NiSource (NI) 10-K risk factor changes: FY2024 vs FY2023

[removed: Supplier non-compliance] [added: Compliance] with

[removed: A disruption or failure of natural gas distribution systems, or within electric generation, transmission or distribution systems, in the event of a major hurricane, tornado, wildfire, or other major weather event, or terrorist attack, acts of war, international] military invasions, including the political and economic disruption and uncertainty related to such terrorist attack, acts of war, or international military [removed: invasions (e.g. Russia’s military invasion of Ukraine, Israel/Hamas conflict),] [added: invasions,] civil unrest, accident, public health emergency (e.g. pandemic), or other catastrophic event could cause delays in completing sales, providing services, or performing other critical functions.

We have experienced disruptions in the past from [added: tornadoes,] hurricanes and [removed: tornadoes] [added: remnants of hurricanes] and other events of this nature.

[added: As a result, the amount and scope] of insurance coverage maintained against losses resulting from any such event may not be sufficient to cover such losses or otherwise adequately compensate for any business disruptions that could result.

As a utility company, we are subject to adverse publicity focused on the [added: actual or perceived] reliability [added: or affordability] of our services, the speed with which we are able to respond effectively to electric outages, natural gas leaks or events and related accidents and similar interruptions caused by storm damage, physical or cybersecurity incidents, or other unanticipated events, as well as our own or third parties’ actions or failure to act.

Climate change is exacerbating risks to our physical infrastructure by increasing the frequency of extreme weather, including [removed: heat stresses to power lines, cold] temperature [removed: stress] [added: stresses] to our electric and gas [removed: systems,] [added: systems] and [added: equipment and] storms and floods that damage infrastructure.

Further, as our generation profile increases geographically, it is potentially more vulnerable to certain weather hazards than centralized [removed: fossil] generation, thereby increasing the frequency of weather impacts to overall electric [removed: reliability and such distributed renewables.][added: reliability.]

As a result of increased awareness regarding climate change, coupled with [removed: adverse] economic [removed: conditions,] [added: considerations,] availability of alternative energy sources, including private solar, microturbines, fuel cells, energy-efficient buildings and energy storage devices, and [removed: new] regulations [removed: restricting emissions, including potential regulations of methane] [added: restricting, or imposing fees on,] emissions, some consumers and companies may use less energy, meet their own energy needs through alternative energy sources or avoid expansions of their facilities, including natural gas facilities, which may result in less demand for our services.

As these technologies become a more cost-competitive [removed: option over time,] [added: option,] whether through cost effectiveness or government incentives and subsidies, certain customers may choose to meet their own energy needs and subsequently decrease usage of our systems and services, which may result in, among other things, our facilities becoming less competitive and economical.

Some of our [removed: baseload] generation is dependent on natural gas and coal, and we pass through the costs for these energy sources to our customers.

Any negative views with respect to our environmental practices or our ability to meet the challenges posed by climate change from regulators, customers, investors or legislators could [added: not only] harm our [removed: reputation and] [added: reputation, but could] adversely affect the perceived value of our products and services.

Changes in policy to combat climate change, and technology advancement, each of which can also accelerate the implications of a transition to a lower carbon economy, may materially adversely impact our business, financial position, results of operations, and cash flows*.* For example, [removed: in February 2023, the] Maryland [removed: Office of People's Counsel filed a petition with] [added: is considering policies related to] the [removed: Maryland PSC seeking an investigation regarding] planning, practices, and future operations of natural gas suppliers in [removed: the] [added: its] state [removed: and this initiated a proceeding related to Near-Term, Priority Actions and Comprehensive, Long-Term Planning for Maryland's Gas Companies, and] [added: which could impact our business] in [removed: December 2023] the [removed: Maryland Department of Environment proposed a Building Efficiency Performance Standard regulation that could require buildings of a certain size and type eliminate Scope 1 GHG emissions by 2040.][added: future.]

[removed: On] [added: In] November [removed: 7,] 2022, we announced our goal of reaching net zero Scope 1 and 2 greenhouse gas emissions by 2040 (the “Net Zero Goal”).

Achieving the Net Zero Goal will require supportive regulatory and legislative policies, favorable stakeholder environments and advancement of technologies that are not currently [removed: economical] [added: economically or technologically feasible] to [removed: deploy,] [added: deploy at scale, of which,] the impacts and costs [removed: of which] are not [added: currently] fully [removed: understood at this time.][added: understood.]

NIPSCO’s electric generation [removed: transition] [added: transition, which] is [added: outlined in the 2024 Plan, is] a key element of the Net Zero Goal.

Our analysis and plan for [removed: execution, which is outlined in the NIPSCO 2021 Integrated Resource Plan,] [added: execution] requires us to make a number of assumptions.

Certain of the assumptions that could impact our ability to meet our emissions goal include, but are not limited to: the accuracy of current emission measurements, [removed: service territory size] [added: the ability to complete] and [added: implement generation alternatives to NIPSCO’s coal generation and retire NIPSCO’s coal facilities; the ability to implement our modernization plans for our natural gas pipelines and facilities, including construction of new pipelines and facilities; customer demand and] capacity needs remaining in line with [removed: expectations;] [added: current expectations, including impacts from energy efficiency and technological innovation and adoption of alternative energy sources; the ability to effectively manage business opportunities from data center development; the ability to manage costs and supply chain risks associated with construction of electric and natural gas assets; technological innovation and costs of energy generation technologies such as wind, solar, thermal and energy storage, and of carbon abatement technologies such carbon capture solutions;] regulatory approval; impacts of [added: potential] future environmental regulations or [removed: legislation; impact of future GHG pricing regulations or] legislation, including [added: potential GHG pricing regimes such as] a [removed: future] carbon tax or methane fee; price, availability and regulation of carbon offsets; [added: and] price of [removed: fuel, such as] natural [removed: gas; cost of energy generation technologies, such as wind and solar, natural] gas and [removed: storage solutions; adoption of] alternative [removed: energy, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; our ability to implement our modernization plans for our pipelines and facilities; the ability to complete and implement generation alternatives to NIPSCO’s coal generation and retirement dates of NIPSCO’s coal facilities by 2028; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of scarcity of resources and labor, project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; and advancement of energy efficiencies.][added: fuels such as hydrogen.]

Any negative opinions with respect to these goals or our environmental practices, including [removed: any inability] [added: our ability] to [removed: achieve,] [added: meet the challenges posed by climate change and our ability to achieve our carbon emission reduction goals,] or a scaling back of these goals, formed by regulators, customers, investors or legislators could harm our reputation and have an adverse effect on our financial condition.

We had total consolidated indebtedness of [removed: $14,127.9] [added: $13,960.3] million outstanding as of December 31, [removed: 2023.][added: 2024.]

Additionally, non-compliance with debt covenants could adversely affect our [added: ability to obtain future borrowings and as a result materially adversely affect our business, financial condition, results of operations, and liquidity.]

The credit rating agencies periodically review our ratings, taking into account factors such as our capital structure, earnings profile, [added: liabilities,] and overall shifts in the economy or business environment.

As of December 31, [removed: 2023,] [added: 2024,] the collateral requirement that would be required in the event of a downgrade below the ratings trigger levels would amount to approximately [removed: $90.1] [added: $115.5] million.

[removed: Actions to reduce] [added: There may be external factors such as] inflation, [removed: including raising interest rates, increase] [added: monetary policy or other market conditions which could impact] our cost of [removed: borrowing, which in turn] [added: borrowing and] could make it more difficult to obtain financing for our operations or investments on favorable terms.

[removed: For example, because] NIPSCO’s current generating facilities substantially rely on coal for its operations, certain financial institutions may choose not to participate in our financing arrangements.

In addition, [removed: large institutional] investors may choose to sell or choose not to purchase our stock due to environmental, social and governance [removed: (“ESG”) concerns] or [removed: concerns regarding renewable energy supply chain challenges.][added: sustainability concerns.]

[removed: If, in the future, we] [added: We may] face [removed: limits to] [added: limits, or] the [added: inability, to access] credit and capital markets or [added: may] experience significant increases in the cost of [removed: capital or are unable to access the capital markets, it] [added: capital, which] could limit our ability to [removed: implement,] [added: implement] or increase the costs of implementing, our business plan, which, in turn, could materially and adversely affect our results of operations, cash flows, financial condition and liquidity.

As described in more detail in the risk factor below, the outcomes of these proceedings are uncertain, potentially lengthy and could be influenced by many factors, some of which may be outside of our control, including the cost of providing service, the necessity of expenditures, [removed: the quality of service,] regulatory interpretations, customer intervention, economic [removed: conditions and] [added: conditions,] the political [removed: environment.][added: environment and customer affordability.]

There can be no assurance that regulators will approve the recovery of all [added: operating and capital] costs incurred by our electric and natural gas companies, [removed: including] [added: including, but not limited to,] costs for construction, operation and maintenance, and compliance with current and future changes in environmental, federal pipeline safety, critical infrastructure and [removed: cyber-security] [added: cybersecurity] laws and regulations.

[removed: Challenges arise with state regulators on inflationary pricing for] [added: Further, we face regulatory challenges when our] electric and gas [added: companies seek regulatory recovery of increases to] materials and [removed: potential price increases, ensuring that updated pricing] [added: other costs as a result of inflationary pressures, including accounting] for [removed: electric and gas materials is included] [added: inflationary pricing] in plans and [removed: regulatory assumptions,] [added: assumptions] and ensuring there is a regulatory recovery model.

The inability to recover a significant amount of operating [added: or capital] costs could have an adverse effect on a company’s financial position, results of operations and cash flows.

Our extension of credit is governed by a Corporate Credit Risk [added: Management] Policy, involves judgment by our employees and is based on an evaluation of customer, supplier, or counterparty’s financial condition, credit history and other factors.

[removed: Adverse economic conditions could result in an increase in defaults by customers, suppliers and counterparties] We are also exposed to the risk that due to adverse economic conditions one or more suppliers or counterparties may fail or delay the performance of their contractual [removed: obligations.][added: obligations, such risks could negatively impact our business, financial condition and cash flow.]

A decline in the market value of assets may increase the funding requirements of the [removed: obligations under the defined benefit pension plans.]

As of December 31, [removed: 2023,] [added: 2024,] the ratio was [removed: 58.2%.][added: 52.6%.]

While we [removed: have] [added: maintain] insurance, it may not cover all costs or expenses incurred relating to litigation.

[removed: Compliance with] these legal obligations require us to make significant expenditures for installation of pollution control equipment, remediation, environmental monitoring, emissions fees, and permits at many of our facilities.

While we [added: have set a Net Zero Goal and] continue to execute our plan to reduce our [removed: Scope 1] GHG emissions [removed: through] [added: by] the [removed: retirement of coal-fired electric generation,] increased sourcing of renewable energy, priority pipeline replacement, leak detection and repair, and other methods, [removed: and while we have set a Net Zero Goal,] GHG emissions are anticipated to be associated with energy delivery for many years.

The EPA has issued regulations and [removed: plans to] [added: may] promulgate additional regulations concerning the management, [removed: transformation, transportation] [added: storage, use] and [removed: storage] [added: disposal] of CCRs.

[removed: Separately,] [added: Statutory changes,] a challenge by a taxing authority, changes in taxing authorities’ administrative interpretations, decisions, policies and positions, our ability to utilize tax benefits such as carryforwards or tax credits, or a deviation from other tax-related assumptions may cause actual financial results to deviate from previous estimates.

We are also subject to adverse publicity related to actual or perceived environmental practices or impacts, including our ability to meet the challenges posed by climate change and achieve our carbon emission reduction goals, as well as negative opinions regarding the appropriateness of such goals.

For example, because

Adverse economic conditions impacting these credit risk exposures could result in an increase in defaults by customers, suppliers and counterparties.

obligations under the defined benefit pension plans.

Supply chain constraints, both direct and indirect, including but not limited to material or labor shortages, may challenge our ability to remain in compliance with these laws, regulations, tariffs and policies and operate our business in a compliant manner.

Our NIPSCO subsidiary’s renewable portfolio is eligible for tax credits associated with the investment in renewable generation assets and production of power from those assets.

NISOURCE INC.

contests for the election of directors by activist stockholders could disrupt our business and operations, divert the attention of our board of directors, management and employees, and be costly and time‐consuming.

Potential actions by activist stockholders or others may interfere with our ability to execute our strategic plans; create perceived uncertainties as to the future direction of our business or strategy; cause uncertainty with our regulators; make it more difficult to attract and retain qualified personnel; and adversely affect our relationships with our existing and potential business partners.

Any of the foregoing could adversely affect our business, financial condition and results of operations.

Also, we may be required to incur significant fees and other expenses related to responding to stockholder activism, including for third-party advisors.

Moreover, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any stockholder activism.

We outsource certain business functions to third-party suppliers and service providers, and may be impacted by substandard performance or quality by third parties.

Utilities rely on extensive networks of business partners and suppliers to support critical enterprise capabilities across their organizations.

Like other companies in the utilities industry, we outsource certain services to third parties in areas including construction services, information technology, materials, fleet, environmental, operational services, corporate and other areas.

We are seeing slowing deliveries from suppliers and in some cases materials and labor shortages for capital projects.

In addition to delays and unavailability, at times, outsourcing of services to third parties could expose us to inferior service quality or substandard deliverables, which may result in non-compliance (including with applicable legal requirements and industry standards), interruption of service, accidents, or reputational harm, which could negatively impact our business, financial condition and results of operations.

The nature of indirect supply chain, including a potential lack of control or certain visibility into sourcing by vendors, may also impact our ability to serve customers in a safe, reliable and cost-effective manner.

These risks include the risk of operational failure, reputation damage, disruption due to new supply chain disruptions, exposure to significant commercial losses and fines and poorly positioned and distressed suppliers.

If we continue to see delayed deliveries and shortages or if any other difficulties in the operations of these third-party suppliers and service providers, including their systems, were to occur, they could adversely affect our results of operations, or adversely affect our ability to work with regulators, unions, customers, or employees.

A cyber-attack or security breach on any of our or certain third-party technology systems, including but not limited to information systems, infrastructure, software and hardware, upon which we rely may adversely affect our ability to operate, could lead to a loss or misuse of confidential and proprietary information, or potential liability.

We are reliant on technology to run our business, which is dependent upon technology systems to process critical information necessary to conduct various elements of our business, including the generation, transmission and distribution of electricity; operation of our gas pipeline facilities; and the recording and reporting of commercial and financial transactions to regulators, investors and other stakeholders.

In addition to general information and cybersecurity risks that all large corporations face (e.g., ransomware, malware, unauthorized access attempts, phishing attacks, malicious intent by insiders, third-party software vulnerabilities and inadvertent disclosure of sensitive information), the utility industry faces evolving and increasingly complex cybersecurity risks associated with protecting electric grid and natural gas infrastructure as well as sensitive and confidential customer and employee information.

Deployment of new business technologies, along with maintaining legacy technology, represents a large-scale opportunity for attacks on our information systems and confidential customer and employee information, as well as on the integrity of the energy grid and the natural gas infrastructure.

Increasing large-scale corporate cyber-attacks in conjunction with more sophisticated threats continue to challenge power and utility companies.

Additionally, international conflicts, as well as increased surveillance activity from China, has increased the likelihood of a cyber-attack or security breach on critical infrastructure systems.

Additionally, our information systems experience ongoing, often sophisticated, cyber-attacks or security breaches by a variety of sources, including foreign sources, with the apparent aim to breach our cyber-defenses.

While we have implemented and maintain a cybersecurity program designed to protect our information technology, operational technology, and data systems from such cyber-attacks or security breaches, our cybersecurity program does not prevent all breaches, cyber-attack or security breach incidents.

We have experienced an increase in the number of attempts by external parties to access our networks or our company data without authorization.

We have experienced, and expect to continue to experience, cybersecurity intrusions and attacks or security breaches to our information systems.

To our knowledge, none of these intrusions or attacks have resulted in a material cybersecurity intrusion or data breach.

The risk of a disruption or breach of our operational technology, or the compromise of the data processed in connection with our operations, through cybersecurity breach or ransomware attack has increased as attempted cyber-attacks or security breaches have advanced in sophistication and number around the world.

Technological complexities combined with advanced cyber- attack or security breach techniques, lack of cybersecurity hygiene and human error can result in a cybersecurity incident, such as a ransomware attack.

ITEM 1A.

RISK FACTORS

cybersecurity controls can also result in a cybersecurity incident.

We are aware of vendor cyber incidents that have impacted our business, although no such events have had a material impact.

Cyber-attacks or security breaches can occur at any point in the supply chain or with any suppliers, and future supplier non-compliance with cybersecurity controls could result in material cybersecurity incidents.

In addition, we use unmanned aircraft systems (UAS) or drones in our business operations.

UASs are also being used for malicious activities and the cybersecurity risk in connection with operating UASs is increasing.

In addition, we collect and retain personally identifiable information of our customers and employees.

Customers and employees expect that we will adequately protect their personal information.

The legal and regulatory environment surrounding information security and privacy is increasingly demanding.

Although we attempt to maintain adequate defenses to these cyber-attacks or security breaches and work through industry groups and trade associations to identify common threats and assess our countermeasures, a security breach of our information systems or operational technology, or a security breach of the information systems of our customers, suppliers or others with whom we do business, could (i) adversely impact our ability to safely and reliably deliver electricity and natural gas to our customers through our generation, transmission and distribution systems and potentially negatively impact our compliance with certain mandatory reliability and gas flow standards, (ii) subject us to reputational and other harm or liabilities associated with theft or inappropriate release of certain types of information such as system operating information or information, personal or otherwise, relating to our customers or employees, (iii) impact our ability to manage our businesses, and/or (iv) subject us to legal and regulatory proceedings and claims from third parties, in addition to remediation costs, any of which, in turn, could have a material adverse effect on our businesses, cash flows, financial condition, results of operations and/or prospects.

Although we do maintain cybersecurity insurance, it is possible that such insurance will not adequately cover any losses or liabilities we may incur as a result of a cybersecurity incident.

Compliance with and changes in cybersecurity requirements have a cost and operational impact on our business, and failure to comply with such laws and regulations could adversely impact our reputation, results of operations, financial condition and/or cash flows.

[removed: For additional information, see "Results] [added: See "Liquidity] and [removed: Discussion of Operations - Electric Operations,"] [added: Capital Resources"] in this Management's [removed: Discussion.][added: Discussion for additional information on our capital investment spend.]

[removed: NIPSCO Minority Interest Transaction:] [added: -] On December 31, 2023, we consummated the [removed: closing of the] NIPSCO Minority Interest Transaction [removed: and issued the 19.9% equity interest] in [removed: NIPSCO Holdings II to BIP in] exchange for a capital contribution of $2.16 billion in cash.

Refer to Note 4, "Noncontrolling [removed: Interest,"] [added: Interests,"] in the Notes to [removed: the] Consolidated Financial Statements for more [removed: information on this transaction.][added: information.]

[removed: A summary of our consolidated financial results] [added: Financial and operational data] for the [added: NIPSCO Operations segment, which services both gas and electric customers, for the] years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] are presented below:

| Year Ended December [removed: 31*,*] [added: 31,] *(in [removed: millions, except per share amounts)*] [added: millions)*] | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

[removed: See Note 6, "Equity,"] [added: Discussion] for additional information.

See Note [added: 4, "Noncontrolling Interests,", Note 6, "Equity," Note] 7, "Short-Term Borrowings," [added: and] Note 8, "Long-Term Debt," [removed: and Note 16, "Pension and Other Postemployment Benefits,"] in the Notes to [added: the] Consolidated Financial Statements for [removed: additional] [added: more] information.

| Year Ended December 31, *(in millions)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Sales and Transportation [added: Volumes] (MMDth) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | [removed: 0.3] [added: 2] | | | | | | [removed: 0.3] [added: 3] | | | | | | [removed: 0.3] [added: 3] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |

| Normal Heating Degree Days | | | [removed: 5,347] [added: 6,001] | | | | | | [removed: 5,347] [added: 5,954] | | | | | | [removed: 5,427] [added: 5,985] | | | | | | [removed: —] [added: 47] | | | | | | [removed: (80)] [added: (31)] | | |

| % [removed: (Warmer) Colder] [added: Warmer (Colder)] than Normal | | | [removed: (14)] [added: 6] | | % | | | | [removed: 2] [added: (15)] | | % | | | | [removed: (8)] [added: 13] | | % | | | | | | | | | | | | |

| % [removed: (Warmer) Colder] [added: Warmer (Colder)] than [removed: Prior Year] [added: prior year] | | | [removed: (16)] [added: 27] | | % | | | | [removed: 9] [added: (25)] | | % | | | | [removed: (2)] [added: (8)] | | % | | | | | | | | | | | | |

| [removed: Gas Distribution] [added: NIPSCO Gas] Customers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | [removed: 4 | | | | | | 3 | | | | | | 4 | | | | | | 1 | | | | | | (1)] [added: 5.3] | | |

[removed: Gas Distribution] [added: NIPSCO] Operations (continued)

The underlying reasons for changes in our operating revenues and expenses from [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] are presented in the respective tables below.

| Changes in Operating Revenues *(in millions)* | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| New rates from base rate [removed: proceedings and] [added: proceedings,] regulatory [removed: capital] [added: capital, and DSM] programs | | | $ | [removed: 241.1] [added: 238.4] | |

| The effects of customer growth | | | [removed: 7.5] [added: 11.2] | | |

| Change in operating revenues (before cost of energy and other tracked items) | | | $ | [removed: 200.3] [added: 282.5] | |

| [removed: Operating revenues] [added: Renewable Joint Venture operating expense, partially] offset [removed: in] [added: by Joint Venture] operating [removed: expense] [added: revenues] | | | [added: 7.6] | | |

| Lower cost of energy billed to customers | | | [removed: (447.8)] [added: (270.8)] | | |

| Lower tracker deferrals within operation and maintenance, [removed: depreciation,] [added: depreciation] and tax | | | [removed: (31.2)] [added: (32.4)] | | |

| Reduction in gross receipts tax, offset in operating expenses | | | [removed: (8.4)] [added: 1.1] | | |

| Total change in operating revenues | | | $ | [removed: (287.1)] [added: (19.6)] | |

In general, we calculate the weather-related revenue variance based on changing customer demand driven by weather variance from normal [added: cooling degree days and normal] heating degree days, net of weather normalization mechanisms.

Our composite [added: cooling and] heating degree days reported do not directly correlate to the weather-related dollar impact on the results of [removed: Gas Distribution] [added: NIPSCO] Operations.

[removed: Heating] [added: Cooling and heating] degree days experienced during different times of the year or in different operating locations may have more or less impact on volume and dollars depending on when [removed: and where] they occur.

When the detailed results are combined for reporting, there may be weather-related dollar impacts on operations when there is not an apparent or significant change in our aggregated composite [added: cooling and] heating degree day comparison.

[removed: Cost] [added: For its gas distribution activities, NIPSCO Operations' cost] of energy [removed: for the Gas Distribution Operations segment] is principally comprised of the cost of natural gas [removed: used] [added: procured on behalf of and sold to customers] while providing transportation and distribution [removed: services to customers.][added: services.]

[removed: All of our Gas Distribution] [added: NIPSCO] Operations [removed: companies have] [added: has a] state-approved recovery [removed: mechanisms] [added: mechanism] that [removed: provide] [added: provides] a means for full recovery of prudently incurred [removed: gas costs.][added: costs of energy.]

[removed: The difference is recorded on the Consolidated Balance Sheets] as under-recovered or over-recovered [added: fuel and] gas cost to be included in future customer billings.

| Changes in Operating Expenses *(in millions)* | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| Higher depreciation and amortization expense [added: driven by new base rates] | | | [removed: (50.6)] [added: $] | [added: (91.1)] | |

| Higher employee and administrative [removed: related] expenses | | | [removed: (38.3)] [added: (21.8)] | | |

| [removed: Lower] [added: Higher] environmental remediation costs | | | [removed: 12.4] [added: (4.7)] | | |

| Change in operating expenses (before cost of energy and other tracked items) | | | $ | [removed: (214.2)] [added: (104.4)] | |

| Lower cost of energy billed to customers | | | [removed: 447.8] [added: 270.8] | | |

| [removed: Lower] [added: Higher] tracker deferrals within operation and maintenance, [removed: depreciation,] [added: depreciation] and tax | | | [removed: 31.2] [added: 32.4] | | |

NIPSCO Operations

| NIPSCO Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Revenues | | | $ | 2,752.0 | | | | | $ | 2,771.6 | | | | | $ | 2,887.1 | | | | | $ | (19.6) | | | | | $ | (115.5) | |

| Cost of energy | | | 617.5 | | | | | | 888.3 | | | | | | 1,132.1 | | | | | | 270.8 | | | | | | 243.8 | | |

| Operation and maintenance | | | 761.4 | | | | | | 787.7 | | | | | | 740.4 | | | | | | 26.3 | | | | | | (47.3) | | |

| Depreciation and amortization | | | 590.3 | | | | | | 493.8 | | | | | | 449.4 | | | | | | (96.5) | | | | | | (44.4) | | |

| Loss on impairment of assets | | | 0.4 | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | — | | |

| Other taxes | | | 64.3 | | | | | | 57.9 | | | | | | 72.1 | | | | | | (6.4) | | | | | | 14.2 | | |

| Total Operating Expenses | | | 2,032.2 | | | | | | 2,229.9 | | | | | | 2,394.0 | | | | | | 197.7 | | | | | | 164.1 | | |

| Operating Income | | | $ | 719.8 | | | | | $ | 541.7 | | | | | $ | 493.1 | | | | | $ | 178.1 | | | | | $ | 48.6 | |

| NIPSCO Electric | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sales (GWh) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

NIPSCO Operations

| NIPSCO Gas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Residential | | | $ | 540.9 | | | | | $ | 634.9 | | | | | $ | 691.5 | | | | | $ | (94.0) | | | | | $ | (56.6) | |

| Commercial | | | 202.4 | | | | | | 249.1 | | | | | | 267.6 | | | | | | (46.7) | | | | | | (18.5) | | |

| Industrial | | | 79.0 | | | | | | 86.9 | | | | | | 85.1 | | | | | | (7.9) | | | | | | 1.8 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 16.1 | | | | | | 15.7 | | | | | | 11.2 | | | | | | 0.4 | | | | | | 4.5 | | |

| Total | | | $ | 838.4 | | | | | $ | 986.6 | | | | | $ | 1,055.4 | | | | | $ | (148.2) | | | | | $ | (68.8) | |

| Residential | | | 58.2 | | | | | | 60.3 | | | | | | 68.8 | | | | | | (2.1) | | | | | | (8.5) | | |

| Commercial | | | 42.5 | | | | | | 43.9 | | | | | | 47.0 | | | | | | (1.4) | | | | | | (3.1) | | |

| Industrial | | | 256.8 | | | | | | 261.8 | | | | | | 247.5 | | | | | | (5.0) | | | | | | 14.3 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 357.5 | | | | | | 366.0 | | | | | | 363.3 | | | | | | (8.5) | | | | | | 2.7 | | |

| Heating Degree Days | | | 4,975 | | | | | | 5,198 | | | | | | 6,133 | | | | | | (223) | | | | | | (935) | | |

| Residential | | | 801,740 | | | | | | 795,656 | | | | | | 789,914 | | | | | | 6,084 | | | | | | 5,742 | | |

| Commercial | | | 66,633 | | | | | | 66,305 | | | | | | 66,062 | | | | | | 328 | | | | | | 243 | | |

| Industrial | | | 2,734 | | | | | | 2,808 | | | | | | 2,875 | | | | | | (74) | | | | | | (67) | | |

| Total | | | 871,107 | | | | | | 864,769 | | | | | | 858,851 | | | | | | 6,338 | | | | | | 5,918 | | |

| The effects of customer usage | | | 11.9 | | |

| Decreased fuel handling costs | | | 9.7 | | |

The results of operations for the NIPSCO Operations segment include income from both electric and gas service lines.

The increase in total volumes sold to electric customers for twelve months ended December 31, 2024 compared to the same period in 2023 was primarily attributable to increased usage by wholesale, industrial, and residential customers.

The decrease in total volumes sold to gas customers for the twelve months ended December 31, 2024 compared to the same period in 2023 was primarily attributable to decreased usage by industrial customers.

Any difference in actual costs incurred and amounts billed to customers is recorded on the Consolidated Balance Sheets

The Templeton Wind project previously received approval as a PPA, however, NIPSCO has contracted with a developer to convert the PPA to a BTA and has provided a notice of intent to file a CPCN with the IURC.

In August 2024, the IURC approved full ownership of Gibson and Fairbanks as well as increases to the cost of the Fairbanks project.

NIPSCO Operations (continued)

NISOURCE INC.

December 31, 2023, we have executed and received IURC approval for BTAs and PPAs with a combined nameplate capacity of 1,950 MW and 1,400 MW, respectively, under the 2018 Plan.

We have also taken contractual actions on a number of our other renewable projects to address the timing of these projects as well as consider the broad market issues facing the industry.

We remain on track to retire R.M Schahfer's remaining two coal units by the end of 2025.

On January 1, 2023, the provisions of the IRA became effective.

On January 17, 2024, the IURC approved full ownership of the Cavalry and Dunns Bridge II projects, allowing NIPSCO to leverage provisions of the IRA to monetize tax credits for the benefit of customers in lieu of utilizing tax equity partnerships.

We are evaluating the impact of this legislation on our remaining projects, with potential to drive increased value to customers.

In 2021, we announced and filed with the IURC the Preferred Energy Resource Plan associated with our 2021 Integrated Resource Plan ("2021 Plan").

The 2021 Plan lays out a timeline to retire the Michigan City Generating Station by the end of 2028.

The 2021 Plan calls for the replacement of the retiring units with a diverse portfolio of resources including demand side management resources, incremental solar, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

Additionally, the 2021 Plan calls for a new natural gas peaking facility to replace existing vintage gas peaking facilities at the R.M. Schahfer Generating Station to support system reliability and resiliency, and upgrades to to the electric transmission system.

In September of 2023, we filed a request for issuance of a certificate of public convenience and necessity for an approximately 400 MW natural gas peaking generation facility with the IURC.

The planned retirement of the two vintage gas peaking facilities at the R.M. Schahfer Generating Station is also expected to occur by the end of 2028.

Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

We continue to enhance safety and reduce methane emissions on our gas systems through modernization programs and utilization of advanced leak detection and repair.

Advanced mobile methane-detection vehicles are being deployed across our service territory.

These vehicles are designed to identify potential natural gas leaks using proven technology that is more sensitive than traditional leak-detection equipment.

Resources like these vehicles are advancing the company’s commitment to safety and reaching our goal of net zero greenhouse gas emissions by 2040.

In addition, we plan to advance other low- or zero-emission energy resources and technologies, such as hydrogen and renewable natural gas.

In 2023, we launched a multi-phase pilot project at the Columbia Gas of Pennsylvania Training Center’s Safety Town to better understand the impact of blending hydrogen into the natural gas system.

We have partnered with outside experts to conduct a series of field trials blending hydrogen with the natural gas system at various percentages.

The blending system allows blending from 0% to 20% hydrogen, by volume.

The field trials have initially focused on the customer experience and are now moving toward system operations and other procedures.

This pilot is designed to help us understand hydrogen blending into the natural gas system, identify best practices, and analyze the operational and safety impact on company infrastructure and customer appliances.

Carbon offsets and renewable energy credits may also be used to assist with achieving GHG reductions and our Net Zero Goal.

Transformation: Our enterprise-wide transformation roadmap focuses on operational excellence, safety, operation and maintenance management, and unlocking efficiencies.

We are committed to identifying and implementing initiatives that will enable us to streamline work and improve logistics company-wide.

These efforts include investments in proven technologies backed with standardized processes that will change the way we plan, schedule, and execute work in the field and how we engage and provide service to our customers.

Taken together, all of our optimization initiatives will prioritize safety and continue to optimize our long-term growth profile.

Economic Environment: We continue to monitor risks related to order and delivery lead times for construction and other materials, potential unavailability of materials due to global shortages in raw materials, and decreased construction labor productivity in the event of disruptions in the availability of materials.

We continue to see increasing prices associated with certain materials and supplies.

To the extent that work plan delays occur or our costs increase, our business operations, results of operations, cash flows, and financial condition could be materially adversely affected.

Refer to Item 1A.

Risk Factors, "Financial, Economic and Market Risks" of this Annual Report on Form 10-K for further detail.

We are faced with increased competition for employee and contractor talent in the current labor market which has resulted in increased costs to attract and retain talent.

We are ensuring that we use all internal human capital programs (development,

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

leadership enablement programs, succession, performance management) to promote retention of our current employees along with having a competitive and attractive appeal for potential recruits.

With a focus on workforce planning, we are evaluating our future talent footprint by creating flexible work arrangements where possible to ensure we have the right people, in the right role, and at the right time.

| [Report of Independent Registered Public Accounting [removed: Firm](#i8c6cb692e53843d9af229b70cbd16ac3_124)] [added: Firm](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] | | | [removed: [57](#i8c6cb692e53843d9af229b70cbd16ac3_124)] [added: [58](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] | | |

| [Statements of Consolidated [removed: Income](#i8c6cb692e53843d9af229b70cbd16ac3_127)] [added: Income](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] | | | [removed: [60](#i8c6cb692e53843d9af229b70cbd16ac3_127)] [added: [61](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] | | |

| [Statements of Consolidated Comprehensive [removed: Income](#i8c6cb692e53843d9af229b70cbd16ac3_130)] [added: Income](#i1e897349ff3d495cb8e9afe3b20c23b1_133)] | | | [removed: [61](#i8c6cb692e53843d9af229b70cbd16ac3_130)] [added: [62](#i1e897349ff3d495cb8e9afe3b20c23b1_133)] | | |

| [Consolidated Balance [removed: Sheets](#i8c6cb692e53843d9af229b70cbd16ac3_133)] [added: Sheets](#i1e897349ff3d495cb8e9afe3b20c23b1_136)] | | | [removed: [62](#i8c6cb692e53843d9af229b70cbd16ac3_133)] [added: [63](#i1e897349ff3d495cb8e9afe3b20c23b1_136)] | | |

| [Statements of Consolidated Cash [removed: Flows](#i8c6cb692e53843d9af229b70cbd16ac3_136)] [added: Flows](#i1e897349ff3d495cb8e9afe3b20c23b1_139)] | | | [removed: [64](#i8c6cb692e53843d9af229b70cbd16ac3_136)] [added: [65](#i1e897349ff3d495cb8e9afe3b20c23b1_139)] | | |

| [Statements of Consolidated Stockholders' [removed: Equity](#i8c6cb692e53843d9af229b70cbd16ac3_139)] [added: Equity](#i1e897349ff3d495cb8e9afe3b20c23b1_142)] | | | [removed: [65](#i8c6cb692e53843d9af229b70cbd16ac3_139)] [added: [66](#i1e897349ff3d495cb8e9afe3b20c23b1_142)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8c6cb692e53843d9af229b70cbd16ac3_142)] [added: Statements](#i1e897349ff3d495cb8e9afe3b20c23b1_145)] | | | [removed: [67](#i8c6cb692e53843d9af229b70cbd16ac3_145)] [added: [68](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] | | |

| 1[. Nature of Operations and Summary of Significant Accounting [removed: Policies](#i8c6cb692e53843d9af229b70cbd16ac3_145)] [added: Policies](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] | | | [removed: [67](#i8c6cb692e53843d9af229b70cbd16ac3_145)] [added: [68](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] | | |

| 2[. Recent Accounting [removed: Pronouncements](#i8c6cb692e53843d9af229b70cbd16ac3_148)] [added: Pronouncements](#i1e897349ff3d495cb8e9afe3b20c23b1_151)] | | | [removed: [70](#i8c6cb692e53843d9af229b70cbd16ac3_148)] [added: [71](#i1e897349ff3d495cb8e9afe3b20c23b1_151)] | | |

| 5[. Earnings Per [removed: Share](#i8c6cb692e53843d9af229b70cbd16ac3_160)] [added: Share](#i1e897349ff3d495cb8e9afe3b20c23b1_163)] | | | [removed: [76](#i8c6cb692e53843d9af229b70cbd16ac3_160)] [added: [77](#i1e897349ff3d495cb8e9afe3b20c23b1_163)] | | |

| 7[. Short-Term [removed: Borrowings](#i8c6cb692e53843d9af229b70cbd16ac3_199)] [added: Borrowings](#i1e897349ff3d495cb8e9afe3b20c23b1_169)] | | | [removed: [80](#i8c6cb692e53843d9af229b70cbd16ac3_199)] [added: [80](#i1e897349ff3d495cb8e9afe3b20c23b1_169)] | | |

| 8[. Long-Term [removed: Debt](#i8c6cb692e53843d9af229b70cbd16ac3_196)] [added: Debt](#i1e897349ff3d495cb8e9afe3b20c23b1_172)] | | | [removed: [82](#i8c6cb692e53843d9af229b70cbd16ac3_196)] [added: [81](#i1e897349ff3d495cb8e9afe3b20c23b1_172)] | | |

| 9[. Property, Plant and [removed: Equipment](#i8c6cb692e53843d9af229b70cbd16ac3_163)] [added: Equipment](#i1e897349ff3d495cb8e9afe3b20c23b1_175)] | | | [removed: [84](#i8c6cb692e53843d9af229b70cbd16ac3_163)] [added: [83](#i1e897349ff3d495cb8e9afe3b20c23b1_175)] | | |

| 11[. Asset Retirement [removed: Obligations](#i8c6cb692e53843d9af229b70cbd16ac3_169)] [added: Obligations](#i1e897349ff3d495cb8e9afe3b20c23b1_181)] | | | [removed: [85](#i8c6cb692e53843d9af229b70cbd16ac3_169)] [added: [84](#i1e897349ff3d495cb8e9afe3b20c23b1_181)] | | |

| 13[. Risk Management [removed: Activities](#i8c6cb692e53843d9af229b70cbd16ac3_178)] [added: Activities](#i1e897349ff3d495cb8e9afe3b20c23b1_187)] | | | [removed: [89](#i8c6cb692e53843d9af229b70cbd16ac3_178)] [added: [89](#i1e897349ff3d495cb8e9afe3b20c23b1_187)] | | |

| 16[. Pension and Other Postretirement [removed: Benefits](#i8c6cb692e53843d9af229b70cbd16ac3_184)] [added: Benefits](#i1e897349ff3d495cb8e9afe3b20c23b1_199)] | | | [removed: [96](#i8c6cb692e53843d9af229b70cbd16ac3_184)] [added: [96](#i1e897349ff3d495cb8e9afe3b20c23b1_199)] | | |

| 19[. Other Commitments and [removed: Contingencies](#i8c6cb692e53843d9af229b70cbd16ac3_214)] [added: Contingencies](#i1e897349ff3d495cb8e9afe3b20c23b1_214)] | | | [removed: [112](#i8c6cb692e53843d9af229b70cbd16ac3_214)] [added: [113](#i1e897349ff3d495cb8e9afe3b20c23b1_214)] | | |

| 20[. Accumulated Other Comprehensive [removed: Loss](#i8c6cb692e53843d9af229b70cbd16ac3_229)] [added: Loss](#i1e897349ff3d495cb8e9afe3b20c23b1_229)] | | | [removed: [115](#i8c6cb692e53843d9af229b70cbd16ac3_229)] [added: [116](#i1e897349ff3d495cb8e9afe3b20c23b1_229)] | | |

| 21[. Business Segment [removed: Information](#i8c6cb692e53843d9af229b70cbd16ac3_232)] [added: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_232)] | | | [removed: [115](#i8c6cb692e53843d9af229b70cbd16ac3_232)] [added: [117](#i1e897349ff3d495cb8e9afe3b20c23b1_232)] | | |

| 22[. Other, [removed: Net](#i8c6cb692e53843d9af229b70cbd16ac3_235)] [added: Net](#i1e897349ff3d495cb8e9afe3b20c23b1_235)] | | | [removed: [117](#i8c6cb692e53843d9af229b70cbd16ac3_235)] [added: [119](#i1e897349ff3d495cb8e9afe3b20c23b1_235)] | | |

| 23[. Interest Expense, [removed: Net](#i8c6cb692e53843d9af229b70cbd16ac3_238)] [added: Net](#i1e897349ff3d495cb8e9afe3b20c23b1_238)] | | | [removed: [117](#i8c6cb692e53843d9af229b70cbd16ac3_238)] [added: [120](#i1e897349ff3d495cb8e9afe3b20c23b1_238)] | | |

| 24[. Supplemental Cash Flow [removed: Information](#i8c6cb692e53843d9af229b70cbd16ac3_244)] [added: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_244)] | | | [removed: [118](#i8c6cb692e53843d9af229b70cbd16ac3_244)] [added: [120](#i1e897349ff3d495cb8e9afe3b20c23b1_244)] | | |

We have audited the accompanying consolidated balance sheets of NiSource Inc. and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related [added: consolidated] statements of [removed: consolidated] income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 21, 2024,] [added: 12, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Regulatory Matters - Impact of Rate Regulation on the Financial Statements [removed: -] [added: –] Refer to Notes 1, 9, and 12 to the financial statements

The Company’s [added: primary] subsidiaries are fully regulated natural gas and electric utility companies serving customers in six states.

[removed: Rates] [added: The Company’s subsidiaries’ rates] are determined and approved in regulatory proceedings based on an analysis of the subsidiaries’ costs to provide utility service and a return on, and recovery of, the subsidiaries’ investment in the utility business.

- We tested the effectiveness of management’s controls over (1) the evaluation of the likelihood of (a) the recovery of costs deferred as regulatory assets in future periods, and (b) regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates; and (2) the evaluation of Hypothetical Liquidation Book Value (HLBV) [removed: Models] [added: accounting] for the company’s Renewable Joint Ventures and its impact on the Company’s regulatory [removed: assets for recovery in rate base.][added: liability.]

We evaluated [removed: the] [added: this] external information and compared to management’s recorded regulatory asset and liability balances for completeness, including the implementation of new rate orders at Northern Indiana Public Service Company LLC’s [removed: electric business and Columbia Gas of Ohio, Inc.][added: gas business.]

- For the Northern Indiana Public Service Company LLC [removed: gas] [added: electric] base rate case [removed: proceeding,] [added: proceeding that is in-process,] we inspected the Company’s and intervenors’ filings with the [removed: commissions] [added: commission] that may impact the Company’s future rates, for any evidence that might contradict management’s assertions related to recoverability of recorded assets.

We evaluated the appropriateness of recognizing a regulatory liability [removed: or asset] representing timing differences between the profit allocated under the HLBV method related to the consolidated joint ventures and the allowed earnings included in regulatory rates.

We also evaluated the appropriateness of the offset to the regulatory liability [removed: or asset] recorded in depreciation expense.

| Year Ended December 31*, (in millions, except per share amounts)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Customer revenues | | | $ | [removed: 5,347.8] [added: 5,282.9] | | | | | $ | [removed: 5,738.6] [added: 5,347.8] | | | | | $ | [removed: 4,731.3] [added: 5,738.6] | |

| Other revenues | | | [removed: 157.6] [added: 172.2] | | | | | | [removed: 112.0] [added: 157.6] | | | | | | [removed: 168.3] [added: 112.0] | | |

| Total Operating Revenues | | | [removed: 5,505.4] [added: 5,455.1] | | | | | | [removed: 5,850.6] [added: 5,505.4] | | | | | | [removed: 4,899.6] [added: 5,850.6] | | |

| Cost of energy | | | [removed: 1,533.3] [added: 1,132.2] | | | | | | [removed: 2,110.5] [added: 1,533.3] | | | | | | [removed: 1,392.3] [added: 2,110.5] | | |

| Operation and maintenance | | | [removed: 1,494.9] [added: 1,515.2] | | | | | | [removed: 1,489.4] [added: 1,494.9] | | | | | | [removed: 1,456.0] [added: 1,489.4] | | |

| Depreciation and amortization | | | [removed: 908.2] [added: 1,043.2] | | | | | | [removed: 820.8] [added: 908.2] | | | | | | [removed: 748.4] [added: 820.8] | | |

| 3[. Revenue Recognition](#i1e897349ff3d495cb8e9afe3b20c23b1_157) | | | [72](#i1e897349ff3d495cb8e9afe3b20c23b1_157) | | |

| 4[. Noncontrolling Interests](#i1e897349ff3d495cb8e9afe3b20c23b1_160) | | | [76](#i1e897349ff3d495cb8e9afe3b20c23b1_160) | | |

| 6[. Equity](#i1e897349ff3d495cb8e9afe3b20c23b1_166) | | | [78](#i1e897349ff3d495cb8e9afe3b20c23b1_166) | | |

| 10[. Goodwill](#i1e897349ff3d495cb8e9afe3b20c23b1_178) | | | [84](#i1e897349ff3d495cb8e9afe3b20c23b1_178) | | |

| 12[. Regulatory Matters](#i1e897349ff3d495cb8e9afe3b20c23b1_184) | | | [85](#i1e897349ff3d495cb8e9afe3b20c23b1_184) | | |

| 14[. Fair Value](#i1e897349ff3d495cb8e9afe3b20c23b1_190) | | | [90](#i1e897349ff3d495cb8e9afe3b20c23b1_190) | | |

| 15[. Income Taxes](#i1e897349ff3d495cb8e9afe3b20c23b1_196) | | | [93](#i1e897349ff3d495cb8e9afe3b20c23b1_196) | | |

| 17[. Share-Based Compensation](#i1e897349ff3d495cb8e9afe3b20c23b1_205) | | | [107](#i1e897349ff3d495cb8e9afe3b20c23b1_205) | | |

| 18[. Leases](#i1e897349ff3d495cb8e9afe3b20c23b1_208) | | | [110](#i1e897349ff3d495cb8e9afe3b20c23b1_208) | | |

| [Schedule II](#i1e897349ff3d495cb8e9afe3b20c23b1_250) | | | [121](#i1e897349ff3d495cb8e9afe3b20c23b1_250) | | |

- We evaluated Northern Indiana Public Service Company LLC and Columbia Gas of Ohio, Inc.’s disclosures related to the financial statement impacts of rate regulation.

- We inspected minutes of the boards of directors for discussions of changes in legal, regulatory, or business factors which could impact management’s conclusions with respect to the financial statement impacts of rate regulation.

February 12, 2025

| Loss on impairment of assets | | | 6.1 | | | | | | — | | | | | | — | | |

| Prepayments | | | 138.5 | | | | | | 105.5 | | |

| Other current assets | | | 24.2 | | | | | | 13.1 | | |

| | | | | | | | | | | | |

Refer to Note 4, "Noncontrolling Interests," for additional information.

| Net Income | | | $ | 844.7 | | | | | $ | 674.4 | | | | | $ | 791.8 | |

| Depreciation and amortization | | | 1,043.2 | | | | | | 908.2 | | | | | | 820.8 | | |

| Payments for assets retirement obligations | | | (72.5) | | | | | | (41.6) | | | | | | (22.3) | | |

| Advanced deposits for project costs | | | (29.0) | | | | | | — | | | | | | — | | |

| Repayment of short term credit agreements | | | (1,650.0) | | | | | | — | | | | | | — | | |

| Contributions from NIPSCO minority interest holders | | | 99.5 | | | | | | 2,161.9 | | | | | | — | | |

| Distributions to NIPSCO minority interest holders | | | (50.3) | | | | | | — | | | | | | — | | |

| Contributions from tax equity partners | | | — | | | | | | 240.9 | | | | | | 21.2 | | |

| Distributions to tax equity partners | | | (16.1) | | | | | | (14.1) | | | | | | (6.0) | | |

| 3[. Revenue Recognition](#i8c6cb692e53843d9af229b70cbd16ac3_154) | | | [71](#i8c6cb692e53843d9af229b70cbd16ac3_154) | | |

| 4[. Noncontrolling Interest](#i8c6cb692e53843d9af229b70cbd16ac3_157) | | | [74](#i8c6cb692e53843d9af229b70cbd16ac3_157) | | |

| 6[. Equity](#i8c6cb692e53843d9af229b70cbd16ac3_190) | | | [77](#i8c6cb692e53843d9af229b70cbd16ac3_190) | | |

| 10[. Goodwill](#i8c6cb692e53843d9af229b70cbd16ac3_166) | | | [85](#i8c6cb692e53843d9af229b70cbd16ac3_166) | | |

| 12[. Regulatory Matters](#i8c6cb692e53843d9af229b70cbd16ac3_172) | | | [85](#i8c6cb692e53843d9af229b70cbd16ac3_172) | | |

| 14[. Fair Value](#i8c6cb692e53843d9af229b70cbd16ac3_208) | | | [90](#i8c6cb692e53843d9af229b70cbd16ac3_208) | | |

| 15[. Income Taxes](#i8c6cb692e53843d9af229b70cbd16ac3_181) | | | [93](#i8c6cb692e53843d9af229b70cbd16ac3_181) | | |

| 17[. Share-Based Compensation](#i8c6cb692e53843d9af229b70cbd16ac3_193) | | | [106](#i8c6cb692e53843d9af229b70cbd16ac3_193) | | |

| 18[. Leases](#i8c6cb692e53843d9af229b70cbd16ac3_202) | | | [109](#i8c6cb692e53843d9af229b70cbd16ac3_202) | | |

| [Schedule II](#i8c6cb692e53843d9af229b70cbd16ac3_250) | | | [119](#i8c6cb692e53843d9af229b70cbd16ac3_250) | | |

Non-Controlling Interest - Minority Interest Investment in NIPSCO Holdings II LLC – Refer to Notes 1, 4, 6, and 15 to the financial statements

*Critical Audit Matter Description*

On December 31, 2023, the Company consummated the closing of the issuance of a 19.9% equity interest in NIPSCO Holdings II LLC, a wholly-owned subsidiary of the Company and the sole owner of Northern Indiana Public Service Company LLC (“NIPSCO”), to BIP BLUE BUYER L.L.C., an affiliate of Blackstone Infrastructure Partners.

At closing, BIP BLUE BUYER L.L.C., acquired a 19.9% equity interest in NIPSCO Holdings II LLC in exchange for making a capital contribution of $2.16 billion in cash to NIPSCO Holdings II LLC.

Upon consummation of the minority interest transaction, the Company owns an 80.1% controlling indirect equity interest in NIPSCO LLC while BIP BLUE BUYER L.L.C., owns the remaining 19.9% indirect equity interest.

We identified the $2.16 billion minority interest investment in NIPSCO Holdings II LLC as a critical audit matter due to the significant degree of judgement involved in complex accounting and tax conclusions.

This required a significant degree of auditor judgment when performing audit procedures, including the need to involve professionals in our firm with the

appropriate expertise to assist us in evaluating management’s conclusions around the accounting and tax treatment for the transaction.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the minority interest investment in NIPSCO Holdings II LLC included the following, among others:

- We tested the effectiveness of controls over the accounting assessment for this transaction, including the controls over technical accounting conclusions and income tax treatment of this transaction.

- We evaluated management’s conclusions related to accounting for the transaction by:

▪Obtaining and reading the contractual agreements related to this transaction,

▪Involving professionals in our firm with the appropriate expertise in accounting for minority interest transactions to evaluate the work performed by management related to the accounting treatment of the transaction,

▪Involving professionals in our firm with the appropriate expertise in income taxes to evaluate the work performed by management related to the tax treatment of the transaction,

- We evaluated the appropriateness of the Company’s disclosures related to the minority interest investment, including balances recorded.

The Company’s subsidiaries’ rates are subject to regulatory rate-setting processes.

February 21, 2024

| Prepayments and other | | | 118.6 | | | | | | 210.0 | | |

| Payment of obligation to renewable generation asset developer | | | (347.2) | | | | | | — | | | | | | — | | |

| Contributions from noncontrolling interests | | | 2,402.8 | | | | | | 21.2 | | | | | | 245.1 | | |

| Distributions to noncontrolling interest | | | (14.1) | | | | | | (6.0) | | | | | | (0.6) | | |

| Issuance of equity units, net of underwriting costs | | | — | | | | | | — | | | | | | 839.9 | | |

[added: These] separations break down into involuntary separations (2%), resignations [removed: (4%),] [added: (3%),] and retirements (2%).

Talent is identified, and potential paths of development are [removed: discussed] [added: discussed,] to ensure that employees have an opportunity to build their skills to be well-prepared for future roles.

We maintain formal succession plans for our [removed: Chief Executive Officer ("CEO")] [added: CEO] and key officers.

The succession plan for our CEO is reviewed by the [added: Environmental, Social,] Nominating and Governance Committee and the succession plans for key officers (other than the CEO) and critical roles are reviewed by the Compensation and Human Capital Committee annually or more frequently as needed.

Employee and Workplace Health and Safety*.* We have several programs to support employees, and their families’ [removed: physical, mental, and financial] well-being.

These programs include competitive medical, dental, vision, life and long-term disability programs, including employee [removed: HSA] [added: health savings account] company contributions, telemedicine services, Employee Assistance Program, Integrated Health Management navigation services, and paid time off including [removed: a wellness day,] [added: wellness,] sick/disability, parental leave, and illness in family [removed: day.][added: days.]

In addition to [removed: our DE&I,] recruiting, development and retention programs described above, we also invest in internal communications programs, including in-person and virtual learning and networking opportunities, as well as regular town hall communications to employees.

We measure and monitor [removed: culture] [added: organizational health] and employee engagement through various channels including employee lifecycle, pulse, and census surveys.

Because of this training and other programs, we have learned from our most recent employee survey that [removed: 92% of] our employees know what ethical violations look like and how to report them.

Our Compensation and Human Capital Committee reviews reports from our Chief Human Resources Officer [removed: and Chief Diversity, Equity and Inclusion Officer] on employee engagement and corporate culture.

Our executive leadership team, including our [removed: Chief Executive Officer,] [added: CEO,] communicates directly and regularly with all employees on timely ethics topics through electronic messages, coffee chats, and all-employee town hall meetings.

| Lloyd M. Yates | | | | | | [removed: 63] [added: 64] | | | | | | President and Chief Executive Officer of NiSource since February 2022 and Director since March 2020 | | |

| | | | | | | | | | | | | Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, of Duke Energy Corporation from 2014 to [removed: 2019.] [added: 2019] | | |

| Shawn Anderson | | | | | | [removed: 42] [added: 43] | | | | | | Executive Vice President and Chief Financial Officer of NiSource since March 2023 | | |

| | | | | | | | | | | | | Senior Vice President and Chief Strategy and Risk Officer from June 2020 to March [removed: 2023.] [added: 2023] | | |

| | | | | | | | | | | | | Vice President, Strategy and Chief Risk Officer from January 2019 to May [removed: 2020.] [added: 2020] | | |

| Melody Birmingham | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, and President, NiSource Utilities of NiSource since March 2023 | | |

| | | | | | | | | | | | | Executive Vice President, Chief Innovation Officer of NiSource from July 2022 to March [removed: 2023.] [added: 2023] | | |

| | | | | | | | | | | | | Senior Vice President and Chief Administrator Officer of Duke Energy Corporation from May 2021 to June [removed: 2022.] [added: 2022] | | |

| | | | | | | | | | | | | Senior Vice President, Supply Chain and Chief Procurement Officer of Duke Energy Indiana from 2018 to April [removed: 2021.] [added: 2021] | | |

| [removed: Donald E. Brown] [added: Michael S. Luhrs] | | | | | | 52 | | | | | | Executive Vice [removed: President] [added: President, Strategy] and [added: Risk and] Chief [removed: Innovation] [added: Commercial] Officer of NiSource since March 2023 | | |

| | | | | | | | | | | | | Executive Vice [removed: President] [added: President, Operations] and Chief [removed: Financial] [added: Safety] Officer of NiSource from July [removed: 2015] [added: 2022] to [removed: March 2023.] [added: May 2024] | | |

| William Jefferson, Jr | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President, [removed: Operations and] Chief [added: Operating and] Safety Officer of NiSource since [removed: July 2022] [added: May 2024] | | |

| | | | | | | | | | | | | Station Director [removed: and Plant General Manager] at STPNOC, Wadsworth, Texas, from [removed: 2016] [added: 2020] to May [removed: 2022.] [added: 2022 and Vice President in 2022] | | |

| | | | | | | | | | | | | Senior Vice President at Alliant Energy from 2022 to March [removed: 2023.] [added: 2023] | | |

| | | | | | | | | | | | | Vice President at Duke Energy Corporation from 2013 to [removed: 2022.] [added: 2022] | | |

| Kimberly S. Cuccia | | | | | | [removed: 40] [added: 41] | | | | | | Senior Vice President, General Counsel and Corporate Secretary of NiSource since April 2022 | | |

| | | | | | | | | | | | | Vice President, Interim General Counsel and Corporate Secretary of NiSource from December 2021 to April [removed: 2022.] [added: 2022] | | |

| | | | | | | | | | | | | Vice President and Deputy General Counsel, Regulatory, of NiSource Corporate Services Company, from January 2021 to December [removed: 2021.] [added: 2021] | | |

| | | | | | | | | | | | | Vice President and General Counsel of Columbia Gas of Massachusetts and of NiSource Corporate Services Company, from 2019 to [removed: 2020.] [added: 2020] | | |

| Melanie B. Berman | | | | | | [removed: 53] [added: 54] | | | | | | [removed: Senior Vice President and] Chief Human Resources Officer [added: and Senior Vice President, Administration of NiSource] since [removed: June 2021] [added: May 2024] | | |

| | | | | | | | | | | | | Executive Vice President and Chief Human Resources Officer of The Michaels Companies, Inc. from 2020 to [removed: 2021.] [added: 2021] | | |

| Gunnar J. Gode | | | | | | [removed: 49] [added: 50] | | | | | | Vice President, Chief Accounting Officer and Controller of NiSource since July 2020 | | |

| | | | | | | | | | | | | Vice President and Controller of Washington Gas from March 2019 to [removed: 2020.] [added: 2020] | | |

We may not be able to execute our business plan or growth strategy, including utility infrastructure [removed: investments.][added: investments, or business opportunities, such as data center development and related generation sources and transmission capabilities to meet potential load growth.]

Operational, financial or regulatory conditions may result in our inability to execute our business plan or growth strategy, including investments related to natural gas [removed: pipeline modernization] and [removed: our renewable energy projects,] [added: electric distribution] and [removed: the build-transfer execution goals within] [added: transmission infrastructure investments and] our [removed: business plan.][added: electric generation projects.]

Our enterprise-wide transformation roadmap initiatives [removed: are designed to] identify [added: and enable] long-term sustainable capability enhancements, cost optimization improvements, technology investments and work process optimization, [removed: has] [added: and these initiatives have] increased the volume and pace of change and may not be effective as it continues.

Even if our business [removed: plan and/or] [added: plan,] growth [removed: strategy] [added: strategy, and/or business opportunities] are executed, there is still risk of, among other things, human error in maintenance, installation or operations, shortages or delays in obtaining equipment, including as a result of transportation delays and availability, labor availability and performance below expected levels (in addition to the other risks discussed in this section).

Our gas distribution and transmission, electric generation, transmission and distribution activities, involve a variety of inherent hazards and operating risks, including, but not limited to, gas leaks and over-pressurization, downed power lines, stray electrical voltage, excavation or vehicular damage to our infrastructure, outages, environmental spills, mechanical [removed: problems] [added: problems, damage from weather events,] and other incidents, which could cause substantial financial losses.

These hazards and risks have resulted and may result in serious injury or loss of life to employees and/or the general public, significant damage to property, [removed: environmental pollution, impairment of our operations, adverse regulatory rulings and reputational harm, which in turn could lead to substantial business and financial losses.]

We strive to provide promotion and advancement opportunities for employees.

In 2024, for all leadership positions at the supervisor and above level posted externally, we filled 64% with internal employees.

We also develop and implement targeted development action plans to increase succession candidate readiness for leadership roles.

Additionally, we monitor the risk and potential impact of talent loss and take action to increase retention of top talent.

Retention in 2024 was 93%.

We calculate retention as 100 minus the total number of separations divided by the average headcount for the annual period.

Our Code of Business Conduct is designed to ensure that our employees adhere to legal and regulatory requirements, mitigate risks, and promote ethical behavior.

Our ethics program is led by leadership tone at the top, policies and procedures, regular training and communication, monitoring and auditing, and a system for reporting and addressing violations.

| | | | | | | | | | | | | Senior Vice President and Chief Human Resources Officer of NiSource from June 2021 to May 2024 | | |

Additionally, operational, financial or regulatory conditions may result in our inability to manage the development and implementation connected to the complex business opportunity associated with growing interest in data centers from existing and potential customers.

Furthermore, we are evaluating the potential for data center development in our service territories, including ways to effectively manage the potential power demand, generation sources, and transmission capabilities to meet potential load growth from any data center customer, while at the same time focusing on our environmental goals.

We expect that management of load growth would require new generation and transmission capabilities.

As data center opportunities evolve and develop, we may also enter into arrangements and agreements with customers and potential customers that require us to invest capital related to the data center development and related generation sources and transmission capabilities before we receive any potential return.

Data center growth in our service territories, including a focus on northern Indiana, while providing growth opportunities that enhance our business strategy, provide significant financial, operational, and regulatory risks that must be effectively managed.

As we evaluate business opportunities presented by the data center development in our territories, including a focus on northern Indiana, we face a variety of challenges including accurately predicting future power needs of data centers due to rapidly changing technology and market dynamics, managing the potential power demand, generation sources, and transmission capabilities to meet potential load growth from any data center customer, financing the capital investment needed to build and maintain the necessary infrastructure to support data center development, managing the possible environmental impact of the potential increased power demand while remaining focused on our Net Zero Goal, and evaluating and complying with evolving regulations related to data center development.

As we evaluate the potential for data center development in our service territories, we must effectively manage these financial, operational and regulatory risks.

environmental pollution, impairment of our operations, adverse regulatory rulings and reputational harm, which in turn could lead to substantial business and financial losses.

These units are being replaced with a diverse, flexible, and scalable mix of incremental resources, including short-term contracted capacity resources, expanded demand side management programs, wind, solar, battery energy storage, and new natural gas peaking resources.

Delays to the

The organizational changes

ITEM 1A.

RISK FACTORS

NISOURCE INC.

Our response to suggested actions, proposals, director nominations and contests for the election of directors by activist stockholders could disrupt our business and operations, divert the attention of our board of directors, management and employees, and be costly and time‐consuming.

Potential actions by activist stockholders or others may interfere with our ability to execute our strategic plans; create perceived uncertainties as to the future direction of our business or strategy; cause uncertainty with our regulators; make it more difficult to attract and retain qualified personnel; and adversely affect our relationships with our existing and potential business partners.

Any of the foregoing could adversely affect our business, financial condition and results of operations.

Also, we may be required to incur significant fees and other expenses related to responding to stockholder activism, including for third-party advisors.

Moreover, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any stockholder activism.

We outsource certain business functions to third-party suppliers and service providers, and may be impacted by substandard performance or quality by third parties.

Utilities rely on extensive networks of business partners and suppliers to support critical enterprise capabilities across their organizations.

Like other companies in the utilities industry, we outsource certain services to third parties in areas including construction services, information technology, materials, fleet, environmental, operational services, corporate and other areas.

We have seen, and may see in the future, slowing deliveries from suppliers and in some cases materials and labor shortages.

In addition to delays and unavailability, at times, outsourcing of services to third parties could expose us to inferior service quality or substandard deliverables, which may result in non-compliance (including with applicable legal requirements and industry standards), interruption of service, accidents, or reputational harm, which could negatively impact our business, financial condition and results of operations.

The nature of indirect supply chain, including a potential lack of control or certain visibility into sourcing by vendors, may also impact our ability to serve customers in a safe, reliable and cost-effective manner.

These risks include the risk of operational failure, reputation damage, disruption due to new supply chain disruptions, exposure to significant commercial losses and fines and poorly positioned and distressed suppliers.

If we continue to see delayed deliveries and shortages or if any other difficulties in the operations of these third-party suppliers and service providers, including their systems, were to occur, they could adversely affect our results of operations, or adversely affect our ability to work with regulators, unions, customers, or employees.

A cyber-attack or security breach on any of our or certain third-party technology systems, including but not limited to information systems, infrastructure, software and hardware, upon which we rely may adversely affect our ability to operate, could lead to a loss or misuse of confidential and proprietary information, or potential liability.

We are reliant on technology to run our business, which is dependent upon technology systems to process critical information necessary to conduct various elements of our business, including the generation, transmission and distribution of electricity; operation of our gas pipeline facilities; and the recording and reporting of commercial and financial transactions to regulators, investors and other stakeholders.

In addition to general information and cybersecurity risks that all large corporations face (e.g., ransomware, malware, unauthorized access attempts, phishing attacks, malicious intent by insiders, third-party software vulnerabilities and inadvertent disclosure of sensitive information), the utility industry faces evolving and increasingly complex cybersecurity risks associated with protecting electric grid and natural gas infrastructure as well as sensitive and confidential customer and employee information.

Deployment of new business technologies, along with maintaining legacy technology, represents a large-scale opportunity for attacks on our information systems and confidential customer and employee information, as well as on the integrity of the electric grid and the natural gas infrastructure.

Retention has improved 2% year over year since 2021.

These surveys continue to show above benchmark performance in safety, employee/manager relationships, and employee empowerment.

| | | | | | | | | | | | | President, NiSource Corporate Services from 2020 to 2022. | | |

| Michael S. Luhrs | | | | | | 51 | | | | | | Executive Vice President, Strategy and Risk Chief Commercial Officer of NiSource since March 2023 | | |

| | | | | | | | | | | | | Vice President, Human Resources of Anthem, Inc. from January 2018 to 2019. | | |

| Michael W. Hooper | | | | | | 50 | | | | | | Senior Vice President and President, NIPSCO of NiSource since May 2020 | | |

| | | | | | | | | | | | | Senior Vice President, Regulatory, Legislative Affairs and Strategy, of NIPSCO from 2018 to 2020. | | |

| | | | | | | | | | | | | Assistant Controller of Washington Gas from 2016 to March 2019. | | |

Our 2021 Integrated Resource Plan (“2021 Plan”) validated the activities underway pursuant to our prior Integrated Resource Plans and calls for the retirement of the Michigan City Generating Station, replacement of existing vintage gas peaking facilities at the R.M. Schahfer Generating Station and upgrades to the electric transmission system.

In the U.S., solar industry supply chain issues include the U.S. Department of Commerce regulations related to antidumping and countervailing duties circumvention, the Uyghur Forced Labor Protection Act, Section 201 Tariffs and persistent general global supply chain and labor availability issues.

The most prominent effect of these issues is the curtailment of imported solar panels and other key components required to complete utility scale solar projects in the U.S. Any available solar panels may not meet the cost and efficiency standards of our currently approved projects and the incremental cost may not be recoverable through customer rates.

As a result of the challenges in obtaining solar panels, many solar projects in the U.S. have been delayed or canceled.

As we are in the midst of a transition to an electric generation portfolio with more renewable resources, including solar, our projects are vulnerable to the effects of these issues.

Any additional delays to the completion dates of our planned and approved solar projects or other electric generation projects, including our proposed gas peaking facility could impact our capacity position and our ability to meet our resource adequacy obligations to MISO.

Commodity prices have been and may continue to be volatile as described in more detail in the below risk factor.

If transportation is disrupted, if

Our response to suggested actions, proposals, director nominations and

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant's common stock, par value $0.01 per share (the "Common Stock") held by non-affiliates was approximately [removed: $11,285,281,624] [added: $13,022,151,904] based upon the June 30, [removed: 2023,] [added: 2024,] closing price of [removed: $27.35] [added: $28.81] on the New York Stock Exchange.

There were [removed: 447,524,529] [added: 469,939,639] shares of Common Stock outstanding as of February [removed: 14, 2024.][added: 5, 2025.]

Part III of this report incorporates by reference specific portions of the Registrant’s Notice of Annual Meeting and Proxy Statement relating to the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

| [Defined [removed: Terms](#i8c6cb692e53843d9af229b70cbd16ac3_10)] [added: Terms](#i1e897349ff3d495cb8e9afe3b20c23b1_10)] | | | | | | [removed: [3](#i8c6cb692e53843d9af229b70cbd16ac3_10)] [added: [3](#i1e897349ff3d495cb8e9afe3b20c23b1_10)] | | |

| Item 1. | | | [removed: [Business](#i8c6cb692e53843d9af229b70cbd16ac3_16)] [added: [Business](#i1e897349ff3d495cb8e9afe3b20c23b1_16)] | | | [removed: [7](#i8c6cb692e53843d9af229b70cbd16ac3_16)] [added: [7](#i1e897349ff3d495cb8e9afe3b20c23b1_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8c6cb692e53843d9af229b70cbd16ac3_31)] [added: Factors](#i1e897349ff3d495cb8e9afe3b20c23b1_31)] | | | [removed: [18](#i8c6cb692e53843d9af229b70cbd16ac3_31)] [added: [17](#i1e897349ff3d495cb8e9afe3b20c23b1_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8c6cb692e53843d9af229b70cbd16ac3_43)] [added: Comments](#i1e897349ff3d495cb8e9afe3b20c23b1_43)] | | | [removed: [32](#i8c6cb692e53843d9af229b70cbd16ac3_43)] [added: [31](#i1e897349ff3d495cb8e9afe3b20c23b1_43)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i8c6cb692e53843d9af229b70cbd16ac3_46)] [added: [Cybersecurity](#i1e897349ff3d495cb8e9afe3b20c23b1_46)] | | | [removed: [32](#i8c6cb692e53843d9af229b70cbd16ac3_43)] [added: [31](#i1e897349ff3d495cb8e9afe3b20c23b1_46)] | | |

| Item 2. | | | [removed: [Properties](#i8c6cb692e53843d9af229b70cbd16ac3_2634)] [added: [Properties](#i1e897349ff3d495cb8e9afe3b20c23b1_49)] | | | [removed: [32](#i8c6cb692e53843d9af229b70cbd16ac3_46)] [added: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8c6cb692e53843d9af229b70cbd16ac3_49)] [added: Proceedings](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] | | | [removed: [33](#i8c6cb692e53843d9af229b70cbd16ac3_49)] [added: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i8c6cb692e53843d9af229b70cbd16ac3_49)] [added: Disclosures](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] | | | [removed: [33](#i8c6cb692e53843d9af229b70cbd16ac3_49)] [added: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8c6cb692e53843d9af229b70cbd16ac3_52)] [added: Securities](#i1e897349ff3d495cb8e9afe3b20c23b1_55)] | | | [removed: [34](#i8c6cb692e53843d9af229b70cbd16ac3_52)] [added: [33](#i1e897349ff3d495cb8e9afe3b20c23b1_55)] | | |

| Item 6. | | | [removed: [Reserved](#i8c6cb692e53843d9af229b70cbd16ac3_55)] [added: [Reserved](#i1e897349ff3d495cb8e9afe3b20c23b1_58)] | | | [removed: [35](#i8c6cb692e53843d9af229b70cbd16ac3_55)] [added: [34](#i1e897349ff3d495cb8e9afe3b20c23b1_58)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8c6cb692e53843d9af229b70cbd16ac3_58)] [added: Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_61)] | | | [removed: [36](#i8c6cb692e53843d9af229b70cbd16ac3_58)] [added: [35](#i1e897349ff3d495cb8e9afe3b20c23b1_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8c6cb692e53843d9af229b70cbd16ac3_118)] [added: Risk](#i1e897349ff3d495cb8e9afe3b20c23b1_121)] | | | [removed: [55](#i8c6cb692e53843d9af229b70cbd16ac3_118)] [added: [56](#i1e897349ff3d495cb8e9afe3b20c23b1_121)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8c6cb692e53843d9af229b70cbd16ac3_121)] [added: Data](#i1e897349ff3d495cb8e9afe3b20c23b1_124)] | | | [removed: [56](#i8c6cb692e53843d9af229b70cbd16ac3_121)] [added: [57](#i1e897349ff3d495cb8e9afe3b20c23b1_124)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8c6cb692e53843d9af229b70cbd16ac3_253)] [added: Disclosure](#i1e897349ff3d495cb8e9afe3b20c23b1_253)] | | | [removed: [120](#i8c6cb692e53843d9af229b70cbd16ac3_253)] [added: [122](#i1e897349ff3d495cb8e9afe3b20c23b1_253)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8c6cb692e53843d9af229b70cbd16ac3_256)] [added: Procedures](#i1e897349ff3d495cb8e9afe3b20c23b1_256)] | | | [removed: [120](#i8c6cb692e53843d9af229b70cbd16ac3_256)] [added: [122](#i1e897349ff3d495cb8e9afe3b20c23b1_256)] | | |

| Item 9B. | | | [Other [removed: Information](#i8c6cb692e53843d9af229b70cbd16ac3_262)] [added: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_262)] | | | [removed: [122](#i8c6cb692e53843d9af229b70cbd16ac3_262)] [added: [124](#i1e897349ff3d495cb8e9afe3b20c23b1_262)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8c6cb692e53843d9af229b70cbd16ac3_265)] [added: Inspections](#i1e897349ff3d495cb8e9afe3b20c23b1_265)] | | | [removed: [122](#i8c6cb692e53843d9af229b70cbd16ac3_265)] [added: [124](#i1e897349ff3d495cb8e9afe3b20c23b1_265)] | | |

| [Part [removed: III](#i8c6cb692e53843d9af229b70cbd16ac3_268)] [added: III](#i1e897349ff3d495cb8e9afe3b20c23b1_268)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8c6cb692e53843d9af229b70cbd16ac3_268)] [added: Governance](#i1e897349ff3d495cb8e9afe3b20c23b1_268)] | | | [removed: [123](#i8c6cb692e53843d9af229b70cbd16ac3_268)] [added: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_268)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8c6cb692e53843d9af229b70cbd16ac3_271)] [added: Compensation](#i1e897349ff3d495cb8e9afe3b20c23b1_271)] | | | [removed: [123](#i8c6cb692e53843d9af229b70cbd16ac3_271)] [added: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_271)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8c6cb692e53843d9af229b70cbd16ac3_274)] [added: Matters](#i1e897349ff3d495cb8e9afe3b20c23b1_274)] | | | [removed: [123](#i8c6cb692e53843d9af229b70cbd16ac3_274)] [added: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_274)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8c6cb692e53843d9af229b70cbd16ac3_277)] [added: Independence](#i1e897349ff3d495cb8e9afe3b20c23b1_277)] | | | [removed: [123](#i8c6cb692e53843d9af229b70cbd16ac3_277)] [added: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_277)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i8c6cb692e53843d9af229b70cbd16ac3_280)] [added: Services](#i1e897349ff3d495cb8e9afe3b20c23b1_280)] | | | [removed: [123](#i8c6cb692e53843d9af229b70cbd16ac3_280)] [added: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_280)] | | |

| [Part [removed: IV](#i8c6cb692e53843d9af229b70cbd16ac3_283)] [added: IV](#i1e897349ff3d495cb8e9afe3b20c23b1_283)] | | | | | | | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i8c6cb692e53843d9af229b70cbd16ac3_283)] [added: Schedules](#i1e897349ff3d495cb8e9afe3b20c23b1_283)] | | | [removed: [124](#i8c6cb692e53843d9af229b70cbd16ac3_283)] [added: [126](#i1e897349ff3d495cb8e9afe3b20c23b1_283)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8c6cb692e53843d9af229b70cbd16ac3_289)] [added: Summary](#i1e897349ff3d495cb8e9afe3b20c23b1_289)] | | | [removed: [130](#i8c6cb692e53843d9af229b70cbd16ac3_289)] [added: [133](#i1e897349ff3d495cb8e9afe3b20c23b1_289)] | | |

- our ability to execute our business plan or growth strategy, including utility infrastructure [removed: investments;][added: investments, or business opportunities, such as data center development and related generation sources and transmission capabilities to meet potential load growth;]

- our ability to manage the financial and operational risks related to achieving our carbon emission reduction goals, including our Net Zero Goal (as defined [removed: below);][added: below), including any future associated impact from business opportunities such as data center development as those opportunities evolve;]

[removed: BUSINESS][added: Business]

NiSource’s principal subsidiaries include NiSource Gas Distribution Group, Inc. (a holding company that owns Columbia of Kentucky, Columbia of Maryland, Columbia of Ohio, Columbia of Pennsylvania, and Columbia of Virginia), and [added: NIPSCO Holdings I (a holding company that owns] a controlling interest in [removed: NIPSCO (a] [added: NIPSCO, a] gas and electric [removed: company).][added: utility).]

Our utilities continue to advance our core safety, infrastructure and environmental investment [removed: programs] [added: programs,] supported by complementary regulatory and customer initiatives across the six states in which we operate.

[removed: In 2022, we achieved conformance] [added: NiSource continues to maintain its] certification to the American Petroleum Institute Recommended Practice 1173, which serves as the guiding practice for our SMS.

[removed: This certification, which requires ongoing annual review, marked an] [added: These certifications are] important [removed: milestone] [added: milestones] for our SMS and NiSource’s [added: ongoing] journey towards operational excellence.

NiSource has two reportable segments: [removed: Gas Distribution] [added: Columbia] Operations and [removed: Electric] [added: NIPSCO] Operations.

The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, [added: consist of our centralized corporate activities and] are [removed: included as Corporate] [added: primarily comprised of interest expense on holding company debt] and [removed: Other.][added: unallocated corporate costs and activities.]

[removed: Through our wholly-owned subsidiary NiSource Gas Distribution Group, Inc., we provide] [added: Columbia Operations provides] natural gas to approximately 2.4 million residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, and Maryland.

| [Part I](#i1e897349ff3d495cb8e9afe3b20c23b1_13) | | | | | | | | |

| [Part II](#i1e897349ff3d495cb8e9afe3b20c23b1_55) | | | | | | | | |

| [Signatures](#i1e897349ff3d495cb8e9afe3b20c23b1_292) | | | | | | [134](#i1e897349ff3d495cb8e9afe3b20c23b1_292) | | |

| NIPSCO Generation | | | | | | NIPSCO Generation LLC | | |

| Gibson | | | | | | Gibson Solar Generation LLC | | |

| BIP Blue Buyer VCOC L.L.C | | | | | | BIP Blue Buyer VCOC L.L.C., a Delaware limited liability company and also an affiliate of Blackstone | | |

| CEO | | | | | | Chief Executive Officer | | |

| CFO | | | | | | Chief Financial Officer | | |

| CODM | | | | | | Chief Operating Decision Maker | | |

| Columbia Operations | | | | | | Reportable segment comprised of the results of NiSource Gas Distribution company, including all of its Columbia Gas distribution companies and related subsidiaries | | |

| CPCN | | | | | | Certificate of Public Convenience and Necessity | | |

| | | | | | | | | |

| | | | | | | | | |

| DSIC | | | | | | Distribution System Improvement Charge | | |

| GCT | | | | | | Generation Cost Tracker | | |

| GWh | | | | | | Gigawatt hours | | |

| NIPSCO Electric | | | | | | The electric generation and transmission activities of the NIPSCO Operations reportable segment | | |

| NIPSCO Gas | | | | | | The gas distribution activities of the NIPSCO Operations reportable segment | | |

| | | | | | | | | |

| NIPSCO Operations | | | | | | Reportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| WAM | | | | | | Work and Asset Management enterprise resourcing system | | |

- our ability to manage data center growth in our service territories;

In 2024, NiSource was recognized with the ISO 55001 certification from LRQA, one of the world’s leading providers of professional engineering and technology services.

Achieving this international certification for asset management systems recognizes NiSource’s commitment to safety for our people, systems and customers.

Columbia Operations

| Total Capacity | | | | | | | | | | | | 1,719,026 | | | | | |

(1)NiSource has entered into an agreement to sell this facility, subject to approval by the Pennsylvania Public Utility Commission.

NIPSCO Operations

NIPSCO Gas

We operate approximately 17,900 miles of distribution main pipeline plus the associated individual customer service lines and 690 miles of transmission main pipeline located in our northern Indiana service areas.

Throughout northern Indiana, we also have gate stations and other operations support facilities.

There were no significant disruptions to our system or facilities during 2024.

| Facility Name | | | | | | Location | | | Type | | | Storage Capacity (MCF) | | | | | |

| Total Capacities | | | | | | | | | | | | 11,240,000 | | | | | |

Competition. Similar to the Columbia Operations segment, NIPSCO Gas also operates in an open and competitive market which allows retail customers to purchase gas directly from producers and marketers.

| Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share | | | NI PR B | | | NYSE | | |

| [Part I](#i8c6cb692e53843d9af229b70cbd16ac3_13) | | | | | | | | |

| [Part II](#i8c6cb692e53843d9af229b70cbd16ac3_52) | | | | | | | | |

| [Signatures](#i8c6cb692e53843d9af229b70cbd16ac3_292) | | | | | | [131](#i8c6cb692e53843d9af229b70cbd16ac3_292) | | |

| Columbia of Massachusetts | | | | | | Bay State Gas Company | | |

| COVID-19 ("the COVID-19 pandemic" or "the pandemic") | | | | | | Novel Coronavirus 2019 and its variants, including the Delta and Omicron variants, and any other variant that may emerge | | |

| DE&I | | | | | | Diversity Equity and Inclusion | | |

| DPU | | | | | | Department of Public Utilities | | |

| NOL | | | | | | Net Operating Loss | | |

| NTSB | | | | | | National Transportation Safety Board | | |

| Section 201 Tariffs | | | | | | Tariffs imposed by Executive Order from the President of the U.S. on certain imported solar cells and modules at a rate of 15%, which were recently extended to 2026 | | |

| SOFR | | | | | | Secured Overnight Financing Rate | | |

| U.S. Attorney's Office | | | | | | U.S. Attorney's Office for the District of Massachusetts | | |

ITEM 1.

NISOURCE INC.

On November 7, 2022, we announced our intention to seek a minority interest investor in NIPSCO.

We entered into an agreement with Blackstone on June 17, 2023, in furtherance of this goal.

On December 31, 2023, the NIPSCO Minority Interest Transaction closed.

At closing, NIPSCO Holdings I contributed all its membership interests in NIPSCO in exchange for an 80.1% controlling membership interest and Blackstone contributed $2.16 billion in cash in exchange for a 19.9% membership interest in NIPSCO Holdings II, respectively.

NIPSCO Holdings II owns all the membership interests in NIPSCO.

Our focus is maintaining, sustaining and continuously improving processes, procedures, capabilities and talent to enhance safety and reduce operational risk.

The activities occurring within this non-segment consist of our centralized corporate activities and are primarily comprised of interest expense on holding company debt and unallocated corporate costs and activities.

Gas Distribution Operations

Our natural gas distribution operations serve approximately 3.3 million customers in six states.

| | | | | | | | | | | | | | | | | | |

| Total Capacities | | | | | | | | | | | | 12,959,026 | | | | | |

Competition. Open access to natural gas supplies over interstate pipelines and the deregulation of the natural gas supply has led to tremendous change in the energy markets and natural gas competition.

Competition with providers of electricity has traditionally been the strongest in the residential and commercial markets of Kentucky, southern Ohio, central Pennsylvania and western Virginia due to comparatively low electric rates.

Electric Operations

Rosewater went into service in December 2020 and Indiana Crossroads Wind went into service in December 2021.

The Indiana Crossroads Solar and Dunns Bridge I Solar projects went into service in June 2023.

In October 2021, NIPSCO completed the retirement of two coal-burning units with installed capacity of approximately 903 MW at Schahfer Generating Station, located in Wheatfield, IN.

Additionally, we own and operate reactive resources to supplement generation when necessary.

(2)Sugar Creek added additional generating capacity in January 2024.

In November 2021, NIPSCO submitted its 2021 Integrated Resource Plan ("2021 Plan") with the IURC.

The 2021 Plan builds upon the 2018 Integrated Resource Plan which outlined NIPSCO’s plan to retire its coal generating assets by 2028.

The 2021 Plan affirmed the 2018 retirement decisions and calls for the replacement of the retiring coal generating assets with a diverse portfolio of resources, including demand side management resources, incremental solar, stand-alone energy storage, new gas peaking resources and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

| Columbia of Kentucky(2) | | | 9.35 | | % | $ | 26.7 | | $ | 18.3 | | May 28, 2021 | | | January 2022 | | |

| NIPSCO - Gas(4) | | | 9.85 | | % | $ | 109.7 | | $ | 71.8 | | September 29, 2021 | | | September 2022 | | |

(2)The approved ROE for natural gas capital riders (*e.g*.,SMRP) is 9.275%.

Risk [removed: assessment] [added: assessment.] NiSource regularly assesses its cybersecurity risks to identify and prioritize the most significant threats.

[removed: Third-party] [added: Third-party] risk [removed: management:] [added: management.] NiSource performs cyber assessments periodically on third-party vendors and service providers with whom NiSource shares data, relies on for critical business functions, or provides access to the NiSource network or systems.

NiSource’s Supply Chain function works with [removed: legal counsel and] the [added: Legal and] Cyber [removed: function] [added: functions] to periodically update cybersecurity contractual provisions in its vendor agreements, with deviations from such provisions requiring approval from the Legal [removed: Department] and Cyber [removed: function.][added: functions.]

[removed: Security controls:] [added: Security controls.] NiSource has implemented a variety of security controls to mitigate cybersecurity risks.

To ensure cybersecurity controls, NiSource [removed: Operational Technology (OT)] [added: OT] within the electric business adheres to the [removed: North American Electric Reliability Corporation Critical Infrastructure Protection (NERC CIP).][added: NERC CIP.]

Within the natural gas business, cybersecurity controls are managed and monitored based on the [removed: Transportation Security Administration (TSA)] [added: TSA] Security Directives.

[removed: Incident response:] [added: Incident response.] NiSource has a comprehensive incident response plan in place to respond to cybersecurity incidents.

The [removed: Chief Information Security Officer (CISO) regularly] [added: CISO] briefs the Audit Committee on cybersecurity risks and [removed: the efforts to address them.][added: risk mitigation initiatives and actions.]

In addition, the Board of Directors [removed: is briefed regularly, through written reports] [added: remains informed of key] and [added: emerging cybersecurity risks and receives] updates by the Audit [removed: Committee, about key and emerging cybersecurity risks.][added: Committee after each of its regularly scheduled meetings.]

Our CISO has expertise and experience in cybersecurity derived from over 15 years of cyber related work experience and [removed: possess] [added: possesses] several certifications including [removed: Certified Information Systems Security Professional (CISSP), Certified][added: CISSP, CRISC, and CISA.]

[removed: The CISO is supported by the NiSource] Enterprise Security team which performs the cybersecurity function and engages directly on the prevention, detection, mitigation, and remediation of cybersecurity incidents.

NiSource monitors the increasing sophistication of cybersecurity threats and continues to [removed: contribute] [added: allocate] resources to [removed: improve] [added: enhance] its cybersecurity program to protect its information systems and assets.

No cybersecurity program is effective to identify and mitigate all [removed: threats,] [added: threats] and NiSource cannot guarantee that it will be able to prevent all cybersecurity incidents.

The Audit Committee regularly reviews NiSource’s cybersecurity posture.

The CISO is supported by the NiSource

For more information regarding the risks associated with cybersecurity, refer to “Item 1A.

The Audit Committee meets quarterly to review NiSource’s cybersecurity posture and make recommendations for improvement.

in Risk and Information Systems Control (CRISC), and Certified Information Systems Auditor (CISA).

For more information regarding the risks associated with cybersecurity, see “A cyber-attack or security breach on any of our or certain third-party technology systems, including information systems, upon which we rely may adversely affect our ability to operate, could lead to a loss or misuse of confidential and proprietary information, or potential liability.” included in Part I, “Item 1A.

Discussed below are the principal properties held by us and our subsidiaries as of December 31, [removed: 2023.][added: 2024.]

Refer to Item 1, "Business - [removed: Gas Distribution] [added: Columbia] Operations," of this report for further information on [removed: Gas Distribution] [added: Columbia] Operations properties.

Refer to Item 1, "Business - [removed: Electric] [added: NIPSCO] Operations," of this report for further information on [removed: Electric] [added: NIPSCO] Operations properties.

Columbia Operations

NIPSCO Operations

Gas Distribution Operations

Electric Operations

At its January [removed: 25, 2024] [added: 23, 2025] meeting, the Board declared a quarterly common dividend of [removed: $0.265] [added: $0.280] per share, payable on February 20, [removed: 2024] [added: 2025] to holders of record on February [removed: 5, 2024.][added: 3, 2025.]

As of February [removed: 14, 2024,] [added: 5, 2025] NiSource had [removed: 15,832] [added: 14,161] common stockholders of record and [removed: 447,524,529] [added: 469,939,639] shares outstanding.

The graph below compares the cumulative total shareholder return of NiSource’s common stock for the period commencing December 31, [removed: 2018] [added: 2019] and ending December 31, [removed: 2023] [added: 2024] with the cumulative total return for the same period of the S&P 500 and the Dow Jones Utility indices.

[removed: ][added: ]

Purchases of Equity Securities by Issuer and Affiliated Purchasers. For the three months ended December 31, [removed: 2023,] [added: 2024,] no equity securities that are registered by NiSource Inc. pursuant to Section 12 of the Securities Exchange Act of 1934 were purchased by or on behalf of us or any of our affiliated purchasers.

Holders of shares of NiSource’s common stock are entitled to receive dividends if and when declared by the Board out of funds legally available.

There is no preferred stock outstanding as of December 31, 2024.

Holders of shares of NiSource’s common stock are entitled to receive dividends if and when declared by the Board out of funds legally available, subject to the prior dividend rights of holders of our preferred stock or the depositary shares representing such preferred stock outstanding, and if full dividends have not been declared and paid on all outstanding shares of preferred stock in any dividend period, no dividend may be declared or paid or set aside for payment on our common stock.

| [Executive [removed: Summary](#i8c6cb692e53843d9af229b70cbd16ac3_61)] [added: Summary](#i1e897349ff3d495cb8e9afe3b20c23b1_64)] | | | [removed: [36](#i8c6cb692e53843d9af229b70cbd16ac3_61)] [added: [35](#i1e897349ff3d495cb8e9afe3b20c23b1_64)] | | |

[removed: | [Summary] [added: Summary] of Consolidated Financial [removed: Results](#i8c6cb692e53843d9af229b70cbd16ac3_67) | | | [38](#i8c6cb692e53843d9af229b70cbd16ac3_67) | | |][added: Results]

[removed: | [Results and Discussion of Operations](#i8c6cb692e53843d9af229b70cbd16ac3_73) | | | [39](#i8c6cb692e53843d9af229b70cbd16ac3_73) | | |][added: RESULTS AND DISCUSSION OF OPERATIONS]

| [removed: [Gas] [added: Gas] Distribution [removed: Operations](#i8c6cb692e53843d9af229b70cbd16ac3_76)] [added: Customers] | | | [removed: [40](#i8c6cb692e53843d9af229b70cbd16ac3_76)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [Liquidity and Capital [removed: Resources](#i8c6cb692e53843d9af229b70cbd16ac3_88)] [added: Resources](#i1e897349ff3d495cb8e9afe3b20c23b1_94)] | | | [removed: [47](#i8c6cb692e53843d9af229b70cbd16ac3_88)] [added: [48](#i1e897349ff3d495cb8e9afe3b20c23b1_94)] | | |

| [Market Risk [removed: Disclosures](#i8c6cb692e53843d9af229b70cbd16ac3_112)] [added: Disclosures](#i1e897349ff3d495cb8e9afe3b20c23b1_115)] | | | [removed: [51](#i8c6cb692e53843d9af229b70cbd16ac3_112)] [added: [52](#i1e897349ff3d495cb8e9afe3b20c23b1_115)] | | |

We generate substantially all of our operating income through these rate-regulated businesses, which are summarized for financial reporting purposes into two primary reportable segments: [removed: Gas Distribution] [added: Columbia] Operations and [removed: Electric] [added: NIPSCO] Operations.

[removed: Our goal is] [added: In order] to [added: achieve this goal, we seek to] develop strategies that benefit all stakeholders as we (i) [removed: focus on] [added: support] long-term infrastructure investment and safety programs to better serve our customers, (ii) align our tariff structures with our cost structure, and (iii) [removed: address changing customer] [added: drive value and enable growth in an evolving] energy [removed: demand.][added: ecosystem.]

During the year, we received orders for [removed: four] [added: three rate] cases: Columbia of [removed: Virginia, Columbia of Ohio,] [added: Pennsylvania,] Columbia of [removed: Maryland,] [added: Kentucky,] and NIPSCO [removed: Electric.][added: Gas.]

Between our [removed: Gas Distribution] [added: Columbia] and [removed: Electric] [added: NIPSCO] Operating Segments, we added [removed: 22,000] [added: 21,000] customers.

We also invested $1.5 billion in infrastructure modernization to enhance safe, reliable service, including replacement of [removed: 339] [added: 288] miles of distribution main and service lines, [removed: 34] [added: 24] miles of underground cable and [removed: 1,942] [added: 1,240] electric poles.

[removed: Your Energy, Your Future:] [added: Energy Transition:] We [removed: continue to advance Your Energy, Your Future] [added: are advancing our energy transition strategy] primarily through the continuation and enhancement of existing programs, such as retiring and replacing remaining coal-fired electric generation by 2028 with a balanced mix of low or zero-emission electric [removed: generation,] [added: generation and battery storage,] ongoing pipe replacement and modernization programs, and deployment of advanced leak detection and repair.

[removed: Our electric generation transition, initiated through our 2018 Integrated Resource Plan] ("2018 Plan") is well underway, and we are continually adjusting to the dynamic energy landscape.

| [Summary of Consolidated Financial Results](#i1e897349ff3d495cb8e9afe3b20c23b1_70) | | | [38](#i1e897349ff3d495cb8e9afe3b20c23b1_70) | | |

| [Results and Discussion of Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_79) | | | [39](#i1e897349ff3d495cb8e9afe3b20c23b1_79) | | |

| [Columbia Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_82) | | | [40](#i1e897349ff3d495cb8e9afe3b20c23b1_82) | | |

| [NIPSCO Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_88) | | | [43](#i1e897349ff3d495cb8e9afe3b20c23b1_88) | | |

| [Other Information](#i1e897349ff3d495cb8e9afe3b20c23b1_118) | | | [53](#i1e897349ff3d495cb8e9afe3b20c23b1_118) | | |

Our vision is to be a premier, innovative and trusted energy partner.

We exist to deliver safe, reliable energy that drives value to our customers.

2024 Overview: In 2024, we continued to make significant progress on the remaining portfolio of projects that will enable our electric generation transition, including placing one solar and battery project into service and receiving approval of a new gas peaking facility.

In addition, the Columbia of Virginia, Columbia of Maryland and NIPSCO Electric rate cases filed in 2024 are anticipated to be resolved during 2025 with balanced outcomes supporting all stakeholders.

We continued to build and advance our SMS by successfully maintaining our certification of conformance for API 1173 and achieving LRQA’s ISO 50001 certification.

We achieved the first major milestone in our Transformation road map and continue to increase the efficiency of our operating companies.

The following describes in more detail the advancements we have made in our key strategic initiatives.

Our electric generation transition, initiated through our 2018 Integrated Resource Plan

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

NISOURCE INC.

As of December 31, we have placed in service owned renewable and storage projects, developed under BTAs, with combined nameplate capacities of 1,065 MW and 45 MW respectively.

Renewable PPA projects with a combined nameplate capacity of 600 MW have also been placed in service.

In addition, renewable and storage BTA projects with combined nameplate capacities of 1,085 MW and 56 MW, respectively, and renewable PPA projects with a combined nameplate capacity of 600 MW were under development as of December 31, all of which have received IURC approval.

The capacity figure for BTA projects in development includes the Templeton Wind project.

In October 2024, NIPSCO contracted with a developer to convert the previously approved Templeton Wind PPA to a BTA and has provided a notice of intent to file a CPCN with the IURC.

In 2024, the IURC approved full ownership of the Cavalry, Dunns Bridge II, Fairbanks and Gibson and the cost of the Fairbanks project as contemplated in contractual actions.

Full ownership of these projects allows NIPSCO to leverage provisions of the IRA, monetize renewable tax credits more effectively, and provide enhanced benefits to customers as compared to the previous tax equity partnership structure approved by the IURC.

We remain on track to retire R.M Schahfer's remaining two coal units by the end of 2025.

For additional information, see "Results and Discussion of Operations - NIPSCO Operations," in this Management's Discussion.

NIPSCO's 2021 Integrated Resource Plan ("2021 Plan") lays out a timeline to retire the Michigan City Generating Station by the end of 2028.

The 2021 Plan calls replacing the retiring coal units with a diverse portfolio of resources including demand side management resources, renewables, stand-alone energy storage and upgrades to existing facilities at the Sugar Creek Generating Station, among other steps.

In 2024, Sugar Creek completed an Advanced Gas Path Tech upgrade that will enhance its overall production capabilities.

Additionally, the 2021 Plan calls for a new natural gas peaking facility to replace existing vintage gas peaking facilities at the R.M. Schahfer Generating Station to support system reliability and resiliency, and upgrades to the electric transmission system.

In October 2024, we received approval for the issuance of a CPCN for an approximately 400 MW natural gas peaking generation facility from the IURC.

The planned retirement of the two vintage gas peaking facilities at the R.M. Schahfer Generating Station is also expected to occur by the end of 2028.

Final retirement dates for these units, as well as Michigan City, will be subject to MISO approval.

NIPSCO’s 2024 Plan was submitted to the IURC on December 9, 2024.

The 2024 Plan informs future generation investments required to ensure reliability for NIPSCO’s customers and incorporates factors such as anticipated load growth from data centers and other economic development opportunities, new EPA emissions rules, and evolving MISO resource accreditation rules.

We have seen an acceleration of customer interest in our northern Indiana service territory in the form of data center development.

We believe data center development can enhance our local tax base, diversify the employment base across the state of Indiana, and provide greater value to existing customers and shareholders.

We are evaluating the potential for data center development in our service territory, including ways to effectively manage the potential power demand, generation sources, and transmission capabilities to meet potential load growth from any data center customer, while at the same time focusing on our environmental goals.

We expect the management of large load growth would require new generation resources, including gas-fired resource, and transmission capabilities.We plan to move as efficiently as possible while maintaining the integrity of our commercial, planning, regulatory, procurement and operational execution processes.

We continue to enhance safety and reduce methane emissions on our gas systems through modernization programs and utilization of advanced leak detection and repair.

In addition, we plan to advance other low- or zero-emission energy resources and technologies, such as hydrogen and renewable natural gas.

| [Electric Operations](#i8c6cb692e53843d9af229b70cbd16ac3_82) | | | [43](#i8c6cb692e53843d9af229b70cbd16ac3_82) | | |

| [Other Information](#i8c6cb692e53843d9af229b70cbd16ac3_115) | | | [52](#i8c6cb692e53843d9af229b70cbd16ac3_115) | | |

2023 Overview: In 2023, we continued to make significant progress towards our strategic and financial goals and objectives by achieving in-service status in June 2023 and substantial completion in August 2023 for our first two solar BTA projects, Indiana Crossroads Solar and Dunns Bridge I.

We continue to progress on the remaining portfolio of projects that will enable our electric generation transition.

In addition, the NIPSCO Gas rate case filed in 2023 is anticipated to be resolved in the third quarter of 2024.

These cases represent balanced outcomes supporting all stakeholders.

We also made advancements in key strategic initiatives, described in further detail below.

As of

| Other comprehensive income, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 29.9] [added: 3.2] | | | | | | — | | | | | | [removed: 29.9] [added: 3.2] | | |

| Common stock [removed: ($0.88] [added: ($1.06] per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (345.5)] [added: (483.0)] | | | | | | — | | | | | | — | | | | | | [removed: (345.5)] [added: (483.0)] | | |

| Preferred stock (See Note 6) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (55.1)] [added: (8.1)] | | | | | | — | | | | | | — | | | | | | [removed: (55.1)] [added: (8.1)] | | |

| Contributions from noncontrolling [removed: interest] [added: interest(3)] | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 236.7] [added: 233.2] | | | | | | [removed: 236.7] [added: 233.2] | | |

| Equity [removed: Units | | | — | | | | | | 666.5 | | | | | | — | | | | | | — | | |] [added: Units(1)] | | | — | | | | | | [removed: —] [added: 33,899] | | | | | | — | | | | | | [removed: 666.5] [added: 33,899] | | |

| Employee stock purchase plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.0] [added: 6.4] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.0] [added: 6.4] | | |

| Long-term incentive plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 11.8] [added: 26.6] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 11.8] [added: 26.6] | | |

| 401(k) and profit sharing | | | — | | | | | | — | | | | | | — | | | | | | [removed: 9.5] [added: 9.2] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 9.5] [added: 9.2] | | |

| ATM Program | | | 0.2 | | | | | | — | | | | | | — | | | | | | [removed: 287.9] [added: 599.8] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 288.1] [added: 600.0] | | |

| Balance as of [removed: December 31, 2021] [added: January 1, 2022] | | | $ | 4.1 | | | | | $ | 1,546.5 | | | | | $ | (99.9) | | | | | $ | 7,204.3 | | | | | $ | (1,580.9) | | | | | $ | (126.8) | | | | | $ | 325.6 | | | | | $ | 7,272.9 | |

| Issuance of noncontrolling [removed: interest(2)] [added: interests(2)] | | | — | | | | | | — | | | | | | — | | | | | | 809.6 | | | | | | — | | | | | | — | | | | | | 1,361.1 | | | | | | 2,170.7 | | |

| Contributions from noncontrolling interest [removed: (3)] | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 233.2] [added: 99.5] | | | | | | [removed: 233.2] [added: 99.5] | | |

(1) Series [removed: A] [added: A, Series B] and Series C shares had an aggregate liquidation preference of [removed: $400M] [added: $400M, $500M] and $863M, respectively.

[removed: Series B has an aggregate liquidation preference of $500M See] [added: (1)See] Note 6, "Equity," for additional information.

See Note 4, "Noncontrolling [removed: Interest,"] [added: Interests,"] for additional discussion.

| Equity Units(1) | | | [removed: 863] [added: (863)] | | | | | | — | | | | | | — | | | | | | — | | |

| Employee stock purchase plan | | | — | | | | | | [removed: 209] [added: 218] | | | | | | — | | | | | | [removed: 209] [added: 218] | | |

| Long-term incentive plan | | | — | | | | | | [removed: 418] [added: 769] | | | | | | — | | | | | | [removed: 418] [added: 769] | | |

| 401(k) and profit sharing plan | | | — | | | | | | [removed: 391] [added: 309] | | | | | | — | | | | | | [removed: 391] [added: 309] | | |

| ATM Program | | | — | | | | | | [removed: 12,525] [added: 21,144] | | | | | | — | | | | | | [removed: 12,525] [added: 21,144] | | |

| Balance as of [removed: December 31, 2021] [added: January 1, 2022] | | | 1,303 | | | | | | 409,266 | | | | | | (3,963) | | | | | | 405,303 | | |

| [removed: Issued/(Redeemed):] [added: Issued:] | | | | | | | | | | | | | | | | | | | | | | | |

[removed: (1) )See] [added: (2)Refer to] Note 6, "Equity," for additional information.

No material impairment charges were recorded for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

Certain expenses and credits subject to utility regulation or rate determination [added: that would] normally [added: be] reflected in income [added: for non-regulated entities] are deferred on the Consolidated Balance Sheets and are later recognized in income as the related amounts are included in customer rates and recovered from or refunded to customers.

Non-utility [removed: property includes] [added: property, consisting of] renewable generation assets owned by JVs of which we are the primary beneficiary and [added: certain retired regulatory assets described below,] is generally depreciated over the life of the associated assets.

Our consolidated pre-tax rate for AFUDC was [removed: 3.9%] [added: 4.8%] in [removed: 2023, 3.4%] [added: 2024, 3.9%] in [removed: 2022] [added: 2023] and [removed: 3.3%] [added: 3.4%] in [removed: 2021.][added: 2022.]

The entire gross receivables balance remains on the December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] Consolidated Balance Sheets.

Inventory valued using LIFO was [removed: $43.9] [added: $43.8] million and [removed: $43.0] [added: $43.9] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Based on the average cost of gas using the LIFO method, the estimated replacement cost of gas in storage was less than the stated LIFO cost by [removed: $22.5] [added: $12.8] million at December 31, [removed: 2023] [added: 2024] and was [removed: greater] [added: less] than the stated LIFO cost by [removed: $7.7] [added: $22.5] million at December 31, [removed: 2022.][added: 2023.]

Gas inventory valued using the weighted average cost methodology was [removed: $222.0] [added: $135.8] million at December 31, [removed: 2023] [added: 2024] and [removed: $488.7] [added: $222.0] million at December 31, [removed: 2022.][added: 2023.]

Accounting for Exchange and Balancing Arrangements of Natural Gas. Our [removed: Gas Distribution] [added: Columbia] Operations [added: and NIPSCO Operations] segment enters into balancing and exchange arrangements of natural gas as part of its operations and off-system sales programs.

We record a receivable or payable for any of our respective cumulative gas imbalances, as well as for any gas inventory borrowed or lent under [removed: a Gas Distribution Operations] [added: an] exchange agreement.

[added: Income Taxes and Investment Tax Credits.] Under the asset and liability method, deferred income taxes are provided for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amount and the tax basis of existing assets and liabilities.

The [removed: undiscounted] estimated future expenditures are based on currently enacted laws and regulations, existing technology and estimated site-specific costs where assumptions may be made about the nature and extent of site contamination, the extent of cleanup efforts, costs of alternative cleanup methods and other variables.

The accruals for estimated environmental expenditures are recorded on the Consolidated Balance Sheets in “Other accruals” for short-term portions of these liabilities and “Other noncurrent [removed: liabilities”] [added: liabilities and deferred credits”] for the respective long-term portions of these liabilities.

[removed: Rate-regulated subsidiaries applying regulatory accounting establish regulatory assets on the Consolidated Balance] Sheets to the extent that future recovery of environmental remediation costs is probable through the regulatory process.

Refer to Note 4, "Noncontrolling [removed: Interest,"] [added: Interests,"] for further discussion on the NIPSCO Minority Interest Transaction.

We fund a [removed: significant] portion of our renewable generation assets through JVs with tax equity partners.

As such, we utilize the HLBV method to allocate proceeds to each partner at the balance sheet date based on the liquidation provisions of the related JV's operating agreement and [removed: adjusts] [added: adjust] the amount of the VIE's net income attributable to us and the noncontrolling tax equity member during the period.

| Noncontrolling Interests: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 760.4 | | | | | | — | | | | | | 84.3 | | | | | | 844.7 | | |

| Noncontrolling Interests: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Distributions to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (66.4) | | | | | | (66.4) | | |

| Series B and B-1 Preferred stock redemption | | | — | | | | | | (486.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (486.1) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Series B and B-1 Preferred stock redemption premium | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14.0) | | | | | | — | | | | | | — | | | | | | (14.0) | | |

| Balance as of December 31, 2024 | | | $ | 4.7 | | | | | $ | — | | | | | $ | (99.9) | | | | | $ | 9,521.5 | | | | | $ | (711.7) | | | | | $ | (30.4) | | | | | $ | 1,984.1 | | | | | $ | 10,668.3 | |

| Redeemed: | | | | | | | | | | | | | | | | | | | | | | | |

| Redeemed: | | | | | | | | | | | | | | | | | | | | | | | |

| Series B and B-1 Preferred Stock | | | (40) | | | | | | — | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2024 | | | — | | | | | | 473,785 | | | | | | (3,963) | | | | | | 469,822 | | |

External and internal up-front implementation costs associated with cloud computing arrangements that are service contracts are deferred on the Consolidated Balance Sheets, with the associated internal-use software capitalized to plant if the we have a contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for us to either run the software on our own hardware or contract with another party unrelated to the vendor to host the software.

Furthermore, the tax basis of the asset is reduced by 50% of the ITCs received, resulting in a net deferred tax asset.

Rate-regulated subsidiaries applying regulatory accounting establish regulatory assets on the Consolidated Balance

In November 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)*.

This pronouncement requires disaggregated disclosure of income statement expenses for public business entities.

The ASU requires disclosure in tabular format of disaggregation of relevant expense captions presented on the income statement by certain natural expense categories with certain related qualitative disclosures within the notes to the financial statements.

The ASU does not change the expense captions an entity presents on the income

statement.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

We will implement and provide the required disclosures beginning in 2025.

The Company adopted this pronouncement as of December 31, 2024 with retrospective application and updated its disclosures to include significant expenses regularly provided to the CODM, the CODM's title and how the CODM utilizes reported measures.

See Note 21, "Business Segment Information" for further discussion.

For those transactions that span a period of time, we record a

As of January 1, 2024, we have changed our reportable segments from Gas Distribution Operations and Electric Operations to Columbia Operations and NIPSCO Operations.

Our historical segment disclosures have been recast to be consistent with the current presentation.

The NIPSCO Operations segment provides regulated gas and electric service in northern Indiana for residential, commercial and industrial customers.

| Residential | | | $ | 1,833.8 | | | | | $ | 531.4 | | | | | $ | — | | | | | $ | 2,365.2 | |

| Commercial | | | 580.3 | | | | | | 199.2 | | | | | | — | | | | | | 779.5 | | |

| Industrial | | | 144.2 | | | | | | 79.0 | | | | | | — | | | | | | 223.2 | | |

| Wholesale | | | 1.2 | | | | | | — | | | | | | — | | | | | | 1.2 | | |

| Miscellaneous(1) | | | 26.3 | | | | | | 15.4 | | | | | | — | | | | | | 41.7 | | |

| Subtotal | | | $ | 2,628.4 | | | | | $ | 825.0 | | | | | $ | — | | | | | $ | 3,453.4 | |

| Electric Generation and Power Delivery | | | | | | | | | | | | | | | | | | | | | | | |

| Residential | | | $ | — | | | | | $ | 649.9 | | | | | $ | — | | | | | $ | 649.9 | |

| Commercial | | | — | | | | | | 620.4 | | | | | | — | | | | | | 620.4 | | |

| Industrial | | | — | | | | | | 499.1 | | | | | | — | | | | | | 499.1 | | |

| Wholesale | | | — | | | | | | 38.3 | | | | | | — | | | | | | 38.3 | | |

| Miscellaneous(1) | | | — | | | | | | 13.7 | | | | | | — | | | | | | 13.7 | | |

| Balance as of January 1, 2021 | | | $ | 3.9 | | | | | $ | 880.0 | | | | | $ | (99.9) | | | | | $ | 6,890.1 | | | | | $ | (1,765.2) | | | | | $ | (156.7) | | | | | $ | 85.6 | | | | | $ | 5,837.8 | |

| Net Income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 584.9 | | | | | | — | | | | | | 3.9 | | | | | | 588.8 | | |

| Distributions to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.6) | | | | | | (0.6) | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 1, 2021 | | | 440 | | | | | | 395,723 | | | | | | (3,963) | | | | | | 391,760 | | |

| Equity Units(1) | | | (863) | | | | | | 33,899 | | | | | | — | | | | | | 33,899 | | |

External and internal up-front implementation costs associated with cloud computing arrangements that are service contracts are deferred on the Consolidated Balance Sheets.

Income Taxes and Investment Tax Credits. We record income taxes to recognize full interperiod tax allocations.

In August 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-05*, Business Combinations- Joint Venture Formations.* This pronouncement codifies ASU 805-60 to provide guidance for the recognition and initial measurement of joint venture formations.

This guidance requires that the initial assets contributed and liabilities assumed be recognized and measured at fair value, with additional disclosure requirements during the period a joint venture is formed.

The pronouncement is effective for joint ventures formed on or after January 1, 2025.

We are currently evaluating the impact of this pronouncement on the formation of future joint ventures.

difference between segment revenue and segment expenses already disclosed, disclosure of all required annual disclosures for interim periods and disclosure of title and position of the CODM and how the CODM uses reported measures.

We are currently evaluating the impacts this amendment will have on our income tax disclosures.

In September 2022, the FASB issued ASU 2022-04, *Liabilities-Supplier Finance Programs (Topic 405-50) - Disclosure of Supplier Finance Program Obligations*.

This pronouncement requires that a buyer in a supplier finance program disclose sufficient information to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

This pronouncement is expected to improve financial reporting by requiring new disclosures about supplier finance programs, thereby allowing financial statement users to better consider the effect of such programs on an entity’s working capital, liquidity, and cash flows.

This pronouncement is effective for fiscal years beginning after December 15, 2022.

The company adopted this pronouncement as of January 1, 2023.

We had no active supplier finance programs as of December 31, 2023.

for residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, Maryland, and Indiana.

The Electric Operations segment provides electric service in 20 counties in the northern part of Indiana.

| Customer Revenues(1) | | | | | | | | | | | | | | | | | | | | | | | |

| Residential | | | $ | 2,109.4 | | | | | $ | 567.9 | | | | | $ | — | | | | | $ | 2,677.3 | |

| Commercial | | | 722.4 | | | | | | 534.9 | | | | | | — | | | | | | 1,257.3 | | |

| Industrial | | | 195.7 | | | | | | 493.4 | | | | | | — | | | | | | 689.1 | | |

| Wholesale | | | 1.4 | | | | | | 15.7 | | | | | | — | | | | | | 17.1 | | |

| Miscellaneous(5) | | | 25.9 | | | | | | (20.0) | | | | | | 0.8 | | | | | | 6.7 | | |

| Total Customer Revenues | | | $ | 3,126.1 | | | | | $ | 1,604.4 | | | | | $ | 0.8 | | | | | $ | 4,731.3 | |

| Other Revenues | | | 45.1 | | | | | | 91.9 | | | | | | 31.3 | | | | | | 168.3 | | |

| Total Operating Revenues | | | $ | 3,171.2 | | | | | $ | 1,696.3 | | | | | $ | 32.1 | | | | | $ | 4,899.6 | |

(4)Other revenues related to the Transition Services Agreement entered into in connection with the sale of the Massachusetts Business.

| Balance as of December 31, 2022 | | | $ | 560.5 | | | | | $ | 453.0 | | | | |

supportable forecasts.

| Balance as of January 1, 2022 | | | $ | 18.9 | | | | | $ | 3.8 | | | | | $ | 0.8 | | | | | $ | 23.5 | |

| Current period provisions | | | 29.1 | | | | | | 6.9 | | | | | | — | | | | | | 36.0 | | |

| Balance as of December 31, 2022 | | | $ | 17.2 | | | | | $ | 5.9 | | | | | $ | 0.8 | | | | | $ | 23.9 | |

Noncontrolling Interest

NIPSCO also owns two solar facilities, Indiana Crossroads Solar and Dunns Bridge I, which went into service in June 2023, with a combined 465 MW of nameplate capacity.

During August 2023, NIPSCO and the tax equity partners made final cash contributions in accordance with the equity capital contribution agreement.

Our [removed: chief executive officer] [added: CEO] and [removed: chief financial officer] [added: CFO] are responsible for evaluating the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that are filed or submitted under the Exchange Act are accumulated and communicated to management, including our [removed: chief executive officer] [added: CEO] and [removed: chief financial officer,] [added: CFO,] as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our [removed: chief executive officer] [added: CEO] and [removed: chief financial officer] [added: CFO] concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective to provide reasonable assurance that financial information was processed, recorded and reported accurately.

Our management, including our [removed: chief executive officer] [added: CEO] and [removed: chief financial officer,] [added: CFO,] are responsible for establishing and maintaining internal control over financial reporting, as such term is defined under Rule 13a-15(f) or Rule 15d-15(f) promulgated under the Exchange Act.

During [removed: 2023,] [added: 2024,] we conducted an evaluation of our internal control over financial reporting.

We have audited the internal control over financial reporting of NiSource Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 21, 2024,] [added: 12, 2025,] expressed an unqualified opinion on those financial statements.

February 12, 2025

February 21, 2024

During the year ended December 31, [removed: 2023, no director or Section 16 officer] [added: 2024, none] of [removed: the Company adopted, terminated] [added: our directors] or [removed: modified] [added: executive officers terminated] a [removed: ‘Rule] [added: Rule] 10b5-1 trading [removed: arrangement’] [added: plan] or [removed: ‘non-Rule] [added: adopted or terminated a non-Rule] 10b5-1 trading [removed: arrangement,’ as each term is] [added: arrangement (as] defined in Item [removed: 408(a)] [added: 408(c)] of Regulation [removed: S-K.][added: S-K).]

The following table describes any contracts, instructions or written plans for the sale or purchase of NiSource securities and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act that were adopted by our directors and executive officers during the year ended December 31, 2024:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | | | | Date of Adoption of Rule 10b-5-1 Trading Plan | | | | | | Scheduled Expiration Date of Rule 10b5-1 Trading Plan(1) | | | | | | Aggregate Number of Securities to Be Purchased or Sold | | |

| Shawn Anderson Executive Vice President, Chief Financial Officer | | | | | | 11/1/2024 | | | | | | 5/30/2025 | | | | | | Sale of up to 12,900 shares of common stock in multiple transactions | | |

| Michael Jesanis Director | | | | | | 11/11/2024 | | | | | | 5/16/2025 | | | | | | Sale of up to 10,092 shares of common stock in multiple transactions | | |

(1)A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.

Except for the information required by this item with respect to our executive officers included at the end of Part I of this report on Form [removed: 10-K,] [added: 10-K and] the information [added: with respect to our insider trading policy set forth below, the information] required by this Item 10 is incorporated herein by reference to the discussion in "Proposal 1 Election of Directors," "Corporate Governance - Board Committee Composition," "Corporate Governance - Code of Business Conduct," and "Delinquent Section 16(a) Reports" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

Insider Trading Policy

The Company has adopted an Insider Trading Policy, our "Securities Transaction Compliance Policy", governing the purchase, sale, and/or other dispositions of the Company’s securities by our directors and all employees, including officers as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934 and certain designated employees as well as their immediate family and members of their households, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us.

A copy of our policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by this Item 11 is incorporated herein by reference to the discussion in "Compensation and Human Capital Committee Interlocks and Insider Participation," [removed: "2023] [added: "2024] Director Compensation," [removed: "2023] [added: "2024] Executive Compensation," "Compensation Discussion and Analysis (CD&A)," "Assessment of Risk," [removed: "2023] [added: "2024] Pay Versus Performance," and "Compensation and Human Capital Committee Report" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

The information required by this Item 12 is incorporated herein by reference to the discussion in "Security Ownership of Certain Beneficial Owners and Management," and "Equity Compensation Plan Information" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

The information required by this Item 13 is incorporated herein by reference to the discussion in "Corporate Governance - Policies and Procedures with Respect to Transactions with Related Persons" and "Corporate Governance - Director Independence" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

The information required by this Item 14 is incorporated herein by reference to the discussion in "Independent Registered Public Accounting Firm Fees" of the Proxy Statement for the Annual Meeting of Stockholders to be held on May [removed: 13, 2024.][added: 12, 2025.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i8c6cb692e53843d9af229b70cbd16ac3_124)] [added: Firm](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] (PCAOB ID: 34) | | | [removed: [57](#i8c6cb692e53843d9af229b70cbd16ac3_124)] [added: [58](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] | | |

| [Statements of Consolidated [removed: Income](#i8c6cb692e53843d9af229b70cbd16ac3_127)] [added: Income](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] | | | [removed: [60](#i8c6cb692e53843d9af229b70cbd16ac3_127)] [added: [61](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] | | |