposes of the Equity Definitions, this Transaction is a Share Forward Transaction.

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2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:	June 13, 2023
Effective Date:	June 16, 2023
Seller:	Counterparty
Buyer:	Dealer
Shares:	The common stock of Counterparty, USD par value $1.00 per share (Ticker Symbol: “SR”)
Number of Shares:	Until the first Settlement Date, the Initial Number of Shares; provided that, on each Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares settled on such date (in the case of Physical Settlement) or the number of Settlement Shares for the applicable Settlement (in the case of Cash Settlement or Net Share Settlement).
Initial Number of Shares:	1,744,549 Shares.
Initial Forward Price:	$63.60 per Share.
Forward Price:	(a)   On the Effective Date, the Initial Forward Price; and
	(b)   on each calendar day thereafter, (i) the Forward Price as of the immediately preceding calendar day multiplied by (ii) the sum of 1 and the Daily Rate for such day; provided that, on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.
	Notwithstanding the foregoing, to the extent Counterparty delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith and its commercially reasonable discretion, that such an adjustment is practicable and appropriate to preserve the economic intent of the parties (taking into account Dealer’s commercially reasonable Hedge Positions in respect of the Transaction).

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Daily Rate:	For any day, a rate (which may be positive or negative) equal to (i) (a) Overnight Bank Rate (or if the Overnight Bank Rate is no longer available, a successor rate selected by the Calculation Agent in its commercially reasonable discretion) for such day minus (b) the Spread divided by (ii) 365.
Overnight Bank Rate:	For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate,” as such rate is displayed on Bloomberg Screen “OBFR01 <Index> <GO>” or any successor page; provided that, if no rate appears for a particular day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.
Spread:	0.75%
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Forward Price Reduction Dates:	As set forth on Schedule I
Forward Price Reduction Amounts:	For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.
Exchange:	New York Stock Exchange
Related Exchange(s):	All Exchanges
Clearance System:	The Depository Trust Company
Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing the first sentence in its entirety with the following: “‘Market Disruption Event’ means in respect of a Share or an Index, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption, (iii) an Early Closure or (iv) a Regulatory Disruption, in each case that the Calculation Agent determines is material.”
Early Closure:	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

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Regulatory Disruption:	Any event that Dealer, based on the advice of counsel, determines makes it reasonably necessary or appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures that generally apply to transactions of a nature and kind similar to the Transaction for Dealer to refrain from or decrease any market activity in connection with the Transaction.
Settlement:
Settlement Currency:	USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent).
Settlement Date:	Any Scheduled Trading Day following the Effective Date and up to and including the Final Date that is either:
	(a)   designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date (which may be the Final Date) if Physical Settlement applies, and (ii) 75 Scheduled Trading Days prior to such Settlement Date if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b)   designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below; provided that the Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

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Final Date:	December 28, 2023
Settlement Shares:	(a)   With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 10,000 and the Number of Shares at that time; and (b)   with respect to the Settlement Date on the Final Date, a number of Shares equal to the Number of Shares at that time; in each case with the Number of Shares determined taking into account pending Settlement Shares.
Settlement Method Election:	Physical Settlement, Cash Settlement, or Net Share Settlement, at the election of Counterparty as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which a Settlement Notice has specified Cash Settlement or Net Share Settlement but Dealer is unable, in good faith and in its commercially reasonable discretion, to unwind its hedge by the end of the Unwind Period (taking into account any restrictions on Dealer resulting from any Overlap Unwind Period (as defined below)) (A) in a manner that, in the reasonable discretion of Dealer, based on advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (B) due to the occurrence of Disrupted Days or to the lack of sufficient liquidity in the Shares (as determined in the reasonable discretion of Dealer) on any Exchange Business Day during the Unwind Period, (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Paragraph 7(g) below) and (iv) if the Final Date is a Settlement Date other than as the result of a valid Settlement Notice, in respect of such Settlement Date; provided further that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Counterparty at least two Scheduled Trading Days prior to the applicable Settlement Date.

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Settlement Notice Requirements:	Each Settlement Notice delivered hereunder with respect to a settlement of a Transaction shall specify the Settlement Date and Settlement Shares for such settlement, provided that notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, in the form set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below.
Physical Settlement:	If Physical Settlement is applicable, then on the relevant Settlement Date Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount equal to the Physical Settlement Amount for such Settlement Date. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.
Physical Settlement Amount:	For any Settlement Date for which Physical Settlement is applicable, an amount in cash equal to the product of (a) the Forward Price in effect on such Settlement Date multiplied by (b) the Settlement Shares for such Settlement Date.
Cash Settlement:	On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount is a positive number, Dealer will pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is a negative number, Counterparty will pay the absolute value of the Cash Settlement Amount to Dealer. Such amounts shall be paid on such Settlement Date by wire transfer of immediately available funds.

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Cash Settlement Amount:	An amount determined by the Calculation Agent equal to:
	(a)   (i)(A) the weighted average (weighted on the same basis as clause (B)) of the Forward Prices on each day during the applicable Unwind Period (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during such Unwind Period, which is accounted for in clause (b) below), minus USD 0.02, minus (B) the weighted average price (the “Unwind Purchase Price”) at which Dealer purchases Shares during the Unwind Period to unwind its hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period (including, for the avoidance of doubt, purchases on any Disrupted Day in part), taking into account Shares anticipated to be delivered or received if Net Share Settlement applies and the undertaking of Dealer set forth in Section 7(d)(v) hereof, multiplied by (ii) the Settlement Shares for the relevant Settlement Date; minus (b)   the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period and (ii) the number of Settlement Shares for such Settlement Date with respect to which Dealer has not unwound its hedge, including the settlement of such unwinds, as of such Forward Price Reduction Date.
Net Share Settlement:	On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.
Net Share Settlement Shares:	With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number.
Unwind Period:	The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the second Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below.

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Failure to Deliver:	Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable.
Share Cap:	Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) 1.5 times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date.
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clause (iii) thereof. For the avoidance of doubt, the declaration or payment of a cash dividend will not constitute a Potential Adjustment Event.
Additional Adjustment:	If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 15 consecutive day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period.
Extraordinary Events:
Extraordinary Events:	In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change in Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Section 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by deleting “10%” and inserting “15%” in lieu thereof.

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Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable
Transfer:	Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under this Transaction, in whole or in part, to any affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s ultimate parent entity, without the consent of Counterparty; provided that, at all times, any transferee or assignee or other recipient of rights, title and interest, powers, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement.
3. Calculation Agent:	Dealer, whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such failure continues for five (5) Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Following any determination or calculation by the Calculation Agent hereunder, upon a request by Counterparty, the Calculation Agent shall promptly (but in any event within three Scheduled Trading Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models or other proprietary or confidential information used by it for such determination or calculation.

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4.  Account Details:
(a) Account for delivery of Shares to Dealer:	To be furnished
(b) Account for delivery of Shares to Counterparty:	To be furnished
(c) Account for payments to Counterparty:	To be furnished
(d) Account for payments to Dealer:	To be furnished

5. Offices:

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party

The Office of Dealer for the Transaction is: New York

6. Notices: For purposes of this Confirmation:

(a) Address for notices or communications to Counterparty:

Spire Inc.

700 Market Street

St. Louis, Missouri 63101

Attention: Adam Woodard

Telephone: (314) 342-0506

Facsimile: (314) 349-2489

Email: Adam.Woodard@spireenergy.com

(b) Address for notices or communications to Dealer:

To:	Morgan Stanley & Co. LLC
	1585 Broadway, 6th Floor
	New York, NY 10036
Attn:	Scott Finz

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Telephone:	(212) 761-2790
Email:	Scott.Finz@morganstanley.com
With a copy to: Morgan Stanley & Co. LLC
	1221 Avenue of the Americas, 34th Floor
	New York, NY 10020
Attn:	Anthony Cicia
Telephone:	(212) 537-1630
Email:	Anthony.Cicia@morganstanley.com

7. Other Provisions:

(a) Conditions to Effectiveness. The effectiveness of this Transaction shall be subject to the satisfaction or waiver by Dealer of the following conditions:

(i) the representations and warranties of Counterparty in the Sales Agreement or any certificate delivered pursuant thereto shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Counterparty shall have performed all of the obligations required to be performed by it under the Sales Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth or referenced in Section 6 of the Sales Agreement;

(iv) the Sales Agreement shall be in effect; and

(v) neither of the following shall have occurred: (A) Dealer or its affiliates shall have been unable to borrow and deliver for sale a number of Shares equal to the Initial Number of Shares in respect of the Transaction; or (B) in Dealer’s commercially reasonable judgment, either it is impracticable to do so or Dealer would incur a stock loan cost of more than a rate equal to 25 basis points per annum to do so.

(b) Sales Agreement Representations, Warranties and Covenants. On the Trade Date, Counterparty hereby repeats and reaffirms as of such date all of the representations and warranties contained in the Sales Agreement. Counterparty hereby agrees to comply with its covenants contained in the Sales Agreement as if such covenants were made in favor of Dealer.

(c) Interpretive Letter. Counterparty agrees and acknowledges that this Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees to take all actions, and to omit to take any actions, reasonably requested by Dealer for this Transaction to comply with the Interpretive Letter. Without limiting the foregoing, Counterparty agrees that neither it nor any “affiliated purchaser” (as defined in Regulation M (“Regulation M”) under the Exchange Act) will, directly or indirectly, bid for, purchase or attempt to induce any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or exercisable for, Shares during any “restricted period” (as defined in Regulation M). In addition, Counterparty represents that it is eligible to conduct a primary offering of Shares on Form S-3, the offering contemplated by the Sales Agreement complies with Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and the Shares are “actively-traded securities” (as defined in Rule 101(c)(1) of Regulation M).

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(d) Agreements and Acknowledgments Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

(ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to this Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, any Shares (up to the Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with this Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Section 7(h) below, Counterparty agrees that any Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

(iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under this Transaction.

(iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under this Transaction.

(v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of this Transaction, Dealer shall use its reasonable efforts, based on the advice of counsel, to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act, as if such provisions were applicable to such purchases.

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(e) Additional Representations and Agreements of Counterparty. Counterparty represents, warrants and agrees as follows:

(i) Counterparty represents to Dealer on the Trade Date and on any date that Counterparty notifies Dealer that Cash Settlement or Net Share Settlement applies to this Transaction, that (A) Counterparty is not aware of any material nonpublic information regarding Counterparty or the Shares, (B) each of its filings under the Securities Act, the Exchange Act or other applicable securities laws that are required to be filed have been filed and that, as of the date of this representation, when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings), there is no misstatement of material fact contained therein or omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (C) Counterparty is not entering into this Confirmation nor making any election hereunder to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.

(ii) It is the intent of Dealer and Counterparty that following any election of Cash Settlement or Net Share Settlement by Counterparty, the purchase of Shares by Dealer during any Unwind Period comply with the requirements of Rule 10b5-l(c)(l)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-l(c). Counterparty acknowledges that (A) during any Unwind Period Counterparty shall not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (B) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Exchange Act, and Counterparty will act in good faith with respect to the Agreement and this Confirmation.

(iii) Counterparty shall, at least one day prior to the first day of any Unwind Period, notify Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Unwind Period and during the calendar week in which the first day of the Unwind Period occurs (“Rule 10b-18 purchase,” “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18).

(iv) During any Unwind Period, Counterparty shall (i) notify Dealer prior to the opening of trading in the Shares on any day on which Counterparty makes, or Counterparty reasonably expects in advance of the opening to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization relating to Counterparty (other than any such transaction in which the consideration consists solely of cash and there is no valuation period), (ii) promptly notify Dealer following any such announcement that such announcement has been made, and (iii) promptly deliver to Dealer following the making of any such announcement information indicating (A) Counterparty’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the three full calendar months

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preceding the date of the announcement of such transaction and (B) Counterparty’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three full calendar months preceding the date of the announcement of such transaction. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders.

(v) Neither Counterparty nor any of its affiliated purchasers (within the meaning of Rule 10b-18 under the Exchange Act) shall take or refrain from taking any action (including, without limitation, any direct purchases by Counterparty or any of its affiliates, or any purchases by a party to a derivative transaction with Counterparty or any of its affiliates), either under this Confirmation, under an agreement with another party or otherwise, that might reasonably be expected to cause any purchases of Shares by Dealer or any of its affiliates in connection with any Cash Settlement or Net Share Settlement of this Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 determined as if all such foregoing purchases were made by Counterparty.

(vi) Counterparty will not engage in any “distribution” (as defined in Regulation M), other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) or 102(b)(7) of Regulation M, that would cause a “restricted period” (as defined in Regulation M) to occur during any Unwind Period.

(vii) Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” (as defined in the Investment Company Act of 1940, as amended).

(viii) Counterparty is not insolvent, nor will Counterparty be rendered insolvent as a result of this Transaction or its performance of the terms hereof.

(ix) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of this Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

(x) Counterparty understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Dealer or any governmental agency.

(xi) To Counterparty’s actual knowledge, no federal, state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including, without limitation, a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares, other than Sections 13 and 16 under the Exchange Act.

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(xii) No filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance by Counterparty of this Confirmation and the consummation of this Transaction (including, without limitation, the issuance and delivery of Shares on any Settlement Date) except (i) such as have been obtained under the Securities Act and (ii) as may be required to be obtained under state securities laws.

(xiii) Counterparty (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into this Transaction; (B) has consulted with its own legal, financial, accounting and tax advisors, and is exercising its independent judgment in connection with this Transaction; and (C) is entering into this Transaction for a bona fide business purpose.

(xiv) Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (C) has total assets of at least USD 50 million as of the date hereof.

(xv) Counterparty will, by the next succeeding Scheduled Trading Day notify Dealer upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a Potential Event of Default or a Potential Adjustment Event.

(xvi) In addition to any other requirement set forth herein, Counterparty agrees not to designate, or to appropriately rescind or modify a prior designation of, any Settlement Date if it is notified by Dealer that, in the reasonable determination of Dealer, based on advice of counsel, such settlement or Dealer’s related market activity in respect of such date would result in a violation of any applicable federal or state law or regulation, including the U.S. federal securities laws.

(xvii) None of it or its affiliates have applied for or received a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (a) is established under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) would preclude or limit, as a condition to such Financial Assistance or otherwise, Counterparty’s ability to enter into, exercise its rights or perform its obligations under this Transaction (including in connection with any Cash Settlement or Net Share Settlement) or (ii) for which the terms of this Transaction would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance and it acknowledges that entering into this Transaction may limit its ability to receive any such Financial Assistance.

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(f) Acceleration Events. Each of the following events shall constitute an “Acceleration Event”:

(i) Stock Borrow Event. In the commercially reasonable judgment of Dealer (A) Dealer (or an affiliate of Dealer) is not able to hedge in a commercially reasonable manner its exposure under this Transaction because insufficient Shares are made available for borrowing by securities lenders or (B) Dealer (or an affiliate of Dealer) would incur a cost to borrow (or to maintain a borrow of) Shares to hedge in a commercially reasonable manner its exposure under this Transaction that is greater than a rate equal to 200 basis points per annum (each, a “Stock Borrow Event”);

(ii) Dividends and Other Distributions. On any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (A) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from, and including, any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this paragraph (ii) only) to, but excluding, the next subsequent Forward Price Reduction Date exceeds, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (B) any Extraordinary Dividend, (C) any share capital or other securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (D) any other type of securities (other than Shares), rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price, as determined in a commercially reasonable manner by Dealer; “Extraordinary Dividend” means any dividend or distribution (that is not an ordinary cash dividend) declared by the Issuer with respect to the Shares that, in the commercially reasonable determination of Dealer, is (1) a dividend or distribution declared on the Shares at a time at which the Issuer has not previously declared or paid dividends or distributions on such Shares for the prior four quarterly periods, (2) a payment or distribution by the Issuer to holders of Shares that the Issuer announces will be an “extraordinary” or “special” dividend or distribution or (3) any other “special” dividend or distribution on the Shares that is, by its terms or declared intent, outside the normal course of operations or normal dividend policies or practices of the Issuer;

(iii) ISDA Termination. Dealer has the right to designate an Early Termination Date pursuant to Section 6 of the Agreement, in which case, except as otherwise specified herein and except as a result of an Event of Default under Section 5(a)(i) of the Agreement, the provisions of Section 7(g) below shall apply in lieu of the consequences specified in Section 6 of the Agreement;

(iv) Other ISDA Events. The announcement of any event that, if consummated, would result in a Merger Event, Tender Offer, Nationalization, Insolvency or Delisting or the occurrence of any Hedging Disruption (with Dealer as the Hedging Party) or Change in Law; provided that, in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); provided further that (i) the definition of “Change in Law” provided in Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (A) replacing the phrase “the interpretation” in the third line thereof

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with the phrase “or announcement or statement of the formal or informal interpretation” and (B) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by Dealer on the Trade Date” and (ii) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (B) the promulgation of or any change in or announcement or statement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”) or any similar provision in any legislation enacted on or after the Trade Date; or

(v) Ownership Event. In the good faith judgment of Dealer, on any day, the Share Amount for such day exceeds the Post-Effective Limit for such day (if any applies) (each, an “Ownership Event”). For purposes of this clause (v), the “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation or regulatory order (other than any obligations under Section 13 of the Exchange Act and the rules and regulations thereunder) or Counterparty constituent document that for any reason is, or after the Trade Date becomes, applicable to ownership of Shares (“Applicable Provisions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Provisions, as determined by Dealer in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the Applicable Provisions, as determined by Dealer in its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding.

(g) Termination Settlement. Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of this Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to

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such Unwind Period as to which Dealer has unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof.

(h) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-paragraph (ii) of “Agreements and Acknowledgments Regarding Shares” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise determines that in its reasonable opinion any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub-paragraph (ii) or otherwise constitute “restricted securities” (as defined in Rule 144 under the Securities Act), then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer.

(i) If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

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(ii) If Counterparty delivers any Restricted Shares in respect of this Transaction, Counterparty agrees that (A) such Shares may be transferred by and among Dealer and its affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).

(i) Indemnity. Counterparty agrees to indemnify Dealer and its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Counterparty in this Confirmation or the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and reasonable expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom (whether or not such Indemnified Party is a party thereto), except to the extent determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from Dealer’s negligence, fraud, bad faith and/or willful misconduct or from a breach of any representation or covenant of Dealer contained in this Confirmation or the Agreement. The foregoing provisions shall survive any termination or completion of the Transaction.

(j) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(k) Governing Law/Jurisdiction. This Confirmation and any claim, controversy or dispute arising under or related to this Confirmation shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof (other than Title 14 of Article 5 of the New York General Obligations Law). The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.

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(l) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty only to the extent of any such performance.

(m) Insolvency Filing. Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, upon any Insolvency Filing or other proceeding under the Bankruptcy Code in respect of the Issuer, this Transaction shall automatically terminate on the date thereof without further liability of either party to this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Confirmation prior to the date of such Insolvency Filing or other proceeding), it being understood that this Transaction is a contract for the issuance of Shares by the Issuer.

(n) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, each of Dealer and Counterparty and each of their employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment and tax structure.

(o) Right to Extend. Dealer may postpone any Settlement Date or any other date of valuation or delivery, with respect to some or all of the relevant Settlement Shares, if Dealer determines, based on the advice of counsel, that such extension is reasonably necessary or appropriate to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements or with related policies and procedures applicable to Dealer that generally apply to transactions of a nature and kind similar to the Transaction.

(p) Counterparty Share Repurchases. Counterparty agrees not to repurchase, directly or indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1) the numerator of which is the Number of Shares and (2) the denominator of which is the number of Shares outstanding on such day.

(q) Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Dealer shall not have an “interest” in (within the meaning of NYSE Rule 312.04(e)) Shares hereunder, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would directly or indirectly beneficially own (as defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules and regulations thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or

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more of Counterparty’s outstanding voting power (the “Exchange Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iii) Dealer would not directly or indirectly so beneficially own in excess of the Exchange Limit, as applicable.

In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph.

(r) Commodity Exchange Act. Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” (as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”)), the Agreement and this Transaction are subject to individual negotiation by the parties and have not been executed or traded on a “trading facility” (as defined in Section 1a(51) of the CEA).

(s) Bankruptcy Status. Subject to Paragraph 7(m) above, Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with respect to the transactions contemplated hereby that are senior to the claims of Counterparty’s common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transaction other than this Transaction.

(t) No Collateral or Setoff. Notwithstanding Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations in respect of this Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set off against obligations in respect of this Transaction, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff.

(u) Tax Matters.

(i) For the purpose of Section 3(f) of the Agreement:

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(A) Dealer makes the following representations:

(1) It is a U.S. person or a disregarded entity owned solely by a U.S. person (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.

(2) Each payment received or to be received in connection with this Confirmation will be effectively connected with its conduct of a trade or business in the United States.

(B) Counterparty makes the following representations:

(1) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(2) It is organized under the laws of the State of Missouri and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

(ii) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable Tax” (as defined in Section 14 of the Agreement) shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

(iii) HIRE Act. To the extent that either party to the Agreement with respect to this Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to “each Covered Master Agreement” in the 871(m) Protocol will be deemed to be references to the Agreement with respect to this Transaction, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect to this Transaction, this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol.

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(iv) Tax documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by the other party; and (iii) promptly upon learning that any such tax form previously provided has become inaccurate or incorrect. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-8ECI or W-9 (as applicable) or, or any successor thereto, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Furthermore, for the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, each party shall, promptly upon reasonable demand by the other party, provide any other tax form or document, accurately completed and in a manner reasonably satisfactory to such other party, that may be required or reasonably requested in order to allow such party to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any tax or with such deduction or withholding at a reduced rate.

(v) Change of Account. Section 2(b) of the Agreement is hereby amended (1) by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction” and (2) by the addition of the following after the word “change” in the fourth line thereof: “; provided that if a new account of one party is not in the same tax jurisdiction as the original account, the other party shall not be obliged to pay, for tax reasons, any greater amount and shall not be obliged to accept any lesser amount as a result of such change than would have been the case if such change had not taken place.”

(w) Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none of (i) Section 739 of the WSTAA, (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement (including, without limitation, any right arising from any Acceleration Event).

(x) Other Forward(s). Dealer acknowledges that Counterparty has entered into or may enter in the future into one or more forward transactions for the Shares (each, an “Other Forward” and, collectively, the “Other Forwards”) with one or more alternative forward purchasers. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for such Other Forward coincides for any period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind

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Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Business Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Forward, every third Scheduled Trading Day if there are two Other Forwards, etc.).

(x) U.S. QFC Stay Rules. The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

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(y) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., DocuSign and AdobeSign (any such signature, an “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature” and words of like import in this Confirmation or in any other certificate, agreement or document related to this Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this Confirmation or the Agreement.

Notwithstanding anything to the contrary in the Agreement, either party may deliver to the other party a notice relating to any Event of Default or Termination Event under this Confirmation by e-mail.

Counterparty represents that the person(s) executing this document are duly authorized to act on behalf of Counterparty in connection with the entry of this Transaction.

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Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

Very truly yours, MORGAN STANLEY & CO. LLC
By:	/s/ Scott Pecullan
	Name: Scott Pecullan
	Title: Managing Director

SPIRE INC.
By:	/s/ Adam Woodard
	Name: Adam Woodard
	Title: Vice President, Treasurer

[Signature Page to Forward Confirmation]

SCHEDULE I

Forward Price Reduction Date	Forward Price Reduction Amount
Trade Date	USD 0.000
September 8, 2023	USD 0.720
December 8, 2023	USD 0.756
Final Date	USD 0.000
March 8, 2024	USD 0.756

A-1

EX-5.1

Exhibit 5.1

SPIRE INC.

700 Market Street

St. Louis, MO 63101

Mark C. Darrell

Senior Vice President,

Chief Legal and Compliance Officer

June 16, 2023

Spire Inc.

700 Market Street

St. Louis, Missouri 63101

Re:    Registration Statement on Form S-3

File No. 333-264799

Ladies and Gentlemen:

I am Senior Vice President, Chief Legal and Compliance Officer of Spire Inc., a Missouri corporation (the “Company”), and have served in that capacity in connection with the registration, pursuant to a Registration Statement on Form S-3 (File No. 333-264799) (the “Registration Statement”), which included a prospectus dated May 9, 2022, as supplemented by the prospectus supplement dated May 9, 2022 (the “Prospectus Supplement”) and the pricing supplement dated June 13, 2023 to the Prospectus Supplement (the “Pricing Supplement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by the Company of 2,006,231 (the “Shares”) of the Company’s common stock, par value $1.00 per share (“Common Stock”), pursuant to the terms of (A) an equity distribution agreement, dated February 6, 2019, as modified by letter agreements dated May 14, 2019 and May 9, 2022 (the “Distribution Agreement”), by and among the Company and RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as sales agents, and Royal Bank of Canada, Bank of America, N.A., Morgan Stanley & Co. LLC and The Toronto-Dominion Bank, as forward purchasers and (B) a terms agreement, dated June 13, 2023 (the “Terms Agreement” and together with the Distribution Agreement, the “Transaction Agreements”), by and between the Company and Morgan Stanley & Co. LLC, as underwriter, forward purchaser and forward seller. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have reviewed the Registration Statement and the Transaction Agreements. In addition, I have examined originals or certified copies of the resolutions adopted by the Board of Directors of the Company (the “Board”) authorizing the issuance and sale of the Shares (the “Resolutions”) and such other corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all copies submitted to me as conformed, certified or reproduced copies.

As to various questions of fact relevant to this letter, I have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which I assume to be true, correct and complete.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that when any of the Shares have been issued and delivered against payment in full of the consideration payable therefor as contemplated by the Transaction Agreements, such Shares will be duly authorized and validly issued and will be fully paid and non-assessable. The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. I express no opinion as to the laws of any jurisdiction other than the laws of the State of Missouri.

B. This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. I undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the use of my name in the Pricing Supplement forming a part of the Registration Statement and under the caption “Legal Matters”. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

Very truly yours,

/s/ Mark C. Darrell

Mark C. Darrell

XML

Document and Entity Information	Jun. 13, 2023
Document Information [Line Items]
Document, Type	8-K
Document, Period End Date	Jun. 13, 2023
Entity, File Number	1-16681
Entity Registrant Name	Spire Inc.
Entity, Address, Address Line One	700 Market Street
Entity, Address, City or Town	St. Louis
Entity, Address, State or Province	MO
Entity, Address, Postal Zip Code	63101
City Area Code	314
Local Phone Number	342-0500
Entity, Incorporation, State or Country Code	MO
Entity, Tax Identification Number	74-2976504
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001126956
CommonStock100ParValue Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock $1.00 par value
Trading Symbol	SR
Security Exchange Name	NYSE
DepositaryShares Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value
Trading Symbol	SR.PRA
Security Exchange Name	NYSE