A Dark Vector Cognition product

Item 1. Financial Statements

91K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2025September 30, 2025
(Unaudited)
(In thousands, except share data)
ASSETS
Property, plant and equipment$30,322,427$29,264,136
Less accumulated depreciation and amortization4,054,5563,971,146
Net property, plant and equipment26,267,87125,292,990
Current assets
Cash and cash equivalents367,023202,687
Restricted cash and cash equivalents4,4881,116
Cash and cash equivalents and restricted cash and cash equivalents371,511203,803
Accounts receivable, net731,131375,509
Gas stored underground159,529171,756
Other current assets373,652301,627
Total current assets1,635,8231,052,695
Securitized intangible asset, net (See Note 9)72,79875,127
Goodwill731,257731,257
Deferred charges and other assets1,090,6461,097,453
$29,798,395$28,249,522
CAPITALIZATION AND LIABILITIES
Shareholders’ equity
Common stock, no par value (stated at $0.005 per share); 200,000,000 shares authorized; issued and outstanding: December 31, 2025 — 165,434,477 shares; September 30, 2025 — 161,568,384 shares$827$808
Additional paid-in capital8,707,6868,221,455
Accumulated other comprehensive income470,210475,015
Retained earnings5,104,1694,861,612
Shareholders’ equity14,282,89213,558,890
Long-term debt, net9,553,6258,907,169
Securitized long-term debt (See Note 9)68,23668,236
Total capitalization23,904,75322,534,295
Current liabilities
Accounts payable and accrued liabilities616,867506,516
Other current liabilities819,147835,557
Current maturities of long-term debt2,25011,775
Current maturities of securitized long-term debt (See Note 9)8,7678,767
Total current liabilities1,447,0311,362,615
Deferred income taxes3,028,3132,918,347
Regulatory excess deferred taxes106,099117,482
Regulatory cost of removal obligation520,047532,461
Deferred credits and other liabilities792,152784,322
$29,798,395$28,249,522

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 31
20252024
(Unaudited) (In thousands, except per share data)
Operating revenues
Distribution segment$1,258,826$1,109,335
Pipeline and storage segment286,633255,390
Intersegment eliminations(202,874)(188,726)
Total operating revenues1,342,5851,175,999
Purchased gas cost
Distribution segment497,036422,570
Pipeline and storage segment1,567(58)
Intersegment eliminations(202,604)(188,464)
Total purchased gas cost295,999234,048
Operation and maintenance expense229,810207,044
Depreciation and amortization expense194,645180,533
Taxes, other than income107,36794,894
Operating income514,764459,480
Other non-operating income22,23124,634
Interest charges33,41352,925
Income before income taxes503,582431,189
Income tax expense100,61879,331
Net income$402,964$351,858
Basic net income per share$2.48$2.25
Diluted net income per share$2.44$2.23
Cash dividends per share$1.00$0.87
Basic weighted average shares outstanding162,727156,301
Diluted weighted average shares outstanding164,871157,824
Net income$402,964$351,858
Other comprehensive income (loss), net of tax
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $0 and $(42)1(138)
Cash flow hedges:
Amortization and unrealized gains (losses) on interest rate agreements, net of tax of $(1,338) and $3,492(4,806)16,561
Total other comprehensive income (loss)(4,805)16,423
Total comprehensive income$398,159$368,281

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended December 31
20252024
(Unaudited) (In thousands)
Cash Flows From Operating Activities
Net income$402,964$351,858
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense194,645180,533
Deferred income taxes93,04471,107
Other(23,292)(19,279)
Net assets / liabilities from risk management activities6,9681,891
Net change in other operating assets and liabilities(366,271)(304,088)
Net cash provided by operating activities308,058282,022
Cash Flows From Investing Activities
Capital expenditures(1,033,347)(891,191)
Debt and equity securities activities, net(4,530)(490)
Other, net2,2342,740
Net cash used in investing activities(1,035,643)(888,941)
Cash Flows From Financing Activities
Net proceeds from equity issuances472,009379,490
Issuance of common stock through stock purchase and employee retirement plans2,6344,047
Proceeds from issuance of long-term debt596,532645,372
Repayment of long-term debt(10,000)—
Cash dividends paid(160,407)(135,453)
Debt issuance costs(5,475)(5,987)
Net cash provided by financing activities895,293887,469
Net increase in cash and cash equivalents and restricted cash and cash equivalents167,708280,550
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period203,803308,856
Cash and cash equivalents and restricted cash and cash equivalents at end of period$371,511$589,406

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31, 2025

1. Nature of Business

Atmos Energy Corporation (“Atmos Energy” or the “Company”) and its subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. Our distribution business is subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated divisions and subsidiaries operate.

Our distribution business delivers natural gas through sales and transportation arrangements to approximately 3.4 million residential, commercial, public authority, and industrial customers through our six regulated distribution divisions, which at December 31, 2025, covered service areas located in eight states.

Our pipeline and storage business, which is also subject to federal and state regulations, includes the transportation of natural gas to our Texas and Louisiana distribution systems and the management of our underground storage facilities used to support our distribution business in various states.

2. Summary of Significant Accounting Policies

Basis of Presentation

These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Because of seasonal and other factors, the results of operations for the three-month period ended December 31, 2025 are not indicative of our results of operations for the full 2026 fiscal year, which ends September 30, 2026.

Significant accounting policies

Our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.

Recently issued accounting pronouncements

In November 2024, the FASB issued guidance that will require more detailed information about the types of expenses in commonly presented expense captions. The amendment is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This amendment will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of fiscal 2029. We are currently evaluating the impact this may have on our financial statement disclosures.

In September 2025, the FASB issued guidance which provides qualitative updates to the determination of capitalizing internal-use software costs by expanding the scope to allow for various software development methods. The amendment is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendment may be applied prospectively, retrospectively, or with a modified transition approach. This amendment will be effective for our Form 10-K for fiscal 2029 and our Form 10-Q for the first quarter of fiscal 2029. We are currently evaluating the impact this may have on our financial statement disclosures.

3. Regulation

Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. Substantially all of our regulatory assets are recorded as a component of other current assets and deferred charges and other

assets and our regulatory liabilities are recorded as a component of other current liabilities and deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities.

Regulatory assets and liabilities as of December 31, 2025 and September 30, 2025 included the following:

December 31, 2025September 30, 2025
(In thousands)
Regulatory assets:
Pension and postretirement benefit costs$234$262
Infrastructure mechanisms (1)299,641314,047
Winter Storm Uri incremental costs4,0695,841
Deferred gas costs151,187140,626
Regulatory excess deferred taxes (2)49,46849,793
Recoverable loss on reacquired debt2,8612,903
Deferred pipeline record collection costs36,97239,035
System Safety and Integrity Riders (3)39,95543,625
Other13,19312,597
$597,580$608,729
Regulatory liabilities:
Regulatory excess deferred taxes (2)$171,412$190,274
Regulatory cost of removal obligation638,265641,019
Deferred gas costs4,7376,879
APT annual adjustment mechanism114,11099,393
Pension and postretirement benefit costs289,695291,351
Other42,89040,732
$1,261,109$1,269,648

(1)Texas, Louisiana, and Tennessee have authorized infrastructure mechanisms that mitigate regulatory lag and allow for the deferral of eligible incurred costs related to qualifying capital expenditures until new rates are implemented. The investment and deferred costs are required to be included in the Company's next rate filing (rate case or annual rate filing) for recovery through base rates.

(2)Regulatory excess deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJA"), a Kansas legislative change enacted in fiscal 2020, and a Louisiana legislative change enacted in fiscal 2025. See Note 12 to the condensed consolidated financial statements for further information.

(3)In our APT and West Texas Divisions and portions of our Mid-Tex Division, the RRC has approved the deferral of certain system safety and integrity costs incurred in excess of a specified benchmark. These costs are eligible for recovery in a future filing after such costs are approved by the RRC.

4. Segment Information

We manage and review our consolidated operations through the following reportable segments:

  • The distribution segment is comprised of our regulated natural gas distribution and related sales operations in eight states.

  • The pipeline and storage segment is comprised primarily of the regulated pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Income statement information and capital expenditures for the three months ended December 31, 2025 and 2024 by segment are presented in the following tables:

Three Months Ended December 31, 2025
DistributionPipeline and StorageTotal of Reportable Segments
(In thousands)
Operating revenues from external parties$1,258,049$84,536$1,342,585
Intersegment revenues777202,097202,874
Total operating revenues1,258,826286,6331,545,459
Operation and maintenance expense165,36858,592223,960
Depreciation and amortization expense (2)145,98848,657194,645
Interest charges (2)24,4458,96833,413
Income tax expense (2)61,14239,476100,618
Other segment items (1)592,648(2,789)589,859
Net income (2)$269,235$133,729$402,964
Capital expenditures (2)$804,575$228,772$1,033,347
Reconciliation to consolidated total operating revenues:
Total operating revenues of reportable segments$1,545,459
Elimination of intersegment revenues(202,874)
Consolidated total operating revenues$1,342,585
Three Months Ended December 31, 2024
DistributionPipeline and StorageTotal of Reportable Segments
(In thousands)
Operating revenues from external parties$1,108,569$67,430$1,175,999
Intersegment revenues766187,960188,726
Total operating revenues1,109,335255,3901,364,725
Operation and maintenance expense145,89652,734198,630
Depreciation and amortization expense (2)133,62746,906180,533
Interest charges (2)34,24918,67652,925
Income tax expense (2)51,67027,66179,331
Other segment items (1)503,680(2,232)501,448
Net income (2)$240,213$111,645$351,858
Capital expenditures (2)$625,649$265,542$891,191
Reconciliation to consolidated total operating revenues:
Total operating revenues of reportable segments$1,364,725
Elimination of intersegment revenues(188,726)
Consolidated total operating revenues$1,175,999

(1)Other segment items consist of purchased gas cost, bad debt expense, taxes other than income taxes, the equity component of AFUDC, community support spending, and other segment income or expense deemed insignificant which are used to reach net income, our measurement of segment profit or loss.

(2)The totals of reportable segments for these items reconcile to consolidated totals.

Balance sheet information at December 31, 2025 and September 30, 2025 by segment is presented in the following tables:

December 31, 2025
DistributionPipeline and StorageTotal of Reportable Segments
(In thousands)
Net property, plant and equipment (1)$19,503,317$6,764,554$26,267,871
Total assets$28,804,007$7,152,658$35,956,665
Reconciliation to consolidated assets:
Total assets of reportable segments$35,956,665
Elimination of intersegment assets(6,158,270)
Consolidated total assets$29,798,395
September 30, 2025
DistributionPipeline and StorageTotal of Reportable Segments
(In thousands)
Net property, plant and equipment (1)$18,765,128$6,527,862$25,292,990
Total assets$27,296,805$6,896,646$34,193,451
Reconciliation to consolidated assets:
Total assets of reportable segments$34,193,451
Elimination of intersegment assets(5,943,929)
Consolidated total assets$28,249,522

(1)The total of reportable segments for this item reconciles to consolidated total.

5. Earnings Per Share

We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Basic weighted average shares outstanding is calculated based upon the weighted average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock awards that have not yet been issued as common stock. Additionally, the weighted average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, discussed in Note 8 to the condensed consolidated financial statements, when the impact is dilutive.

Basic and diluted earnings per share for the three months ended December 31, 2025 and 2024 are calculated as follows:

Three Months Ended December 31
20252024
(In thousands, except per share amounts)
Basic Earnings Per Share
Net income$402,964$351,858
Less: Income allocated to participating securities139159
Income available to common shareholders$402,825$351,699
Basic weighted average shares outstanding162,727156,301
Net income per share — Basic$2.48$2.25
Diluted Earnings Per Share
Income available to common shareholders$402,825$351,699
Effect of dilutive shares——
Income available to common shareholders$402,825$351,699
Basic weighted average shares outstanding162,727156,301
Dilutive shares2,1441,523
Diluted weighted average shares outstanding164,871157,824
Net income per share — Diluted$2.44$2.23

6. Revenue and Accounts Receivable

Revenue

Our revenue recognition policy is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The following tables disaggregate our revenue from contracts with customers by customer type and segment and provide a reconciliation to total operating revenues, including intersegment revenues, for the three months ended December 31, 2025 and 2024.

Three Months Ended December 31, 2025Three Months Ended December 31, 2024
DistributionPipeline and StorageDistributionPipeline and Storage
(In thousands)
Gas sales revenues:
Residential$780,412$—$693,050$—
Commercial315,565—266,054—
Industrial32,861—26,321—
Public authority and other10,077—12,881—
Total gas sales revenues1,138,915—998,306—
Transportation revenues41,478317,40336,727266,029
Miscellaneous revenues2,8382,6303,0222,664
Revenues from contracts with customers1,183,231320,0331,038,055268,693
Alternative revenue program revenues71,832(33,400)67,336(13,303)
Other revenues3,763—3,944—
Total operating revenues$1,258,826$286,633$1,109,335$255,390

We have alternative revenue programs in each of our segments. In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate the effects of weather on our revenue. In our pipeline and storage segment, APT has a regulatory mechanism that requires that we share with its tariffed customers 75% of the difference between the total non-tariffed revenues earned during a test period and a revenue benchmark established by the RRC. Other revenues includes AEK revenues (see Note 9 to the condensed consolidated financial statements) and other miscellaneous revenues.

Accounts receivable and allowance for uncollectible accounts

Accounts receivable arise from natural gas sales to residential, commercial, industrial, public authority, and other customers. Our accounts receivable balance includes unbilled amounts which represent a customer’s consumption of gas from the date of the last cycle billing through the last day of the month. Our policy related to the accounting for our accounts receivable and allowance for uncollectible accounts is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes to this policy. Rollforwards of our allowance for uncollectible accounts for the three months ended December 31, 2025 and 2024 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills for approximately 89 percent of our customers as we have the ability to collect these gas costs through our gas cost recovery mechanisms in most of our jurisdictions.

Three Months Ended December 31, 2025
(In thousands)
Beginning balance, September 30, 2025$45,259
Current period provisions7,424
Write-offs charged against allowance(8,591)
Recoveries of amounts previously written off1,008
Ending balance, December 31, 2025$45,100
Three Months Ended December 31, 2024
(In thousands)
Beginning balance, September 30, 2024$37,056
Current period provisions8,623
Write-offs charged against allowance(7,447)
Recoveries of amounts previously written off934
Ending balance, December 31, 2024$39,166

7. Debt

The nature and terms of our debt instruments and credit facilities are described in detail in Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Other than as described below, there were no material changes in the terms of our debt instruments during the three months ended December 31, 2025.

Long-term debt at December 31, 2025 and September 30, 2025 consisted of the following:

December 31, 2025September 30, 2025
(In thousands)
Unsecured 3.00% Senior Notes, due June 2027$500,000$500,000
Unsecured 2.625% Senior Notes, due September 2029500,000500,000
Unsecured 1.50% Senior Notes, due January 2031600,000600,000
Unsecured 5.45% Senior Notes, due October 2032300,000300,000
Unsecured 5.90% Senior Notes, due November 2033725,000725,000
Unsecured 5.95% Senior Notes, due October 2034200,000200,000
Unsecured 5.20% Senior Notes, due August 2035500,000500,000
Unsecured 5.50% Senior Notes, due June 2041400,000400,000
Unsecured 4.15% Senior Notes, due January 2043500,000500,000
Unsecured 4.125% Senior Notes, due October 2044750,000750,000
Unsecured 4.30% Senior Notes, due October 2048600,000600,000
Unsecured 4.125% Senior Notes, due March 2049450,000450,000
Unsecured 3.375% Senior Notes, due September 2049500,000500,000
Unsecured 2.85% Senior Notes, due February 2052600,000600,000
Unsecured 5.75% Senior Notes, due October 2052500,000500,000
Unsecured 6.20% Senior Notes, due November 2053500,000500,000
Unsecured 5.00% Senior Notes, due December 2054650,000650,000
Unsecured 5.45% Senior Notes, due January 2056600,000—
Medium-term note Series A, 1995-1, 6.67%, due December 2025—10,000
Unsecured 6.75% Debentures, due July 2028150,000150,000
Finance lease obligations102,16847,234
Total long-term debt9,627,1688,982,234
Less:
Original issue (premium) discount on unsecured senior notes and debentures2,398(1,332)
Debt issuance cost68,89564,622
Current maturities of long-term debt2,25011,775
Total long-term debt, net$9,553,625$8,907,169

On October 1, 2025, we completed a public offering of $600 million of 5.45% senior notes due January 2056, with an effective interest rate of 4.85%, after giving effect to the offering costs and settlement of our interest rate swaps. The net proceeds from the offering, after the underwriting discount and offering expenses, of $590.0 million were used for general corporate purposes.

Short-term debt

We utilize short-term debt to provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company’s desired capital structure. Our short-term borrowing requirements are driven primarily by construction work in progress and the seasonal nature of the natural gas business.

Our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial paper program and four committed revolving credit facilities with third-party lenders that provide $3.1 billion of total working capital funding.

The primary source of our funding is our commercial paper program, which is supported by a five-year unsecured $1.5 billion credit facility that expires on March 28, 2030.This facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total

committed loan to $1.75 billion. At December 31, 2025 and September 30, 2025, there were no amounts outstanding under our commercial paper program.

