NiSource (NI) 10-K risk factor changes: FY2025 vs FY2024

[added: A disruption or failure of natural gas distribution systems, or within electric generation, transmission or distribution systems, in the event of a hurricane, tornado, wildfire, flood, 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 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.

In addition, [removed: the] supply chain constraints [removed: that we are experiencing] could impact our ability to timely restore services.

In addition, climate change is likely to cause lake and river level changes that affect the manner in which services are currently [removed: provided and droughts or other limits on water used to supply services, and other extreme weather conditions.]

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

We are subject to operational and financial risks and liabilities associated with the implementation and efforts to achieve our carbon emission reduction [removed: goals.][added: goal.]

These [removed: goals and] underlying assumptions involve risks and uncertainties and are not guarantees.

[removed: 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, the ability to complete and 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 current expectations, including impacts from energy efficiency and technological innovation and adoption of alternative energy sources; the ability to effectively manage [removed: business opportunities from] [added: emissions associated with electric generation to serve growth and] 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, [added: nuclear] thermal and energy storage, and of carbon abatement technologies such carbon capture solutions; [added: stakeholder support for these technologies;] regulatory [removed: approval;] [added: approval and the terms of such approvals;] impacts of potential future environmental regulations or legislation, including potential GHG pricing regimes such as a carbon tax or methane fee; [added: the] price, availability and regulation of carbon offsets; and [added: the] price of natural gas and alternative fuels such as hydrogen.

We had total consolidated indebtedness of [removed: $13,960.3] [added: $16,213.5] million outstanding as of December 31, [removed: 2024.][added: 2025.]

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

The credit rating agencies periodically review our ratings, taking into account factors such as our [added: actual or perceived business risk (including increasing data center operations as compared to traditional utility operations),] capital structure, earnings profile, liabilities, [added: business strategy,] and overall shifts in the economy or business environment.

Certain of our subsidiaries have agreements that contain “ratings triggers” that require increased collateral in the form of cash, a letter of credit or other forms of security for new and existing transactions if our credit ratings (including the standalone credit ratings of certain of our subsidiaries) [removed: are dropped] [added: drop] below investment grade.

As of December 31, [removed: 2024,] [added: 2025,] the collateral requirement that would be required in the event of a downgrade below the ratings trigger levels would amount to approximately [removed: $115.5] [added: $150.2] million.

If our or certain of our subsidiaries’ credit ratings were downgraded, especially below investment grade, financing costs and the principal amount of [removed: borrowings] [added: our indebtedness] would likely increase due to the additional risk of our debt and because certain counterparties may require additional credit support as described above.

Such [removed: amounts] [added: increase] may be material and could adversely affect our cash flows, results of operations and financial condition.

Losing investment grade credit ratings may also result in more restrictive covenants and reduced flexibility on repayment terms in debt issuances, lower [added: our] share price and [added: result in] greater stockholder dilution from common equity issuances, in addition to reputational damage within the investment community.

We have historically relied on [removed: long-term debt and on] the issuance of [added: long-term debt and] equity securities to fund a portion of our capital expenditures and repay outstanding debt, and on short-term borrowings to fund a portion of day-to-day business operations.

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

We may face [removed: limits,] [added: limits on our ability,] or [removed: the] inability, to access credit and capital markets or may experience significant increases in the cost of capital, which could limit our ability to 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.

Most of our revenues are subject to [removed: economic] regulation and are exposed to the impact of regulatory rate reviews and proceedings.

Most of our revenues are subject to [removed: economic] regulation at either the federal or state level.

These rate reviews determine the rates charged to customers and directly impact [added: our] revenues.

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 [added: regulators' view as to the] necessity of [added: our] expenditures, regulatory interpretations, customer intervention, economic conditions, the political environment and customer affordability.

Established rates are also subject to subsequent prudency reviews by [removed: state] regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including cost recovery mechanisms.

Adverse decisions in our proceedings [added: or changes to the related regulatory rules or processes] could adversely affect our financial position, results of operations and cash flows.

There is debate among [removed: state] regulators and other stakeholders over how to transition to a decarbonized economy and prudency arguments relative to investing in natural gas assets when the depreciable life of the assets may be shortened due to electrification.

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

Additionally, catastrophic events at other utilities could result in our regulators and legislators imposing additional requirements that may lead to additional costs or operational requirements for [removed: the] [added: our] companies.

In addition to the risk of disallowance of incurred costs, regulators may also impose downward adjustments in a company’s allowed [removed: ROE] [added: ROE,] as well as assess penalties and fines.

[removed: In addition, compliance with PHMSA regulations, including the expected final ruling around leak detection and repair] requirements could subject our gas utilities to higher operating costs and divert business resources from other activities in order to remain compliant.

In particular, sales to large industrial customers, such as those in the steel, oil refining, industrial gas and related industries, are impacted by economic downturns and recession; geographic or technological shifts in production or production methods; and [added: other changes in] consumer [removed: demand] [added: demand, including due to a preference] for environmentally friendly products and practices.

We monitor our credit risk exposure by obtaining credit reports and updated financial information for customers and suppliers, and by evaluating the financial status of our banking partners and other counterparties by reference to market-based metrics such as credit default swap pricing [removed: levels,] [added: levels] and to traditional credit ratings provided by the major credit rating agencies.

Accordingly, our ability to meet our debt obligations or pay dividends on our common stock and preferred [removed: stock] [added: stock, if any,] is largely dependent upon cash generated by these subsidiaries.

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

Further, the funding requirements of the obligations related to these [removed: benefits] [added: benefit] plans may increase due to changes in governmental regulations and participant demographics, including increased numbers of retirements or longer life expectancy assumptions, as well as voluntary early retirements.

Goodwill is also tested for impairment when factors, examples of which include reduced cash flow estimates, a sustained decline in stock price [removed: or market capitalization below book value, indicate that the carrying value may not be recoverable and results in a significant charge to earnings.]

In general, [removed: the carrying value] [added: an impairment] of goodwill would not be recoverable, in which case we may record a non-cash impairment charge, which could materially impact our results of operations and financial position.

As of December 31, [removed: 2024,] [added: 2025,] the ratio was [removed: 52.6%.][added: 51.0%.]

[added: 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.

We [removed: currently] have a pending application with the EPA to continue operation of a CCR impoundment that is tied to operation of R.M. Schahfer Generating Station Units 17 and [removed: 18 to the end of 2025, with the CCR impoundment closing by October 2028.][added: 18, which are operating under a 202(c) order.]

The actual future expenditures to achieve environmental compliance depends on many factors, including the nature and extent of impact, the method of [added: remediation or] improvement, the cost of raw materials, contractor costs, and requirements established by environmental authorities.

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 delayed deliveries and shortages or 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 or adoption of new or emerging business technologies, including artificial intelligence, Internet of Things (IoT) devices, and cloud-based platforms, increased reliance on third-party vendors, cloud service providers and software supply chains, along with maintaining legacy technology, heightens our exposure to risks outside of our control and 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.

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

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

Additionally, our information systems could experience 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.

Supplier non-compliance with cybersecurity controls can also result in a cybersecurity incident.

