S-3ASR

As filed with the Securities and Exchange Commission on May 14, 2019

Registration No. 333-         and 333-         -01

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

SPIRE INC.	Missouri	74-2976504
SPIRE MISSOURI INC.	Missouri	43-0368139
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

MARK C. DARRELL	ELLEN L. THEROFF
Senior Vice President, Chief Legal and Compliance Officer	Vice President, Corporate Secretary
700 Market Street St. Louis, MO 63101 314-342-0500

(Names, address, including zip code, and telephone number, including area code, of agents for service and address,

including zip code, and telephone number of registrants’ principal executive offices)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
Spire Inc.	☒	☐	☐	☐	☐
Spire Missouri Inc.	☐	☐	☒	☐	☐

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
Spire Inc.     Senior Debt Securities
Junior Subordinated Debt Securities
Preferred Stock
Common Stock
Depositary Shares (3)
Stock Purchase Contracts (4)
Stock Purchase Units (5)
Spire Missouri Inc.     First Mortgage Bonds
Unsecured Debt Securities
Preferred Stock
Depositary Shares (3)
Total

(1) An unspecified aggregate initial offering amount or number of the securities of each identified class is being registered as may from time to time be offered by Spire Inc. and Spire Missouri Inc. at unspecified prices, along with an indeterminate amount or number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units.

(2) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of the registration fee relating to the securities offered hereby and will pay “pay-as-you-go registration fees.”

(3) In the event that Spire Inc. or Spire Missouri Inc. elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Shares, evidenced by depositary receipts issued pursuant to a deposit agreement, will be distributed to those persons purchasing such fractional interests, and the shares of Preferred Stock will be issued to the depositary under any such agreement.

(4) Each Stock Purchase Contract obligates Spire Inc. to sell, and obligates the holder thereof to purchase, an indeterminate number of shares of Preferred Stock or Common Stock of Spire Inc. being registered hereby.

(5) Each Stock Purchase Unit consists of a combination of a Stock Purchase Contract and Senior Debt Securities or Junior Subordinated Debt Securities of Spire Inc. or debt obligations of third parties, including United States Treasury securities.

Explanatory Note

This registration statement contains the following two separate prospectuses:

(1) The first prospectus relates to offerings by Spire Inc. of its senior debt securities, junior subordinated debt securities, preferred stock, common stock, depositary shares, stock purchase contracts and stock purchase units; and

(2) The second prospectus relates to offerings by Spire Missouri Inc. of its first mortgage bonds, unsecured debt securities, preferred stock and depositary shares.

Each offering of securities made under this registration statement will be made pursuant to one of these prospectuses, with the specific terms of the securities offered thereby set forth in an accompanying prospectus supplement.

Additionally, this combined registration statement is separately filed by Spire Inc. and Spire Missouri Inc. The registration statement of each of the respective registrants consists of the prospectus of such registrant (including the documents incorporated therein by reference) and the information set forth in Part II of this registration statement that is applicable to such registrant. Each registrant makes no representation as to information relating to the other registrant.

PROSPECTUS

SPIRE INC.

Senior Debt Securities

Junior Subordinated Debt Securities

Preferred Stock

Common Stock

Depositary Shares

Stock Purchase Contracts

Stock Purchase Units

We may offer for sale, from time to time, either separately or together in any combination, the securities described in this prospectus. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus and the applicable prospectus supplement carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

We may sell the offered securities through the solicitation of proposals of underwriters or dealers to purchase the offered securities, through underwriters or dealers on a negotiated basis, through agents or directly to a limited number of purchasers or to a single purchaser. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. Please see the “Plan of Distribution” section of this prospectus.

Investing in our securities involves risks that are described in the “Risk Factors” section of this prospectus as well as in our annual, quarterly, and current reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference into this prospectus.

Our common stock trades on the New York Stock Exchange under the symbol “SR.”

Our address is 700 Market Street, St. Louis, Missouri 63101 and our telephone number is

314-342-0500.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 14, 2019

As permitted under the rules of the Securities and Exchange Commission (“SEC”), this prospectus incorporates important information about us that is contained in documents that we file with the SEC but that is not included in or delivered with this prospectus. You may obtain copies of these documents without charge from the website maintained by the SEC at www.sec.gov as well as other sources. See “Where You Can Find More Information.” You may also obtain copies of the incorporated documents, without charge, upon written or oral request to our Corporate Secretary, Spire Inc., 700 Market Street, St. Louis, MO 63101 (314-342-0531).

This prospectus, any prospectus supplement and any free writing prospectus we authorize contain and incorporate by reference information that should consider when making your investment decision. We have not authorized anyone to provide you with any information other than information incorporated by reference or provided in this prospectus, any prospectus supplement and any free writing prospectus. We can take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. We will not make an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or the documents incorporated by reference herein or therein is accurate as of any date other than the date on the front of the applicable document. Our business, financial condition, result of operations, and prospects may have changed since those dates.

TABLE OF CONTENTS

	Page
About This Prospectus		1
Risk Factors		1
Where You Can Find More Information		1
Forward-Looking Statements		2
Spire		3
Use of Proceeds		4
Description of Debt Securities		4
Description of Capital Stock		13
Description of Depositary Shares		16
Description of Stock Purchase Contracts and Stock Purchase Units		17
Plan of Distribution		19
Legal Matters		21
Experts		21

The distribution of this prospectus may be restricted by law in certain jurisdictions. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

The terms “we,” “our,” “us” and “Spire” refer to Spire Inc. and its subsidiaries unless the context suggests otherwise. The term “you” refers to a prospective investor.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell, from time to time, any combination of securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we may offer. The registration statement we filed with the SEC of which this prospectus is a part includes or incorporates by reference exhibits that provide more detail on descriptions of matters discussed in this prospectus. Each time we offer and sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

RISK FACTORS

Investing in our securities involves risks. Before making an investment decision, you should read and carefully consider the risk factors described in our annual, quarterly and current reports filed with the SEC, which are incorporated by reference into this prospectus, as well as other information we include or incorporate by reference in this prospectus before making an investment decision. The prospectus supplement applicable to each type or series of securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular types of securities we are offering under that prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, and other information with the SEC. These SEC filings are available over the Internet at the SEC’s web site at “http://www.sec.gov” or on our own website at “http://www.spireenergy.com.” Information contained on our website does not constitute part of this prospectus.

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means we can disclose important information by referring you to those documents. The information we incorporate by reference is an important part of this prospectus or any prospectus supplement relating to an offering of our securities and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 and 15 of the Exchange Act from the time we file the registration statement of which this prospectus is a part until we sell all of the securities. These documents contain important information about us and our finances. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

SEC Filings (File No. 1-16681)	Period/Date
Annual Report on Form 10-K	Year ended September 30, 2018
Quarterly Reports on Form 10-Q	Quarters ended December 31, 2018 and March 31, 2019
Current Reports on Form 8-K	November 6, 2018 , November 14, 2018,  November 15, 2018, February  5, 2019 and February 6, 2019
Current Report on Form 8-K/A	February 5, 2019

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You may request a copy of these filings at no cost by writing or telephoning us at the following address:

Spire Inc.

Attn: Investor Relations

700 Market Street, 6^th Floor

St. Louis, Missouri 63101

(314) 342-0878

FORWARD-LOOKING STATEMENTS

Certain matters contained in or incorporated by reference in this prospectus, excluding historical information, include forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

• Weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;

• Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments, and the impact on our competitive position in relation to suppliers of alternative heating sources, such as electricity;

• Changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells, expiration of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;

• Acquisitions may not achieve their intended results;

• The Spire STL Pipeline project may be hindered or halted by regulatory, legal, operational or other obstacles;

• Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:

• allowed rates of return,

• incentive regulation,

• industry structure,

• purchased gas adjustment provisions,

• rate design structure and implementation,

• regulatory assets,

• non-regulated and affiliate transactions,

• franchise renewals,

• environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety,

• taxes,

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• pension and other post-retirement benefit liabilities and funding obligations, or

• accounting standards;

• The results of litigation;

• The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;

• Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;

• Our ability to comply with all covenants in our indentures and credit facilities, any violations of which, if not cured in a timely manner, could trigger a default of our obligation;

• Capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;

• Discovery of material weakness in internal controls;

• The disruption, failure or malfunction of our information technology systems including due to cyberattacks; and

• Employee workforce issues, including but not limited to labor disputes and future wage and employee benefit costs, including changes in discount rates and returns on benefit plan assets.

Readers are urged to consider the risks, uncertainties and other factors that could affect our business as described in this prospectus and the information incorporated by reference herein. All forward-looking statements made or incorporated by reference in this prospectus rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. We do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement in light of future events.

SPIRE

Spire, with its principal office in St. Louis, Missouri, is a public utility holding company whose primary business is the safe and reliable delivery of natural gas service to more than 1.66 million residential, commercial and industrial customers across Missouri, Alabama and Mississippi. We have two key business segments: Gas Utility and Gas Marketing. The Gas Utility segment consists of five natural gas utilities: Spire Missouri East (serving St. Louis and eastern Missouri), Spire Missouri West (serving Kansas City and western Missouri), Spire Alabama Inc. (serving central and northern Alabama, including Birmingham and Montgomery), Spire Gulf Inc. (serving southwestern Alabama, including Mobile) and Spire Mississippi Inc. (serving south-central Mississippi, including Hattiesburg). Spire’s subsidiary, Spire Missouri Inc., comprises the Spire Missouri East and Spire Missouri West utilities. Our natural gas-related businesses include the following entities: Spire Marketing Inc. (“Marketing”), Spire STL Pipeline LLC (“Pipeline”) and Spire Storage West LLC (“Storage”). Marketing provides natural gas marketing services across the United States. Pipeline is constructing and planning the operation of a 65-mile FERC-regulated pipeline to deliver natural gas into eastern Missouri. Storage provides physical natural gas storage services and is strategically located near the Opal hub and interconnects with five interstate pipelines serving a wide range of natural gas markets throughout the Rockies and western United States. For more information about us and our business you should refer to the additional information described under the caption “Where You Can Find More Information.”

Our principal offices are located at 700 Market Street, St. Louis, Missouri, 63101 and our telephone number is 314-342-0500.

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USE OF PROCEEDS

Unless we state otherwise in any applicable prospectus supplement, we intend to use the net proceeds from any sale of the offered securities for general corporate purposes, including for working capital, repaying indebtedness, and funding capital projects.

We may set forth additional information on the use of net proceeds from a particular offering of securities in the prospectus supplement relating to that offering.

DESCRIPTION OF DEBT SECURITIES

General

The description below contains summaries of selected provisions of the indentures, including supplemental indentures, under which the unsecured debt securities will be issued. These summaries are not complete. The indentures and the form of the supplemental indentures applicable to the debt securities are exhibits to the registration statement of which this prospectus is a part. You should read them for provisions that may be important to you.

We are not required to issue future issues of indebtedness under the indentures described in this prospectus. We are free to use other indentures or documentation, containing provisions different from those described in this prospectus, in connection with future issues of other indebtedness not under the registration statement of which this prospectus is a part.

The debt securities will be represented either by global senior debt securities registered in the name of a securities depositary, or by securities in certificated form issued to the registered owners, as set forth in the applicable prospectus supplement.

Unless otherwise provided, we may reopen a series without the consent of the holders of the debt securities of that series for issuance of additional debt securities of that series. Unless otherwise described in the applicable prospectus supplement, neither indenture described above limits or will limit the aggregate amount of debt, including secured debt, we or our subsidiaries may incur.

The following briefly summarizes the material provisions of the indentures and the debt securities. You should read the more detailed provisions of the applicable indenture, including the defined terms, for provisions that may be important to you. The indentures have been filed as exhibits to the registration statement of which this prospectus is a part. Copies of the indentures may also be obtained from us or the applicable trustee.

The applicable prospectus supplement relating to any series of debt securities will describe the following terms, where applicable:

• the title of the debt securities;

• whether the debt securities will be senior or subordinated debt;

• the total principal amount of the debt securities;

• the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method of determining the price;

• the maturity date or dates or the method of determining the maturity date or dates;

• the interest rate or the method of computing the interest rate;

• the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates;

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• the location where payments on the debt securities will be made;

• the terms and conditions on which the debt securities may be redeemed at our option;

• any of our obligations to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, purchase or repayment;

• any provisions for the discharge of our obligations relating to the debt securities by deposit of funds or United States government obligations;

• whether the debt securities are to trade in book-entry form and the terms and any conditions for exchanging the global security in whole or in part for paper certificates;

• any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities;

• any additional events of default; and

• any other specific terms of the debt securities.

Federal income tax consequences and other special considerations applicable to any debt securities issued by us at a discount may be described in the applicable prospectus supplement.

Book-Entry Securities. We may issue some or all of the debt securities as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

Registration, Transfer and Exchange. Unless otherwise indicated in the applicable prospectus supplement, each series of debt securities will initially be issued in the form of one or more global securities, in registered form, without coupons, as described above under “Book-Entry Securities.” Except in the circumstances described in the applicable prospectus supplement, owners of beneficial interests in a global security will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of any debt securities and will not be considered the registered holders thereof under the debt indenture.

Debt securities of any series will be exchangeable for other debt securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. Subject to the terms of the applicable indenture and the limitations applicable to global securities, debt securities may be presented for exchange or registration of transfer, duly endorsed or accompanied by a duly executed instrument of transfer, at the office of any security registrar we may designate for that purpose, without service charge but upon payment of any taxes and other governmental charges as described in the applicable indenture.

Unless otherwise indicated in the applicable prospectus supplement, the security registrar will be the trustee under the applicable indenture. We may at any time designate additional security registrars or rescind the designation of any security registrar or approve a change in the office through which any security registrar acts, except that we will be required to maintain a security registrar in each place of payment for the debt securities of each series.

Payment and Paying Agents. Principal of and interest and premium, if any, on debt securities issued in the form of global securities will be paid in the manner described in the applicable prospectus supplement.

Unless otherwise indicated in the applicable prospectus supplement, the principal of and any premium and interest on debt securities of a particular series in the form of certificated securities will be payable at the office of the trustee or at the authorized office of any paying agent or paying agents upon presentation and surrender of

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such debt securities. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

All monies we pay to a trustee or a paying agent for the payment of the principal of, and premium or interest, if any, on, any debt security that remain unclaimed at the end of two years after such principal, premium or interest shall have become due and payable will be repaid to us. The holder of such debt security thereafter may look only to us for payment thereof, subject to the laws of unclaimed property.

Redemption. Any terms for the optional or mandatory redemption of the debt securities will be set forth in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, debt securities will be redeemable by us only upon notice not less than 30 (or, in the case of junior subordinated debt securities, 20) nor more than 60 days prior to the date fixed for redemption, and, if less than all the debt securities of a series are to be redeemed, the particular debt securities to be redeemed will be selected by the method provided for that particular series, or in the absence of any such provision, by the trustee in the manner it deems fair and appropriate and, in the case of debt securities issued in the form of global securities, in accordance with the depositary’s applicable procedures.

Any notice of redemption at our option may state that redemption will be conditional upon receipt by the trustee or the paying agent or agents, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on, the debt securities and that if that money has not been so received, the notice will be of no force and effect and we will not be required to redeem the debt securities.

Annual Notice to Trustee. We will provide to each trustee an annual statement by an appropriate officer as to our compliance with all conditions and covenants under the applicable indenture.

Notices. Notices to holders of debt securities will be given by mail to the addresses of the holders as they may appear in the security register for the applicable debt securities.

Title. We, the trustee, and any agents of us or the trustee, may treat the person in whose name debt securities are registered as the absolute owner of those debt securities, whether or not those debt securities may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary.

Governing Law. Each indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustees. Commerce Bank is the trustee under the senior debt indenture. U.S. Bank National Association is the trustee under the subordinated debt indenture. These banks have provided to us and our affiliates, and may provide from time to time in the future, certain commercial banking and other services in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. In particular, these banks or their affiliates are lenders under our and our affiliates’ credit facilities.

A trustee may resign at any time by giving written notice to us or may be removed at any time by act of the holders of a majority in principal amount of all series of debt securities then outstanding delivered to the trustee and us. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee.

Each indenture provides that our obligations to compensate the trustee and reimburse the trustee for expenses, disbursements and advances will be secured by a lien prior to that of the applicable senior debt securities upon the property and funds held or collected by the trustee as such, except funds held in trust for the payment of principal of, or interest, if any, on, such securities.

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Consolidation, Merger or Sale of Assets. Each indenture provides that we will not consolidate with or merge into, or sell, lease or convey our property as an entirety or substantially as an entirety to any other person unless the successor corporation assumes our obligations under the debt securities and the indentures and is organized and existing under the laws of the United States, any state thereof or the District of Columbia.

Senior Debt Securities

General. The senior debt securities will be unsecured and issued under the senior debt indenture between us and Commerce Bank and, unless otherwise specified in the applicable prospectus supplement, will rank equally with our other unsecured and senior indebtedness. The senior debt indenture does not limit the aggregate principal amount of senior debt securities that may be issued under the senior debt indenture. The following summaries of some important provisions of the senior debt indenture (including its supplements) are not complete and are subject to, and qualified in their entirety by, all of the provisions of the senior debt indenture, which is an exhibit to the registration statement of which this prospectus is a part.

Ranking. The senior debt securities will be our direct unsecured general obligations and will rank equally with all of our other unsecured and unsubordinated debt.

We are a holding company that derives substantially all of our income from our operating subsidiaries and primarily from our utility subsidiaries. As a result, our cash flows and consequent ability to service our debt, including the senior debt securities, are dependent upon the earnings of our subsidiaries and distribution of those earnings to us and other payments or distributions of funds by our subsidiaries to us, including payments of principal and interest under intercompany indebtedness. Our operating subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any dividends or make any other distributions (except for payments required under the terms of intercompany indebtedness) to us or to otherwise pay amounts due with respect to the senior debt securities or to make specific funds available for such payments. Various financing arrangements, charter provisions and regulatory requirements may impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. Furthermore, except to the extent we have a priority or equal claim against our subsidiaries as a creditor, the senior debt securities will be effectively subordinated to debt and preferred stock at the subsidiary level because, as the direct or indirect common shareholder of our subsidiaries, we will be subject to the prior claims of creditors and holders of preferred stock of our subsidiaries.

Events of Default. Each of the following will constitute an event of default under the senior debt indenture with respect to senior debt securities of any series:

• failure to pay principal of or premium, if any, on any senior debt security of that series, as the case may be, within three business days after maturity;

• failure to pay interest on the senior debt securities of such series within 60 days after the same becomes due and payable;

• failure to perform or breach of any of our other covenants or warranties in the senior debt indenture (other than a covenant or warranty solely for the benefit of one or more series of senior debt securities other than that series) for 90 days after written notice to us by the trustee or to us and the trustee by the holders of at least 33% in aggregate principal amount of the outstanding senior debt securities of that series;

• certain events of bankruptcy, insolvency, reorganization, assignment or receivership; or

• any other event of default specified in the applicable prospectus supplement with respect to senior debt securities of a particular series.

No event of default with respect to the senior debt securities of a particular series necessarily constitutes an event of default with respect to the senior debt securities of any other series issued under the senior debt indenture.

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If an event of default with respect to any series of senior debt securities occurs and is continuing, then either the trustee for such series or the holders of at least 33% in aggregate principal amount of the outstanding senior debt securities of that series, by notice in writing, may declare the principal amount of and interest on all of the senior debt securities of that series to be due and payable immediately. However, if the event of default applies to more than one series of senior debt securities under the senior debt indenture, the trustee for that series or the holders of at least 33% in aggregate principal amount of the outstanding senior debt securities of all those series, considered as one class, and not the holders of the senior debt securities of any one of such series, may make such declaration of acceleration.

At any time after an acceleration with respect to the senior debt securities of any series has been declared, but before a judgment or decree for the payment of the money due has been obtained, the event or events of default giving rise to such acceleration will be considered waived, and the acceleration will be considered rescinded and annulled, if:

• we pay or deposit with the trustee for such series a sum sufficient to pay all matured installments of interest on all senior debt securities of that series, the principal of and premium, if any, on the senior debt securities of that series that have become due otherwise than by acceleration and interest, if any, thereon at the rate or rates specified in such senior debt securities, interest, if any, upon overdue installments of interest at the rate or rates specified in such senior debt securities, to the extent that payment of such interest is lawful, and all amounts due to the trustee for that series under the senior debt indenture; or

• any other event or events of default with respect to the senior debt securities of such series have been cured or waived as provided in the senior debt indenture.

However, no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or impair any related right.

There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.

Other than its duties in case of an event of default, the trustee is not obligated to exercise any of its rights or powers under the senior debt indenture at the request, order or direction of any of the holders, unless the holders offer the trustee a reasonable indemnity. If they provide a reasonable indemnity, the holders of a majority in principal amount of any series of senior debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee. However, if the event of default relates to more than one series, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. The trustee is not obligated to comply with directions that conflict with law or other provisions of the senior debt indenture.

No holder of senior debt securities of any series will have any right to institute any proceeding under the senior debt indenture, or to exercise any remedy under the senior debt indenture, unless:

• the holder has previously given to the trustee written notice of a continuing event of default;

• the holders of a majority in aggregate principal amount of the outstanding senior debt securities of all series in respect of which an event of default shall have occurred and be continuing have made a written request to the trustee and have offered reasonable indemnity to the trustee to institute proceedings; and

• the trustee has failed to institute any proceeding for 60 days after notice and has not received any direction inconsistent with the written request of holders during that period.

However, the limitations discussed above do not apply to a suit by a holder of a debt security for payment of the principal of, or premium, if any, or interest, if any, on, a senior debt security on or after the applicable due date.

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Modification and Waiver. We and the trustee may enter into one or more supplemental indentures without the consent of any holder of senior debt securities for any of the following purposes:

• to evidence the assumption by any permitted successor of our covenants in the senior debt indenture and in the senior debt securities;

• to add additional covenants or to surrender any of our rights or powers under the senior debt indenture;

• to add additional events of default;

• to change, eliminate, or add any provision to the senior debt indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of senior debt securities of any series in any material respect, such change, elimination, or addition will become effective only:

• when the consent of the holders of senior debt securities of such series has been obtained in accordance with the senior debt indenture; or

• when no debt securities of the affected series remain outstanding under the senior debt indenture;

• to provide collateral security for all but not part of the senior debt securities;

• to establish the form or terms of senior debt securities of any other series as permitted by the senior debt indenture;

• to provide for the authentication and delivery of bearer securities and coupons attached thereto;

• to evidence and provide for the acceptance of appointment of a successor trustee;

• to provide for the procedures required for use of a noncertificated system of registration for the senior debt securities of all or any series;

• to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served; or

• to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the senior debt indenture; provided that such action shall not adversely affect the interests of the holders of senior debt securities of any series in any material respect.