We also have a $1.5 billion three-year senior unsecured credit facility, which expires March 28, 2028, that is used to provide additional working capital funding. This facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company's credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total committed loan to $1.75 billion. At December 31, 2025 and September 30, 2025, there were no borrowings outstanding under this facility.

Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2025 and is used to provide working capital funding. There were no borrowings outstanding under this facility as of December 31, 2025 and September 30, 2025.

Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed March 31, 2025 and is used to issue letters of credit and to provide working capital funding. At December 31, 2025, there were no borrowings outstanding under this facility; however, outstanding letters of credit reduced the total amount available to us to $44.4 million.

Debt covenants

The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total-debt-to-total-capitalization of no greater than 70 percent. At December 31, 2025, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 41 percent. In addition, both the interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.

These credit facilities and our public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales, and mergers. Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or if not paid at maturity. We were in compliance with all of our debt covenants as of December 31, 2025. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.

8. Shareholders' Equity

The following tables present a reconciliation of changes in stockholders' equity for the three months ended December 31, 2025 and 2024.

Common stockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal
Number of SharesStated Value
(In thousands, except share and per share data)
Balance, September 30, 2025161,568,384$808$8,221,455$475,015$4,861,612$13,558,890
Net income————402,964402,964
Other comprehensive loss———(4,805)—(4,805)
Cash dividends ($1.00 per share)————(160,407)(160,407)
Common stock issued:
Public and other stock offerings3,709,64718474,625——474,643
Stock-based compensation plans156,446111,606——11,607
Balance, December 31, 2025165,434,477$827$8,707,686$470,210$5,104,169$14,282,892
Common stockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Retained EarningsTotal
Number of SharesStated Value
(In thousands, except share and per share data)
Balance, September 30, 2024155,258,845$776$7,474,559$465,715$4,216,619$12,157,669
Net income————351,858351,858
Other comprehensive income———16,423—16,423
Cash dividends ($0.87 per share)————(135,453)(135,453)
Common stock issued:
Public and other stock offerings3,329,35817383,520——383,537
Stock-based compensation plans137,86216,446——6,447
Balance, December 31, 2024158,726,065$794$7,864,525$482,138$4,433,024$12,780,481

Shelf Registration, At-the-Market Equity Sales Program and Equity Issuances

We have a shelf registration statement on file with the Securities and Exchange Commission (SEC) that allows us to issue up to $8.0 billion in common stock and/or debt securities, which expires December 3, 2027. At December 31, 2025, $5.2 billion of securities were available for issuance under this shelf registration statement.

We also have an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $1.7 billion through December 3, 2027 (including shares of common stock that may be sold pursuant to forward sale agreements entered into concurrently with the ATM equity sales program).

During the three months ended December 31, 2025, we settled forward sale agreements with respect to 3,683,384 shares that had been borrowed and sold by various forward sellers under the ATM program for net proceeds of $472.0 million. As of December 31, 2025, $827.1 million of equity was available for issuance under our existing ATM program. Additionally, we had $1.1 billion in available proceeds from outstanding forward sale agreements, as detailed below.

MaturityShares AvailableNet Proceeds Available (In thousands)Forward Price
June 30, 20261,773,043$231,237$130.42
December 31, 20263,392,352475,828$140.26
March 31, 20272,486,880381,858$153.55
Total7,652,275$1,088,923$142.30

Accumulated Other Comprehensive Income (Loss)

We record deferred gains (losses) in AOCI related to available-for-sale debt securities and interest rate agreement cash flow hedges. Deferred gains (losses) for our available-for-sale debt securities are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings on a straight-line basis over the life of the related financing. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income (loss).

Available- for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2025$209$474,806$475,015
Other comprehensive income (loss) before reclassifications1—1
Amounts reclassified from accumulated other comprehensive income—(4,806)(4,806)
Net current-period other comprehensive income (loss)1(4,806)(4,805)
December 31, 2025$210$470,000$470,210
Available- for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2024$213$465,502$465,715
Other comprehensive income (loss) before reclassifications(138)19,71919,581
Amounts reclassified from accumulated other comprehensive income—(3,158)(3,158)
Net current-period other comprehensive income (loss)(138)16,56116,423
December 31, 2024$75$482,063$482,138

9. Securitization

Kansas

Atmos Energy Kansas Securitization I, LLC (AEK), a special-purpose entity wholly owned by Atmos Energy, was formed for the purpose of issuing securitized bonds to recover extraordinary costs incurred during Winter Storm Uri in February 2021. In June 2023, AEK completed a public offering of $95 million of Securitized Utility Tariff Bonds. AEK's assets cannot be used to settle Atmos Energy's obligations, and the holders of the Securitized Utility Tariff Bonds have no recourse against Atmos Energy.

As described in Note 10 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, AEK is considered to be a variable interest entity. As a result, AEK is included in the condensed consolidated financial statements of Atmos Energy.

The following table summarizes the impact of AEK on our condensed consolidated balance sheets, for the periods indicated:

December 31, 2025September 30, 2025
(In thousands)
Restricted cash and cash equivalents$4,488$1,116
Other current assets$8$1
Securitized intangible asset, net$72,798$75,127
Accrued interest$1,323$331
Current maturities of securitized long-term debt$8,767$8,767
Securitized long-term debt$68,236$68,236

The following table summarizes the impact of AEK on our condensed consolidated statements of comprehensive income, for the periods indicated:

Three Months Ended December 31
20252024
(In thousands)
Operating revenues$3,302$3,393
Operation and maintenance expense—(61)
Amortization expense(2,329)(2,264)
Interest expense, net(973)(1,068)
Income before income taxes$—$—

The securitized long-term debt is recorded at carrying value. The fair value of the securitized long-term debt is determined using third party market value quotations, which are considered Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value and fair value of the securitized long-term debt as of December 31, 2025 was $77.0 million and $78.6 million, and as of September 30, 2025 was $77.0 million and $78.8 million.

Texas

In March 2023, the Texas Natural Gas Securitization Finance Corporation (the Finance Corporation), with the authority of the Texas Public Finance Authority (TPFA), issued $3.5 billion in customer rate relief bonds with varying scheduled final maturities from 12 to 18 years. The bonds are obligations of the Finance Corporation, payable from the customer rate relief charges and other bond collateral, and are not an obligation of Atmos Energy. We began collecting the customer rate relief charges on October 1, 2023, and any such property collected is solely owned by the Finance Corporation and not available to pay creditors of Atmos Energy.

10. Interim Pension and Other Postretirement Benefit Plan Information

The components of our net periodic pension cost for our pension and other postretirement benefit plans for the three months ended December 31, 2025 and 2024 are presented in the following tables. Most of these costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense or other non-operating income.

Three Months Ended December 31
Pension BenefitsOther Benefits
2025202420252024
(In thousands)
Components of net periodic pension cost:
Service cost$2,580$2,837$2,017$2,033
Interest cost (1)6,9256,6633,6353,365
Expected return on assets (1)(7,949)(7,655)(4,070)(3,831)
Amortization of prior service cost (credit) (1)——(2,880)(3,260)
Amortization of actuarial (gain) loss (1)(51)256(2,415)(2,429)
Net periodic pension cost$1,505$2,101$(3,713)$(4,122)

(1) The components of net periodic cost other than the service cost component are included in the line item other non-operating income in the condensed consolidated statements of comprehensive income or are capitalized on the condensed consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

11. Commitments and Contingencies

Litigation and Environmental Matters

In the normal course of business, we are subject to various legal and regulatory proceedings. For such matters, we record liabilities when they are considered probable and estimable, based on currently available facts, our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future. While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the accruals will not have a material adverse impact on our financial position, results of operations or cash flows.

The National Transportation Safety Board (NTSB) issued a Preliminary Report on February 14, 2024 relating to its investigation of two incidents that occurred in Jackson, Mississippi on January 24 and 27, 2024 that resulted in one fatality. Atmos Energy is working closely with the NTSB and other state and federal regulators to help determine causal factors.

The NTSB issued a Preliminary Report on December 30, 2024 relating to its investigation of an incident that occurred in Avondale, Louisiana on December 2, 2024 that resulted in one fatality. Atmos Energy is working closely with the NTSB and other state and federal regulators to help determine causal factors.

We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordinary course of our business. While the results of such litigation and response actions to such environmental-related matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and matters or claims will not have a material adverse effect on our financial condition, results of operations, or cash flows.

Purchase Commitments

Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in accordance with the terms of the individual contract.

Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source of gas for our customers in its service area, which obligate it to purchase specified volumes at prices under contracts indexed to natural gas hubs or fixed price contracts. These purchase commitment contracts are detailed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. At December 31, 2025, we were committed to purchase 67.8 Bcf within one year and 93.2 Bcf within two to three years under indexed contracts. At December 31, 2025, we were committed to purchase 21.0 Bcf within one year under fixed price contracts with a weighted average price of $2.70 per Mcf.

Rate Regulatory Proceedings

As of December 31, 2025, routine rate regulatory proceedings were in progress in several of our service areas, which are discussed in further detail below in Management’s Discussion and Analysis — Recent Ratemaking Developments. Except for these proceedings, there were no material changes to rate regulatory proceedings for the three months ended December 31, 2025.

12. Income Taxes

Income Tax Expense

Our interim effective tax rates reflect the estimated annual effective tax rates for the fiscal years ended September 30, 2026 and 2025, adjusted for tax expense associated with certain discrete items. The effective tax rates for the three months ended December 31, 2025 and 2024 were 20.0% and 18.4%. These effective tax rates differ from the federal statutory tax rate of 21% primarily due to the amortization of excess deferred federal income tax liabilities, tax credits, state income taxes, and other permanent book-to-tax differences. These adjustments have a relative impact on the effective tax rate proportionally to pretax income or loss.

Regulatory Excess Deferred Taxes

Regulatory excess net deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the TCJA), a Kansas legislative change enacted in fiscal 2020, and a Louisiana legislative change enacted in fiscal 2025. Currently, the regulatory excess net deferred tax liability of $121.9 million is being returned over various periods. Of this amount, $73.7 million is being returned to customers over 36 - 60 months. An additional $47.2 million is being returned to customers on a provisional basis over 15 - 46 years until our regulators establish the final refund periods. The refund of the remaining $1.0 million will be addressed in future rate proceedings.

As of December 31, 2025 and September 30, 2025, $65.3 million and $72.8 million is recorded in other current liabilities.

13. Financial Instruments

We currently use financial instruments to mitigate commodity price risk and interest rate risk. The objectives and strategies for using financial instruments and the related accounting for these financial instruments are fully described in Notes 2 and 16 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes in our objectives, strategies, and accounting for using financial instruments. Our financial instruments do not contain any credit-risk-related or other contingent features that could cause payments to be accelerated when our financial instruments are in net liability positions. The following summarizes those objectives and strategies.

Commodity Risk Management Activities

Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commodity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this exposure through a combination of physical storage, fixed-price forward contracts, and financial instruments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price volatility on our customers during the winter heating season.

We typically seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using financial instruments. For the 2025-2026 heating season (generally October through March), in the jurisdictions where we are permitted to utilize financial instruments, we anticipate hedging approximately 23.8 Bcf of the winter flowing gas requirements. We have not designated these financial instruments as hedges for accounting purposes.

Interest Rate Risk Management Activities

We manage interest rate risk by periodically entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.

Quantitative Disclosures Related to Financial Instruments

The following tables present detailed information concerning the impact of financial instruments on our condensed consolidated balance sheet and statements of comprehensive income.

As of December 31, 2025, our financial instruments were comprised of both long and short commodity positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the commodity. As of December 31, 2025, we had 19,816 MMcf of net long commodity contracts outstanding. These contracts have not been designated as hedges.

Financial Instruments on the Balance Sheet

The following tables present the fair value and balance sheet classification of our financial instruments as of December 31, 2025 and September 30, 2025. The gross amounts of recognized assets and liabilities are netted within our condensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, as of December 31, 2025 and September 30, 2025, no gross amounts and no cash collateral were netted within our consolidated balance sheet.

December 31, 2025
Balance Sheet LocationAssetsLiabilities
(In thousands)
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities2,450(10,546)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities1,182(346)
Total3,632(10,892)
Gross / Net Financial Instruments$3,632$(10,892)
September 30, 2025
Balance Sheet LocationAssetsLiabilities
(In thousands)
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities5,303(6,339)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities4,594(146)
Total9,897(6,485)
Gross / Net Financial Instruments$9,897$(6,485)

Impact of Financial Instruments on the Statement of Comprehensive Income

Cash Flow Hedges

As discussed above, our distribution segment has interest rate agreements, which we designated as cash flow hedges at the time the agreements were executed. The net (gain) loss on settled interest rate agreements reclassified from AOCI into interest charges on our condensed consolidated statements of comprehensive income for the three months ended December 31, 2025 and 2024 was $(6.1) million and $(5.1) million.

The following table summarizes the gains and losses arising from hedging transactions that were recognized as a component of other comprehensive income (loss), net of taxes, for the three months ended December 31, 2025 and 2024.

Three Months Ended December 31
20252024
(In thousands)
Increase in fair value:
Interest rate agreements$—$19,719
Recognition of gains in earnings due to settlements:
Interest rate agreements(4,806)(3,158)
Total other comprehensive income (loss) from hedging, net of tax$(4,806)$16,561

Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in earnings as they are amortized over the terms of the underlying debt instruments. As of December 31, 2025, we had $470.0 million of net realized gains in AOCI associated with our interest rate agreements. The following amounts, net of deferred taxes, represent the expected recognition in earnings of the deferred net gains recorded in AOCI associated with our interest rate agreements, based upon the fair values of these agreements at the date of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2056. However, the table below does not include the expected recognition in earnings of our outstanding interest rate swaps as those instruments have not yet settled.

Interest Rate Agreements
(In thousands)
Next twelve months$19,118
Thereafter450,882
Total$470,000

Financial Instruments Not Designated as Hedges

As discussed above, commodity contracts which are used in our distribution segment are not designated as hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial instruments because the gains and losses arising from the use of these financial instruments are recognized in the consolidated statement of comprehensive income as a component of purchased gas cost when the related costs are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments is excluded from this presentation.

14. Fair Value Measurements

We report certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We record cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and short-term debt at carrying value, which substantially approximates fair value due to the short-term nature of these assets and liabilities. For other financial assets and liabilities, we primarily use quoted market prices and other observable market pricing information to minimize the use of unobservable pricing inputs in our measurements when determining fair value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no changes in these methods.

Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about fair value measurements of the assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Quantitative Disclosures

Financial Instruments

The classification of our fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), with the lowest priority given to unobservable inputs (Level 3). The following tables summarize, by level

within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 and September 30, 2025. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

Quoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)****(1)Significant Other Unobservable Inputs (Level 3)Netting and Cash CollateralDecember 31, 2025
(In thousands)
Assets:
Financial instruments$—$3,632$—$—$3,632
Debt and equity securities
Registered investment companies26,795———26,795
Bond mutual funds42,574———42,574
Bonds (2)—47,587——47,587
Money market funds—2,614——2,614
Total debt and equity securities69,36950,201——119,570
Total assets$69,369$53,833$—$—$123,202
Liabilities:
Financial instruments$—$10,892$—$—$10,892
Quoted Prices in Active Markets (Level 1)Significant Other Observable Inputs (Level 2)****(1)Significant Other Unobservable Inputs (Level 3)Netting and Cash CollateralSeptember 30, 2025
(In thousands)
Assets:
Financial instruments$—$9,897$—$—$9,897
Debt and equity securities
Registered investment companies26,463———26,463
Bond mutual funds42,106———42,106
Bonds (2)—42,754——42,754
Money market funds—3,615——3,615
Total debt and equity securities68,56946,369——114,938
Total assets$68,569$56,266$—$—$124,835
Liabilities:
Financial instruments$—$6,485$—$—$6,485

(1)Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds that are valued at cost.

(2)Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance.

Debt and equity securities are comprised of our available-for-sale debt securities and our equity securities. As described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, we evaluate the performance of our available-for-sale debt securities on an investment by investment basis for impairment, taking into consideration the investment’s purpose, volatility, current returns, and any intent to sell the security. As of December 31, 2025, no allowance for credit losses was recorded for our available-for-sale debt securities. At December 31, 2025 and September 30, 2025, the amortized cost of our available-for-sale debt securities was $47.3 million and $42.5 million. At December 31, 2025, we maintained investments in bonds that have contractual maturity dates ranging from January 2026 through February 2028.

Other Fair Value Measures

Our long-term debt is recorded at carrying value. The fair value of our long-term debt, excluding finance leases, is determined using third party market value quotations, which are considered Level 1 fair value measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value of our finance leases materially approximates fair value. The following table presents the carrying value and fair value of our long-term debt, excluding finance leases, debt issuance costs and original issue premium or discount, as of December 31, 2025 and September 30, 2025:

December 31, 2025September 30, 2025
(In thousands)
Carrying Amount$9,525,000$8,935,000
Fair Value$8,772,217$8,272,978

15. Concentration of Credit Risk

Information regarding our concentration of credit risk is disclosed in Note 18 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes in our concentration of credit risk.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Atmos Energy Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation (the Company) as of December 31, 2025, the related condensed consolidated statements of comprehensive income and cash flows for the three-month periods ended December 31, 2025 and 2024, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated November 14, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Dallas, Texas

February 3, 2026

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations