On March 8, 2017, Spark Energy, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with RBC
Capital Markets, LLC, as representative of the several
underwriters identified therein (collectively, the Underwriters),
to which the Company agreed to sell up to 1,610,000 shares of the
Companys newly designated 8.75% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01
per share and liquidation preference $25.00 per share (the Series
A Preferred Stock), which number includes an option to purchase
up to an additional 210,000 shares of Series A Preferred Stock
(the Underwriters Option), at a price to the public of $25.00 per
share of Series A Preferred Stock ($24.2125 per share of Series A
Preferred Stock to the Company, net of underwriting discounts and
commissions). The Company expects to receive approximately $33.6
million in net proceeds from the offering (excluding the
Underwriters Option), after deducting underwriting discounts and
commissions and a structuring fee, but before estimated offering
expenses.

The Series A Preferred Stock will be issued to a final prospectus
supplement (the Prospectus Supplement) filed by the Company on
March 10, 2017 with the Securities and Exchange Commission to
rule 424(b) of the Securities Act of 1933, as amended (the
Securities Act), in connection with a shelf registration
statement filed by the Company on Form S-3 (File No. 333-214023),
which became effective on October 20, 2016. The offering is
expected to close on or about March 15, 2017, subject to the
satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company and the Underwriters have
agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act.

The Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K, and the description of the material
terms of the Underwriting Agreement is qualified in its entirety
by reference to such exhibit. For more detailed description of
the Underwriting Agreement, see the disclosure under the caption
Underwriting contained in the Prospectus Supplement, which
disclosure is hereby incorporated by reference.

In connection with the filing of the Underwriting Agreement, the
Company is filing as Exhibits 5.1 and 23.1 hereto the opinion and
consent, respectively, of its counsel, Andrews Kurth Kenyon LLP.

Item 3.03. Material Modification to Rights of Security Holders.

The filing of the Certificate of Designations (as defined below)
and the issuance of the Series A Preferred Stock affects the
holders of the Companys Class A common stock and Class B common
stock to the extent provided for in the Certificate of
Designations. The information included in Item 5.03 of this
Current Report on Form 8-K, including the description of the
Certificate of Designations, is also incorporated by reference
into this Item 3.03 of this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March 14, 2017, the Company filed a Certificate of
Designations of Rights and Preferences (the Certificate of
Designations) to its Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of
Delaware with respect to 4,000,000 shares of Series A Preferred
Stock. to the Certificate of Designations, except upon a change
of control of the Company, the Series A Preferred Stock will not
be subject to preemptive rights and is not convertible into, or
exchangeable for, any of the Companys other property or
securities. The Series A Preferred Stock may not be redeemed
before April 15, 2022, at or after which time the Series A
Preferred Stock may be redeemed, in whole or in part, at the
Companys option at any time or from time to time, for cash at a
redemption price of $25.00 per share, plus any accumulated and
unpaid dividends thereon to, but not including, the date fixed
for redemption. In the event of a change of control of the
Company, the Series A Preferred Stock will be redeemable at the
option of the Company (or the acquiring entity) in whole or in
part within one hundred twenty (120) days after the first date on
which such change of control occurred, for cash at a redemption
price of $25.00 per share, plus any accumulated and unpaid
dividends thereon to, but not including, the date fixed for
redemption. There is no mandatory redemption of the Series A
Preferred Stock. See the Certificate of Designations for
additional information relating to the payment of dividends,
voting rights, the ranking of the Series A Preferred Stock in
comparison with the Companys other securities, and other matters.

The foregoing description of the Certificate of Designations does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Designations, a
copy of which is filed as Exhibit 5 to the Companys Form 8-A
filed on March 14, 2017 and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

In connection with the offering, the Company issued a press
release announcing the commencement of the offering and a press
release announcing that it had priced the offering (collectively,
the Press Releases). The Press Releases are furnished herewith as
Exhibit 99.1 and 99.2, respectively, to this report and are
incorporated herein by reference.

The information set forth in the attached Exhibit 99.1 and
Exhibit 99.2 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits