Spire Inc. (NYSE:SR) agreed to acquire Business of Piedmont Natural Gas Company, Inc. for $2.5 billion on July 27, 2025. Spire Inc. will pay $2.5 billion in cash. Purchase price is subject to adjustment. The Transaction is supported by a fully committed bridge facility with Bank of Montreal ("BMO") Capital Markets Corp. for the entire purchase price. Contemporaneously with the execution of the Purchase Agreement, Spire entered into a commitment letter with Bank of Montreal and BMO Capital Markets Corp. (the ?Commitment Parties?) pursuant to which the Commitment Parties committed to provide, subject to the terms and conditions therein, senior unsecured bridge term loan facilities in an aggregate principal amount of up to $2.48 billion, comprised of a Tranche A facility of up to $1.88 billion and a Tranche B facility of up to $600 million (together, the ?Bridge Facilities?). The Bridge Facilities will be available in a single draw on the acquisition closing date and mature 364 days thereafter; any undrawn commitments terminate at the closing of the Acquisition. In the event, if the conditions are not satisfied as a result of a breach of this Agreement by Buyer), then Buyer shall, within two (2) Business Days following any such termination, pay to Seller or its designee in cash by wire transfer in immediately available funds to an account designated by Seller a non-refundable fee in an amount equal to six and a half percent (6.5%) of the Base Purchase Price (the ?Reverse Termination Fee"). Proceeds from the sale of gas marketing business to Boardwalk Pipeline are expected to be used to partially fund the acquisition of the Piedmont Natural Gas Tennessee business and general corporate purposes.

The completion of the Transaction is subject to customary closing conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) approval of the Tennessee Public Utility Commission, (iii) no Material Adverse Effect having occurred since the date of the Purchase Agreement, and (iv) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties with their respective obligations under the Purchase Agreement. The Transaction is not subject to a financing condition and is expected to close in the first quarter of 2026, subject to satisfaction of the foregoing conditions. Approximately $800 million of the proceeds will be used to offset debt at Piedmont Natural Gas to maintain its capital structure, and Duke Energy expects to utilize existing tax credits to offset a majority of the cash taxes resulting from the transaction. The remaining net proceeds of $1.5 billion will help efficiently fund Duke Energy?s $83 billion five-year capital plan. The acquisition is accretive and supportive of long-term 5-7% adjusted EPS growth. The Acquisition has satisfied the waiting period without objection under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On October 31, 2025, the FERC approved the transfer of gas supply contracts to Spire. The Acquisition is expected to close in the first quarter of calendar 2026. On March 16, 2026, the Tennessee Public Utility Commission has approved the transaction. The closing condition related to the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (?HSR?), as amended, has been satisfied. The completion of the Transaction is subject to certain other customary closing conditions. The Transaction is currently expected to close prior to the end of the first quarter of 2026.

JP Morgan Securities LLC and RBC Capital Markets LLC served as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP, McGuireWoods and Holland & Knight served as legal advisors to Piedmont Natural Gas Company. BMO Capital Markets Corp. acted as exclusive financial advisor and McGuireWoods acted as legal advisor to Spire. Newlin Capital Advisors acted as advisor to Spire. Jeffrey L. Kochian, Brittany J. Harrison, Julie Ann Rosenberg Lamm, Nicholas M. Schwartz, Natalie Karam, Patrick Kwak, Lauren G. Grau, Zackary Pullin, Eric S. Wolf, Teresa L. Reuter and J. Matthew Schmitten of Sidley Austin LLP acted as lead legal counsel to Spire, with additional legal counsel provided by Bradley Arant Boult Cummings LLP.

Spire Inc. (NYSE:SR) completed the acquisition of Business of Piedmont Natural Gas Company, Inc. on March 31, 2026. Following the transaction, the business will operate as Spire Tennessee and be integrated into Spire?s existing utility business serving customers across Missouri, Alabama and Mississippi.