The holders of a majority in aggregate principal amount of the senior debt securities of all series then outstanding may waive our compliance with certain restrictive provisions of the senior debt indenture. The holders of a majority in principal amount of the outstanding senior debt securities of any series may waive any past default under the senior debt indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of the senior debt indenture that cannot be modified or be amended without the consent of the holder of each outstanding senior debt security of the series affected.

If the Trust Indenture Act of 1939 is amended after the date of the senior debt indenture in such a way as to require changes to the senior debt indenture, the senior debt indenture will be deemed to be amended so as to conform to the amendment of the Trust Indenture Act of 1939. We and the trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence such an amendment.

The consent of the holders of a majority in aggregate principal amount of the senior debt securities of all series then outstanding is required for all other modifications to the senior debt indenture. However, if less than all of the series of senior debt securities outstanding are directly affected by a proposed supplemental indenture, then the consent only of the holders of a majority in aggregate principal amount of all series that are directly affected will be required. No such amendment or modification may:

• change the stated maturity of the principal of, or any installment of principal of or interest on, any senior debt security, or reduce the principal amount of any senior debt security or its rate of interest or

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change the method of calculating such interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any senior debt security, without the consent of the holder;

• reduce the percentage in principal amount of the outstanding senior debt securities of any series whose consent is required for any supplemental indenture or any waiver of compliance with a provision of the senior debt indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or

• modify certain of the provisions of the senior debt indenture relating to supplemental indentures, waivers of certain covenants and waiver of past defaults with respect to the senior debt securities of any series, without the consent of the holder of each outstanding senior debt security affected thereby.

A supplemental indenture that changes the senior debt indenture solely for the benefit of one or more particular series of senior debt securities, or modifies the rights of the holders of senior debt securities of one or more series, will not affect the rights under the senior debt indenture of the holders of the senior debt securities of any other series.

The senior debt indenture provides that senior debt securities owned by us, any of our affiliates or anyone else required to make payment on the senior debt securities shall be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent.

We may fix in advance a record date to determine the required number of holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other act of the holders, but we shall have no obligation to do so. If a record date is fixed for that purpose, the request, demand, authorization, direction, notice, consent, waiver or other act of the holders may be given before or after that record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the outstanding senior debt securities have authorized or agreed or consented to the request, demand, authorization, direction, notice, consent, waiver or other act of the holders. For that purpose, the outstanding senior debt securities shall be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder shall bind every future holder of the same senior debt securities and the holder of every senior debt security issued upon the registration of transfer of or in exchange for those senior debt securities. A transferee will be bound by acts of the trustee or us taken in reliance upon an act of holders whether or not notation of that action is made upon that senior debt security.

Satisfaction and Discharge. We will be discharged from our obligations on the senior debt securities of a particular series, or any portion of the principal amount of the senior debt securities of such series, if we irrevocably deposit with the trustee sufficient cash or government securities to pay the principal, or portion of principal, interest, any premium and any other sums when due on the senior debt securities of such series at their maturity, stated maturity date, or redemption.

The indenture will be deemed satisfied and discharged when no senior debt securities remain outstanding and when we have paid all other sums payable by us under the senior debt indenture.

Junior Subordinated Debt Securities

General. The junior subordinated debt securities will be unsecured and issued under the junior subordinated debt indenture between us and U.S. Bank National Association and, unless otherwise specified in the applicable prospectus supplement, will rank equally with our other unsecured and subordinated indebtedness. The junior subordinated debt indenture does not limit the aggregate principal amount of junior subordinated debt securities that may be issued under the junior subordinated debt indenture. The following summaries of some important provisions of the junior subordinated debt indenture (including its supplements) are not complete and are subject

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to, and qualified in their entirety by, all of the provisions of the junior subordinated debt indenture, which is an exhibit to the registration statement of which this prospectus is a part.

Subordination. Unless otherwise specified in the applicable prospectus supplement, the junior subordinated debt securities will rank subordinated and junior in right of payment, to the extent set forth in the junior subordinated indenture, to all of our “priority indebtedness.”

“Priority Indebtedness” means the principal, premium, interest and any other payment in respect of any of the following:

• all of our current and future indebtedness for borrowed or purchase money whether or not evidenced by notes, debentures, bonds or other similar written instruments;

• our obligations under synthetic leases, finance leases and capitalized leases;

• our obligations for reimbursement under letters of credit, surety bonds, banker’s acceptances, security purchase facilities or similar facilities issued for our account;

• any of our other indebtedness or obligations with respect to derivative contracts, including commodity contracts, interest rate, commodity and currency swap agreements, forward contracts and other similar agreements or arrangements; and

• all indebtedness of others of the kinds described in the preceding categories which we have assumed, endorsed or guaranteed or with respect to which we have a similar contingent obligation.

However, “Priority Indebtedness” will not include trade accounts payable, accrued liabilities arising in the ordinary course of business, indebtedness to our subsidiaries, and any other indebtedness that effectively by its terms, or expressly provides that it, ranks on parity with, or junior to, the junior subordinated debt securities.

If we default in the payment of principal of or interest on any priority indebtedness when it becomes due and payable after any applicable grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the junior subordinated debt securities issued under the junior subordinated debt indenture. If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us, our creditors or our property, then all priority indebtedness must be paid in full before any payment may be made to any holders of junior subordinated debt securities. Holders of junior subordinated debt securities must return and deliver any payments received by them directly to the holders of priority indebtedness until all priority indebtedness is paid in full.

The junior subordinated debt indenture does not limit the total amount of priority indebtedness that may be issued.

Events of Default. The junior subordinated debt indenture provides that events of default regarding any series of junior subordinated debt securities include the following events that shall have occurred and be continuing:

• failure to pay required interest on the series of junior subordinated debt securities for 30 days;

• failure to pay when due principal on the series of junior subordinated debt securities;

• failure to perform, for 90 days after notice, any other covenant in the junior subordinated indenture applicable to the series of junior subordinated debt securities; and

• certain events of bankruptcy or insolvency, whether voluntary or not.

If an event of default regarding junior subordinated debt securities of any series should occur and be continuing, either the junior subordinated debt securities trustee or the holders of at least 25% in total principal amount of outstanding junior subordinated debt securities of a series may declare each junior subordinated debt security of that series immediately due and payable.

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Holders of a majority in total principal amount of the outstanding junior subordinated debt securities of any series will be entitled to control certain actions of the junior subordinated debt securities trustee and to waive past defaults regarding that series. The trustee generally will not be required to take any action requested, ordered or directed by any of the holders of junior subordinated debt securities, unless one or more of those holders shall have offered to the trustee reasonable security or indemnity.

Before any holder of any series of junior subordinated debt securities may institute action for any remedy, except payment on that holder’s junior subordinated debt securities when due, the holders of not less than a majority in principal amount of the junior subordinated debt securities of that series outstanding must request the junior subordinated debt securities trustee to take action. Holders must also offer and give the junior subordinated debt securities trustee satisfactory security and indemnity against liabilities incurred by the trustee for taking that action.

We are required to annually furnish the junior subordinated debt securities trustee a statement as to our compliance with all conditions and covenants under the junior subordinated debt indenture. The junior subordinated debt securities trustee is required, within 90 days after the occurrence of a default with respect to a series of junior subordinated debt securities, to give notice of all defaults affecting that series of junior subordinated debt securities to each holder of such series. However, the junior subordinated debt indenture provides that the junior subordinated debt securities trustee may withhold notice to the holders of the junior subordinated debt securities of any series of any default affecting such series, except payment of principal and interest on holders’ junior subordinated debt securities when due, if we, in some cases with the trustee’s input, consider withholding notice to be in the interests of the holders of the junior subordinated debt securities of that series.

Modification and Waiver. The junior subordinated debt indenture permits us and the junior subordinated debt securities trustee to enter into supplemental indentures without the consent of the holders of the junior subordinated debt securities to:

• establish the form and terms of any series of securities under the junior subordinated debt indenture;

• secure the notes or debentures with property or assets;

• evidence the succession of another corporation to us, and the assumption by the successor corporation of our obligations, covenants and agreements under the subordinated indenture;

• add covenants from us for the benefit of the holders of the junior subordinated debt securities;

• add or change any of the provisions of the junior subordinated debt indenture to permit or facilitate the issuance of junior subordinated debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

• change or eliminate any provisions of the junior subordinated debt indenture; provided, however, that any such change or elimination shall become effective only when there are no junior subordinated debt securities of any series outstanding created prior to the execution of such supplemental indenture which are entitled to the benefit of such provision;

• qualify, or maintain the qualification of, the junior subordinated debt indenture under the Trust Indenture Act of 1939, as amended;

• cure any ambiguity or correct or supplement any provision in the junior subordinated debt indenture or any supplement to the junior subordinated debt indenture, provided that the action does not adversely affect the interests of the holders of the junior subordinated debt securities in any material respect; and

• evidence and provide for the acceptance of a successor trustee.

The junior subordinated debt indenture also permits us and the junior subordinated debt securities trustee, with the consent of the holders of a majority in total principal amount of the junior subordinated debt securities

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of all series then outstanding and affected (voting as one class), to change in any manner the provisions of the junior subordinated debt indenture or modify in any manner the rights of the holders of the junior subordinated debt securities of each such affected series. We and the trustee may not, without the consent of the holder of each of the junior subordinated debt securities affected, enter into any supplemental indenture to:

• change the time of payment of the principal;

• reduce the principal amount of the junior subordinated debt securities;

• reduce the rate or extend the time of payment of interest on the junior subordinated debt securities;

• reduce any amount payable upon redemption of the subordinated debt securities;

• modify the provisions with respect to the subordination of outstanding junior subordinated debt securities of any series in a manner adverse to the holders thereof; or

• impair the right to institute suit for the enforcement of any payment on any junior subordinated debt securities when due.

In addition, no modification may reduce the percentage in principal amount of the junior subordinated debt securities of the affected series, the consent of whose holders is required for that modification or for any waiver provided for in the junior subordinated debt indenture.

Before the acceleration of the maturity of any junior subordinated debt securities, the holders, voting as one class, of a majority in total principal amount of the junior subordinated debt securities with respect to which a default or event of default has occurred and is continuing, may, on behalf of the holders of all such affected junior subordinated debt securities, waive any past default or event of default and its consequences, except a default or event of default in the payment of the principal or interest or in respect of a covenant or provision of the applicable indenture or of any junior subordinated debt securities that cannot be modified or amended without the consent of the holder of each of the junior subordinated debt securities affected.

Satisfaction and Discharge. The junior subordinated debt indenture provides that, at our option, we will be discharged from all obligations in respect of the junior subordinated debt securities of a particular series then outstanding (except for certain obligations to register the transfer of or exchange the junior subordinated debt securities of that series, to replace stolen, lost or mutilated junior subordinated debt securities of that series, and to maintain paying agencies) if all of the securities of such series have become due and payable, or are to become due and payable within one year, and we, in each case, irrevocably deposit in trust with the relevant trustee money and/or securities backed by the full faith and credit of the United States that through the payment of the principal thereof and the interest thereon in accordance with their terms, will provide money in an amount sufficient to pay all the principal and interest on the junior subordinated debt securities of that series on the stated maturities of the junior subordinated debt securities in accordance with the terms thereof.

DESCRIPTION OF CAPITAL STOCK

General

The following descriptions of our preferred and common stock and the relevant provisions of our articles of incorporation and bylaws are summaries. These summaries are qualified by reference to (1) our articles of incorporation and bylaws that have been previously filed with the SEC and are exhibits to the registration statement of which this prospectus is a part and (2) the applicable provisions of The Missouri General and Business Corporation Law.

Under our articles of incorporation, we are authorized to issue up to 75,000,000 shares of capital stock, consisting of 70,000,000 shares of common stock, $1.00 par value per share, and 5,000,000 shares of preferred stock, $25 par value per share. At April 29, 2019, 50,745,880 shares of common stock and no shares of preferred stock were issued and outstanding.

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Because we are a holding company and conduct all of our operations through our subsidiaries, our cash flow and ability to pay dividends will be dependent on the earnings and cash flows of our subsidiaries and the distribution or other payment of those earnings to us in the form of dividends, or in the form of loans to or repayments of loans from us. Some of our subsidiaries may have restrictions on their ability to pay dividends including covenants under their borrowing arrangements and mortgage indentures, and possibly also restrictions imposed by their regulators. Currently, the Mortgage and Deed of Trust of Spire Missouri Inc., under which it issues its first mortgage bonds, contains a covenant that restricts its ability to pay dividends to us as its sole common stock shareholder. Under that covenant, as of April 29, 2019, $1,129 million was available to pay dividends. Further, the right of common shareholders to receive dividends may be subject to our prior payment of dividends on any outstanding shares of preferred stock.

Description of Preferred Stock

Our articles of incorporation authorize our board of directors to approve the issuance of preferred stock in one or more series, without shareholder action. Our board can determine the rights, preferences and limitations of each series. Before issuing a series of preferred stock, our board will adopt resolutions creating and designating the series as a series of preferred stock. Our board of directors has the authority to determine or fix the following terms with respect to shares of any series of preferred stock:

• the dividend rate, the dates of payment, and the date from which dividends will accumulate, if dividends are to be cumulative;

• whether and upon what terms the shares will be redeemable;

• whether and upon what terms the shares will have a sinking fund;

• whether and upon what terms the shares will be convertible or exchangeable;

• whether the shares will have voting rights and the terms thereof;

• any amounts payable to the holders upon liquidation or dissolution, if any;

• whether interests in the preferred stock will be represented by depositary shares; and

• any other preferences, qualifications, limitations, restrictions and special or relative rights.

These terms will be described in the prospectus supplement for any series of preferred stock that we offer. In addition, you should read the prospectus supplement relating to the particular series of preferred stock offered thereby for specific terms, including:

• the title of the series of preferred stock and the number of shares offered;

• the initial public offering price at which we will issue the preferred stock; and

• any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges and limitations and restrictions.

When we issue the preferred stock, the shares will be fully paid and non-assessable. This means that the full purchase price for the outstanding preferred stock will have been paid and the holder of the preferred stock will not be assessed any additional monies for the preferred stock. Unless the applicable prospectus supplement specifies otherwise:

• each series of preferred stock will rank senior to our common stock and equally in all respects with the outstanding shares of each other series of preferred stock; and

• holders of the preferred stock will have no preemptive rights to subscribe for any additional securities that we may issue in the future. This means that the holder of preferred stock will have no right, as holder of preferred stock, to buy any portion of preferred or common stock that we may issue in the future.

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Description of Common Stock

Listing. Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “SR.” Any additional common stock we issue will also be listed on the New York Stock Exchange.

Liquidation Rights. In the event of any dissolution, liquidation or winding up of our affairs voluntarily or involuntarily, the holders of our common stock will be entitled to receive the remainder, if any, of our assets after the payment of all our debts and liabilities and after the payment in full of any preferential amounts to which holders of any preferred stock may be entitled.

Voting Rights. Except as otherwise provided by law and subject to the voting rights of holders of our preferred stock that may be issued in the future, all voting power rests exclusively in the holders of shares of our common stock. Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote at a meeting of shareholders, including the election of directors. The common stock votes together as a single class. The holders of our common stock are not entitled to cumulate votes for the election of directors. At annual and special meetings of shareholders, the holders of a majority of the outstanding shares of common stock, present in person or by proxy, constitute a quorum.

Miscellaneous. The holders of our common stock have no preemptive or preferential rights to subscribe for or purchase any part of any new or additional issue of stock or securities convertible into stock. The outstanding shares of our common stock and the shares of common stock offered hereby will be, upon payment for them, fully paid and non-assessable. Our common stock does not contain any redemption provisions or conversion rights.

Transfer Agent and Registrar. Computershare Trust Company, N. A. acts as transfer agent and registrar for our common stock. Its address is P.O. Box 505000, Louisville, Kentucky 40233-5000. You can reach it at 1-800-884-4225.

Certain Anti-takeover Matters

It is not the intent of our board of directors to discourage legitimate offers to enhance shareholder value. Provisions of our articles of incorporation or bylaws, however, may have the effect of discouraging unilateral tender offers or other attempts to acquire our business. These provisions include the classification of our directors with three-year staggered terms, the requirement that director nominations by shareholders be made not less than 90 nor more than 120 days prior to the date of the shareholder meeting, and the ability of the board, without further action of the holders of common stock, to issue one or more series of preferred stock from time to time, which may have terms more favorable than the common stock, including, among other things, preferential dividend, liquidation, voting and redemption rights.

These provisions might discourage a potentially interested purchaser from attempting a unilateral takeover bid for us on terms that some shareholders might favor. If these provisions discourage potential takeover bids, they might limit the opportunity for our shareholders to sell their shares at a premium.

In addition, our articles of incorporation do not provide for cumulative voting in the election of directors. Cumulative voting permits shareholders to multiply their number of votes by the total number of directors being elected and to cast their total number of votes for one or more candidates in each shareholder’s discretion.

Our bylaws also include provisions setting forth specific conditions and restrictions under which business may be transacted at meetings of shareholders. For example, no business may be transacted at a meeting unless it is:

• specified in the notice of meeting;

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• otherwise brought before the meeting by or at the direction of the board of directors or a committee thereof; or

• brought before the meeting by a shareholder of record who provided notice and other specified information in writing to the corporate secretary not less than 90 nor more than 120 days prior to the meeting.

These provisions may restrict the content of the issues to be discussed at a shareholders meeting.

In addition, the issuance of authorized but unissued shares of our common or preferred stock may have an anti-takeover effect. These shares might be issued by our board of directors without shareholder approval in transactions that might prevent or render more difficult or costly the completion of a takeover transaction by, for example, diluting voting or other rights of the proposed acquiror. In this regard, our articles of incorporation grant the board of directors broad powers to establish the rights and preferences of the authorized but unissued preferred stock, one or more series of which could be issued entitling holders to vote separately as a class on any proposed merger or consolidation, to convert the stock into shares of our common stock or possibly other securities, to demand redemption at a specified price under prescribed circumstances related to a change in control or to exercise other rights designed to impede a takeover.

Missouri Shareholder Protection Statutes

We are subject to Missouri corporate statutes that restrict the voting rights of a person who acquires 20% or more of our outstanding common stock as well as that person’s ability to enter into a business combination with us.

The control share acquisition statute provides that shares acquired that would cause the acquiring person’s aggregate voting power to meet or exceed any of three thresholds (20%, 33-1/3% or a majority) have no voting rights unless such voting rights are granted by a majority vote of the holders of the shares not owned by the acquiring person or any of our officers or directors or employee-directors. The statute sets out a procedure under which the acquiring person may call a special shareholders meeting for the purpose of considering whether voting rights should be conferred. Acquisitions as part of a merger or exchange offer arising out of an agreement to which we are a party are exempt from the statute.

The business combination statute restricts transactions between us and a beneficial owner of 20% or more of our voting stock. A business combination is defined in the statute as any of the following transactions with or proposed by an interested shareholder: merger, consolidation, disposition of assets, significant securities issuance, liquidation, dissolution, reclassification of securities, loan, advance, guarantee, pledge or tax credit. Generally, the statute prohibits for five years from the date one becomes an interested shareholder a business combination between us and the interested shareholder unless the business combination or the interested shareholder’s stock acquisition was approved by our board of directors on or before that date. An interested shareholder may enter into a business combination with us after the five-year period if it is approved by holders of a majority of the outstanding shares not owned by the interested shareholder or if it meets certain consideration requirements.

Application of the control share acquisition and business combination statutes are automatic unless we take steps to “opt out” of their application. We have not “opted out” of the statutes.

DESCRIPTION OF DEPOSITARY SHARES

General

We may issue depositary shares representing fractional interests in shares of our preferred stock of any series. The following description sets forth certain general terms and provisions of the depositary shares to which

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any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which the general terms and provisions may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the depositary shares, deposit agreements and depositary receipts described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable deposit agreement and depositary receipts for additional information before you decide whether to purchase any of our depositary shares.

In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of any shares of preferred stock related to the depositary shares, we will deposit such shares of our preferred stock with the relevant depositary and will cause the depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest in the share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange, redemption, sinking fund, subscription and liquidation rights). The applicable prospectus supplement will describe the specific terms of the depositary shares offered thereby.

Book-Entry Securities

We may issue some or all of the depositary shares as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

DESCRIPTION OF STOCK PURCHASE CONTRACTS

AND STOCK PURCHASE UNITS

General

We may issue stock purchase contracts, including contracts obligating you to purchase from us, and us to sell to you, a specified number of shares of our preferred or common stock at a future date or dates. The price per share of stock and the number of shares of stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula described in the stock purchase contracts. We may issue stock purchase contracts separately or as part of units, often known as stock purchase units, consisting of a stock purchase contract and beneficial interests in:

• senior debt securities or junior subordinated debt securities; or

• debt obligations of third parties, including U.S. Treasury securities,

securing your obligations to purchase the stock under the stock purchase contract. The stock purchase contracts may require us to make periodic payments to you or vice versa, and these payments may be unsecured or prefunded on some basis. The stock purchase contracts may require you to secure your obligations in a specified manner. The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. The description in the applicable prospectus supplement will not necessarily be complete and is subject to, and qualified in its entirety by, all of the provisions of the relevant purchase contract and pledge agreement, a form of which is an exhibit to the registration statement of which this prospectus is a part.

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Book-Entry Securities

We may issue some or all of the stock purchase contracts and stock purchase units as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

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PLAN OF DISTRIBUTION

We may sell the offered securities through the solicitation of proposals of underwriters or dealers to purchase the offered securities, through underwriters or dealers on a negotiated basis, through agents or directly to a limited number of purchasers or to a single purchaser.

The prospectus supplement with respect to each offering of securities will set forth the terms of such offering, including:

• the name or names of any underwriters, dealers or agents;

• the purchase price of the offered securities and the proceeds to us from their sale;

• any underwriting discounts and commissions and other items constituting underwriters’ compensation;

• any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and

• any securities exchange on which the offered securities may be listed.

Any initial public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). We or one of our affiliates may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or otherwise.

Underwriters

If underwriters are used in the sale, they will acquire the offered securities for their own account and may resell them on one or more occasions in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering of securities will be named in the prospectus supplement relating to such offering and, if an underwriting syndicate is used, the names of the managing underwriter or underwriters will be set forth on the cover of that prospectus supplement. Unless otherwise set forth in the prospectus supplement relating thereto, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the offered securities if any are purchased.

Dealers

If dealers are utilized in the sale of offered securities, we will sell such offered securities to the dealers as principals. The dealers may then resell such offered securities to the public at varying prices to be determined by

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such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the applicable prospectus supplement.

Agents

The offered securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities will be named, and any commissions payable by us to such agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, any such agent will be acting on a best-efforts basis for the period of its appointment.

Direct Sales

The offered securities may be sold directly by us to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the applicable prospectus supplement.

Indemnification

Agents, dealers and underwriters and the persons who control them may be entitled under agreements with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which these agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for us or our subsidiaries in the ordinary course of business.

Remarketing

The offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment under their terms, or otherwise, by one or more firms (“remarketing firms”), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act, in connection with the offered securities they remarket. Remarketing firms may be entitled, under agreements that may be entered into with us, to indemnification or contribution by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions or perform services for us and our subsidiaries in the ordinary course of business.

No Assurance of Liquidity

The offered securities may or may not be listed on a national securities exchange. You should read the applicable prospectus supplement for a discussion of this matter. We cannot assure you there will be a market for any of the offered securities.

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LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for us by Mark C. Darrell, who serves as our Senior Vice President, Chief Legal and Compliance Officer, or Akin Gump Strauss Hauer & Feld, LLP, New York, New York. Mr. Darrell is a salaried employee and earns stock-based compensation on our common stock. As of May 7, 2019, Mr. Darrell beneficially owned 52,726 shares of our common stock. Pursuant to various stock and employee benefit plans, Mr. Darrell is eligible to purchase and receive shares of our common stock and to receive options to purchase shares of our common stock. Certain other legal matters may be passed upon for any underwriters or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. From time to time, Pillsbury Winthrop Shaw Pittman LLP acts as counsel for us and our affiliates for various matters.

EXPERTS

The consolidated financial statements, incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended September 30, 2018, and the effectiveness of Spire Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein and therein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in auditing and accounting.

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PROSPECTUS

SPIRE MISSOURI INC.

First Mortgage Bonds

Unsecured Debt Securities

Preferred Stock

Depositary Shares

We may offer for sale, from time to time, either separately or together in any combination, the securities described in this prospectus. Each time we sell securities pursuant to this prospectus, we will provide a supplement to this prospectus that contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus and the applicable prospectus supplement carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

We may sell the offered securities through the solicitation of proposals of underwriters or dealers to purchase the offered securities, through underwriters or dealers on a negotiated basis, through agents or directly to a limited number of purchasers or to a single purchaser. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. Please see the “Plan of Distribution” section of this prospectus.

Investing in our securities involves risks that are described in the “Risk Factors” section of this prospectus as well as in our annual, quarterly, and current reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference into this prospectus.

Our address is 700 Market Street, St. Louis, Missouri 63101 and our telephone number is 314-342-0500.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 14, 2019

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), this prospectus incorporates important information about us that is contained in documents that we file with the SEC but that is not included in or delivered with this prospectus. You may obtain copies of these documents without charge from the website maintained by the SEC at www.sec.gov as well as other sources. See “Where You Can Find More Information.” You may also obtain copies of the incorporated documents, without charge, upon written or oral request to our Corporate Secretary, Spire Missouri Inc., 700 Market Street, St. Louis, MO 63101 (314-342-0531).

This prospectus, any prospectus supplement and any free writing prospectus we authorize contain and incorporate by reference information that should consider when making your investment decision. We have not authorized anyone to provide you with any information other than information incorporated by reference or provided in this prospectus, any prospectus supplement and any free writing prospectus. We can take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. We will not make an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus, any prospectus supplement or the documents incorporated by reference herein or therein is accurate as of any date other than the date on the front of the applicable document.  Our business, financial condition, result of operations, and prospects may have changed since those dates.

TABLE OF CONTENTS

	Page
About This Prospectus		1
Risk Factors		1
Where You Can Find More Information		1
Forward-Looking Statements		2
Spire Missouri Inc.		3
Use of Proceeds		4
Description of First Mortgage Bonds		4
Description of Unsecured Debt Securities		11
Description of Preferred Stock		17
Description of Depositary Shares		18
Plan of Distribution		20
Legal Matters		22
Experts		22

The distribution of this prospectus may be restricted by law in certain jurisdictions. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

The terms “we,” “our,” “us” and “Company” refer to Spire Missouri Inc. unless the context suggests otherwise. The term “you” refers to a prospective investor.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we may offer and sell, from time to time, any combination of securities described in this prospectus in one or more offerings. We are required to obtain the authorization of the Missouri Public Service Commission before we can sell or issue these securities or use the proceeds of any sales other than as currently authorized.

This prospectus provides you with a general description of the securities we may offer. The registration statement we filed with the SEC, of which this prospectus is a part, includes or incorporates by reference exhibits that provide more detail on descriptions of matters discussed in this prospectus. Each time we offer and sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

RISK FACTORS

Investing in our securities involves risks. Before making an investment decision, you should read and carefully consider the risk factors described in our annual, quarterly and current reports filed with the SEC, which are incorporated by reference into this prospectus, as well as other information we include or incorporate by reference in this prospectus before making an investment decision. The prospectus supplement applicable to each type or series of securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular types of securities we are offering under that prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, and other information with the SEC. These SEC filings are available over the Internet at the SEC’s web site at “http://www.sec.gov” or on our parent’s, Spire Inc. (“Spire”), website at “http://www.spireenergy.com.” Information contained on Spire’s website does not constitute part of this prospectus.

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means we can disclose important information by referring you to those documents. The information we incorporate by reference is an important part of this prospectus or any prospectus supplement relating to an offering of our securities and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 and 15 of the Exchange Act from the time we file the registration statement of which this prospectus is a part until we sell all of the securities. These documents contain important information about us and our finances. Many of our reports are filed with the SEC on a combined basis by us, Spire and Spire Alabama Inc., another wholly owned subsidiary of Spire, but we are only incorporating the information that relates to us and not the information that relates to Spire or its other affiliates. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

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SEC Filings (File No. 1-1822)	Period/Date
Annual Report on Form 10-K	Year ended September 30, 2018
Quarterly Reports on Form 10-Q	Quarters ended  December 31, 2018 and March  31, 2019
Current Report on Form 8-K	December 7, 2018

You may request a copy of these filings at no cost by writing or telephoning us at the following address:

Spire Missouri Inc.

Attn: Investor Relations

700 Market Street, 6^th Floor

St. Louis, Missouri 63101

(314) 342-0878

FORWARD-LOOKING STATEMENTS

Certain matters contained in or incorporated by reference in this prospectus, excluding historical information, include forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

• Weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;

• Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments, and the impact on our competitive position in relation to suppliers of alternative heating sources, such as electricity;

• Changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells, expiration of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to our service areas;

• Acquisitions may not achieve their intended results;

• The Spire STL Pipeline project may be hindered or halted by regulatory, legal, operational or other obstacles;

• Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:

• allowed rates of return,

• incentive regulation,

• industry structure,

• purchased gas adjustment provisions,

• rate design structure and implementation,

• regulatory assets,

• non-regulated and affiliate transactions,

• franchise renewals,

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• environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety,

• taxes,

• pension and other postretirement benefit liabilities and funding obligations, or

• accounting standards;

• The results of litigation;

• The availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital markets;

• Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;

• Our ability to comply with all covenants in our indentures and credit facilities, any violations of which, if not cured in a timely manner, could trigger a default of our obligation;

• Capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;

• Discovery of material weakness in internal controls;

• The disruption, failure or malfunction of our information technology systems including due to cyberattacks; and

• Employee workforce issues, including but not limited to labor disputes and future wage and employee benefit costs including changes in discount rates and returns on benefit plan assets.

Readers are urged to consider the risks, uncertainties and other factors that could affect our business as described in this prospectus and the information incorporated by reference herein. All forward-looking statements made or incorporated by reference in this prospectus rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. We do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement in light of future events.

SPIRE MISSOURI INC.

We are the largest natural gas distribution utility in Missouri. We serve approximately 1.2 million residential, commercial and industrial customers through Spire Missouri East, which serves St. Louis and eastern Missouri, and Spire Missouri West, which serves Kansas City and western Missouri. Our utility operations are subject to the jurisdiction of the Missouri Public Service Commission. Generally, we sell gas for house heating, certain other household uses, and we sell and transport gas for commercial and industrial space heating and other industrial uses. We employed 2,358 persons at March 31, 2019.

For the fiscal year ended September 30, 2018, we had utility operating revenues of $1.3 billion. For the six months ended March 31, 2019, we had utility operating revenues of $970 million, approximately 74% of which came from sales to residential customers and 23% from sales to commercial and industrial customers. The balance of our utility operating revenues is primarily attributable to our on-system transportation services and our off-system sales, and capacity release services. Due to the seasonal nature of our business, earnings are typically concentrated in the November through April period, which generally corresponds with the heating season. We are a wholly owned subsidiary of Spire Inc. (NYSE:SR), a holding company, and we contributed approximately 65% and 69% of Spire’s consolidated operating revenues for the fiscal year ended September 30, 2018 and the six months ended March 31, 2019, respectively.

Our principal offices are located at 700 Market Street, St. Louis, Missouri, 63101 and our telephone number is 314-342-0500.

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USE OF PROCEEDS

Unless we state otherwise in any applicable prospectus supplement, we intend to use the net proceeds from any sale of the offered securities for general corporate purposes, including for working capital, repaying indebtedness, and funding capital projects and acquisitions.

We may set forth additional information on the use of net proceeds from a particular offering of securities in the prospectus supplement relating to that offering.

DESCRIPTION OF FIRST MORTGAGE BONDS

General

The following description sets forth certain general terms and provisions of first mortgage bonds that we may offer by this prospectus. We may issue first mortgage bonds from time to time in one or more series. Each series of first mortgage bonds will be issued under our Mortgage and Deed of Trust, dated as of February 1, 1945, to UMB Bank & Trust, n.a., successor trustee, as amended and supplemented by supplemental indentures and as may be further amended and supplemented from time to time, collectively referred to as our “mortgage.” Our mortgage is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and you should read our mortgage for provisions that may be important to you. Our mortgage has been qualified under the Trust Indenture Act of 1939, as amended.

The prospectus supplement relating to any series of first mortgage bonds being offered will include specific terms of that offering, including:

• the date or dates on which the principal of the first mortgage bonds will be payable and how it will be paid;

• the rate or rates at which the first mortgage bonds will bear interest;

• the date or dates from which interest on the first mortgage bonds will accrue, the interest payment dates on which interest will be paid, and the record dates for interest payments;

• the place for payment and for the registration and transfer of the first mortgage bonds;

• any date or dates on which, and the price or prices at which, the first mortgage bonds may be redeemed at our option and any restrictions on such redemption;

• any sinking fund or other provisions or options held by holders of first mortgage bonds that would obligate us to repurchase or otherwise redeem the first mortgage bonds; and

• any other terms of the first mortgage bonds not inconsistent with terms of our mortgage.

Unless otherwise indicated in the applicable prospectus supplement, the first mortgage bonds will be issued in denominations of $1,000 and integral multiples thereof. At March 31, 2019, we had outstanding $880 million principal amount of first mortgage bonds issued under our mortgage.

Payment and Paying Agent

Principal, interest and any premium on first mortgage bonds issued in the form of global securities will be paid as described in the applicable prospectus supplement.

Unless otherwise specified in the applicable prospectus supplement, interest on the first mortgage bonds payable on the applicable interest payment date will be paid to the person in whose name the first mortgage bond is registered at the close of business on the record date for the interest payment date. However, if we default in the payment of interest on any first mortgage bond, the defaulted interest will be paid to the person in whose name the first mortgage bond is registered on the date of payment of such defaulted interest.

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Unless otherwise specified in the applicable prospectus supplement, principal, interest and any premium on first mortgage bonds in certificated form will be payable at the corporate trust office of the trustee as paying agent for us, or we may direct payment of interest by checks mailed to the registered owners of the first mortgage bonds. We may change the place of payment on the first mortgage bonds, may appoint one or more additional paying agents (including us) and may remove any paying agent, all at our discretion.

Book-Entry Securities

We may issue some or all of the first mortgage bonds as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

Registration and Transfer

Unless otherwise indicated in the applicable prospectus supplement, first mortgage bonds will initially be issued in the form of one or more global securities, in registered form, without coupons, as described above under “Book-Entry Securities.” Except as described in the applicable prospectus supplement, owners of beneficial interests in a global security will not be entitled to have first mortgage bonds registered in their names, will not be entitled to receive physical delivery of any first mortgage bonds and will not be considered the registered holders of the bonds under our mortgage. First mortgage bonds may be exchanged for other first mortgage bonds of the same series in any authorized denominations for a like aggregate principal amount. Our mortgage allows us at our option to charge up to two dollars per first mortgage bond for a transfer or exchange as well as a sum sufficient to cover any applicable taxes or other governmental charges in either case. However, we are not required to make transfers or exchanges of first mortgage bonds:

• for a period of ten days prior to an interest payment date;

• for a period of fifteen days prior to the selection of first mortgage bonds for redemption; or

• of any first mortgage bonds called or selected for redemption in full.

Security

Our mortgage creates a continuing lien to secure the payment of the principal of, and interest and any premium on, all first mortgage bonds issued under our mortgage, which are in all respects equally and ratably secured without preference, priority or distinction. The lien of our mortgage covers substantially all of our properties (real, personal and mixed) and franchises, whether now owned or hereafter acquired, other than cash, shares of stock, obligations (including bonds, notes and other securities), property acquired for the purpose of sale or resale in the usual course of business or for consumption in the operation of our properties, construction equipment acquired for temporary use, vehicles and automobiles, and all judgments, accounts and choses in action.

Our mortgage allows certain permitted liens and encumbrances:

• restrictions, exceptions and reservations of easements, rights of way or otherwise contained in any and all deeds and/or other conveyances under or through which we claim title thereto;

• with respect to property acquired since the execution of our mortgage, all defects and limitations of title and all other encumbrances existing at the time of such acquisition, including any purchase money mortgage or lien created at the time of acquisition;

• defects of title with respect to certain real estate of minor importance acquired by us since 1945;

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• liens and deeds of trust on our leasehold estate at our general offices; and

• excepted encumbrances as defined in our mortgage.

Satisfaction and Discharge

We will be discharged from our obligations on the first mortgage bonds, or any portion of the principal amount of the first mortgage bonds, if we irrevocably deposit with the trustee sufficient cash to pay the principal, or portion of principal, interest and any other sums when due on the first mortgage bonds at their maturity, stated maturity date or redemption.

Our mortgage will be deemed satisfied and discharged when no first mortgage bonds issued under our mortgage remain outstanding and when we have paid all other sums payable by us under our mortgage.

Consolidation, Merger and Sale of Assets

Our mortgage does not prevent our consolidation with or merger into another corporation or our sale or lease of all or substantially all of the mortgaged property to a corporation provided:

• we effect the transaction so as to preserve and not impair the lien of our mortgage;

• any lease is subject to immediate termination by (a) us or the trustee at any time during a completed default under our mortgage or (b) a purchaser of the property at a sale under our mortgage; and

• the payment of the principal and interest of all first mortgage bonds issued under our mortgage and the performance and observance of all of our covenants and conditions in our mortgage are expressly assumed by the successor corporation.

The successor corporation may exercise our same powers and rights under our mortgage. Our mortgage will not become a lien upon any of the property or franchises of the successor corporation, except:

• property which the successor corporation may acquire or construct which becomes an integral part of the property covered by our mortgage;

• property used by the successor corporation as the basis under our mortgage for the issuance of first mortgage bonds; or

• franchises, repairs and additional property as may be acquired, made or constructed by the successor corporation (a) to maintain, renew and preserve the mortgaged property or (b) in pursuance of some covenant or agreement under our mortgage.

Our mortgage does not restrict transactions in which we are the surviving entity.

Eminent Domain Provision

If any governmental body or agency exercises any right that it may have through eminent domain or otherwise to purchase or designate a purchaser of all or substantially all of the mortgaged property, or if we sell all or substantially all of the mortgaged property to any governmental body or agency, then we shall have the right to redeem all first mortgage bonds outstanding under our mortgage. The first mortgage bonds would be redeemed at their principal amounts plus accrued interest to the date of redemption together with any premiums as may be required. We covenant that in any of such events we will deposit with the trustee an amount in cash as needed so that all monies then held by the trustee shall be sufficient to redeem all first mortgage bonds outstanding under our mortgage. The trustee will then take such steps as may be necessary to effect the redemption. The trustee will use the deposited monies for the redemption. If we fail to take any steps necessary to effect the prompt redemption of the first mortgage bonds, the trustee shall have the power, in our name or otherwise, to take such steps. The trustee, however, is under no obligation to take any such steps unless the amount of cash on deposit with the trustee shall be sufficient to effect the redemption.

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Dividend Restriction Covenant

Our mortgage contains several restrictions on our ability to pay dividends on our common stock. Under the most restrictive of these provisions, we may not declare or pay any dividend if, after the dividend, the aggregate net amount spent for all dividends after September 30, 1953 would exceed a maximum amount determined by using a formula in our mortgage, which is described below. This provision does not, however, restrict dividends paid in the form of our common stock. In addition, the amount we have spent on the acquisition or retirement of our common stock since that date is added to, and the amount received from the issuance of new stock is deducted from, the aggregate amount spent for dividends. Under our mortgage’s formula, the maximum amount is the sum of $8 million plus our earnings applicable to common stock (adjusted for stock repurchases and issuances) for the period from September 30, 1953, to the last day of the quarter before the declarations or payment date for the dividend. As of March 31, 2019, the amount under our mortgage’s formula that was available to pay dividends was $1,129 million.

Issuance of Additional First Mortgage Bonds

The aggregate amount of first mortgage bonds that may be issued under our mortgage is unlimited. Our board of directors shall determine, for each series of first mortgage bonds, denominations, maturity, interest rate, redemption or sinking fund provisions, and other terms. Sinking fund, redemption or maintenance and improvement fund provisions for first mortgage bonds of one series may be inapplicable to first mortgage bonds of another series.

Our mortgage permits the three different types of issuances of additional first mortgage bonds: (1) on the basis of unfunded property additions not subject to a prior lien, in a principal amount not exceeding 60% of the cost or fair value thereof, whichever is less; (2) on the basis of retired first mortgage bonds previously outstanding and not made the basis of certain credits under other provisions of our mortgage; and (3) on the basis of cash deposited with the trustee, which we may later withdraw after substituting either property additions or retired first mortgage bonds.

At March 31, 2019, approximately $800 million principal amount of first mortgage bonds was issuable under clause (1) above and $80 million of first mortgage bonds were issuable under clause (2) above.

Notwithstanding the foregoing, additional first mortgage bonds generally may not be issued unless our net earnings for 12 consecutive months within the 15 months preceding such issuance is equal to or greater than 2 ¹⁄₄ times the annual interest charges on all first mortgage bonds and prior lien bonds then outstanding and then being issued. We do not need to comply with the earnings test under clause (2) above if the interest attributable to the retired bonds was included in a net earnings certificate delivered to the trustee and the interest rate on the new first mortgage bonds is less than the interest rate of the retired bonds.

Release and Substitution of Property

Unless we are in default under our mortgage, property may be released against cash or, to a limited extent, purchase money mortgages, property additions, and the waiver of the right to issue first mortgage bonds. Any cash deposited may be withdrawn upon the basis of property additions and the waiver of the right to issue first mortgage bonds on the basis of property additions. Our mortgage contains special provisions with respect to pledged prior lien bonds.

Events of Default and Remedies

A “completed default” under our mortgage means any of the following:

• failure to pay the principal of any first mortgage bond when due, whether at its stated maturity or by declaration, redemption or otherwise;

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• failure to pay interest on any first mortgage bond within 60 days of when it is due;

• failure to pay any interest on or principal of any outstanding prior lien bonds within any applicable grace period;

• certain events involving our bankruptcy, insolvency or reorganization for a period of 90 days or more or our written admission of our inability to pay our debts generally as they mature; or

• failure to perform any covenant, agreement or condition in our mortgage within 90 days of notice thereof to us from the trustee.

Our mortgage provides that if a completed default happens, the trustee may, and upon written request of the holders of a majority in principal amount of the first mortgage bonds then outstanding will, declare the principal and accrued interest then owing immediately due and payable. However, after that declaration but before any sale under that declaration, the holders of a majority in principal amount of all outstanding first mortgage bonds may, under certain circumstances, rescind and annul the declaration if all agreements with respect to the completed default have been fully performed and all interest in arrears and expenses and charges have been paid. Upon the occurrence of a completed default, the trustee may take possession of, manage, and operate the property. In addition, the trustee may sell all of the property, or those parcels as the holders of a majority in principal amount of the first mortgage bonds outstanding may determine.

Subject to the provisions of our mortgage relating to the duties of the trustee, if an event of a completed default occurs and continues, the trustee is under no obligation to exercise any of its rights or powers under our mortgage unless the holders of a majority in principal amount of the first mortgage bonds then outstanding have requested the trustee to take action and have adequately indemnified the trustee. In addition, the holders of a majority in principal amount of the first mortgage bonds then outstanding have the right to direct the time, method, and place of conducting any proceedings for any remedy available to the trustee and to exercise any trust or power conferred on the trustee.

Our mortgage provides that the trustee, within 90 days after the occurrence of a completed default, will give notice to the holders of the default, unless the default is cured before the giving of the notice. In the case of a default in the payment of the principal of or interest on any of the first mortgage bonds, however, the trustee is protected in withholding notice if it determines in good faith that the withholding of the notice is in the interest of the holders of first mortgage bonds.

Holders of first mortgage bonds have no right to institute any suit, action or proceeding in equity or at law for the foreclosure of our mortgage, for the execution of any trust, for the appointment of a receiver or any other remedy unless:

• prior notice is given to the trustee of a completed default;

• holders of at least 25% of the first mortgage bonds then outstanding request the trustee, and offer it reasonable opportunity, to proceed;

• offer the trustee adequate security and indemnity; and

• the trustee within 60 days of the notice fails or refuses to institute such action.

Our mortgage also provides that a court in its discretion may require, in any suit to enforce any provision of our mortgage or against the trustee, the filing by the party filing the suit of an undertaking to pay the costs of the suit. The court may also assess reasonable costs including attorneys’ fees against any party to the suit. These provisions do not apply, however, to a suit filed by the trustee or any bondholder for the payment of principal or interest on any first mortgage bond on or after the stated due date of the first mortgage bond.

Compliance Certificates

We are required to furnish annually to the trustee a certificate as to compliance with all conditions and covenants under our mortgage. We must provide similar certificates to the trustee upon each release of property

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from the lien of our mortgage and upon each issuance of additional first mortgage bonds. Further, our mortgage requires us to deliver a similar certificate to the trustee each time we declare a dividend, make any other payment or distribution on our capital stock, or purchase, redeem, acquire or retire any shares of our capital stock.

Trustee

UMB Bank & Trust, n.a., is the trustee under our mortgage. Affiliates of this bank have provided in the past to us and our parent, Spire Inc., and may provide from time to time in the future certain commercial banking, investment banking and other services for us and our affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions.

Modification of Mortgage

Our mortgage contains provisions permitting modification of our mortgage by consent of the holders of two-thirds in principal amount of all first mortgage bonds whose rights are affected by such modification. However, no modification may:

• extend the maturity of the principal of any first mortgage bonds,

• reduce the rate of interest on any first mortgage bond,

• modify any other term of payment of principal and interest,

• deprive to any holder of a first mortgage bond the mortgage lien,

• create a lien on the mortgaged property ranking equal or prior to the mortgage lien, or

• reduce the percentage required for modification,

without the consent of any holder of first mortgage bonds affected by the modification. Holders of at least three-fourths in principal of the first mortgage bonds outstanding (including first mortgage bonds offered by this prospectus), however, may consent to the postponement of any interest payment for a period not exceeding three years from its due date.

Reservation of Rights

In the Thirty-second Supplemental Indenture dated as of August 13, 2013 for our first mortgage bonds 2.000% Series due August 15, 2018, 3.400% Series due August 15, 2023 and 4.625% Series due August 15, 2043 issued on August 13, 2013, we have reserved the right to amend or supplement our mortgage without any consent or other action of the holders of any first mortgage bonds of such or any subsequent series of first mortgage bonds, including our first mortgage bonds offered hereby:

• to provide that any “Treasurer’s certificate,” “engineer’s certificate” and “net earnings certificate” may be executed by additional officers of the Company;

• to provide for an increase in the bonding ratio of property additions to 75% from 60% such that first mortgage bonds may be authenticated upon the basis of property additions for a principal amount not exceeding 75% of the balance of the cost or fair value (whichever is less) of such property additions as calculated in accordance with the mortgage and to make related conforming changes in the mortgage;

• to provide for certain exclusions from the calculation of operating expenses in determining the net earnings of the Company for any net earnings certificate;

• to provide information for the delivery of notices to the trustee and the Company;

• to permit the Company to provide notice of redemption with respect to a series of first mortgage bonds on a conditional basis;

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• to permit the Company to release property from the lien of the mortgage; provided that the aggregate fair value of such property, together with all other property released pursuant to this provision in a given calendar year, does not exceed the greater of $20 million or 3% of the aggregate principal amount of first mortgage bonds outstanding and that the Company (i) deposits with the trustee an amount in cash equal to 75% of the aggregate cost or fair value (whichever is less) of any released properties that constitute funded property or (ii) identifies property additions not constituting funded property to take the place of the funded property being released, which property additions shall thereafter constitute funded property, and the Company shall waive the right to use such property additions as the basis for the authentication and delivery of bonds;

• to clarify the requirements for serving as a trustee under the mortgage and eliminate the requirement that the trustee have its principal office in the City of New York or the City of St. Louis;

• to provide that a corporation may succeed the trustee based on a transfer of substantially all of the corporate trust business of the trustee to such corporation;

• to increase to 25% from 15% the minimum holders in principal amount of first mortgage bonds outstanding necessary to request that the trustee call a meeting of bondholders;

• to provide that, for any meeting of bondholders, the holders of not less than a majority in principal amount of first mortgage bonds outstanding shall constitute a quorum;

• to provide that any modification or alteration of the mortgage shall be adopted by the affirmative vote of the holders of at least a majority in principal amount of first mortgage bonds outstanding entitled to vote on such matter;

• to provide that, in lieu of a meeting, bondholders may act for any purpose under Article XX of the mortgage in writing and otherwise in accordance with the mortgage;

• to correct or amplify the description of property subject to the lien of the mortgage, to better assure, convey and confirm to the trustee any property required to be subject to the mortgage or to subject additional property to the lien of the mortgage;

• to change or eliminate any provision of the mortgage or to add any new provision to the mortgage provided that the change, elimination or addition must not adversely affect the interests of the holders of the first mortgage bonds of any series;

• to provide that our mortgage shall be deemed to be amended to comply with the Trust Indenture Act of 1939, as in effect from time to time; and

• to make explicit that the mortgage shall be governed by and construed in accordance with the laws of the State of Missouri, subject to certain exceptions.

The amendments to the mortgage described above are intended to update the mortgage to reflect similar provisions in more recent first mortgage bond indentures of other comparable issuers. Each holder of first mortgage bonds issued on or after August 13, 2013, including our first mortgage bonds offered hereby, by its acquisition of an interest in such bonds, will irrevocably (a) consent to the amendments to the mortgage described above, whether as a condition precedent to the authentication and delivery of such bonds or otherwise, without any other or further action by any holder of such bonds, and (b) designate the Company, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendment at any meeting of bondholders, in lieu of any meeting of bondholders, in response to any consent solicitation or otherwise.

Maintenance and Improvement Fund

First mortgage bonds issued on and after June 9, 2006 are not, and our first mortgage bonds offered hereby will not be, entitled to the benefits of a maintenance and improvement fund. However, so long as the outstanding

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series of first mortgage bonds created prior to June 9, 2006 remain outstanding (i.e., our first mortgage bonds 6% Series due May 1, 2034, 5¹⁄₂% Series due May 1, 2019, 7.9% Series due September 15, 2030 and 7.0% Series due June 1, 2029), we will be required to comply with the maintenance and improvement fund requirements. Those requirements include paying annually to the trustee cash equal to 2³⁄₄% of the average amount of our gross property account less certain credits. These credits consist of:

• credit for ordinary maintenance and repairs to the mortgaged property in the calendar year in question;

• credit for expenditures since August 31, 1942 for property additions that have not been made the basis for the issuance of first mortgage bonds, for a prior credit or as to which the right to have first mortgage bonds authenticated has been waived (this credit is limited to the cost of mortgaged property retired subsequent to August 31, 1942);

• credit for property additions that could be the basis for the issuance of first mortgage bonds, but which first mortgage bonds have not yet been issued;

• credit for outstanding first mortgage bonds surrendered to the trustee for cancellation; and

• credit up to $2,000,000 for the payment of certain debentures that were issued in 1945 and have now been paid.

If the credits taken exceed the amount of the annual payment that would otherwise be required, the excess credits may be carried forward from year to year. We may choose to use these excess credits or to deposit cash into the fund. Any cash so deposited may be withdrawn on the basis of those credits or used to redeem first mortgage bonds. Any cash not so withdrawn or used within three years from the receipt thereof by the trustee shall be used by the trustee to redeem first mortgage bonds. The credit balance that is shown on the most recent certificate, which was filed in 2019 for the calendar year 2018 and may, therefore, be carried forward, is $76 million.

DESCRIPTION OF UNSECURED DEBT SECURITIES

General

The following description sets forth certain general terms and provisions of unsecured debt securities that we may offer by this prospectus. We may issue debt securities from time to time in one or more series. Each series of debt securities will be issued under our indenture between us and the trustee. The form of our indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and you should read our indenture for provisions that may be important to you. Our indenture will be qualified under the Trust Indenture Act of 1939, as amended.

The debt securities will be our direct senior, unsecured and unsubordinated general obligations. The debt securities will rank equally with any of our other senior, unsecured and unsubordinated debt. As of March 31, 2019, we had no short-term unsecured debt outstanding, $100 million of long-term unsecured debt outstanding, and $880 million principal amount, with $50 million in current obligations, of first mortgage bonds issued and outstanding under our mortgage. Our indenture does not restrict our ability to issue additional first mortgage bonds under our mortgage.

The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to that offering, including:

• the title of the debt securities;

• the total principal amount of the debt securities;

• the date or dates on which the principal of the debt securities will be payable and how it will be paid;

• the rate or rates at which the debt securities will bear interest, or how such rate or rates will be determined;

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• the date or dates from which interest on the debt securities will accrue, the interest payment dates on which interest will be paid, and the record dates for interest payments;

• any right to extend the interest payment periods for the debt securities and the duration of the extension;

• the percentage, if less than 100%, of the principal amount of the debt securities that will be payable if the maturity of the debt securities is accelerated;

• any date or dates on which, and the price or prices at which, the debt securities may be redeemed at our option and any restrictions on such redemptions;

• any sinking fund or other provisions or options held by holders of debt securities that would obligate us to repurchase or otherwise redeem the debt securities;

• any changes or additions to the events of default under our indenture or changes or additions to our covenants under our indenture;

• if the debt securities will be issued in denominations other than $1,000;

• if payments on the debt securities may be made in a currency or currencies other than United States dollars;

• any convertible feature or options regarding the debt securities;

• any rights or duties of another person to assume our obligations with respect to the debt securities;

• any collateral, security, assurance or guarantee for the debt securities; and

• any other terms of the debt securities not inconsistent with terms of our indenture.

Our indenture does not limit the principal amount of debt securities that may be issued. Our indenture allows debt securities to be issued up to the principal amount that may be authorized by us.

Debt securities may be sold at a discount below their principal amount. United States federal income tax considerations applicable to debt securities sold at an original issue discount may be described in the applicable prospectus supplement. In addition, certain United States federal income tax or other considerations applicable to any debt securities that are denominated or payable in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.

Except as may otherwise be described in the applicable prospectus supplement, the covenants contained in our indenture will not afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

Payment and Paying Agents

Except as may be provided in the applicable prospectus supplement, interest, if any, on each debt security payable on each interest payment date will be paid to the person in whose name such debt security is registered as of the close of business on the regular record date for the interest payment date. However, interest payable at maturity will be paid to the person to whom the principal is paid. If there has been a default in the payment of interest on any debt security, the defaulted interest may be paid to the holder of such debt security as of the close of business on a date to be fixed by the trustee, which will be between 10 and 15 days prior to the date proposed by us for payment of such defaulted interest or in any other manner permitted by any securities exchange on which such debt security may be listed, if the trustee finds it practicable.

Unless otherwise specified in the applicable prospectus supplement, principal of, and premium, if any, and interest, if any, on the debt securities at maturity will be payable upon presentation of the debt securities at the trustee’s corporate trust office. We may change the place of payment on the debt securities, may appoint one or more additional paying agents (including us) and may remove any paying agent, all at our discretion.

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Registration and Transfer

Unless otherwise specified in the applicable prospectus supplement, the transfer of debt securities may be registered, and debt securities may be exchanged for other debt securities of the same series or tranche, of authorized denominations and with the same terms and principal amount, at the trustee’s corporate trust office. We may change the place for registration of transfer and exchange of the debt securities and may designate additional places for such registration and exchange. Unless otherwise provided in the applicable prospectus supplement, no service charge will be made for any transfer or exchange of the debt securities. However, we may require payment to cover any tax or other governmental charge that may be imposed. We will not be required to execute or to provide for the registration of transfer of, or the exchange of, (a) any debt security during a period of 15 days prior to giving any notice of redemption or (b) any debt security selected for redemption except the unredeemed portion of any debt security being redeemed in part.

Book-Entry Securities

We may issue some or all of the debt securities as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

Defeasance and Discharge

Unless the applicable prospectus supplement states otherwise, the indenture, with respect to any and all series of debt securities, will be discharged and canceled (except for certain specified surviving obligations) if, among other things, we pay, in full, the principal of (and premium, if any) and interest on all series of the debt securities and all other sums required under the indenture and we deliver a certificate to the trustee stating that we have complied with all conditions precedent relating to the satisfaction and discharge of the indenture.

In addition, we may at any time terminate certain of our obligations under the indenture with respect to the debt securities of any series or terminate our obligations under certain covenants set forth in the indenture (after which any omission to comply with such obligations shall not constitute a default with respect to the debt securities) if we irrevocably deposit in trust with the trustee for the debt securities, for the benefit of the holders, cash or United States government obligations, or a combination thereof, in such amounts as will be sufficient to pay the principal of and premium and interest, if any, on the dates such payments are due in accordance with the terms of the indenture and the debt securities; provided that such funds shall have been on deposit with such trustee for a period of at least 90 days, or such trustee shall have received an opinion of counsel to the effect that payments to holders with such monies as proceeds are not recoverable as a preference under any applicable United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors. We must also comply with certain other conditions, including (under certain circumstances) the delivery of an opinion of counsel to the effect that the holder of the debt securities will not realize income, gain or loss for federal income tax purposes as a result of such defeasance. The opinion of counsel may be required to be accompanied by a ruling of the Internal Revenue Service issued to us or based on a change in law or regulation occurring after the date of the indenture.

Consolidation, Merger, and Sale of Assets

Under the terms of our indenture, we may not consolidate with or merge into any other entity or convey, transfer or lease our properties and assets substantially as an entirety to any entity, unless:

• the surviving or successor entity is organized and validly existing under the laws of any domestic jurisdiction and it expressly assumes our obligations on all debt securities and under our indenture;

• immediately after giving effect to the transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default shall have occurred and be continuing; and

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• we shall have delivered to the trustee an officer’s certificate and an opinion of counsel as to compliance with the foregoing.

The terms of our indenture do not restrict us in a merger in which we are the surviving entity.

Events of Default

“Event of default” when used in our indenture with respect to any series of debt securities, means any of the following:

• failure to pay interest, if any, on any debt security of the applicable series for 60 days after it is due;

• failure to pay the principal of or premium, if any, on any debt security of the applicable series within three business days after its maturity;

• failure to perform any other covenant in our indenture, other than a covenant that does not relate to that series of debt securities, that continues for 90 days after we receive written notice from the trustee, or we and the trustee receive a written notice from 33% of the holders of the debt securities of that series; however, the trustee or the trustee and the holders of such principal amount of debt securities of this series can agree to an extension of the 90-day period and that an agreement to extend will be automatically deemed to occur if we are diligently pursuing action to correct the default;

• certain events involving our bankruptcy, insolvency or reorganization; or

• any other event of default included in any supplemental indenture or officer’s certificate for a specific series of debt securities.

The trustee may withhold notice to the holders of debt securities of any default, except default in the payment of principal, premium or interest, if it considers such withholding of notice to be in the interests of the holders. An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under our indenture.

Remedies

If an event of default with respect to fewer than all the series of debt securities occurs and continues, either the trustee or the holders of at least 33% in principal amount of the debt securities of such series may declare the entire principal amount of all the debt securities of such series, together with accrued interest, to be due and payable immediately. However, if the event of default is applicable to all outstanding debt securities under our indenture, only the trustee or holders of at least 33% in principal amount of all outstanding debt securities of all series, voting as one class, and not the holders of any one series, may make such a declaration of acceleration.

At any time after a declaration of acceleration with respect to the debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the event of default giving rise to such declaration of acceleration will be considered waived, and such declaration and its consequences will be considered rescinded and annulled, if:

• we have paid or deposited with the trustee a sum sufficient to pay:

• all overdue interest, if any, on all debt securities of the series;

• the principal of, and premium, if any, on, any debt securities of the series which have otherwise become due and interest, if any, that is currently due;

• interest, if any, on overdue interest; and

• all amounts due to the trustee under our indenture; or

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• any other event of default with respect to the debt securities of that series has been cured or waived as provided in our indenture.

There is no automatic acceleration, even in the event of our bankruptcy, insolvency or reorganization.

Other than its duties in case of an event of default, the trustee is not obligated to exercise any of its rights or powers under our indenture at the request, order or direction of any of the holders, unless the holders offer the trustee a reasonable indemnity. If they provide a reasonable indemnity, the holders of a majority in principal amount of any series of debt securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee. However, if the event of default relates to more than one series, only the holders of a majority in aggregate principal amount of all affected series will have the right to give this direction. The trustee is not obligated to comply with directions that conflict with law or other provisions of our indenture.

No holder of debt securities of any series will have any right to institute any proceeding under our indenture, or to exercise any remedy under our indenture, unless:

• the holder has previously given to the trustee written notice of a continuing event of default;

• the holders of a majority in aggregate principal amount of the outstanding debt securities of all series in respect of which an event of default shall have occurred and be continuing have made a written request to the trustee and have offered reasonable indemnity to the trustee to institute proceedings; and

• the trustee has failed to institute any proceeding for 60 days after notice and has not received any direction inconsistent with the written request of holders during that period.

However, such limitations do not apply to a suit by a holder of a debt security for payment of the principal of, or premium, if any, or interest, if any, on, a debt security on or after the applicable due date.

Annual Notice to Trustee

We will provide to the trustee an annual statement by an appropriate officer as to our compliance with all conditions and covenants under our indenture.

Modification and Waiver

We and the trustee may enter into one or more supplemental indentures without the consent of any holder of debt securities for any of the following purposes:

• to evidence the assumption by any permitted successor of our covenants in our indenture and in the debt securities;

• to add additional covenants or to surrender any of our rights or powers under our indenture;

• to add additional events of default;

• to change, eliminate, or add any provision to our indenture; provided, however, if the change, elimination, or addition will adversely affect the interests of the holders of debt securities of any series in any material respect, such change, elimination, or addition will become effective only:

• when the consent of the holders of debt securities of such series has been obtained in accordance with our indenture; or

• when no debt securities of the affected series remain outstanding under our indenture;

• to provide collateral security for all but not part of the debt securities;

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• to establish the form or terms of debt securities of any other series as permitted by our indenture;

• to provide for the authentication and delivery of bearer securities and coupons attached thereto;

• to evidence and provide for the acceptance of appointment of a successor trustee;

• to provide for the procedures required for use of a noncertificated system of registration for the debt securities of all or any series;

• to change any place where principal, premium, if any, and interest shall be payable, debt securities may be surrendered for registration of transfer or exchange and notices to us may be served; or

• to cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under our indenture, provided that such action shall not adversely affect the interests of the holders of debt securities of any series in any material respect.

The holders of at least a majority in aggregate principal amount of the debt securities of all series then outstanding may waive our compliance with certain restrictive provisions of our indenture. The holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any past default under our indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of our indenture that cannot be modified or be amended without the consent of the holder of each outstanding debt security of the series affected.

If the Trust Indenture Act of 1939 is amended after the date of our indenture in such a way as to require changes to our indenture, our indenture will be deemed to be amended so as to conform to such amendment of the Trust Indenture Act of 1939. We and the trustee may, without the consent of any holders, enter into one or more supplemental indentures to evidence such an amendment.

The consent of the holders of a majority in aggregate principal amount of the debt securities of all series then outstanding is required for all other modifications to our indenture. However, if less than all of the series of debt securities outstanding are directly affected by a proposed supplemental indenture, then the consent only of the holders of a majority in aggregate principal amount of all series that are directly affected will be required. No such amendment or modification may:

• change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount of any debt security or its rate of interest or change the method of calculating such interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any debt security, without the consent of the holder;

• reduce the percentage in principal amount of the outstanding debt securities of any series whose consent is required for any supplemental indenture or any waiver of compliance with a provision of our indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting, without the consent of all the holders of the series; or

• modify certain of the provisions of our indenture relating to supplemental indentures, waivers of certain covenants and waiver of past defaults with respect to the debt securities of any series, without the consent of the holder of each outstanding debt security affected thereby.

A supplemental indenture that changes our indenture solely for the benefit of one or more particular series of debt securities, or modifies the rights of the holders of debt securities of one or more series, will not affect the rights under our indenture of the holders of the debt securities of any other series.

Our indenture provides that debt securities owned by us or anyone else required to make payment on the debt securities shall be disregarded and considered not to be outstanding in determining whether the required holders have given a request or consent.

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We may fix in advance a record date to determine the required number of holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or other act of the holders, but we shall have no obligation to do so. If a record date is fixed for that purpose, the request, demand, authorization, direction, notice, consent, waiver or other act of the holders may be given before or after that record date, but only the holders of record at the close of business on that record date will be considered holders for the purposes of determining whether holders of the required percentage of the outstanding debt securities have authorized or agreed or consented to the request, demand, authorization, direction, notice, consent, waiver or other act of the holders. For that purpose, the outstanding debt securities shall be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder shall bind every future holder of the same debt securities and the holder of every debt security issued upon the registration of transfer of or in exchange of those debt securities. A transferee will be bound by acts of the trustee or us taken in reliance upon an act of holders whether or not notation of that action is made upon that debt security.

Notices

Notices to holders of debt securities will be given by mail to the addresses of the holders as they may appear in the security register for the debt securities.

Title

We, the trustee, and any agent of us or the trustee, may treat the person in whose name debt securities are registered as the absolute owner of those debt securities, whether or not those debt securities may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary.

Governing Law

Our indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Regarding the Trustee

We will appoint the trustee under our indenture. A trustee may resign at any time by giving written notice to us or may be removed at any time by act of the holders of a majority in principal amount of all series of debt securities then outstanding delivered to the trustee and us. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by a successor trustee. So long as no event of default or event which, after notice or lapse of time, or both, would become an event of default has occurred and is continuing and except with respect to a trustee appointed by act of the holders, if we have delivered to the trustee a resolution of our board of directors appointing a successor trustee and that successor has accepted such appointment in accordance with the terms of our indenture, the trustee will be deemed to have resigned and the successor will be deemed to have been appointed as trustee in accordance with our indenture.

DESCRIPTION OF PREFERRED STOCK

General

The following description of our preferred stock is a summary and is qualified by reference to (1) our articles of incorporation and bylaws that have been previously filed with the SEC and are exhibits to the registration statement of which this prospectus is a part and (2) the applicable provisions of The Missouri General and Business Corporation Law.

Under our articles of incorporation, we are authorized to issue up to 1,480,000 shares of preferred stock, $25 par value per share. At March 31, 2019, no shares of preferred stock were issued and outstanding.

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Description of Preferred Stock

Our articles of incorporation authorize our board of directors to approve the issuance of preferred stock in one or more series, without shareholder action. Our board can determine the rights, preferences and limitations of each series. Prior to the issuance of a series of preferred stock, our board will adopt resolutions creating and designating the series as a series of preferred stock. Our board of directors has the authority to determine or fix the following terms with respect to shares of any series of preferred stock:

• the dividend rate, the dates of payment, and the date from which dividends will accumulate, if dividends are to be cumulative;

• whether and upon what terms the shares will be redeemable;

• whether and upon what terms the shares will have a sinking fund;

• whether and upon what terms the shares will be convertible or exchangeable;

• whether the shares will have voting rights and the terms thereof;

• any amounts payable to the holders upon liquidation or dissolution, if any;

• whether interests in the preferred stock will be represented by depositary shares; and

• any other preferences, qualifications, limitations, restrictions and special or relative rights.

These terms will be described in the prospectus supplement for any series of preferred stock that we offer. In addition, you should read the prospectus supplement relating to the particular series of preferred stock offered thereby for specific terms, including:

• the title of the series of preferred stock and the number of shares offered;

• the initial public offering price at which we will issue the preferred stock;

• any convertible feature of the series of preferred stock; and

• any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges and limitations and restrictions.

When we issue the preferred stock, the shares will be fully paid and non-assessable. This means that the full purchase price for the outstanding preferred stock will have been paid and the holder of such preferred stock will not be assessed any additional monies for such preferred stock. Unless the applicable prospectus supplement specifies otherwise:

• each series of preferred stock will rank senior to our common stock and equally in all respects with the outstanding shares of each other series of preferred stock; and

• the preferred stock will have no preemptive rights to subscribe for any additional securities that we may issue in the future. This means that the holder of preferred stock will have no right, as holder of preferred stock, to buy any portion of those issued securities.

DESCRIPTION OF DEPOSITARY SHARES

General

We may issue depositary shares representing fractional interests in shares of our preferred stock of any series. The following description sets forth certain general terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which the general terms and provisions may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any

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particular terms of the depositary shares, deposit agreements and depositary receipts described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable deposit agreement and depositary receipts for additional information before you decide whether to purchase any of our depositary shares.

In connection with the issuance of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement. Immediately following our issuance of any shares of preferred stock related to the depositary shares, we will deposit such shares of our preferred stock with the relevant depositary and will cause the depositary to issue, on our behalf, the related depositary receipts. Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fractional interest in the share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject to all of the limitations and restrictions on, the preferred stock represented by the depositary receipt (including, if applicable, dividend, voting, conversion, exchange, redemption, sinking fund, subscription and liquidation rights). The applicable prospectus supplement will describe the specific terms of the depositary shares offered thereby.

Book-Entry Securities

We may issue some or all of the depositary shares as book-entry securities. Any such book-entry securities will be represented by one or more fully registered global certificates. We will register each global security with or on behalf of a securities depositary identified in the applicable prospectus supplement. Each global security will be deposited with the securities depositary or its nominee or a custodian for the securities depositary.

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PLAN OF DISTRIBUTION

We may sell the offered securities through the solicitation of proposals of underwriters or dealers to purchase the offered securities, through underwriters or dealers on a negotiated basis, through agents or directly to a limited number of purchasers or to a single purchaser.

The prospectus supplement with respect to each offering of securities will set forth the terms of such offering, including:

• the name or names of any underwriters, dealers or agents;

• the purchase price of the offered securities and the proceeds to us from their sale;

• any underwriting discounts and commissions and other items constituting underwriters’ compensation;

• any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and

• any securities exchange on which the offered securities may be listed.

Any initial public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Underwriters

If underwriters are used in the sale, they will acquire the offered securities for their own account and may resell them on one or more occasions in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The offered securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. The underwriter or underwriters with respect to a particular underwritten offering of securities will be named in the prospectus supplement relating to such offering and, if an underwriting syndicate is used, the names of the managing underwriter or underwriters will be set forth on the cover of that prospectus supplement. Unless otherwise set forth in the prospectus supplement relating thereto, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the offered securities if any are purchased.

Dealers

If dealers are utilized in the sale of offered securities, we will sell such offered securities to the dealers as principals. The dealers may then resell such offered securities to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the applicable prospectus supplement.

Agents

The offered securities may be sold directly by us or through agents designated by us from time to time. Any agent involved in the offer or sale of the offered securities will be named, and any commissions payable by us to such agent will be set forth, in the applicable prospectus supplement. Unless otherwise indicated in the applicable prospectus supplement, any such agent will be acting on a best-efforts basis for the period of its appointment.

Direct Sales

The offered securities may be sold directly by us to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to any resale thereof. The terms of any such sales will be described in the applicable prospectus supplement.

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Indemnification

Agents, dealers and underwriters and the persons who control them may be entitled under agreements with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which these agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

Remarketing

The offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment under their terms, or otherwise, by one or more firms (“remarketing firms”), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act, in connection with the offered securities they remarket. Remarketing firms may be entitled, under agreements that may be entered into with us, to indemnification or contribution by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions or perform services for us in the ordinary course of business.

No Assurance of Liquidity

The offered securities may or may not be listed on a national securities exchange. You should read the applicable prospectus supplement for a discussion of this matter. We cannot assure you there will be a market for any of the offered securities.

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LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for us by Mark C. Darrell, who serves as Senior Vice President, Chief Legal and Compliance Officer of Spire, or Akin Gump Strauss Hauer & Feld LLP, New York, New York. Mr. Darrell is a salaried employee and earns stock-based compensation on Spire’s common stock. As of May 7, 2019, Mr. Darrell beneficially owned 52,726 shares of Spire’s common stock. Pursuant to various stock and employee benefit plans, Mr. Darrell is eligible to purchase and receive shares of Spire’s common stock and to receive options to purchase shares of Spire’s common stock. He does not own any Spire Missouri Inc. securities. Certain other legal matters may be passed upon for any underwriters or agents by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. From time to time, Pillsbury Winthrop Shaw Pittman LLP acts as counsel for us and our affiliates for various matters.

EXPERTS

The financial statements for Spire Missouri Inc., incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended September 30, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein and therein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the issuance and sale of the securities being registered.

Filing Fee Securities and Exchange Commission Registration Statement	$	*
*Accountants’ fee		**
*Printing costs		**
*Fees and Expenses of Trustees and/or Transfer Agent and Registrar and Depositary		**
*Legal Fees		**
*Rating Agencies’ Fees		**
*Miscellaneous expense (including blue sky expense)		**
Total Expenses	$	**

* In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrants are deferring payment of the registration fee relating to the securities offered hereby and will pay “pay-as-you-go registration fees.”

** Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of securities are not currently determinable. The estimate of such expenses in connection with securities to be offered and sold pursuant to this registration statement will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers

Spire Inc.:

The General and Business Corporation Law of Missouri provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, a corporation may not indemnify such a person against judgments and fines, and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for proper expenses.

Missouri law also provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in defense of any such action, suit, or proceeding or of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the action, suit, or proceeding.

The statute also provides that a corporation may provide additional indemnification to any person indemnifiable as described above, provided such additional indemnification is authorized by the corporation’s articles of incorporation or shareholder-approved bylaw or agreement, and provided further that no person shall be indemnified against conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

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The Registrant’s articles of incorporation provide that it shall indemnify each of its directors and officers to the full extent permitted by the General and Business Corporation Law of Missouri and, in addition, shall indemnify each of them against all expenses incurred in connection with any claim by reason of the act that such director or officer is or was, serving the Registrant, or at its request, in any of the capacities referred to in the General and Business Corporation Law of Missouri, or arising out of such person’s status in any such capacity, provided that the Registrant shall not indemnify any person from or on account of such person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, or to the extent that such indemnification shall otherwise be finally adjudged to be prohibited by applicable law. The Registrant’s articles also allow it to indemnify any other person as permitted by The General and Business Corporation Law of Missouri.

The Registrant has also entered into indemnification agreements with each of its directors and officers that (1) provide for the indemnification of each such director and officer to the extent provided for by the Registrant’s articles of incorporation as described above and (2) state that the indemnification provided thereunder shall survive the elimination or modification of the Registrant’s articles of incorporation with respect to claims that have arisen prior to such elimination or modification.

The Registrant’s articles further provide that no present or former director shall be personally liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director other than (i) for any breach of the director’s duty of loyalty to the Registrant or its shareholders, (ii) for acts or omissions not in subjective good faith or that involve intentional misconduct or a knowing violation of law, (iii) for the payment of an illegal dividend as provided in Section 351.345 of The General and Business Corporation Law of Missouri, or (iv) for any transaction from which the director derived an improper personal benefit. To the extent that The General and Business Corporation Law of Missouri is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the full extent permitted by The General and Business Corporation Law of Missouri as so amended.

The Registrant has obtained insurance protecting the officers and directors against certain liabilities.

The rights of indemnification provided for above are not exclusive of any other rights of indemnification to which the persons seeking indemnification may be entitled under the Registrant’s articles of incorporation or bylaws or any agreement, vote of stockholders or disinterested directors, or otherwise.

Spire Missouri Inc.:

The General and Business Corporation Law of Missouri provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, a corporation may not indemnify such a person against judgments and fines, and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for proper expenses.

Missouri law also provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in defense of any such action, suit, or proceeding or of any claim, issue or matter therein, he

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or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the action, suit, or proceeding.

The statute also provides that a corporation may provide additional indemnification to any person indemnifiable as described above, provided such additional indemnification is authorized by the corporation’s articles of incorporation or shareholder-approved bylaw or agreement, and provided further that no person shall be indemnified against conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

The Registrant’s articles of incorporation provide that it shall indemnify each of its directors and officers to the full extent permitted by the General and Business Corporation Law of Missouri and, in addition, shall indemnify each of them against all expenses incurred in connection with any claim by reason of the act that such director or officer is or was, serving the Registrant, or at its request, in any of the capacities referred to in the General and Business Corporation Law of Missouri, or arising out of such person’s status in any such capacity, provided that the Registrant shall not indemnify any person from or on account of such person’s conduct that was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, or to the extent that such indemnification shall otherwise be finally adjudged to be prohibited by applicable law.

The Registrant has also entered into indemnification agreements with each of its directors and officers that (1) provide for the indemnification of each such director and officer to the extent provided for by the Registrant’s articles of incorporation as described above and (2) state that the indemnification provided thereunder shall survive the elimination or modification of the Registrant’s articles of incorporation with respect to claims that have arisen prior to such elimination or modification.

The Registrant has obtained insurance protecting the officers and directors against certain liabilities.

The rights of indemnification provided for above are not exclusive of any other rights of indemnification to which the persons seeking indemnification may be entitled under the Registrant’s articles of incorporation or bylaws or any agreement, vote of stockholders or disinterested directors, or otherwise.

Item 16. List of Exhibits

1.1**	Underwriting and Distribution Agreements.
4.1*	Articles of Incorporation of Spire Inc., as amended, effective as of April 28, 2016; filed on May  3, 2016, as Exhibit 3.1 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).
4.2*	Spire Missouri Inc.’s Amended Articles of Incorporation, as amended, effective August  30, 2017; filed as Exhibit 3.1 to Spire Missouri Inc.’s Current Report on Form 8-K filed September 1, 2017 (File No. 1-1822).
4.3*	Bylaws of Spire Inc., as amended, effective as of April 28, 2016; filed on May  3, 2016, as Exhibit 3.2 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).
4.4*	Amended Bylaws of Spire Missouri Inc. effective as of August 30, 2017; filed on September  1, 2017, as Exhibit 3.2 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.5*	Indenture of Spire Inc. relating to senior debt, dated as of August 19, 2014; filed on August  19, 2014, as Exhibit 4.1 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).
4.6*	First Supplemental Indenture of Spire Inc. relating to senior debt, dated as of August 19, 2014; filed on August  19, 2014, as Exhibit 4.2 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).
4.7*	Second Supplemental Indenture of Spire Inc. relating to senior debt, dated as of February 27, 2017; filed on February  27, 2017, as Exhibit 4.2 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).

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4.8*	Indenture of Spire Inc. relating to junior subordinated debt, dated as of June 11, 2014; filed on June  11, 2014, as Exhibit 4.1 to Spire Inc.’s Current Report on Form 8-K (File No. 1-16681).
4.9*	Form of Purchase Contract and Pledge Agreement of Spire Inc.; filed as Exhibit 4.3 to Spire Inc.’s Post-Effective Amendment No.  1 to Registration Statement on Form S-3 on June 3, 2014 (File No. 333-190388).
4.10*	Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to Registration Statement No. 2-5586 (File No. 1-1822).
4.11*	Fourteenth Supplemental Indenture, dated as of October 26, 1976; filed on June 26, 1979 as Exhibit b-4 to Registration Statement No. 2-64857 (File No. 1-1822).
4.12*	Twenty-Third Supplemental Indenture, dated as of October 15, 1997; filed on November  6, 1997, as Exhibit 4.01 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.13*	Twenty-Fourth Supplemental Indenture, dated as of June 1, 1999; filed on June  4, 1999, as Exhibit 4.01 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.14*	Twenty-Fifth Supplemental Indenture, dated as of September 15, 2000; filed on September  21, 2000, as Exhibit 4.01 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.15*	Twenty-Seventh Supplemental Indenture, dated as of April 15, 2004; filed on April  28, 2004, as Exhibit 4.01 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.16*	Twenty-Eighth Supplemental Indenture, dated as of April 15, 2004; filed on April  28, 2004, as Exhibit 4.02 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.17*	Twenty-Ninth Supplemental Indenture, dated as of June 1, 2006; filed on June  9, 2006, as Exhibit 4.1 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.18*	Thirtieth Supplemental Indenture, dated as of September 15, 2008; filed on September  23, 2008, as Exhibit 4.1 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.19*	Thirty-First Supplemental Indenture, dated as of March 15, 2013; filed as Exhibit 4.1 to the Spire Missouri Inc.’s Form 10-Q for the quarter ended March 31, 2013 (File No. 1-1822).
4.20*	Thirty-Second Supplemental Indenture, dated as of August 13, 2013; filed on August  13, 2013, as Exhibit 4.1 to Spire Missouri Inc.’s Current Report on Form 8-K (File No. 1-1822).
4.21*	Bond Purchase Agreement dated March  20, 2017, among Laclede Gas Company and certain institutional purchasers party thereto (including Form of Thirty-Third Supplemental Indenture); filed as Exhibit 4.4 to Spire Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (File No. 1-16681).
4.22*	Form of additional Supplemental Indenture(s) for the first mortgage bonds; filed as Exhibit 4.14 to Spire Missouri Inc.’s Registration Statement on Form S-3 on August 6, 2013 (File No. 333-190388-01).
4.23*	Form of Indenture for the Unsecured Debt Securities filed as Exhibit 4.12 to Spire Missouri Inc.’s Registration Statement on Form S-3 on March 20, 2007 (File No. 333-141439).
4.24**	Form of Certificate of Designations for Preferred Stock of Spire Inc. (including the form of preferred stock certificate).
4.25**	Form of Deposit Agreement of Spire Inc. (including the form of depositary receipt).
4.26**	Form of Certificate of Designations for Preferred Stock of Spire Missouri Inc. (including the form of preferred stock certificate).

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4.27**	Form of Deposit Agreement of Spire Missouri Inc. (including the form of depositary receipt).
5.1	Opinion of Mark C. Darrell, Esq. (Spire Inc.).
5.2	Opinion of Mark C. Darrell, Esq. (Spire Missouri Inc.).
5.3	Opinion of Akin Gump Strauss Hauer & Feld LLP (Spire Inc.).
5.4	Opinion of Akin Gump Strauss Hauer & Feld LLP (Spire Missouri Inc.).
23.1	Consent of Mark C. Darrell, Esq. (included in Exhibit 5.1 herewith).
23.2	Consent of Mark C. Darrell, Esq. (included in Exhibit 5.2 herewith).
23.3	Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.3 herewith).
23.4	Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.4 herewith).
23.5	Consent of Deloitte & Touche LLP.
24.1	Power of Attorney for Spire Inc.
24.2	Power of Attorney for Spire Missouri Inc.
25.1	Form T-1, Statement of Eligibility of Commerce Bank, as trustee for the Senior Debt Securities of Spire Inc.
25.2	Form T-1, Statement of Eligibility of U.S. Bank National Association, as trustee for the Junior Subordinated Debt Securities of Spire Inc.
25.3	Form T-1, Statement of Eligibility of UMB Bank & Trust, N.A., as trustee for the First Mortgage Bonds of Spire Missouri Inc.
25.4†	Form T-1, Statement of Eligibility of trustee for the Unsecured Debt Securities of Spire Missouri Inc.

*   Incorporated by reference.

** To be filed by amendment or incorporated by reference in connection with the offering of securities.

†   To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

Item 17. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(7) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of trustees to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on May 14, 2019.

SPIRE INC.
By:	/s/ Steven P. Rasche
	Steven P. Rasche Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Suzanne Sitherwood         Suzanne Sitherwood	Director, President and Chief Executive Officer (Principal Executive Officer)	May 14, 2019
/s/    Steven P. Rasche         Steven P. Rasche	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 14, 2019
/s/    Edward L. Glotzbach         Edward L. Glotzbach	Chairman of the Board	May 14, 2019
/s/    Mark A. Borer         Mark A. Borer	Director	May 14, 2019
/s/    Maria V. Fogarty         Maria V. Fogarty	Director	May 14, 2019
/s/    Rob L. Jones         Rob L. Jones	Director	May 14, 2019
/s/    Brenda D. Newberry         Brenda D. Newberry	Director	May 14, 2019
/s/    Stephen S. Schwartz         Stephen S. Schwartz	Director	May 14, 2019
/s/    John P. Stupp, Jr.         John P. Stupp, Jr.	Director	May 14, 2019
/s/    Mary Ann Van Lokeren         Mary Ann Van Lokeren	Director	May 14, 2019

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, and State of Missouri, on May 14, 2019.

SPIRE MISSOURI INC.
By:	/s/ Steven P. Rasche
	Steven P. Rasche Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    Steven L. Lindsey         Steven L. Lindsey	Director and Chief Executive Officer (Principal Executive Officer)	May 14, 2019
/s/    Scott B. Carter         Scott B. Carter	Director and President	May 14, 2019
/s/    Steven P. Rasche         Steven P. Rasche	Director and Chief Financial Officer (Principal Financial and Accounting Officer)	May 14, 2019
/s/    Suzanne Sitherwood         Suzanne Sitherwood	Director	May 14, 2019
/s/    Mark C. Darrell         Mark C. Darrell	Director	May 14, 2019

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

May 14, 2019

Spire Inc.

700 Market Street

St. Louis, Missouri 63101

Re:    Shelf  Registration Statement on Form S-3

Ladies and Gentlemen:

I am Senior Vice President, Chief Legal and Compliance Officer of Spire Inc., a Missouri corporation (the “Company”), and in that capacity I am familiar with the preparation of the registration statement on Form S-3, as may be amended from time to time (the “Registration Statement”), filed by the Company and its wholly owned subsidiary, Spire Missouri Inc., a Missouri corporation, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on the date hereof. The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the “Prospectus”) and one or more supplements, free writing prospectuses or other offering materials with respect to the Prospectus (each, a “Prospectus Supplement”), by the Company of an unspecified number or amount and aggregate initial offering price of securities (the “Securities”) consisting of (a) senior debt securities, (b) junior subordinated debt securities (together with clause (a), the “Debt Securities”), (c) shares of the Company’s Preferred Stock, $25.00 par value per share (the “Preferred Stock”), (d) shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), (e) the Company’s depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”), (f) stock purchase contracts of the Company for purchase and sale of Preferred Stock or Common Stock (the “Stock Purchase Contracts”) and (g) stock purchase units of the Company consisting of (x) a Stock Purchase Contract and (y) a beneficial interest in Debt Securities or debt obligations of third parties (including U.S. Treasury Securities) (the “Stock Purchase Units”). The Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have examined originals or certified copies of (a) the Registration Statement, (b) the Indenture (For Unsecured Debt Securities), dated as of August 19, 2014, between the Company and Commerce Bank, as successor trustee (the “Senior Debt Trustee”), under which the Senior Debt Securities will be issued, filed as Exhibit 4.5 to the Registration Statement (as amended,

supplemented or modified from time to time, the “Senior Debt Indenture”), (c) the Junior Subordinated Debt Indenture, between the Company and U.S. Bank, National Association, as trustee (the “Subordinated Debt Trustee” and together with the Senior Debt Trustee, each a “Trustee”), under which the Junior Subordinated Debt Securities will be issued, filed as Exhibit 4.8 to the Registration Statement (as amended, supplemented or modified from time to time, the “Subordinated Debt Indenture” and together with the Senior Debt Indenture, each an “Indenture”), (d) the Form of Purchase Contract and Pledge Agreement, between the Company and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary (the “Purchase Contract Agent”), under which the Stock Purchase Contracts and Stock Purchase Units will be issued, filed as Exhibit 4.9 to the Registration Statement (the “Stock Purchase Contract Agreement”) and (e) such 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.

On the basis of the foregoing and assuming that (a) the Registration Statement, and any amendments thereto, will have become effective under the Act and will remain effective and shall not have been terminated or rescinded through any offer and sale of Securities; (b) a Prospectus Supplement describing each class and/or series of Securities offered pursuant to the Registration Statement will have been prepared and filed with the Commission under the Act; (c) the Company will have offered, issued and sold the Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplement and otherwise in compliance with all applicable federal and state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and will comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over it; (d) the Board of Directors of the Company (or any authorized committee thereof (that board or any such committee being the “Board”)) will have taken all corporate action necessary to authorize and approve the execution, authentication, issuance and delivery of those Securities and approve the terms of the offering and sale thereof and the definitive terms of each class and/or series of Securities will have been established in accordance with the authorizing resolutions of the Board, the Company’s Articles of Incorporation and applicable law; (e) any Securities, including Common Stock or Preferred Stock issuable upon conversion, exchange, or exercise of any other security, will have been duly authorized and reserved for issuance from the applicable class of capital stock of the Company, in each case within the limits of such class of capital stock then remaining authorized but unreserved and unissued; (f) with respect to any Depositary Shares, a deposit agreement (the “Deposit Agreement”) relating to such Depositary Shares and the related receipts evidencing such Depositary Shares (“Depositary Receipts”) and not including any provision that is unenforceable against the Company will have been duly authorized, executed and delivered by the Company and a bank or trust company, as depositary (the “Depositary”), to be selected by the Company; (g) with respect to any Debt Securities, (i) the Indenture with respect thereto and the Trustee thereunder will have become qualified under the Trust Indenture Act of 1939, as amended, as applicable, and (ii) the applicable Indenture and any supplemental indenture or officer’s certificate delivered pursuant thereto

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establishing such Debt Securities will have been, authorized, executed and delivered by the Company and the applicable Trustee; and (h) the applicable Securities have been issued and sold upon the terms specified in such resolutions of the Board and in compliance with applicable federal and state securities laws; I am of the opinion that:

1. The Common Stock will be validly issued, fully paid and nonassessable upon receipt by the Company of the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board.

2. The Preferred Stock will be validly issued, fully paid and nonassessable when all other necessary corporate action has been taken to fix the terms thereof and to authorize the execution and filing of a Certificate of Designations relating thereto with the Secretary of State of the State of Missouri, such Certificate of Designations having been executed by duly authorized officers of the Company and so filed by the Company, all in accordance with the laws of the State of Missouri, and upon receipt by the Company of the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board.

3. The Depositary Shares will be duly authorized when all other necessary corporate action has been taken to authorize and approve (i) the terms of the offering thereof and related matters, (ii) the action with respect to the Preferred Stock underlying such Depositary Shares referred to in paragraph 2 above and the deposit of such Preferred Stock with the Depositary under the applicable Deposit Agreement, (iii) the execution and delivery of the applicable Deposit Agreement and (iv) the issuance and delivery of such Depositary Shares, with Depositary Receipts representing such Depositary Shares duly executed, countersigned, registered and delivered in accordance with the terms of the applicable Deposit Agreement and the terms of any applicable definitive purchase, underwriting or similar agreement.

4. The Debt Securities will be duly authorized and legally issued when forms of such Debt Securities complying with the terms of the applicable Indenture and evidencing such Debt Securities will have been duly executed, authenticated, and delivered in accordance with the provisions of such Indenture, the applicable resolutions of the Board or supplemental indenture or officer’s certificate establishing such Debt Securities and the applicable definitive purchase, underwriting or similar agreement therefore.

5. The Stock Purchase Contracts will be duly authorized and legally issued and will constitute the binding obligations of the Company in accordance with their terms when all other necessary corporate action has been taken to authorize and approve the execution and delivery of the Stock Purchase Contracts and the applicable Stock Purchase Contract Agreement, the Stock Purchase Contracts have been duly executed, authenticated, issued and delivered in accordance with the applicable Stock Purchase Contract Agreement, and the Company shall have received the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board.

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6. The Stock Purchase Units will be duly authorized and legally issued and will constitute the binding obligations of the Company in accordance with their terms when all other necessary corporate action has been taken to authorize and approve (i) the issuance and terms of the Stock Purchase Units, (ii) the execution and delivery of the applicable Stock Purchase Contract Agreement and the Stock Purchase Contracts which are a component of the Stock Purchase Units, or (iii) the issuance and terms of the Debt Securities or the debt obligations of third parties, which may each be a component of the Stock Purchase Units, the terms of the offering thereof and related matters, and the Stock Purchase Units, the Stock Purchase Contracts, the Debt Securities, and debt obligations of third parties, as applicable, shall be duly executed, authenticated, issued and delivered in accordance with the provisions of the applicable Stock Purchase Contract Agreement (in the case of the Stock Purchase Contracts), the applicable Indenture (in the case of Debt Securities), or applicable indenture (in the case of debt obligations of third parties), and in each case the payment of the consideration therefor shall have been received as contemplated by the Prospectus and Registration Statement and approved by the Board.

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.

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I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of the Registration Statement 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

5

EX-5.2

Exhibit 5.2

SPIRE INC.

700 Market Street

St. Louis, MO 63101

Mark C. Darrell

Senior Vice President,

Chief Legal and Compliance Officer

May 14, 2019

Spire Missouri Inc.

700 Market Street

St. Louis, Missouri 63101

Re:     Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

I am Senior Vice President, Chief Legal and Compliance Officer of Spire Inc., a Missouri corporation and the parent company of Spire Missouri Inc., a Missouri corporation (the “Company”). I am responsible for the legal affairs of the Company and, in that capacity, I am familiar with the preparation of the registration statement on Form S-3, as may be amended from time to time (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on the date hereof. The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus relating to the Company contained therein (the “Prospectus”) and one or more supplements, free writing prospectuses or other offering materials with respect to the Prospectus (each, a “Prospectus Supplement”), by the Company of an unspecified number or amount and aggregate initial offering price of securities (the “Securities”) consisting of (a) first mortgage bonds (the “Bonds”), (b) shares of the Company’s Preferred Stock, $25.00 par value per share (the “Preferred Stock”), (c) the Company’s depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”) and (d) senior unsecured debt securities (the “Unsecured Debt Securities”). The Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have examined originals or certified copies of (a) the Registration Statement, (b) the Form of Indenture (For Unsecured Debt Securities), between Spire Missouri Inc. and a trustee to be appointed by Spire Missouri Inc. prior to the issuance of any Debt Securities thereunder (the “Trustee”), under which the Debt Securities will be issued, filed as Exhibit 4.23 to the Registration Statement (as amended, supplemented or modified from time to time, the “Indenture”), (c) the Mortgage and Deed of Trust, dated as of February 1, 1945 (which has been filed as Exhibit 4.10 to the Registration Statement), as previously supplemented by certain supplemental indentures thereto (which have been filed as Exhibits 4.11 through 4.21 to the Registration Statement) (the “Mortgage and Deed of Trust”) and (d) such 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.

On the basis of the foregoing and assuming that (a) the Registration Statement, and any amendments thereto, will have become effective under the Act and will remain effective and shall not have been terminated or rescinded through any offer and sale of Securities; (b) a Prospectus Supplement describing each class and/or series of Securities offered pursuant to the Registration Statement will have been prepared and filed with the Commission under the Act; (c) the Company will have offered, issued and sold the Securities in the manner contemplated by the Registration Statement and the relevant Prospectus Supplement and otherwise in compliance with all applicable federal and state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and will comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over it; (d) the Board of Directors of the Company (or any authorized committee thereof (that board or any such committee being the “Board”)) will have taken all corporate action necessary to authorize and approve the execution, authentication, issuance and delivery of those Securities and approve the terms of the offering and sale thereof and the definitive terms of each class and/or series of Securities will have been established in accordance with the authorizing resolutions of the Board, the Company’s Restated Articles of Incorporation and applicable law; (e) any Preferred Stock issuable upon conversion, exchange, or exercise of any other security, will have been duly authorized and reserved for issuance from the Preferred Stock of the Company within the limits of the Preferred Stock then remaining authorized but unreserved and unissued; (f) with respect to any Depositary Shares, a deposit agreement (the “Deposit Agreement”) relating to such Depositary Shares and the related receipts evidencing such Depositary Shares (“Depositary Receipts”) and not including any provision that is unenforceable against the Company will have been duly authorized, executed and delivered by the Company and a bank or trust company, as depositary (the “Depositary”), to be selected by the Company; (g) with respect to any Unsecured Debt Securities, (i) the Indenture and the Trustee thereunder will have become qualified under the Trust Indenture Act of 1939, as amended, as applicable, and (ii) the Indenture and any supplemental indenture or officer’s certificate delivered pursuant thereto establishing such Unsecured Debt Securities will have been, authorized, executed and delivered by the Company and the Trustee; (h) an order of the Missouri Public Service Commission relating to the issuance of the applicable Securities, shall have become and remain effective and the Company shall have complied with the terms and conditions of such order; and (i) the applicable Securities have been issued and sold upon the terms specified in such resolutions of the Board and in any applicable regulatory approvals and in compliance with applicable federal and state securities laws; I am of the opinion that:

1. The Bonds of each series will be duly authorized and legally issued and will constitute the binding obligations of the Company when an appropriate supplemental indenture shall have been duly executed and delivered relating thereto (the form of which has been filed as an Exhibit 4.16 to the Registration Statement), the Bonds of such series

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have been duly executed, authenticated, issued, and delivered in accordance with the Mortgage and Deed of Trust, and the supplemental indenture relating thereto, and the Company has received the consideration therefore as contemplated by the Prospectus and the Registration Statement and approved by the Board.

2. The Preferred Stock will be validly issued, fully paid and nonassessable when all other necessary corporate action has been taken to fix the terms thereof and to authorize the execution and filing of a Certificate of Designations relating thereto with the Secretary of State of the State of Missouri, such Certificate of Designations having been executed by duly authorized officers of the Company and so filed by the Company, all in accordance with the laws of the State of Missouri, and upon receipt by the Company of the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board.

3. The Depositary Shares will be duly authorized when all other necessary corporate action has been taken to authorize and approve (i) the terms of the offering thereof and related matters, (ii) the action with respect to the Preferred Stock underlying such Depositary Shares referred to in paragraph 2 above and the deposit of such Preferred Stock with the Depositary under the applicable Deposit Agreement, (iii) the execution and delivery of the applicable Deposit Agreement and (iv) the issuance and delivery of such Depositary Shares, with Depositary Receipts representing such Depositary Shares having been duly executed, countersigned, registered and delivered in accordance with the terms of the applicable Deposit Agreement and the terms of any applicable definitive purchase, underwriting or similar agreement.

4. The Unsecured Debt Securities will be duly authorized and legally issued when forms of such Unsecured Debt Securities complying with the terms of the Indenture and evidencing such Unsecured Debt Securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, the applicable resolutions of the Board or supplemental indenture or officer’s certificate establishing such Unsecured Debt Securities and the applicable definitive purchase, underwriting or similar agreement therefore.

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.

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I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus or any Prospectus Supplement forming a part of the Registration Statement 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

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EX-5.3

Exhibit 5.3

May 14, 2019

Spire Inc.

700 Market Street

St. Louis, Missouri 63101

Re: Spire Inc.

Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Spire Inc., a Missouri corporation (“Spire”), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the “Registration Statement”), filed by Spire and its wholly owned subsidiary, Spire Missouri Inc., a Missouri corporation, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), on the date hereof. The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus relating to Spire contained therein (the “Prospectus”) and one or more supplements, free writing prospectuses or other offering materials with respect to the Prospectus (each, a “Prospectus Supplement”), by Spire of an unspecified number or amount and aggregate initial offering price of securities (the “Securities”) consisting of (a) senior debt securities (the “Senior Debt Securities”), (b) junior subordinated debt securities (the “Junior Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), (c) shares of Spire’s Preferred Stock, $25.00 par value per share (“Preferred Stock”), (d) shares of Spire’s common stock, $1.00 par value per share (“Common Stock”), (e) Spire’s depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”), (f) stock purchase contracts of Spire for purchase and sale of Preferred Stock or Common Stock (the “Stock Purchase Contracts”) and (g) stock purchase units of Spire consisting of (x) a Stock Purchase Contract and (y) a beneficial interest in Debt Securities or debt obligations of third parties (including U.S. Treasury Securities) (the “Stock Purchase Units”). The Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of (a) the Registration Statement, (b) the Indenture (For Unsecured Debt Securities), dated as of August 19, 2014, between Spire and Commerce Bank, as successor trustee (the “Senior Debt Trustee”), under which the Senior Debt Securities will be issued, filed as Exhibit 4.5 to the Registration Statement (as amended,

One Bryant Park | New York, New York 10036-6745 | 212.872.1000 | fax: 212.872.1002 | akingump.com

Spire Inc.

May 14, 2019

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supplemented or modified from time to time, the “Senior Debt Indenture”), (c) the Junior Subordinated Debt Indenture, dated as of June 11, 2014, between Spire and U.S. Bank National Association, as trustee (the “Subordinated Debt Trustee” and together with the Senior Debt Trustee, each a “Trustee”), under which the Junior Subordinated Debt Securities will be issued, filed as Exhibit 4.8 to the Registration Statement (as amended, supplemented or modified from time to time, the “Subordinated Debt Indenture” and together with the Senior Debt Indenture, each an “Indenture”), (d) the Form of Purchase Contract and Pledge Agreement, between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary (the “Purchase Contract Agent”), under which the Stock Purchase Contracts and Stock Purchase Units will be issued, filed as Exhibit 4.9 to the Registration Statement (the “Stock Purchase Contract Agreement”) and (e) such corporate records of Spire and other certificates and documents of officials of Spire, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, and that the Debt Securities will conform to the applicable specimen thereof to be filed as an exhibit to the Registration Statement or otherwise incorporated by reference therein. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of Spire, all of which we assume to be true, correct and complete.

In addition, this opinion assumes that:

(a) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective under the Act and will remain effective and shall not have been terminated or rescinded through any offer and sale of Securities;

(b) for each series of Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units that Spire offers by means of a Prospectus, Spire will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes such Securities;

(c) Spire will have offered, issued and sold the Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units in the manner contemplated by the Registration Statement and the relevant Prospectus Supplement and otherwise in compliance with all applicable federal and state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of Spire or result in a default or breach of any agreement binding upon Spire, and will comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over it;

Spire Inc.

May 14, 2019

Page 3

(d) in the case of any series of Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units which Spire issues and sells, the Board of Directors of Spire (or any authorized committee thereof (that board or any such committee being the “Board”)) will have taken all corporate action necessary to authorize and approve the execution, authentication, issuance and delivery of those Securities (including any Debt Securities constituting a component of any Stock Purchase Units) and the terms of the offering and sale thereof;

(e) the terms of the Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of, Spire’s Articles of Incorporation, including any amendments thereto, Spire’s Bylaws, including any amendments thereto, or other organizational documents of Spire or any applicable law or any agreement or instrument binding on Spire and so as to comply with any order, requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over Spire and in conformity with the applicable resolutions of the Board and any applicable Indenture, supplemental indenture, officer’s certificate, Deposit Agreement (as defined below) or Stock Purchase Contract Agreement relating to such Securities;

(f) Spire and the initial purchasers of any series of Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units will have duly authorized, executed and delivered a definitive purchase, underwriting or similar agreement relating to those Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units, which shall have been duly authorized, executed and delivered by Spire and the other parties thereto;

(g) in the case of any Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units issuable on the conversion, exchange, redemption or exercise of other Securities, those Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units will be available for issuance on that conversion, exchange, redemption or exercise;

(h) at the time of the issuance of the Debt Securities or Securities constituting Depositary Shares, Stock Purchase Contracts or Stock Purchase Units, (i) Spire will be a corporation existing and in good standing under the laws of the State of Missouri and (ii) Spire will have all necessary corporate power and authorization;

Spire Inc.

May 14, 2019

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(i) at the time of execution, authentication, issuance and delivery of any Debt Securities of any series (including any Debt Securities constituting a component of any Stock Purchase Units), (i) the Board will have designated and established the terms of the series to which those Debt Securities belong in accordance with the applicable Indenture and those Debt Securities will not include any provision that is unenforceable; (ii) the applicable Indenture and the Trustee under such Indenture will have become qualified under the Trust Indenture Act of 1939, as amended, as applicable; (iii) the applicable Indenture and any supplemental indenture to such Indenture or officer’s certificate delivered pursuant to such Indenture establishing such Debt Securities will have been, authorized, executed and delivered by Spire and the applicable Trustee; (iv) forms of Debt Securities complying with the terms of the applicable Indenture and evidencing those Debt Securities will have been executed, authenticated, issued and delivered in accordance with the provisions of such Indenture, the applicable resolutions of the Board, any supplemental indenture or officer’s certificate establishing such Debt Securities and the applicable definitive purchase, underwriting or similar agreement therefor; and (v) the applicable Indenture, including any supplemental indenture or officer’s certificate establishing such Debt Securities, will be a valid and binding obligation of the applicable Trustee, enforceable against such Trustee in accordance with its terms, and shall purport to be governed by the laws of the State of New York;

(j) in the case of Depositary Shares, (i) the Board will have designated and established the terms of such Depositary Shares and the applicable deposit agreement (the “Deposit Agreement”) relating to such Depositary Shares and the related receipts evidencing such Depositary Shares (“Depositary Receipts”) and such Depositary Shares, Deposit Agreement and Depositary Receipts will not include any provision that is unenforceable; (ii) the applicable Deposit Agreement will have been duly authorized, executed and delivered by Spire and a bank or trust company, as depositary (the “Depositary”), to be selected by Spire; (iii) the Board will have designated and established the terms of the Preferred Stock underlying such Depositary Shares and caused a certificate of designations with respect to such Preferred Stock to be prepared and filed with the Secretary of State of the State of Missouri and such Preferred Stock will have been duly deposited with the Depositary under the applicable Deposit Agreement; (iv) sufficient shares of Preferred Stock will be authorized for issuance under Spire’s Articles of Incorporation that have not otherwise been issued or reserved or committed for issuance; and (v) the applicable Deposit Agreement will be a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, and shall purport to be governed by the laws of the State of New York; and

Spire Inc.

May 14, 2019

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(k) in the case of Stock Purchase Contracts or Stock Purchase Units, (i) the Board will have designated and established the terms of such Stock Purchase Contracts or Stock Purchase Units (including any Debt Securities constituting a component of any Stock Purchase Units) and the applicable Stock Purchase Contract Agreement and such Stock Purchase Contracts or Stock Purchase Units and the applicable Stock Purchase Contract Agreement will not include any provision that is unenforceable; (ii) the applicable Stock Purchase Contract Agreement establishing such Stock Purchase Contracts or Stock Purchase Units will have been, authorized, executed and delivered by Spire and the Purchase Contract Agent; (iii) forms of such Stock Purchase Contracts or Stock Purchase Units complying with the terms of the applicable Stock Purchase Contract Agreement and evidencing those Stock Purchase Contracts or Stock Purchase Units will have been executed and delivered in accordance with the provisions of the applicable Stock Purchase Contract Agreement; and (iv) the applicable Stock Purchase Contract Agreement will be a valid and binding obligation of the Purchase Contract Agent, enforceable against the Purchase Contract Agent in accordance with its terms and shall purport to be governed by the laws of the State of New York.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that:

(1) With respect to Securities constituting Debt Securities, when such Debt Securities have been duly executed, authenticated, issued and delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the terms of the applicable Indenture and any applicable resolutions of the Board, supplemental indenture or officer’s certificate establishing the Debt Securities and any applicable definitive purchase, underwriting or similar agreement, such Debt Securities (including any Debt Securities constituting a component of any Stock Purchase Units or duly issued upon conversion, exchange or exercise of any other Security in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange or exercise as approved by the Board) will be valid and binding obligations of Spire.

(2) With respect to Securities constituting Stock Purchase Contracts or Stock Purchase Units, when such Stock Purchase Contracts or Stock Purchase Units have been duly executed, countersigned, issued, delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the terms of the applicable Stock Purchase Contract Agreement and any applicable definitive purchase, underwriting or similar agreement, such Stock Purchase Contracts or Stock Purchase Units will be valid and binding obligations of Spire.

Spire Inc.

May 14, 2019

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(3) With respect to Securities constituting Depositary Shares, when such Depositary Shares have been issued and delivered, with Depositary Receipts representing such Depositary Shares having been duly executed, countersigned, registered and delivered in accordance with the terms of the applicable Deposit Agreement and the terms of any applicable definitive purchase, underwriting or similar agreement, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the applicable Deposit Agreement.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.

B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution.

C. This 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. We 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 Spire or any other person or any other circumstance.

Spire Inc.

May 14, 2019

Page 7

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

EX-5.4

Exhibit 5.4

May 14, 2019

Spire Missouri Inc.

700 Market Street

St. Louis, Missouri 63101

Re: Spire Missouri Inc.

Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Spire Missouri Inc., a Missouri corporation (“Spire Missouri”), in connection with the Registration Statement on Form S-3, as may be amended from time to time (the “Registration Statement”), filed by Spire Missouri and its parent, Spire Inc., a Missouri corporation (“Spire”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on the date hereof. The Registration Statement relates to, among other things, the offering and sale from time to time, as set forth in the Registration Statement, the form of prospectus relating to Spire Missouri contained therein (the “Prospectus”) and one or more supplements, free writing prospectuses or other offering materials with respect to the Prospectus (each, a “Prospectus Supplement”), by Spire Missouri of an unspecified number or amount and aggregate initial offering price of securities (the “Securities”) consisting of (a) first mortgage bonds, (b) shares of Spire Missouri’s Preferred Stock, $25.00 par value per share (“Preferred Stock”), (c) Spire Missouri’s depositary shares representing fractional shares of Preferred Stock (the “Depositary Shares”) and (d) senior unsecured debt securities of Spire Missouri (the “Debt Securities”). The Securities may be issued, sold and delivered from time to time under the Registration Statement, the Prospectus and one or more Prospectus Supplements pursuant to Rule 415 under the Act. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of (a) the Registration Statement, (b) the Form of Indenture (For Unsecured Debt Securities), between Spire Missouri and a trustee to be appointed by Spire Missouri prior to the issuance of any Debt Securities thereunder (the “Trustee”), under which the Debt Securities will be issued, filed as Exhibit 4.23 to the Registration Statement (as amended, supplemented or modified from time to time, the “Indenture”), and (c) such corporate records of Spire Missouri and other certificates and documents of officials of Spire Missouri, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the

One Bryant Park | New York, New York 10036-6745 | 212.872.1000 | fax: 212.872.1002 | akingump.com

Spire Missouri Inc.

May 14, 2019

Page 2

legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, and that the Debt Securities will conform to the applicable specimen thereof to be filed as an exhibit to the Registration Statement or otherwise incorporated by reference therein. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of Spire Missouri, all of which we assume to be true, correct and complete.

In addition, this opinion assumes that:

(a) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective under the Act and will remain effective and shall not have been terminated or rescinded through any offer and sale of Securities;

(b) for each series of Debt Securities or Securities constituting Depositary Shares that Spire Missouri offers by means of a Prospectus, Spire Missouri will have prepared and filed with the Commission under the Act a Prospectus Supplement which describes such Securities;

(c) Spire Missouri will have offered, issued and sold the Debt Securities or Securities constituting Depositary Shares in the manner contemplated by the Registration Statement and the relevant Prospectus Supplement and otherwise in compliance with all applicable federal and state securities laws, and the terms of any such Securities will not violate any applicable law or any debt securities of Spire Missouri or result in a default or breach of any agreement binding upon Spire Missouri, and will comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over it;

(d) in the case of any series of Debt Securities or Securities constituting Depositary Shares which Spire Missouri issues and sells, the Board of Directors of Spire Missouri (or any authorized committee thereof (that board or any such committee being the “Board”)) will have taken all corporate action necessary to authorize and approve the execution, authentication, issuance and delivery of those Securities and the terms of the offering and sale thereof;

(e) the terms of the Debt Securities or Securities constituting Depositary Shares and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of, Spire Missouri’s Amended Articles of Incorporation, including any amendments thereto, Spire Missouri’s Amended

Spire Missouri Inc.

May 14, 2019

Page 3

Bylaws, including any amendments thereto, or other organizational documents of Spire Missouri or any applicable law or any agreement or instrument binding on Spire Missouri and so as to comply with any order, requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over Spire Missouri (including the Missouri Public Service Commission) and in conformity with the applicable resolutions of the Board, the Indenture, any supplemental indenture, officer’s certificate or Deposit Agreement (as defined below) relating to such Securities;

(f) Spire Missouri and the initial purchasers of any series of Debt Securities or Securities constituting Depositary Shares will have duly authorized, executed and delivered a definitive purchase, underwriting or similar agreement relating to those Debt Securities or Securities constituting Depositary Shares, which shall have been duly authorized, executed and delivered by Spire Missouri and the other parties thereto;

(g) in the case of any Debt Securities or Securities constituting Depositary Shares issuable on the conversion, exchange, redemption or exercise of other Securities, those Debt Securities will be available for issuance on that conversion, exchange, redemption or exercise;

(h) at the time of the issuance of the Debt Securities or Securities constituting Depositary Shares, (i) Spire Missouri will be a corporation existing and in good standing under the laws of the State of Missouri and (ii) Spire Missouri will have all necessary corporate power and authorization;

(i) an order of the Missouri Public Service Commission relating to the issuance of the Debt Securities or Securities constituting Depositary Shares shall have become and remain effective and Spire Missouri shall have complied with the terms and conditions of such order;

(j) at the time of execution, authentication, issuance and delivery of any Debt Securities of any series, (i) the Board will have designated and established the terms of the series to which those Debt Securities belong in accordance with the Indenture and those Debt Securities will not include any provision that is unenforceable; (ii) the Indenture and the Trustee under the Indenture will have become qualified under the Trust Indenture Act of 1939, as amended, as applicable; (iii) the Indenture and any supplemental indenture to the Indenture or officer’s certificate delivered pursuant to the Indenture establishing such Debt Securities will have been, authorized, executed and delivered by Spire Missouri and the Trustee; (iv) forms of Debt Securities

Spire Missouri Inc.

May 14, 2019

Page 4

complying with the terms of the Indenture and evidencing those Debt Securities will have been executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, the applicable resolutions of the Board, any supplemental indenture or officer’s certificate establishing such Debt Securities and the applicable definitive purchase, underwriting or similar agreement therefor; and (v) the Indenture, including any supplemental indenture or officer’s certificate establishing such Debt Securities, will be a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, and shall purport to be governed by the laws of the State of New York; and

(k) in the case of Depositary Shares, (i) the Board will have designated and established the terms of such Depositary Shares and the applicable deposit agreement (the “Deposit Agreement”) relating to such Depositary Shares and the related receipts evidencing such Depositary Shares (“Depositary Receipts”) and such Depositary Shares, Deposit Agreement and Depositary Receipts will not include any provision that is unenforceable; (ii) the applicable Deposit Agreement will have been duly authorized, executed and delivered by Spire and a bank or trust company, as depositary (the “Depositary”), to be selected by Spire; (iii) the Board will have designated and established the terms of the Preferred Stock underlying such Depositary Shares and caused a certificate of designations with respect to such Preferred Stock to be prepared and filed with the Secretary of State of the State of Missouri and such Preferred Stock will have been duly deposited with the Depositary under the applicable Deposit Agreement; (iv) sufficient shares of Preferred Stock will be authorized for issuance under Spire Missouri’s Articles of Incorporation that have not otherwise been issued or reserved or committed for issuance; and (v) the applicable Deposit Agreement will be a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, and shall purport to be governed by the laws of the State of New York.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that:

(1) With respect to Securities constituting Debt Securities, when any Debt Securities have been duly executed, authenticated, issued and delivered and paid for as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement and in accordance with the terms of the Indenture and any applicable resolutions of the Board, supplemental indenture or officer’s certificate establishing the Debt Securities and any applicable definitive purchase, underwriting or similar agreement, such Debt Securities (including any Debt Securities duly issued

Spire Missouri Inc.

May 14, 2019

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upon conversion, exchange or exercise of any other Security in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange or exercise as approved by the Board) will be valid and binding obligations of Spire Missouri.

(2) With respect to Securities constituting Depositary Shares, when such Depositary Shares have been issued and delivered, with Depositary Receipts representing such Depositary Shares having been duly executed, countersigned, registered and delivered in accordance with the terms of the applicable Deposit Agreement and the terms of any applicable definitive purchase, underwriting or similar agreement, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the applicable Deposit Agreement.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.

B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution.

C. This 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. We 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 Spire Missouri or any other person or any other circumstance.

Spire Missouri Inc.

May 14, 2019

Page 6

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus or any Prospectus Supplement forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are 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/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated November 15, 2018, relating to the financial statements of Spire Inc. and its subsidiaries, and the effectiveness of Spire Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Spire Inc. for the year ended September 30, 2018, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

St. Louis, Missouri

May 14, 2019

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each director and/or officer of Spire Inc. whose signature appears below appoints S. Sitherwood, S. P. Rasche, M. C. Darrell and E. L. Theroff and each of them, severally, his or her true and lawful attorney-in-fact and agent to execute in his or her name, place and stead, in any and all capacities, a registration statement on Form S-3 and any and all amendments (including post-effective amendments) to such registration statement as authorized by the Company’s Board of Directors on April 25, 2019; and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

A copy hereof shall have the same force and effect as the original.

IN WITNESS WHEREOF, the undersigned have executed this instrument this 14th day of May 2019.

/s/ Mark A. Borer	/s/ Stephen S. Schwartz
Mark A. Borer	Stephen S. Schwartz
/s/ Maria V. Fogarty	/s/ Brenda D. Newberry
Maria V. Fogarty	Brenda D. Newberry
/s/ Edward L. Glotzbach	/s/ John P. Stupp Jr.
Edward L. Glotzbach	John P. Stupp Jr.
/s/ Rob L. Jones	/s/ Mary Ann Van Lokeren
Rob L. Jones	Mary Ann Van Lokeren
/s/ Steven P. Rasche	/s/ Suzanne Sitherwood
Steven P. Rasche	Suzanne Sitherwood

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

Each director and/or officer of Spire Missouri Inc. whose signature appears below appoints S. Sitherwood, S. P. Rasche, M. C. Darrell and E. L. Theroff and each of them, severally, his or her true and lawful attorney-in-fact and agent to execute in his or her name, place and stead, in any and all capacities, a registration statement on Form S-3 and any and all amendments (including post-effective amendments) to such registration statement as authorized by the Company’s Board of Directors on April 29, 2019; and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

A copy hereof shall have the same force and effect as the original.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 29th day of April 2019.

/s/ Steven L. Lindsey	/s/ Scott B. Carter
Steven L. Lindsey	Scott B. Carter
/s/ Steven P. Rasche	/s/ Suzanne Sitherwood
Steven P. Rasche	Suzanne Sitherwood
/s/ Mark C. Darrell
Mark C. Darrell

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

Commerce Bank

(Exact name of Trustee as specified in its charter)

48-0962626

I.R.S. Employer Identification No.

1000 Walnut Street Kansas City, Missouri	64106
(Address of principal executive offices)	(Zip Code)

Peggy Rowe

Deputy General Counsel

Commerce Bank

1000 Walnut Street, 4^th Floor

Kansas City, MO 64106

(816) 234-xxxx

(Name, address and telephone number of agent for service)

SPIRE INC.

(Issuer with respect to the Securities)

Missouri	74-2976504
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Market Street St. Louis, MO	63101
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Federal Reserve Bank of Kansas City

1 Memorial Drive

Kansas City, MO 64198

State of Missouri

Department of Insurance, Financial Institutions and

Professional Registration

9900 Page Avenue, Suite 101

St. Louis, MO 63132

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable. The obligor is not in default under any security for which Commerce Bank acts as trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.

2. A copy of the certificate of authority of the Trustee to commence business, if not contained in the articles of association.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.

4. A copy of the existing bylaws of the Trustee.

5. A copy of each Indenture referred to in Item 4.

Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2018 published pursuant to law or the requirements of its supervising or examining authority.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, COMMERCE BANK, a trust and banking association organized and existing under the laws of the State of Missouri, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Kansas City, State of Missouri on the 10th of May, 2019.

By:	/s/ William E. Ekey
	William E. Ekey
	Senior Vice President

3

Exhibit 1

Articles of Association

ARTICLES OF AGREEMENT

Know all men by these presents:

That we, the undersigned, desirous of forming a corporation under the laws of the State of Missouri, and more particularly under the provisions of Chapter 362 thereof, for the purpose of converting a bank from a national charter to a state trust company, have entered into the following agreements:

FIRST. The name of this Corporation shall be Commerce Bank.

SECOND. The bank shall be located at 1000 Walnut Street, in the City of Kansas City, County of Jackson, State of Missouri. The general business of the Corporation shall be conducted at its main office and its branches.

THIRD. The Board of Directors of this Corporation shall consist of not less than nor more than the number of Directors allowed under Chapter 362, RSMo., the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. At no time will the number of Directors exceed the maximum allowed under 12 USC 71a. Unless otherwise provided by the laws of the State of Missouri, including but not limited to Section 362.260, RSMo., any vacancy in the Board of Directors for any reason, including an increase in the number thereof, may be filled by action of the Board of Directors.

The following are the names of those agreed upon as the first directors:

David W. Kemper	Charles G. Kim
Jonathan M. Kemper	Kevin G. Barth
Edward J. Reardon II	Daniel D. Callahan
Seth M. Leadbeater

FOURTH. The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place within the State of Missouri as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful procedures as may be prescribed by the Board of Directors.

Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the bank entitled to vote for election of directors.

4

FIFTH. The authorized amount of capital stock of the Corporation shall be $10,162,000, divided into 101,620 shares of common stock of the par value of one hundred dollars ($100.00) each; that this is the present number and amount of capital stock outstanding, and is to be paid in assets of the existing national bank; that the surplus will be $1,007,398,000, and the undivided profits (retained earnings) shall be $716,680,000 (as of December 31, 2010).

No holder of shares of the capital stock of any class of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix.

The Corporation, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.

SIXTH. The proposed resulting trust company, Commerce Bank, Kansas City, is and shall be considered the same business and corporate entity as and a continuation of the corporate entity and identity of, the converting national banking association, Commerce Bank, N.A., although as to rights, powers and duties, the proposed resulting institution is a trust company incorporated under the laws of the State of Missouri.

SEVENTH. The Board of Directors shall appoint one of its members President of this Corporation, who shall be Chairman of the Board, unless the Board appoints another director to be the Chairman. The Board of Directors shall have the power to appoint one or more Vice Presidents; and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Corporation.

The Board of Directors shall have the power to define the duties of the officers and employees of the Corporation; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Corporation shall be made; to manage and administer the business and affairs of the Corporation; to make all By-Laws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

The name and place of residence of the proposed executive officers are as follows:

David W. Kemper	St. Louis, Missouri
Jonathan M. Kemper	Kansas City, Missouri
Seth M. Leadbeater	St. Louis, Missouri
Kevin G. Barth	Leawood, Kansas
Daniel D. Callahan	St. Louis, Missouri
Charles G. Kim	Chesterfield, Missouri
Robert C. Matthews, Jr.	Overland Park, Kansas
Edward J. Reardon, II	Leawood, Kansas
James L. Swarts	Leawood, Kansas

5

EIGHTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Kansas City, Missouri, with the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the Corporation to any other location without the approval of the shareholders but subject to the approval of the Federal Reserve Bank and the State of Missouri.

NINTH. The duration of this Corporation shall continue until dissolved by the consent of the stockholders or by proceedings instituted by the State of Missouri under any statute now in force or hereafter enacted.

TENTH. The Board of Directors of this Corporation, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of this Corporation, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the State of Missouri, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days, but not more than 50 days, prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Corporation. Such notice may be waived, and is deemed to have been waived, by appearance at such meeting.

ELEVENTH. This Corporation shall, to the fullest extent permissible under The General and Business Corporation Law of Missouri, (a) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the Corporation, by reason of the fact that such person is or was a director, officer or employee of this Corporation, or is or was serving at the request of this Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and (b) indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation against expenses and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and indemnification shall be made in the event of negligence or misconduct in the performance of duties to the Corporation only to the extent that the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for such expenses; provided, however, that no such indemnification shall be available to any person against expenses or civil money penalties arising from final orders in an administrative proceeding or action instituted by an appropriate bank regulatory agency assessing such civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to this Corporation; and, provided further, that all advances to an officer, director or employee to indemnify such party against expenses incurred in an action instituted by the bank’s primary federal regulator or State of Missouri shall be made subject to reimbursement if a final order is entered assessing civil money penalties or requiring payments to be made to this Corporation and before any advances are made the Board of Directors of this Corporation in good faith has determined in writing that all the following conditions are met:

1. The officer, director or employee has a substantial likelihood of prevailing on the merits;

6

2. In the event the officer, director or employee does not prevail, he or she will have the financial capability to reimburse this Corporation; and

3. Payment of expenses by this Corporation will not adversely affect the Corporation’s safety and soundness;

and provided further, the Corporation may purchase insurance covering the liability of its directors, officers, or employees, and pay the premiums therefor, to the extent authorized under The General and Business Corporation Law of Missouri, except that any such insurance shall exclude insurance coverage for a formal order assessing civil money penalties against a bank director or employee.

TWELFTH . These Articles of Agreement may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Corporation, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.

THIRTEENTH. The purpose for which this Corporation is formed is to have an exercise all rights and powers, including without limitation fiduciary powers and the acceptance of demand deposits, of a state chartered bank and trust company originated pursuant to Chapter 362, RSMo.

IN TESTIMONY WHEREOF, we have hereunto, as of this 22^nd day of March, 2011, set our hands.

Directors:

David W. Kemper	Charles G. Kim
Daniel D. Callahan	Seth M. Leadbeater

STATE OF MISSOURI	)
	) ss.
COUNTY OF ST. LOUIS	)

On this      day of             , 2011, before me personally appeared the above directors to me known to be the person described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed.

7

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notary seal the day and year above mentioned. My commission expires:                     

Notary Public

Directors:

Jonathan M. Kemper	Kevin G. Barth
Edward J. Reardon II

STATE OF MISSOURI	)
	) ss.
COUNTY OF JACKSON	)

On this      day of             , 2011, before me personally appeared the above directors to me known to be the person described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notary seal the day and year above mentioned. My commission expires:                    

Notary Public

8

Exhibit 2

Certificate of Authority

9

Exhibit 3

Authorization to Exercise Trust Powers

See Exhibit 2 attached hereto

10

Exhibit 4

Bylaws

COMMERCE BANK

KANSAS CITY, MISSOURI

ARTICLE I

STOCKHOLDERS’ MEETING

Section 1.1    Stockholders’ Annual Meeting. The annual meeting of the stockholders of this Corporation for the election of directors and the transaction of other business shall be held at the offices of the Corporation in Kansas City, Missouri, on the second Monday of January in each year, if not a legal holiday, and if the same be a legal holiday, then on the first day following which is not a legal holiday, or at such other time or times as may be determined by the stockholders at a regularly scheduled meeting and shall be convened by the Chairman of the Board or the President at the hour of eight o’clock A.M., or in lieu thereof the stockholders may elect such directors and transact such other business by executing a written document evidencing their unanimous consent thereto and causing such written document to be filed in the official records of this Corporation by the Secretary.

Section 1.2    Special Meetings of Stockholders. Special meetings of the stockholders may be called by the Chairman of the Board or the President at any time, and shall be called whenever so directed by resolution of the Board of Directors, or whenever stockholders holding a majority of the capital stock issued and outstanding, request either of them in writing so to do.

Section 1.3    Notice. Notice of each annual and each special meeting of stockholders shall be given by the Secretary as required by law; provided, that notice of any meeting of stockholders may be waived by any stockholder executing a written waiver of notice either before, during or after such meeting. The execution of a document evidencing the unanimous consent of all stockholders shall constitute the waiver of any notice required for the taking of such action.

Section 1.4    Votes. Each share of stock shall entitle its owner to one vote, and in case of election for Directors, each stockholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares held by such stockholder, multiplied by the number of directors to be elected, and may cast the whole number of votes, in person or by proxy, for one candidate or distribute them among two or more.

Section 1.5    Proxies. Stockholders may vote at any meeting of the stockholders by proxies duly authorized in writing; provided, however, that each proxy shall be valid only for the specific meeting of stockholders specified therein and at any adjournments of such meeting, and, provided further, that no officer or employee of this Corporation shall act as proxy. Proxies shall be dated and shall be filed with the records of the meeting.

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ARTICLE II

DIRECTORS

Section 2.1    Board of Directors. The affairs of this Corporation shall be controlled and managed by a Board of Directors (hereinafter referred to as the “Board”) consisting of not less than nor more than the number of Directors allowed under Chapter 362, RSMo., the exact number of Directors within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. At no time will the number of Directors exceed the maximum allowed under 12 USC 71a.

In addition the Board may appoint, from time to time, one or more Advisory Directors to serve in advisory capacities only without the power of final decision in matters concerning the business of this Corporation; and the Board delegates to the Chairman, Vice Chairman or President the power and authority to appoint, from time to time, one or more Advisory Directors to serve in advisory capacities in the various market regions of this Corporation and to establish compensation for such Advisory Directors.

Advisory Directors shall be subject to the same requirements relating to retirement as other directors. Advisory Directors may also serve in an advisory capacity on any committee; provided, that an Advisory Director may not fill any committee position which, according to these Bylaws, must be filled by a regular member of the Board.

Section 2.2    Retirement of Directors. No person shall be elected a director of this Corporation who shall have attained the age of 70 years, and each person serving as a director of this Corporation upon attaining the age of 70 years shall be deemed to have submitted his resignation as a director of this Corporation with such resignation to become effective on the day such director attains the age of 70 years. Notwithstanding the foregoing, a director who is also an officer of this Corporation shall retire from the Board on the date he shall resign, retire or otherwise terminate his services as an officer of this Corporation. The election or re-election by mistake or otherwise of a director in violation of the aforesaid policy shall not, ipso facto, void such election or re-election or nullify any actions such person might take as a director.

Section 2.3    Board Meetings. Subject to approval of the Missouri director of finance, regular meetings of the Board shall be held at the office of the Corporation in Kansas City, Missouri, or such other place as the Board shall determine, either within or without the State of Missouri at the hour of 9:00 in the morning, on the third Monday of each January, March, May, July, September, and November, if not a legal holiday, and if the same be a legal holiday, then on the first day following which is not a legal holiday, or at such other time or times as may be determined by the Board at a regularly scheduled meeting. No notice shall be required for any such regular monthly or bi-monthly meetings of the Board, and any and all business may be transacted thereat. Meetings of the Board or any Committee of the Board may be conducted in a manner such that members of the Board may participate by means of video conference or similar communications equipment whereby all persons participating in the meeting can see and hear each other, and participation in this manner shall constitute presence in person at the meeting, provided the Corporation meets the statutory requirements set forth in Section 362.247.2, RSMo,

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and provided further that any director who participates at any location other than the designated video conference areas in Kansas City and Clayton executes an affidavit in conformity with Section 362.247.3 RSMo.

At the first regular meeting of the Board following a stockholders meeting at which directors are elected, the Board shall first proceed with the organization of the new Board and shall elect and appoint such officers as these Bylaws or the Board may prescribe.    

Section 2.4    Special Board Meetings. Special meetings of the Board may be held at any time on the call of the Chairman of the Board, the Chairman of the Executive Committee, if one be elected, or the President, or any three (3) directors.

Section 2.5    Notice of Board Meetings. While no notice shall be required for any regular meeting of the Board, nevertheless, the Secretary, for the information of the directors, shall mail to each director a written or printed notice specifying the time and place of such meeting, addressed to him at his last known business address (postage prepaid), not less than twenty-four (24) hours before the hour fixed for the meeting. Except in the case of special meetings called by reason of emergency, as hereinafter provided, notice of the time and place of special meetings shall be given by the Secretary, in writing, delivered to, or by telephone message communicated to, or by prepaid telegram deposited in the telegraph office at Kansas City, Missouri, addressed to each director not less than twenty-four (24) hours before the hour fixed for the meeting. Such notices and communications may be addressed to or communicated to such director at his last known place of business or residence, and shall be sufficient if delivered to, addressed to, or communicated to, such place of business or residence. If in the opinion of the Chairman of the Board, or the President, and of three directors, the matters to be presented at such special meeting are so urgent in their character as to constitute an emergency requiring a shorter notice, and they shall so certify in writing, notice of such meeting may be given in the same manner as hereinbefore provided, but shall be sufficient if given at least one (l) hour before the hour fixed for the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 2.6    Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law, but a lesser number may adjourn any meeting from time to time and the meeting may be held, as adjourned, without further notice.

Section 2.7    Vacancies. When any vacancy occurs among the directors the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board or at a special meeting called for that purpose.

Section 2.8    Compensation of Directors. The compensation of Directors and Advisory Directors of this Corporation for services shall be established by the Board; provided that no such compensation shall be paid to any director who shall at the time be receiving a salary from the Corporation, the parent of the Corporation or any other subsidiary of the parent, as an officer thereof, without express order from the Board.

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ARTICLE III

COMMITTEES

Section 3.1    Executive Committee. The Executive Committee shall consist of five (5) directors, of whom the Chairman of the Board, the Chairman of the Executive Committee, if one be so elected, and the President shall be members and such other members of the Board as may be appointed, from time to time, by the Chairman of the Board with the approval of the Board.

The Executive Committee shall have, and exercise, all the powers of the Board during the intervals between meetings of the Board, including the power to control the conduct of the Corporation’s business, and full power to appoint committees and prescribe their duties, and to direct the actions of all officers, agents and employees of the Corporation.

The Executive Committee shall meet at the office of the Corporation on such days and at such hour as meetings of such Committee may be called, from time to time, by any three members thereof, or by the Chairman of the Executive Committee, the Chairman of the Board, or the President. Notices of meetings shall be given in the same manner as is provided for in the case of special emergency meetings of the Board. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any meeting of the Committee.

Minutes of the meetings of the Executive Committee shall be recorded in chronological order in the same Minute Book of the Corporation in which the minutes of the meetings of the stockholders and of the Board are recorded, and shall be approved at the next succeeding meeting of the Board as the report of that committee to the Board, together with any special report that said Committee may wish to make to the Board not contained in said minutes.

Section 3.2    Other Committees. From time to time the Board may create such other committees, consisting of such persons, as the Board may determine to be necessary or desirable and may fix the powers and duties of any such committee.

Section 3.3    Compensation of Committee Members. The compensation of committee members for service shall be established by the Board for each meeting attended; provided, that no such compensation shall be paid to any committee member who shall at the time be receiving a salary from the Corporation, the parent of the Corporation or any other subsidiary of the parent, as an officer thereof, without express order from the Board.

ARTICLE IV

OFFICERS

Section 4.1 Executive Officers. The executive officers of this Corporation shall be the Chairman of the Board, the Vice Chairman of the Board, if one or more is so elected, the Chairman of the Executive Committee, if one be so elected, the President, the Executive Vice Presidents and the Secretary. Any person may hold two or more offices except the offices of President and Secretary.

Section 4.2    Chairman of the Board. The Board shall elect one of its members to be Chairman of the Board. He shall preside at all meetings of the Board and shall supervise the

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establishment of policies adopted or approved by the Board. He shall have general executive powers, including, by way of illustration, the power to fix remuneration of officers, agents and employees; to employ and dismiss any officer, agent or employee; and to assign officers, agents and employees to duties in the various areas of the Corporation, as well as the specific powers conferred by these Bylaws and shall also have and may exercise such further powers and duties as may from time to time be conferred upon, or assigned to him by the Board.

Section 4.3    Vice Chairman of the Board. The Board may elect one or more of its members to the office of Vice Chairman of the Board. In the absence of the Chairman, any Vice Chairman may preside at any meeting of the Board. The Vice Chairman of the Board shall assist the Chairman of the Board in establishing policies adopted or approved by the Board. A Vice Chairman of the Board shall have such general executive powers as may be assigned by the Chairman as well as specific powers conferred by these Bylaws, and shall also have and may exercise such further powers and duties as may from time to time be conferred upon or assigned to him by the Board.

Section 4.4    Chairman of the Executive Committee. The Board may elect one of its members to the office of Chairman of the Executive Committee, and such officer shall preside over all meetings of the Executive Committee. In the absence of the Chairman or any Vice Chairman of the Board, the Chairman of the Executive Committee shall preside at any meeting of the Board. The Chairman of the Executive Committee shall have such general executive powers as may be assigned by the Chairman as well as specific powers conferred upon or assigned to him by the Board.

Section 4.5    President. The Board shall elect one of its members to be President of the Corporation. In the absence of the Chairman, any Vice Chairman, or Chairman of the Executive Committee, the President shall preside at any meeting of the Board. The President shall have such general executive powers as may be assigned by the Chairman, and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice, to the office of President, or imposed by these Bylaws, and shall also have and may exercise such further powers and duties as may from time to time be conferred upon or assigned to him by the Board.

Section 4.6    Vice President. The Board shall elect one or more Vice Presidents and may classify one or more of such Vice Presidents so elected as Executive Vice President, Senior Vice President or otherwise as the Board may deem appropriate. The office of Executive Vice President shall be deemed executive offices of the Corporation and the persons holding such office shall be authorized to participate in the major policy making functions of the Corporation and shall additionally have such powers and duties as imposed by the Bylaws or assigned or conferred from time to time by the Board, the Chairman of the Board, a Vice Chairman or the President. Each Executive Vice President shall have and may exercise any and all powers and duties pertaining to the office of Executive Vice President as imposed by these Bylaws and shall also have and may exercise such further powers and duties as may from time to time be conferred upon or assigned to him by the Board, the Chairman of the Board, a Vice Chairman or the President.

Section 4.7    Secretary. The Board shall elect a Secretary (who may also be designated as Cashier) who shall be the Secretary of the Board and of the Corporation. He shall attend the meetings of stockholders, the Board, and the Executive Committee and keep minutes of said

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meetings and shall have custody of the corporate records of the Corporation. He shall have custody of the seal of the Corporation and shall have authority to affix the same to any instrument executed on behalf of the Corporation and also to attest the same. He shall also attend to the giving of all notices required by these Bylaws to be given and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice or imposed by these Bylaws or as may be assigned to him, from time to time, by the Board. The Board may elect one or more Assistant Secretaries, from time to time, as may appear to the Board to be required or desirable to transact the business of the Corporation.

Section 4.8    General Counsel. The Board shall elect a General Counsel who shall have charge of the legal business of the Corporation and shall appear or provide for proper appearances for the Corporation in suits and proceedings to which it is a party. He shall advise the Board, Executive Committee, Chairman of the Board, President and other officers of the Corporation concerning the affairs of the Corporation when by them requested. He shall also have such other powers and duties as may be imposed by these Bylaws.

Section 4.9    Controller. The Board shall elect a Controller who shall receive and take care of all monies, securities and evidences of indebtedness belonging to the Corporation, keep full and complete accounts of receipts and disbursements, and make reports thereof to the Executive Committee and the Board as often as may be requested. He shall, under the direction of the Chairman of the Board, a Vice Chairman, or the President, perform such other duties pertinent to his office as they may require.

Section 4.10    Other Officers. The Board may also elect, from time to time, one or more individuals as “Officers” or “Corporate Officers” of this Corporation and with respect to such Officers or Corporate Officers, the Board may permit the additional use of community, market, group or division title by such Officers or Corporate Officers. All such titles above the level of vice president shall be approved by the Board. All titles of vice president and below shall be conferred according to procedures adopted by the Director of Human Resources. Such title designation shall not be deemed as conferring any additional responsibility or authority on any such individual beyond that approved in these Bylaws or by resolution of the Board.

Section 4.11    Bonds. All officers shall be bonded with such security and approved in such manner as the Board or the Executive Committee may from time to time direct.

Section 4.12    Tenure of Office. The officers of this Corporation shall be elected by the Board annually at the annual meeting of the Board and such officers as shall be elected to such offices shall continue in office for one year and until their successors shall be elected, unless such officer shall resign, become disqualified, or be removed. Persons may be elected officers or be promoted to a different office at any meeting of the Board; provided, that such person so elected shall continue in office only until the next annual meeting of the Board at which all officers are to be elected or re-elected, unless any such person shall resign, become disqualified, or be removed. The Board shall have the power to remove any officer at any time and, in addition, may designate by resolution, officers who shall have the authority to dismiss any officer, agent or employee.

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ARTICLE V

POWERS AND DUTIES OF OFFICERS

Section 5.1    Representation. The Chairman of the Board, any Vice Chairman, the President, the General Counsel, and such other officer or officers of the Corporation as may be empowered so to do by the Board, or any one of them, shall have power to act for, appear in behalf of, and represent this Corporation before all Departments and Courts of the United States of America, and any State, Territory or Possession thereof, and to execute general or special powers of attorney for litigation in favor of lawyers, solicitors, agents, or any other legal representatives, granting to them such powers and authorization, whether ordinary or extraordinary, and with or without limitation, which any such officer may deem advisable, including the power to settle in or out of court, or to submit to arbitrators or other adjustment, any question in which this Corporation may be interested; and to employ counsel and direct the taking of any legal action in reference to any of the foregoing, or any other matter or thing touching the interest of the Corporation.

Section 5.2    Real Estate Conveyances. All transfers and conveyances of real estate, including releases of mortgages, deeds of trust and other real estate interests held, or purportedly held, by the Corporation, may without any further order of the Board be executed and delivered by the Chairman of the Board, any Vice Chairman, the President, or any Executive Vice President and such other Officers of the Corporation as the Board, by resolution, may appoint, sealed with the corporate seal of the Corporation and, if required, attested by the Secretary or one of the Assistant Secretaries of the Corporation.

Section 5.3    Voting of Securities. Unless otherwise ordered by the Board or the Executive Committee, the Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, or such other Officers of this Corporation as the Board, by resolution, shall appoint, shall each have full power and authority in behalf of the Corporation to attend, and to act and to vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, in its own capacity or in any fiduciary capacity, and in connection with such meeting each of said officers shall possess and may exercise in behalf of the Corporation any and all rights and powers incident to the ownership of such stock, including the power to sign proxies therefor; provided, that any proxy granted with respect to stock held in a fiduciary capacity shall be limited to a single meeting and shall either be limited to voting for trustees or directors or shall direct how such proxy holder shall vote.

Section 5.4    Foreclosure of Collateral. The Chairman of the Board, any Vice Chairman, the President, and any Executive Vice President, and such other Officers of this Corporation as the Board, by resolution, shall appoint, shall each have power and authority for and on behalf of this Corporation to request, order or direct the foreclosure of any mortgage, deed of trust or other security agreement in favor of the Corporation held or owned by the Corporation (or held by this Corporation in trust) securing a loan or loans or other obligations and to exercise any or all of the options and powers inuring to this Corporation under the provisions of such mortgages, deeds of trust or security agreements or under the terms of the note or notes thereby secured, including the power and authority to appoint and designate a successor trustee or trustees as substitutes for the trustee or trustees named in any such mortgage or deed of trust.

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Section 5.5    Refusal to Serve as Trustee. The Chairman of the Board, any Vice Chairman, the President, and any Executive Vice President, or such Officers as the Board, by resolution, shall appoint, shall each have power and authority to act for the Corporation in refusing or declining to act as trustee under any mortgage or deed of trust securing a loan on real or personal property in which this Corporation is named or designated as trustee, and/or to resign as such trustee, and to make, execute and deliver in the name of, and for and in behalf of the Corporation, appropriate instruments, in writing, evidencing such refusal or declination to so act or such resignation.

Section 5.6    Authentication of Securities. The Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, or such Officers as the Board, by resolution shall approve, shall each have authority to countersign or authenticate bonds or certificates on behalf of this Corporation as Trustee, and to sign, in behalf of this Corporation as Trustee, authentications or certifications of this Corporation as Trustee under any mortgage, deed of trust or other agreement securing an issue of bonds, debentures, notes or other obligations of any corporation, association or individual, or as registrar or transfer agent, and also certificates of deposit for stock, bonds, debentures, notes or other obligations, interim certificates and trust certificates. The Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, and such Officers as the Board, by resolution, shall appoint, or the Secretary and any Assistant Secretary shall each have authority to countersign or authenticate bonds or certificates on behalf of this Corporation where this Corporation is the direct purchaser of the issue and to execute any closing documents required for the purchase of such bonds.

Section 5.7    Trust Division. The Chairman of the Board shall assign an Officer who shall have and may exercise, subject to the control of the Chairman, a Vice Chairman or the President, general supervision over the Trust Division. Such Officer together with such other Officers designated by the Board and assigned to the Trust Division and each of them, may represent the Corporation in any of the business of said division. All securities and funds held by the Corporation in a fiduciary capacity and the accounts of each trust or other fiduciary relationship shall be held separate and apart from those of every other and entirely separate and apart from the assets of the Corporation, and such securities shall be subject to the joint control of two Officers or, if designated by the Officer having general supervision of the Trust Division, employees of the Trust Division.

Section 5.8    Trusts. The Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, the Officer having general supervision of the Trust Division, or such other Officers as the Board may designate within the Trust Division shall each have authority, for and on behalf of this Corporation, to accept or reject any and all trusts or other fiduciary duties or responsibilities which may be offered to this Corporation, and in connection therewith to execute, on behalf of this Corporation, all trust agreements or other appropriate instruments and the Secretary, or any Assistant Secretary of this Corporation, is authorized to affix the seal of this Corporation to any such trust agreement or other instrument which has been duly signed by any such officer.

Section 5.9    Substitution of Attorney-in-Fact. Whenever this Corporation has been, or may be appointed Attorney-in-Fact, with power of substitution in and about the transfer of shares of capital stock, bonds or other instruments commonly referred to as securities of any corporation or other entity, the Chairman of the Board, any Vice Chairman, the President, or any Executive Vice President or such other Officers as the Board shall, by resolution, designate, may substitute, by a proper written instrument, an attorney-in-fact to act in the place and stead of this Corporation in and about such transfer.

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Section 5.10    Purchase or Transfer of Securities. The Chairman of the Board, any Vice Chairman, the President, and any Executive Vice President, the Controller or such other Officers as the Board shall, by resolution, designate, shall each have authority for and in behalf of the Corporation, and in its name, to sell, assign and transfer, or to purchase or otherwise acquire, directly or through a cash account of this Corporation established or maintained with a brokerage firm selected by such person, any and all shares of the capital stock, bonds, or other instruments commonly referred to as securities, and notes, mortgages and deeds of trust issued by any corporation or other entity and held or to be held by this Corporation in its own capacity or in any fiduciary capacity; and the Chairman of the Board, any Vice Chairman or the President may designate, in writing, from time to time, such other officers or employees as shall be authorized to exercise the powers granted by this Section.

Section 5.11    Banking Relationships. The Chairman of the Board, any Vice Chairman and the President shall each have authority for and in behalf of the Corporation to designate from time to time institutions with which this Corporation may maintain checking or other depository accounts, safekeeping accounts, clearing accounts or such other form of account as may be deemed necessary or appropriate for the conduct of the Corporation’s business, whether any such account shall be in the name of this Corporation or in the name of this Corporation in any custodial or fiduciary capacity, and to designate from time to time such individuals, who may be officers or employees of this Corporation, as shall be authorized to effect transactions with respect thereto, and with respect to any and all accounts or transactions with the Federal Reserve Bank , including, without limitation, the signing of checks, drafts or other orders with respect to any depository account to effect the deposit or withdrawal of funds, securities, instruments or other documents held in or subject to any such account, including delivery instructions with respect to any safekeeping, clearing or other form of account, and any such transactions as may be effected by a designated individual shall include authority to effect transfers of funds, securities, instruments or other documents subject to any such account by wire or telephone instruction.

ARTICLE VI

STOCK

Section 6.1    Stock Certificates--Transferred. The capital stock of this Corporation shall be represented by certificates signed by the Chairman of the Board, any Vice Chairman, the President, or any Executive Vice President, and attested by the Secretary or an Assistant Secretary, with the corporate seal affixed, and shall be transferable only on the books of the Corporation, in person or by attorney duly authorized according to law; and when stock is transferred, the certificate therefor shall be returned to the Corporation and canceled, and new certificate issued.

Section 6.2    Stockholders Recognized. Until stock shall be transferred, as provided in Section 6.l, no person shall be recognized by this Corporation as the owner of said stock, except the person to whom the same was issued, and in whose name the same stands on the books of the Corporation, except as provided by law in case of executor, administrator, guardian or trustee.

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Section 6.3    Record Date. With respect to each meeting of stockholders, each declaration and payment of a dividend or distribution, or each declaration and grant of allotment of rights, the Board may fix a date preceding the date on which such event affecting the rights of any stockholder shall occur as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting or entitled to receive payment of any such dividend or to any such allotment of rights or to exercise the rights in respect of any change, conversion or exchange of capital stock, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. Any such date as may be fixed by the Board as the record date shall not precede the date of any meeting of stockholders, the date for the payment of any dividend or the date for allotment of rights or the date when any change, conversion or exchange of capital stock shall go into effect by more than fifty days. If the Board shall not have set a record date for the determination of its stockholders entitled to participate in the event for which a record date be established, the date on which notice of the meeting is mailed or the date such dividend is declared or other right announced shall be the record date for such determination of stockholders so entitled to participate.

ARTICLE VII

MISCELLANEOUS

Section 7.1    Fiscal Year. The fiscal year of this Corporation shall end on the 31st day of December in each year, and at the close of each fiscal year it shall be the duty of the Board to cause a complete and accurate statement of the financial condition of the Corporation to be made forthwith from the books thereof, a copy of which shall be submitted to the stockholders at the annual meeting.

Section 7.2    Seal. The Corporation shall have a corporate seal which shall have inscribed around the upper circumference thereof “Commerce Bank” and elsewhere thereon shall bear the word “Seal.”

Section 7.3    Business Hours. The main office and all other facilities of the Corporation shall be open for the transaction of business on such days and during such hours as the Board or the Executive Committee may in its discretion determine. The Board of Directors, or the Executive Committee, however, may in its discretion change said hours and days, or close the office entirely, whenever the interests of the Corporation will be best served thereby, or circumstances shall render the same proper.

Section 7.4    Amendments. The Board shall have the power to make, alter, amend, or repeal the Bylaws of this Corporation from time to time.

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Exhibit 5

Not applicable

21

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, COMMERCE BANK hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 10, 2019

By:	/s/ William E. Ekey
	William E. Ekey
	Senior Vice President

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Exhibit 7

Commerce Bancshares, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

	March 31, 2019
	(Unaudited)
	(In thousands)
ASSETS
Loans	$	14,120,722
Allowance for loan losses		(160,682	)
Net loans		13,960,040
Loans held for sale (including $8,908,000 of residential mortgage loans carried at fair value at March 31, 2019		20,085
Investment securities:
Available for sale debt ($312,276,000 and $463,325,000 pledged at March 31, 2019 to secure swap and repurchase agreements)		8,627,890
Trading debt		30,427
Equity		4,694
Other		129,504
Total investment securities		8,792,515
Federal funds sold and short-term securities purchased under agreements to resell		250
Long-term securities purchased under agreements to resell		700,000
Interest earning deposits with banks		166,077
Cash and due from banks		428,018
Premises and equipment, net		362,679
Goodwill		138,921
Other intangible assets, net		8,511
Other assets		456,375
Total assets	$	25,033,471
LIABILITIES AND EQUITY
Deposits:
Non-interest bearing	$	6,298,724
Savings, interest checking and money market		11,799,346
Certificates of deposit of less than $100,000		599,289
Certificates of deposit of $100,000 and over		1,276,994
Total deposits		19,974,353
Federal funds purchased and securities sold under agreements to repurchase		1,722,751
Other borrowings		2,022
Other liabilities		291,132
Total liabilities		21,990,258
Commerce Bancshares, Inc. stockholders’ equity:
Preferred stock, $1 par value Authorized 2,000,000 shares; issued 6,000 shares		144,784
Common stock, $5 par value Authorized 120,000,000 shares; issued 111,886,450 shares		559,432
Capital surplus		2,074,912
Retained earnings		307,193
Treasury stock of 985,029 shares at March 31, 2019		(60,547	)
Accumulated other comprehensive income (loss)		11,981
Total Commerce Bancshares, Inc. stockholders’ equity		3,037,755
Non-controlling interest		5,458
Total equity		3,043,213
Total liabilities and equity	$	25,033,471

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EX-25.2

Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Linda Garcia

U.S. Bank National Association

190 S. LaSalle Street

Chicago, IL 60603

(312) 332-6781

(Name, address and telephone number of agent for service)

SPIRE INC.

(Issuer with respect to the Securities)

Missouri	74-2976504
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Market Street St. Louis, MO	63101
(Address of Principal Executive Offices)	(Zip Code)

Junior Subordinated Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee. a)  Name and address of each examining or supervising authority to which it is subject.         Comptroller of the Currency         Washington, D.C. b)  Whether it is authorized to exercise corporate trust powers.         Yes
Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.         None
Items 3-15	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1.  A copy of the Articles of Association of the Trustee.* 2.  A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. 3.  A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. 4.  A copy of the existing bylaws of the Trustee.** 5.  A copy of each Indenture referred to in Item 4. Not applicable. 6.  The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7.  Report of Condition of the Trustee as of December 31, 2018 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*   Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois on the 10th of May, 2019.

By:	/s/ Linda Garcia
	Linda Garcia Vice President

3

Exhibit 2

4

Exhibit 3

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 10, 2019

By:	/s/ Linda Garcia
	Linda Garcia Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2018

($000’s)

	12/31/2018
Assets
Cash and Balances Due From Depository Institutions	$	21,369,509
Securities		111,246,751
Federal Funds		101,423
Loans & Lease Financing Receivables		284,800,984
Fixed Assets		3,721,348
Intangible Assets		12,896,259
Other Assets		25,340,330
Total Assets	$	459,476,604
Liabilities
Deposits	$	356,297,122
Fed Funds		2,426,334
Treasury Demand Notes		0
Trading Liabilities		783,326
Other Borrowed Money		34,725,959
Acceptances		0
Subordinated Notes and Debentures		3,800,000
Other Liabilities		12,916,232
Total Liabilities	$	410,948,973
Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		33,443,222
Minority Interest in Subsidiaries		799,294
Total Equity Capital	$	48,527,631
Total Liabilities and Equity Capital	$	459,476,604

7

EX-25.3

Exhibit 25.3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

UMB BANK & TRUST, N.A.

(Exact name of trustee as specified in its charter)

U.S. National Bank	43-1745664
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

2 South Broadway, Suite 600, St. Louis, Missouri 63102

(Address of principal executive offices) (Zip Code)

Richard F. Novosak, Vice President

2 South Broadway, Suite 600, St. Louis, Missouri 63102

(314) 612-8483

(Name, address and telephone number of agent for service)

SPIRE INC.

(Exact name of obligor as specified in its charter)

MISSOURI	74-2976504
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Market Street, St. Louis, Missouri 63101

(314) 342-0500

(Address of principal executive offices) (Zip Code)

UNSECURED SENIOR NOTES

        % Series due

(Title of indenture securities)

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency of the United Sates, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

If the Obligor is an affiliate of the trustee, describe each such affiliation.

The obligor is not an affiliate of the trustee or of its parent, UMB Bank, N.A.

Item 3. through Item 15.      Not applicable.

Item 16. List of Exhibits.

List below all exhibits filed as part of this statement of eligibility.

1. A copy of the articles of association of the trustee as now in effect.

Articles of Association of the Trustee, as now in effect. (Exhibit 1 to Form T-1 with Registration Statement No. 333-165974).

2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association.

Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association. (Exhibit 2 to Form T-1 with Registration Statement No. 333-165974).

3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2), above.

Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-165974).

4. A copy of the existing by-laws of the trustee, or instruments corresponding thereto.

Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-165974).

5. A copy of each indenture referred to in Item 4. if the obligor is in default.

Not applicable.

6. The consents of United States institutional trustees required by Section 321(b) of the Act.

Consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-165974).

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Report of the Condition of the Trustee as of December 31, 2018. (Exhibit 1).

1

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, UMB Bank & Trust, N.A., a national banking association existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Louis and the State of Missouri, on the 9th day of May 2019.

UMB BANK & TRUST, N.A.
By:  /S/ Brian P. Krippner
NAME:	Brian P. Krippner
TITLE:	Senior Vice President

2

EXHIBIT 1

UMB Bank & Trust, N.A.

Consolidated Statement of Condition

As of December 31, 2018

	12/31/2018
Assets
Cash and Due from Bank	$	0
Total Investment Securities		0
Total Premises and Equipment		0
Accrued Income Receivable		0
Other Assets		3,000,000
Goodwill Net		0
Total Assets	$	3,000,000
Liabilities
Accrued Tax and Other		0
Unearned Revenue		0
Total Liabilities	$	0
Stockholders Equity
Common Stock		1,000,000
Paid In Surplus		2,000,000
Retained Earnings		0
Total Stockholders Equity	$	3,000,000
Total Liabilities and Stockholders Equity	$	3,000,000