We are aware of vendor cybersecurity 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.

A cybersecurity breach of our information systems or operational technology, or a cybersecurity breach of the information systems of our customers, suppliers or others with whom we do business, could, among other things, (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 and/or results of operations.

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.

The legal and regulatory environment surrounding cybersecurity and privacy is increasingly demanding.

As cyber-attacks or security breaches are becoming more sophisticated, critical infrastructure assets, including pipelines and electric infrastructure, may be specifically targeted.

In November 2024, the TSA issued a Notice of Proposed Rulemaking (NPRM) that would mandate cyber risk management and reporting requirements for the pipeline industry.

Such directives or additional legal requirements may require expenditure of significant additional resources to respond to cyber-attacks or security breaches, to continue to modify or enhance protective measures, or to assess, investigate and remediate any critical infrastructure security vulnerabilities.

Increased costs and the operational impacts of compliance and changes in cybersecurity requirements, including any failure to comply with government regulations or any failure in our cybersecurity protective measures may result in enforcement actions, all of which may have a material adverse effect on our business, results of operations and financial condition.

In addition, there is no certainty that costs incurred related to securing against threats will be recovered through rates.

The impacts of natural disasters, acts of terrorism, acts of war, civil unrest, accidents, public health emergencies or other catastrophic events may disrupt operations and reduce the ability to service customers.

provided and droughts or other limits on water used to supply services, and other extreme weather conditions.

Furthermore, in certain locations, our generation assets are geographically concentrated.

Therefore, a localized weather or hazard impacting such a location could have a disproportionate cost and adverse effect on our ability to deliver certain products and services.

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; the ability to complete and implement generation alternatives to NIPSCO’s coal generation and retire NIPSCO’s coal facilities; the ability to implement our modernization plans

Any and all of the above could materially adversely affect our business, financial condition, results of operations, and liquidity.

For example, because

obligations under the defined benefit pension plans.

Compliance with

In proposed and final EPA actions denying continued operation of CCR impoundments at other utilities, EPA said that CCR impoundments should cease receipt of CCRs within 135 days of final EPA action unless certain conditions are demonstrated, such as potential reliability issues.

In the event that approval is not obtained, future operations could be impacted.

[removed: NIPSCO Operations][added: | Total NIPSCO Operations | | | 2,508.9 | | | | | | | | | | | | | | | | | | | | |]

Financial and operational data for the NIPSCO Operations segment, which services both gas and electric customers, for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] are presented below:

| Year Ended December 31, *(in millions)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Operating Revenues | | | $ | [removed: 2,752.0] [added: 3,308.5] | | | | | $ | [removed: 2,771.6] [added: 2,752.0] | | | | | $ | [removed: 2,887.1] [added: 2,771.6] | | | | | $ | [removed: (19.6)] [added: 556.5] | | | | | $ | [removed: (115.5)] [added: (19.6)] | |

| Cost of energy | | | [removed: 617.5] [added: 764.7] | | | | | | [removed: 888.3] [added: 617.5] | | | | | | [removed: 1,132.1] [added: 888.3] | | | | | | [removed: 270.8] [added: (147.2)] | | | | | | [removed: 243.8] [added: 270.8] | | |

| Operation and maintenance | | | [removed: 761.4] [added: 848.9] | | | | | | [removed: 787.7] [added: 761.4] | | | | | | [removed: 740.4] [added: 787.7] | | | | | | [removed: 26.3] [added: (87.5)] | | | | | | [removed: (47.3)] [added: 26.3] | | |

| Depreciation and amortization | | | [removed: 590.3] [added: 680.6] | | | | | | [removed: 493.8] [added: 590.3] | | | | | | [removed: 449.4] [added: 493.8] | | | | | | [removed: (96.5)] [added: (90.3)] | | | | | | [removed: (44.4)] [added: (96.5)] | | |

| Loss on impairment of assets | | | [removed: 0.4] [added: 0.7] | | | | | | [removed: —] [added: 0.4] | | | | | | — | | | | | | [removed: (0.4)] [added: (0.3)] | | | | | | [removed: —] [added: (0.4)] | | |

| Loss (gain) on sale of assets, net | | | [removed: (1.7)] [added: —] | | | | | | [removed: 2.2] [added: (1.7)] | | | | | | [removed: —] [added: 2.2] | | | | | | [removed: 3.9] [added: (1.7)] | | | | | | [removed: (2.2)] [added: 3.9] | | |

| Other taxes | | | [removed: 64.3] [added: 75.5] | | | | | | [removed: 57.9] [added: 64.3] | | | | | | [removed: 72.1] [added: 57.9] | | | | | | [removed: (6.4)] [added: (11.2)] | | | | | | [removed: 14.2] [added: (6.4)] | | |

| Total Operating Expenses | | | [removed: 2,032.2] [added: 2,370.4] | | | | | | [removed: 2,229.9] [added: 2,032.2] | | | | | | [removed: 2,394.0] [added: 2,229.9] | | | | | | [removed: 197.7] [added: (338.2)] | | | | | | [removed: 164.1] [added: 197.7] | | |

| Operating Income | | | $ | [removed: 719.8] [added: 938.1] | | | | | $ | [removed: 541.7] [added: 719.8] | | | | | $ | [removed: 493.1] [added: 541.7] | | | | | $ | [removed: 178.1] [added: 218.3] | | | | | $ | [removed: 48.6] [added: 178.1] | |

| Residential | | | $ | [removed: 649.9] [added: 771.4] | | | | | $ | [removed: 583.9] [added: 649.9] | | | | | $ | [removed: 592.4] [added: 583.9] | | | | | $ | [removed: 66.0] [added: 121.5] | | | | | $ | [removed: (8.5)] [added: 66.0] | |

| Commercial | | | [removed: 620.4] [added: 716.8] | | | | | | [removed: 578.1] [added: 620.4] | | | | | | [removed: 571.0] [added: 578.1] | | | | | | [removed: 42.3] [added: 96.4] | | | | | | [removed: 7.1] [added: 42.3] | | |

| Industrial | | | [removed: 500.0] [added: 581.3] | | | | | | [removed: 475.0] [added: 500.0] | | | | | | [removed: 561.4] [added: 475.0] | | | | | | [removed: 25.0] [added: 81.3] | | | | | | [removed: (86.4)] [added: 25.0] | | |

| Total | | | $ | [removed: 1,913.6] [added: 2,208.9] | | | | | $ | [removed: 1,785.0] [added: 1,913.6] | | | | | $ | [removed: 1,831.7] [added: 1,785.0] | | | | | $ | [removed: 128.6] [added: 295.3] | | | | | $ | [removed: (46.7)] [added: 128.6] | |

| Residential | | | [removed: 3,404.9] [added: 3,498.9] | | | | | | [removed: 3,262.9] [added: 3,404.9] | | | | | | [removed: 3,482.9] [added: 3,262.9] | | | | | | [removed: 142.0] [added: 94.0] | | | | | | [removed: (220.0)] [added: 142.0] | | |

| Commercial | | | [removed: 3,697.9] [added: 3,737.0] | | | | | | [removed: 3,614.2] [added: 3,697.9] | | | | | | [removed: 3,682.4] [added: 3,614.2] | | | | | | [removed: 83.7] [added: 39.1] | | | | | | [removed: (68.2)] [added: 83.7] | | |

| Industrial | | | [removed: 7,984.8] [added: 8,344.8] | | | | | | [removed: 7,820.3] [added: 7,984.8] | | | | | | [removed: 7,915.3] [added: 7,820.3] | | | | | | [removed: 164.5] [added: 360.0] | | | | | | [removed: (95.0)] [added: 164.5] | | |

| Total | | | [removed: 16,062.5] [added: 16,538.8] | | | | | | [removed: 15,332.7] [added: 16,062.5] | | | | | | [removed: 15,220.1] [added: 15,332.7] | | | | | | [removed: 729.8] [added: 476.3] | | | | | | [removed: 112.6] [added: 729.8] | | |

| Cooling Degree Days | | | [removed: 903] [added: 973] | | | | | | [removed: 710] [added: 903] | | | | | | [removed: 942] [added: 710] | | | | | | [removed: 193] [added: 70] | | | | | | [removed: (232)] [added: 193] | | |

| Normal Cooling Degree Days | | | [removed: 852] [added: 868] | | | | | | [removed: 831] [added: 852] | | | | | | 831 | | | | | | [removed: 21] [added: 16] | | | | | | [removed: —] [added: 21] | | |

| % [removed: Warmer (Colder)] [added: (Warmer) Colder] than Normal | | | [removed: 6] [added: 3] | | % | | | | [removed: (15)] [added: (17)] | | % | | | | [removed: 13] [added: (15)] | | % | | | | | | | | | | | | |

| % [removed: Warmer (Colder)] [added: (Warmer) Colder] than [removed: prior year] [added: Prior Year] | | | [removed: 27] [added: 21] | | % | | | | [removed: (25)] [added: (3)] | | % | | | | [removed: (8)] [added: (16)] | | % | | | | | | | | | | | | |

| Residential | | | [removed: 430,648] [added: 433,889] | | | | | | [removed: 427,217] [added: 430,648] | | | | | | [removed: 424,735] [added: 427,217] | | | | | | [removed: 3,431] [added: 3,241] | | | | | | [removed: 2,482] [added: 3,431] | | |

| Commercial | | | [removed: 59,214] [added: 59,831] | | | | | | [removed: 58,779] [added: 59,214] | | | | | | [removed: 58,374] [added: 58,779] | | | | | | [removed: 435] [added: 617] | | | | | | [removed: 405] [added: 435] | | |

| Industrial | | | [removed: 2,121] [added: 2,109] | | | | | | [removed: 2,126] [added: 2,121] | | | | | | [removed: 2,130] [added: 2,126] | | | | | | [removed: (5)] [added: (12)] | | | | | | [removed: (4)] [added: (5)] | | |

| Other | | | [removed: 2] [added: 5] | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: (1)] [added: —] | | | | | | [removed: —] [added: 1] | | |

| Total | | | [removed: 492,690] [added: 496,534] | | | | | | [removed: 488,833] [added: 492,690] | | | | | | [removed: 485,952] [added: 488,833] | | | | | | [removed: 3,857] [added: 3,844] | | | | | | [removed: 2,881] [added: 3,857] | | |

| Year Ended December 31, [removed: (in millions)] [added: *(in millions)*] | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Residential | | | $ | [removed: 540.9] [added: 712.3] | | | | | $ | [removed: 634.9] [added: 540.9] | | | | | $ | [removed: 691.5] [added: 634.9] | | | | | $ | [removed: (94.0)] [added: 171.4] | | | | | $ | [removed: (56.6)] [added: (94.0)] | |

| Commercial | | | [removed: 202.4] [added: 271.6] | | | | | | [removed: 249.1] [added: 202.4] | | | | | | [removed: 267.6] [added: 249.1] | | | | | | [removed: (46.7)] [added: 69.2] | | | | | | [removed: (18.5)] [added: (46.7)] | | |

| Industrial | | | [removed: 79.0] [added: 100.2] | | | | | | [removed: 86.9] [added: 79.0] | | | | | | [removed: 85.1] [added: 86.9] | | | | | | [removed: (7.9)] [added: 21.2] | | | | | | [removed: 1.8] [added: (7.9)] | | |

| Other | | | [removed: 16.1] [added: 15.5] | | | | | | [removed: 15.7] [added: 16.1] | | | | | | [removed: 11.2] [added: 15.7] | | | | | | [removed: 0.4] [added: (0.6)] | | | | | | [removed: 4.5] [added: 0.4] | | |

| Total | | | $ | [removed: 838.4] [added: 1,099.6] | | | | | $ | [removed: 986.6] [added: 838.4] | | | | | $ | [removed: 1,055.4] [added: 986.6] | | | | | $ | [removed: (148.2)] [added: 261.2] | | | | | $ | [removed: (68.8)] [added: (148.2)] | |

| Residential | | | [removed: 58.2] [added: 66.6] | | | | | | [removed: 60.3] [added: 58.2] | | | | | | [removed: 68.8] [added: 60.3] | | | | | | [removed: (2.1)] [added: 8.4] | | | | | | [removed: (8.5)] [added: (2.1)] | | |

| Commercial | | | [removed: 42.5] [added: 47.3] | | | | | | [removed: 43.9] [added: 42.5] | | | | | | [removed: 47.0] [added: 43.9] | | | | | | [removed: (1.4)] [added: 4.8] | | | | | | [removed: (3.1)] [added: (1.4)] | | |

| Industrial | | | [removed: 256.8] [added: 267.0] | | | | | | [removed: 261.8] [added: 256.8] | | | | | | [removed: 247.5] [added: 261.8] | | | | | | [removed: (5.0)] [added: 10.2] | | | | | | [removed: 14.3] [added: (5.0)] | | |

| Total | | | [removed: 357.5] [added: 380.9] | | | | | | [removed: 366.0] [added: 357.5] | | | | | | [removed: 363.3] [added: 366.0] | | | | | | [removed: (8.5)] [added: 23.4] | | | | | | [removed: 2.7] [added: (8.5)] | | |

| Heating Degree Days | | | [removed: 4,975] [added: 5,936] | | | | | | [removed: 5,198] [added: 4,975] | | | | | | [removed: 6,133] [added: 5,198] | | | | | | [removed: (223)] [added: 961] | | | | | | [removed: (935)] [added: (223)] | | |

2,400 MW by the end of 2032 and will construct up to 3,000 MW of dispatchable generation to provide such electric service.

The ADS Contract’s initial term ends 15 years after the initial energization of ADS’ initial data center.

Starting January 2027, ADS will regularly pay NIPSCO a fixed capacity charge and certain pass-through charges.

Amazon.com, Inc. a publicly traded, investment-grade parent company has guaranteed ADS’ payment obligations.

These charges are structured to provide us with a return of our invested capital over the fifteen-year initial term.

In addition, the ADS Contract contains provisions for adjustment of the charges designed to provide us with an unlevered internal rate of return on our invested capital over the initial term within a defined range, which we expect over the life of the ADS contract to result in an overall realized return greater than that of NIPSCO’s current electric operations, driven by execution and financing.

Our realized return may be impacted by factors such as construction costs, operating performance, financing costs and other variables.

NIPSCO will also propose to the IURC a mechanism to pass savings back to retail customers for use of the existing system which is expected to begin in 2027.

Refer to Part I, Item 1A, “Risk Factors” for a discussion of certain of these factors and other risks relating to the ADS Contract.

In order to meet demand under the ADS Contract, NIPSCO has entered into a PPA with GenCo, which is pending IURC approval and contains terms and provisions substantially similar to the ADS Contract, such that economic benefits (except savings that are expected to be passed to retail customers as described above) and obligations of the ADS Contract as they relate to the Generation Assets (as defined below) are expected to be borne by GenCo and NiSource, as GenCo’s ultimate parent company, rather than NIPSCO.

GenCo plans to construct 400 MW of new battery storage and a new power generation facility consisting of two 1,300 MW CCGTs, which are expected to reach commercial operation between 2028 and 2032 (such assets, collectively, the “Generation Assets”).

NIPSCO currently has a proceeding before the IURC to approve the generation facilities required to be built for ADS.

GenCo has entered into engineering, procurement and construction contracts (the “EPC Contracts”), and certain equipment supply contracts, including a contract to acquire turbines, with respect to the construction of the Generation Assets.

The aggregate cost of the Generation Assets, together with the cost to develop related transmission infrastructure (collectively, the “Contract Assets”), is currently estimated to be approximately $7 billion.

The EPC Contracts provide certain protections against cost overruns, and any excess costs with respect to the EPC Contracts beyond those protections, or arising apart from the EPC Contracts are, unless otherwise agreed by the parties, shared by ADS and NIPSCO (for transmission) and GenCo (for generation).

If the Contract Assets are delivered into service late or do not achieve certain performance-related milestones, ADS is entitled to liquidated damages, subject to a cap and offset against the regular charges paid by ADS.

Either party may terminate the ADS Contract upon certain defaults or failure to obtain necessary related approvals from the IURC and FERC.

ADS may terminate the ADS Contract for convenience following certain notice periods and also has a one-time option (exercisable no later than March 31, 2029) to halve the committed capacity under the ADS Contract to 1,200 MW commencing January 31, 2032.

If ADS terminates for convenience, exercises its reduction option or defaults, NIPSCO or its affiliates will be reimbursed for investment costs, subject to agreed caps based on cost estimates by year as of signing.

NIPSCO’s aggregate liability, including liquidated damages, is subject to a cap.

NIPSCO’s and GenCo’s operations under the ADS Contract will be regulated by the IURC in a different way from the regulatory mechanisms applicable to NIPSCO’s historical operations.

The terms of the ADS Contract were determined by commercial negotiation with ADS.

These terms include the charges we receive from ADS and provisions that may result in adjustments to such charges, including those relating to certain liquidated damages that we may owe ADS in the event of construction delays or capacity shortfalls, the parties’ responsibility to share cost overruns, certain changes in law and force majeure events.

The IURC will not determine the commercial terms of the ADS Contract; however, the IURC will maintain oversight under the ADS Contract to ensure NIPSCO provides reliable service to ADS at just and reasonable rates.

In order to recover our investment costs and earn our return under the ADS Contract, our subsidiaries must efficiently perform their own obligations and must look to ADS (or its parent guarantor) to perform its obligations, rather than the IURC making use of its traditional rate-making process.

In addition, under the ADS Contract, NIPSCO has direct contractual obligations to ADS to, among other things, construct the Contract Assets and deliver committed electric capacity in fixed amounts by certain dates.

The terms of any future data center contracts we enter into may differ from the terms of the ADS Contract.

For example, customer demand may not be served through designated assets and may contemplate that capacity will be procured via PPAs with third parties.

However, the terms of any future data center contracts (including the charges we receive from customers and any potential adjustments to such charges) will inform our ability to recover our investments and earn a return.

Similar to the ADS Contract, any additional data center contracts will be subject to IURC approval and oversight authority, but the IURC will not determine the commercial terms.

*Data Center Strategy*

We continue to experience strong demand from potential data center customers in our northern Indiana service territory and are engaged in negotiations with potential counterparties.

Through certain of our subsidiaries, we have entered into certain

construction and equipment supply contracts in relation to additional generation and transmission assets that may be used to serve potential future data center customers.

As we continue to evaluate our potential data center opportunities, we will continue to focus on the community, financial, operational and regulatory factors that must be managed effectively in order to succeed with our data center strategy.

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 continually evaluate ways to effectively manage the potential power demand, generation sources, and transmission capabilities to meet potential further load growth from additional data center customers, while at the same time focusing on our environmental goals.

In order to perform under any further data center contracts, we expect that we would need to develop additional generation and transmission assets, which may be significant, and obtain additional financing in connection with such development.

For these and other reasons, our ability to successfully execute our data center strategy is subject to a number of risks and uncertainties.

Refer to Part I, Item 1A, “Risk Factors” for a discussion of certain risks relating to our data center strategy.

| Wholesale | | | 38.3 | | | | | | 32.0 | | | | | | 13.5 | | | | | | 6.3 | | | | | | 18.5 | | |

| Other | | | 105.0 | | | | | | 116.0 | | | | | | 93.4 | | | | | | (11.0) | | | | | | 22.6 | | |

| Wholesale | | | 889.7 | | | | | | 556.4 | | | | | | 50.0 | | | | | | 333.3 | | | | | | 506.4 | | |

| Other | | | 85.2 | | | | | | 78.9 | | | | | | 89.5 | | | | | | 6.3 | | | | | | (10.6) | | |

| Wholesale | | | 705 | | | | | | 708 | | | | | | 710 | | | | | | (3) | | | | | | (2) | | |

NIPSCO Operations (continued)

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

| Lower materials and supplies | | | 8.9 | | |

| Other | | | 5.3 | | |

NIPSCO continues to execute on an electric generation transition consistent with the 2018 Plan and 2021 Plan and maintained in the 2024 Plan, which outlines the path to retire the remaining two coal units at R.M. Schahfer by the end of 2025 and the remaining coal-fired generation at Michigan City by the end of 2028, to be replaced by lower-cost, reliable and cleaner options.

NIPSCO continues to await EPA decision on an administrative approval associated with the operation of R.M. Schahfer’s remaining two coal units, which are expected to be retired by the end of 2025.

In the event that the approval is not obtained, future operations could be impacted.

We cannot estimate the financial impact on us if this approval is not obtained.

The current replacement plan primarily includes renewable sources of energy, including wind, solar, battery storage, and flexible natural gas resources to be obtained through a combination of NIPSCO ownership and PPAs.

NIPSCO has also executed several BTAs with developers to construct renewable generation facilities.

NIPSCO has executed commercial agreements for each of the six remaining identified projects.

Fairbanks, Gibson, Green River, Appleseed and Carpenter have received IURC approval.

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 January 2024, the IURC approved increases to the project costs as well as the full ownership of Cavalry and Dunns Bridge II.

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

In October 2024, the IURC approved the CPCN for NIPSCO's planned gas peaking facility to be located at the R.M. Schahfer Generating Station.

Discussion for additional information.

We expect our remaining contracted BTA and PPA projects to be placed in service between 2025 and 2027.

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

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

| Remaining Renewables Projects | | | Transaction Type | | | Technology | | | Nameplate Capacity (MW) | | | Storage Capacity (MW) | | | | | | | | | | | |

| Fairbanks | | | BTA | | | Solar | | | 250 | | | — | | | | | | | | | | | |

| Gibson | | | BTA | | | Solar | | | 200 | | | — | | | | | | | | | | | |

| Templeton | | | BTA(1) | | | Wind | | | 200 | | | — | | | | | | | | | | | |

| Green River | | | 20 year PPA | | | Solar | | | 200 | | | — | | | | | | | | | | | |

| Appleseed | | | 20 year PPA | | | Solar | | | 200 | | | — | | | | | | | | | | | |

| Carpenter | | | 20 year PPA | | | Wind | | | 200 | | | — | | | | | | | | | | | |

(1) Pending regulatory approval.

- On December 31, 2023, we consummated the NIPSCO Minority Interest Transaction in exchange for a capital contribution of $2.16 billion in cash.

- On January 3, 2024, we applied the proceeds from the NIPSCO Minority Interest Transaction and repaid in full our $1.0 billion term credit agreement and our $650.0 million term credit agreement.

- On February 22, 2024, we entered into an ATM equity program that provides an opportunity to issue and sell shares of our common stock up to an aggregate issuance of $900.0 million through December 31, 2025.

As of December 31, 2024, the ATM program had approximately $297.7 million of equity available for issuance.

- On March 15, 2024, we redeemed all 20,000 outstanding shares of Series B Preferred Stock for a redemption price of $25,000 per share and all 20,000 outstanding shares of Series B-1 Preferred Stock for a redemption price of $0.01 per share or $500.0 million in total.

- On June 24, 2024, we completed the issuance and sale of $600.0 million of 5.200% senior unsecured notes maturing in 2029, which resulted in approximately $593.7 million of net proceeds after discount and debt issuance costs.

- On September 9, 2024, we completed the issuance and sale of $500.0 million of 6.375% fixed-to-fixed reset rate junior subordinated notes maturing in 2055, which resulted in approximately $493.6 million of net proceeds after debt issuance costs.

[removed: ITEM] [added: NISOURCE INC.ITEM] 8.

NISOURCE [removed: INC.][added: INC.ITEM 8.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] [added: Firm](#i121e36c6afbe48cda0590abf112a6580_127)] | | | [removed: [58](#i1e897349ff3d495cb8e9afe3b20c23b1_127)] [added: [67](#i121e36c6afbe48cda0590abf112a6580_127)] | | |

| [Statements of Consolidated [removed: Income](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] [added: Income](#i121e36c6afbe48cda0590abf112a6580_130)] | | | [removed: [61](#i1e897349ff3d495cb8e9afe3b20c23b1_130)] [added: [70](#i121e36c6afbe48cda0590abf112a6580_130)] | | |

| [Statements of Consolidated Comprehensive [removed: Income](#i1e897349ff3d495cb8e9afe3b20c23b1_133)] [added: Income](#i121e36c6afbe48cda0590abf112a6580_133)] | | | [removed: [62](#i1e897349ff3d495cb8e9afe3b20c23b1_133)] [added: [71](#i121e36c6afbe48cda0590abf112a6580_133)] | | |

| [Consolidated Balance [removed: Sheets](#i1e897349ff3d495cb8e9afe3b20c23b1_136)] [added: Sheets](#i121e36c6afbe48cda0590abf112a6580_136)] | | | [removed: [63](#i1e897349ff3d495cb8e9afe3b20c23b1_136)] [added: [72](#i121e36c6afbe48cda0590abf112a6580_136)] | | |

| [Statements of Consolidated Cash [removed: Flows](#i1e897349ff3d495cb8e9afe3b20c23b1_139)] [added: Flows](#i121e36c6afbe48cda0590abf112a6580_139)] | | | [removed: [65](#i1e897349ff3d495cb8e9afe3b20c23b1_139)] [added: [74](#i121e36c6afbe48cda0590abf112a6580_139)] | | |

| [Statements of Consolidated Stockholders' [removed: Equity](#i1e897349ff3d495cb8e9afe3b20c23b1_142)] [added: Equity](#i121e36c6afbe48cda0590abf112a6580_142)] | | | [removed: [66](#i1e897349ff3d495cb8e9afe3b20c23b1_142)] [added: [75](#i121e36c6afbe48cda0590abf112a6580_142)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1e897349ff3d495cb8e9afe3b20c23b1_145)] [added: Statements](#i121e36c6afbe48cda0590abf112a6580_145)] | | | [removed: [68](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] [added: [77](#i121e36c6afbe48cda0590abf112a6580_148)] | | |

| 1[. Nature of Operations and Summary of Significant Accounting [removed: Policies](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] [added: Policies](#i121e36c6afbe48cda0590abf112a6580_148)] | | | [removed: [68](#i1e897349ff3d495cb8e9afe3b20c23b1_148)] [added: [77](#i121e36c6afbe48cda0590abf112a6580_148)] | | |

| 2[. Recent Accounting [removed: Pronouncements](#i1e897349ff3d495cb8e9afe3b20c23b1_151)] [added: Pronouncements](#i121e36c6afbe48cda0590abf112a6580_151)] | | | [removed: [71](#i1e897349ff3d495cb8e9afe3b20c23b1_151)] [added: [80](#i121e36c6afbe48cda0590abf112a6580_151)] | | |

| 3[. Revenue [removed: Recognition](#i1e897349ff3d495cb8e9afe3b20c23b1_157)] [added: Recognition](#i121e36c6afbe48cda0590abf112a6580_157)] | | | [removed: [72](#i1e897349ff3d495cb8e9afe3b20c23b1_157)] [added: [81](#i121e36c6afbe48cda0590abf112a6580_157)] | | |

| 4[. Noncontrolling [removed: Interests](#i1e897349ff3d495cb8e9afe3b20c23b1_160)] [added: Interests](#i121e36c6afbe48cda0590abf112a6580_160)] | | | [removed: [76](#i1e897349ff3d495cb8e9afe3b20c23b1_160)] [added: [85](#i121e36c6afbe48cda0590abf112a6580_160)] | | |

| 5[. Earnings Per [removed: Share](#i1e897349ff3d495cb8e9afe3b20c23b1_163)] [added: Share](#i121e36c6afbe48cda0590abf112a6580_163)] | | | [removed: [77](#i1e897349ff3d495cb8e9afe3b20c23b1_163)] [added: [87](#i121e36c6afbe48cda0590abf112a6580_163)] | | |

| 6[. [removed: Equity](#i1e897349ff3d495cb8e9afe3b20c23b1_166)] [added: Equity](#i121e36c6afbe48cda0590abf112a6580_166)] | | | [removed: [78](#i1e897349ff3d495cb8e9afe3b20c23b1_166)] [added: [88](#i121e36c6afbe48cda0590abf112a6580_166)] | | |

| 7[. Short-Term [removed: Borrowings](#i1e897349ff3d495cb8e9afe3b20c23b1_169)] [added: Borrowings](#i121e36c6afbe48cda0590abf112a6580_169)] | | | [removed: [80](#i1e897349ff3d495cb8e9afe3b20c23b1_169)] [added: [90](#i121e36c6afbe48cda0590abf112a6580_169)] | | |

| 8[. Long-Term [removed: Debt](#i1e897349ff3d495cb8e9afe3b20c23b1_172)] [added: Debt](#i121e36c6afbe48cda0590abf112a6580_172)] | | | [removed: [81](#i1e897349ff3d495cb8e9afe3b20c23b1_172)] [added: [92](#i121e36c6afbe48cda0590abf112a6580_172)] | | |

| 9[. Property, Plant and [removed: Equipment](#i1e897349ff3d495cb8e9afe3b20c23b1_175)] [added: Equipment](#i121e36c6afbe48cda0590abf112a6580_175)] | | | [removed: [83](#i1e897349ff3d495cb8e9afe3b20c23b1_175)] [added: [95](#i121e36c6afbe48cda0590abf112a6580_175)] | | |

| 10[. [removed: Goodwill](#i1e897349ff3d495cb8e9afe3b20c23b1_178)] [added: Goodwill](#i121e36c6afbe48cda0590abf112a6580_178)] | | | [removed: [84](#i1e897349ff3d495cb8e9afe3b20c23b1_178)] [added: [95](#i121e36c6afbe48cda0590abf112a6580_178)] | | |

| 11[. Asset Retirement [removed: Obligations](#i1e897349ff3d495cb8e9afe3b20c23b1_181)] [added: Obligations](#i121e36c6afbe48cda0590abf112a6580_181)] | | | [removed: [84](#i1e897349ff3d495cb8e9afe3b20c23b1_181)] [added: [96](#i121e36c6afbe48cda0590abf112a6580_181)] | | |

| 12[. Regulatory [removed: Matters](#i1e897349ff3d495cb8e9afe3b20c23b1_184)] [added: Matters](#i121e36c6afbe48cda0590abf112a6580_184)] | | | [removed: [85](#i1e897349ff3d495cb8e9afe3b20c23b1_184)] [added: [96](#i121e36c6afbe48cda0590abf112a6580_184)] | | |

| 13[. Risk Management [removed: Activities](#i1e897349ff3d495cb8e9afe3b20c23b1_187)] [added: Activities](#i121e36c6afbe48cda0590abf112a6580_187)] | | | [removed: [89](#i1e897349ff3d495cb8e9afe3b20c23b1_187)] [added: [101](#i121e36c6afbe48cda0590abf112a6580_187)] | | |

| 14[. Fair [removed: Value](#i1e897349ff3d495cb8e9afe3b20c23b1_190)] [added: Value](#i121e36c6afbe48cda0590abf112a6580_190)] | | | [removed: [90](#i1e897349ff3d495cb8e9afe3b20c23b1_190)] [added: [102](#i121e36c6afbe48cda0590abf112a6580_190)] | | |

| 15[. Income [removed: Taxes](#i1e897349ff3d495cb8e9afe3b20c23b1_196)] [added: Taxes](#i121e36c6afbe48cda0590abf112a6580_196)] | | | [removed: [93](#i1e897349ff3d495cb8e9afe3b20c23b1_196)] [added: [105](#i121e36c6afbe48cda0590abf112a6580_196)] | | |

| 16[. Pension and Other [removed: Postretirement Benefits](#i1e897349ff3d495cb8e9afe3b20c23b1_199)] [added: Post](#i121e36c6afbe48cda0590abf112a6580_199)[employment](#i121e36c6afbe48cda0590abf112a6580_199) [Benefits](#i121e36c6afbe48cda0590abf112a6580_199)] | | | [removed: [96](#i1e897349ff3d495cb8e9afe3b20c23b1_199)] [added: [109](#i121e36c6afbe48cda0590abf112a6580_199)] | | |

| 17[. Share-Based [removed: Compensation](#i1e897349ff3d495cb8e9afe3b20c23b1_205)] [added: Compensation](#i121e36c6afbe48cda0590abf112a6580_205)] | | | [removed: [107](#i1e897349ff3d495cb8e9afe3b20c23b1_205)] [added: [120](#i121e36c6afbe48cda0590abf112a6580_205)] | | |

| 19[. Other Commitments and [removed: Contingencies](#i1e897349ff3d495cb8e9afe3b20c23b1_214)] [added: Contingencies](#i121e36c6afbe48cda0590abf112a6580_214)] | | | [removed: [113](#i1e897349ff3d495cb8e9afe3b20c23b1_214)] [added: [125](#i121e36c6afbe48cda0590abf112a6580_214)] | | |

| 20[. Accumulated Other Comprehensive [removed: Loss](#i1e897349ff3d495cb8e9afe3b20c23b1_229)] [added: Loss](#i121e36c6afbe48cda0590abf112a6580_229)] | | | [removed: [116](#i1e897349ff3d495cb8e9afe3b20c23b1_229)] [added: [128](#i121e36c6afbe48cda0590abf112a6580_229)] | | |

| 21[. Business Segment [removed: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_232)] [added: Information](#i121e36c6afbe48cda0590abf112a6580_232)] | | | [removed: [117](#i1e897349ff3d495cb8e9afe3b20c23b1_232)] [added: [129](#i121e36c6afbe48cda0590abf112a6580_232)] | | |

| 22[. Other, [removed: Net](#i1e897349ff3d495cb8e9afe3b20c23b1_235)] [added: Net](#i121e36c6afbe48cda0590abf112a6580_235)] | | | [removed: [119](#i1e897349ff3d495cb8e9afe3b20c23b1_235)] [added: [131](#i121e36c6afbe48cda0590abf112a6580_235)] | | |

| 23[. Interest Expense, [removed: Net](#i1e897349ff3d495cb8e9afe3b20c23b1_238)] [added: Net](#i121e36c6afbe48cda0590abf112a6580_238)] | | | [removed: [120](#i1e897349ff3d495cb8e9afe3b20c23b1_238)] [added: [132](#i121e36c6afbe48cda0590abf112a6580_238)] | | |

| 24[. Supplemental Cash Flow [removed: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_244)] [added: Information](#i121e36c6afbe48cda0590abf112a6580_244)] | | | [removed: [120](#i1e897349ff3d495cb8e9afe3b20c23b1_244)] [added: [132](#i121e36c6afbe48cda0590abf112a6580_244)] | | |

We have audited the accompanying consolidated balance sheets of NiSource Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 12, 2025,] [added: 11, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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

Our audit procedures related to the application of specialized rules to account for the effects of cost-based rate regulation related to the uncertainty of future decisions by the rate regulators, specifically the Indiana Utility Regulatory Commission (IURC) and the Public [removed: Utility] [added: Utilities] Commission of Ohio (PUCO), included the following, among others:

| 18[. Leases](#i121e36c6afbe48cda0590abf112a6580_208) | | | [123](#i121e36c6afbe48cda0590abf112a6580_208) | | |

| [Schedule II](#i121e36c6afbe48cda0590abf112a6580_250) | | | [133](#i121e36c6afbe48cda0590abf112a6580_250) | | |

We inspected minutes of the board of directors, regulatory orders, the Department of Energy’s

NISOURCE INC.ITEM 8.

February 11, 2026

(2)Includes $305.4 million in 2025 of advanced deposits of project costs of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs.

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

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

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

| Net Income | | | $ | 1,012.6 | | | | | $ | 844.7 | | | | | $ | 674.4 | |

| Depreciation and amortization | | | 1,167.6 | | | | | | 1,043.2 | | | | | | 908.2 | | |

| Other adjustments | | | 24.8 | | | | | | (49.9) | | | | | | (15.0) | | |

| Other investing activities | | | (26.4) | | | | | | 3.4 | | | | | | (0.7) | | |

| Repayments of long-term debt | | | (1,260.0) | | | | | | — | | | | | | — | | |

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

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

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

February 12, 2025

| Preferred stock - $0.01 par value, 20,000,000 shares authorized; 0 and 40,000 shares outstanding, respectively | | | — | | | | | | 486.1 | | |

| Loss (gain) on sale of assets | | | 2.9 | | | | | | 2.9 | | | | | | (105.3) | | |

| Other adjustments | | | (52.8) | | | | | | (17.9) | | | | | | 5.7 | | |

| Insurance recoveries | | | 0.8 | | | | | | 3.0 | | | | | | 105.0 | | |

| Other investing activities | | | 2.6 | | | | | | (3.7) | | | | | | 1.3 | | |

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

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

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

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

In addition to [added: the] 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.

Our [removed: Compensation and Human Capital] [added: C&HC] Committee reviews reports from our Chief Human Resources Officer on employee engagement and corporate culture.

[removed: INFORMATION] [added: NISOURCE INC.INFORMATION] ABOUT OUR EXECUTIVE OFFICERS

| Lloyd M. Yates | | | | | | [removed: 64] [added: 65] | | | | | | President and Chief Executive Officer of NiSource since February 2022 and Director since March 2020 | | |

| Shawn Anderson | | | | | | [removed: 43] [added: 44] | | | | | | Executive Vice President and Chief Financial Officer of NiSource since March 2023 | | |

| | | | | | | | | | | | | Senior Vice [removed: President and Chief] [added: President,] Strategy and [added: Chief] Risk Officer from [removed: June 2020] [added: May 2022] to March 2023 | | |

| | | | | | | | | | | | | [added: Senior] Vice [removed: President, Strategy] [added: President] and Chief [added: Strategy and] Risk Officer from [removed: January 2019] [added: June 2020] to May [removed: 2020] [added: 2022] | | |

| Melody Birmingham | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice [removed: President,] [added: President] and [added: Group] President, [removed: NiSource] Utilities of NiSource since March [removed: 2023] [added: 2025] | | |

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

| William Jefferson, [removed: Jr] [added: Jr.] | | | | | | [removed: 63] [added: 64] | | | | | | Executive Vice President, Chief Operating and Safety Officer of NiSource since May 2024 | | |

| Michael S. Luhrs | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, [removed: Strategy and Risk] [added: Technology, Customer] and Chief Commercial Officer of NiSource since March [removed: 2023] [added: 2025] | | |

| Kimberly S. Cuccia | | | | | | [removed: 41] [added: 42] | | | | | | [removed: Senior] [added: Executive] Vice President, General Counsel and Corporate Secretary of NiSource since [removed: April 2022] [added: March 2025] | | |

| Melanie B. Berman | | | | | | [removed: 54] [added: 55] | | | | | | [added: Executive Vice President, Administration and] Chief Human Resources Officer [removed: and Senior Vice President, Administration] of NiSource since [removed: May 2024] [added: March 2025] | | |

| [removed: Gunnar J. Gode] | | | | | | [removed: 50] | | | | | | Vice President, Chief Accounting Officer and Controller of NiSource [removed: since] [added: from] July 2020 [added: to July 2025] | | |

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

Additionally, operational, financial or regulatory conditions [added: or other factors] may result in our inability to [removed: manage the development] [added: effectively develop] and [removed: implementation connected] [added: implement our strategy with respect] to the complex business [removed: opportunity] [added: opportunities] associated with growing interest in data centers from existing and potential customers.

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

[removed: Our customer and regulatory] [added: These] initiatives [added: have increased the volume and pace of change within our organization and] may not [added: be effective or] achieve planned results.

We [removed: are currently experiencing, and expect to continue to experience,] [added: may experience] supply chain challenges, including labor availability issues, impacting our ability to obtain materials for our gas and electric projects, as well as our ability to ensure timely completion.

[removed: Data] [added: - 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 [removed: managed.][added: managed.]

Our gas distribution and [removed: transmission,] [added: transmission activities and our] electric generation, transmission and distribution [removed: activities,] [added: 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 [removed: spills,] [added: contamination,] mechanical 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, [added: environmental pollution, impairment of our operations, adverse regulatory rulings and reputational harm, which in turn could lead to substantial business and financial losses.]

We have and may enter into JV arrangements involving third-party investors, including the NIPSCO Minority Interest [added: Transaction and the GenCo Minority Interest] Transaction.

[removed: Any such third-party investors may have interests and objectives which may differ from ours, we may be unable to cause these third] parties to take action that we believe would be in the JV’s best interest, and, accordingly, disputes may arise that may result in operational impasses or litigation, including business delays.

[removed: Failure] [added: - Failure] to adapt to advances in technology, including alternative energy sources, and changes in laws or regulations to support such advances in technology or alternative energy sources, and our [removed: ability] [added: inability] to manage such related costs could make us less [removed: competitive.][added: competitive.]

We continue to transition our generation portfolio in order to implement new and diverse technologies including renewable energy, distributed generation, [removed: energy storage,] and [removed: implement] energy [removed: efficiency programs for customers.][added: storage.]

Advances in technology and potential competition supported by changes in laws or regulations could reduce the cost of electric generation and provide retail alternatives causing power sales to decline and the value of our generating, transmission and distribution facilities to [removed: decline.][added: decline, including our ability to recover our prior investments in such facilities.]

Alternative energy sources, new technologies or alternatives to natural gas space heating, including cold climate heat pumps and/or efficiency of other products, and potential competition supported by changes in laws or [removed: regulations] [added: regulations, including potential natural gas bans or restrictions, such as the Department of Energy's furnace rule banning non-condensing gas furnaces,] could reduce demand and increase customer attrition, which could impact our ability to recover on our investments in our gas distribution assets.

Our future success will depend, in part, on our ability to anticipate and successfully adapt to technological changes, to offer services that meet customer [removed: demands] [added: demand] and [added: expectations and] evolving industry standards, including environmental impacts associated with our products and services, and to recover all, or a significant portion of, remaining investments in retired assets.

Furthermore, if these changes do not provide the anticipated benefits or meet customer [removed: demands,] [added: demand and expectations,] such failure could materially adversely affect our business model as well as impact [added: our] results of operations and financial condition.

The failure of these or other similarly important technologies, or our inability to have these technologies supported, updated, expanded, recovered (including timely recovered), or integrated into other technologies, could hinder our business operations and adversely impact [removed: its] [added: our] financial condition and results of operations.

Although [removed: the Company has,] [added: we have,] when possible, developed alternative sources of technology and built redundancy [added: and security] into [removed: its] [added: our] computer [removed: networks and tools,] [added: operations,] there can be no assurance that these efforts [removed: would] [added: will] protect against all potential issues related to the loss [added: or failure] of any such technologies.

We [removed: have] [added: face] risks associated with aging electric and gas infrastructure.

Missing or incorrect infrastructure data may lead to [removed: (1)] [added: (i)] difficulty properly locating facilities, which can result in excavator damage and operational or emergency response issues, [removed: (2)] [added: (ii)] configuration and control risks associated with the modification of system operating pressures in connection with turning off or turning on service to customers, which can result in unintended outages or operating pressures and [removed: (3)] [added: (iii)] other potential risks related to missing or incorrect infrastructure data.

While we have implemented contractual protections with suppliers and stockpile [removed: some] [added: certain] materials in [removed: inventory for such supply risks, we] [added: inventory, these efforts] may not be effective in ensuring that we can obtain adequate emergency supply on a timely basis in each state, that no compromises are being made on quality and that we have alternate suppliers available.

The failure to operate our assets as desired could result in interruption of [removed: electric] service, major component failure at generating facilities and electric substations, gas leaks and other incidents, and an inability to meet firm service and compliance obligations, which could adversely impact revenues, and could also result in increased capital expenditures and maintenance costs, which, if not fully recovered from customers, could negatively impact our financial results.

For example, some insurers have discontinued underwriting certain carbon-intensive energy-related businesses such as those in the coal industry or excluded coverage for specific perils such as [removed: wildfires] [added: wildfires, environmental exposures] or punitive damage risks.

Business

NiSource Inc. is an energy holding company under the Public Utility Holding Company Act of 2005 whose primary subsidiaries are fully regulated natural gas and electric utility companies, serving approximately 3.8 million customers in six states.

NiSource is the successor to an Indiana corporation organized in 1987 under the name of NIPSCO Industries, Inc., which changed its name to NiSource Inc. on April 14, 1999.

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 NIPSCO Holdings I (a holding company that owns a controlling interest in NIPSCO, a gas and electric utility).

NiSource derives substantially all of its revenues and earnings from the operating results of these rate-regulated businesses.

In addition, NiSource will develop the generation resources it plans to use in serving data center customers through its subsidiary Generation Holdings I (a holding company that holds a controlling interest in GenCo).

Business Strategy

Our business strategy focuses on providing safe and reliable service through our core, rate-regulated, asset-based utilities, with the goal of adding value to all of our stakeholders.

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

In 2025, we entered into the ADS Contract, a customized agreement under which NIPSCO will provide electric service to ADS by procuring power from GenCo, which will develop related generation assets, and we expect our data center operations to continue to grow.

Our goal is to develop strategies that (i) support long-term infrastructure investment and safety programs to better serve our customers, (ii) align our tariff structures with our cost structure, and (iii) drive value and enable growth in an evolving energy ecosystem.

These strategies focus on improving safety and reliability, enhancing customer experience, pursuing regulatory and legislative initiatives to increase accessibility for customers currently not on our gas and electric service, ensuring customer affordability and reducing emissions while generating sustainable returns.

We remain committed to the advancement of our SMS for the safety of our customers, communities and employees.

Our SMS is the established operating model within NiSource.

NiSource continues to maintain its certification to the American Petroleum Institute Recommended Practice 1173, which serves as the guiding practice for our SMS.

In 2025, NiSource successfully maintained its ISO 55001 Asset Management certifications through LRQA, a global leader in engineering and technology services.

These certifications reaffirm our unwavering commitment to safety for our employees and partners, customers, and systems and highlight our continued dedication to operational excellence and the integrity of our SMS.

NiSource has two reportable segments: Columbia Operations and NIPSCO Operations.

The remainder of our operations, which are not significant enough on a stand-alone basis to warrant treatment as an operating segment, consist of our centralized corporate activities and are primarily comprised of interest expense on holding company debt and unallocated corporate costs and activities, as well as new business development costs associated with GenCo.

The following is a summary of the business for each reporting segment.

Refer to Part II.

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 21, "Business Segment Information," in the Notes to Consolidated Financial Statements for additional information related to each segment.

Columbia Operations

Columbia Operations provides natural gas to approximately 2.4 million residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, and Maryland.

We operate approximately 37,300 miles of distribution main pipeline plus the associated individual customer service lines and 310 miles of transmission main pipeline located in our service areas described above.

Throughout our service areas we also have gate stations and other operations support facilities.

See below for information on our owned storage facilities.

There were no significant disruptions to our system or facilities during 2025.

NISOURCE INC.ITEM 1.

BUSINESS

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

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

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

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

| Eagle Cove Propane | | | | | | Petersburg, VA | | | Propane Gas | | | 863 | | | | | |

| South Wales Propane | | | | | | Jeffersonton, VA | | | Propane Gas | | | 863 | | | | | |

| Portsmouth Propane-Air | | | | | | Portsmouth, VA | | | Propane-Air Gas | | | 17,300 | | | | | |

| Total Capacity | | | | | | | | | | | | 19,026 | | | | | |

Competition. Due to open access and the deregulation of natural gas supplies, our LDC customers can purchase gas directly from producers and marketers in an open, competitive market.

Certain of our subsidiaries are involved in programs that provide our residential and commercial customers the opportunity to purchase their natural gas requirements from third parties and use our subsidiaries for transportation services.

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

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.

These separations break down into involuntary separations (2%), resignations (3%), and retirements (2%).

| | | | | | | | | | | | | Executive Vice President, Customer and Delivery Operations, and President, Carolinas Region, of Duke Energy Corporation from 2014 to 2019 | | |

| | | | | | | | | | | | | Vice President and General Counsel of Columbia Gas of Massachusetts and of NiSource Corporate Services Company, from 2019 to 2020 | | |

| | | | | | | | | | | | | Vice President and Controller of Washington Gas from March 2019 to 2020 | | |

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.

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.

Delays to the

Additionally, we may construct or purchase some of these projects and programs to capture anticipated future growth, which may not materialize, and may cause the construction to occur over an extended period of time.

Construction risks include, but are not limited to, changes in the availability or costs of materials, equipment, commodities or labor (including changes to tariffs on materials), delays caused by construction incidents or injuries, work stoppages, poor initial cost estimates, unforeseen engineering issues, and general contractors and subcontractors not performing as required under their contracts.

The organizational changes

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.

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.

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

Additionally, international conflicts, as well as increased surveillance activity from global threat actors, 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.

Supplier non-compliance with cybersecurity controls can also result in a cybersecurity incident.

We are aware of vendor cybersecurity 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.

A cybersecurity breach of our information systems or operational technology, or a cybersecurity breach of the information systems of our customers, suppliers or others with whom we do business, could, among other things, (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 and/or results of operations.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

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: $13,022,151,904] [added: $18,966,136,571] based upon the June 30, [removed: 2024,] [added: 2025,] closing price of [removed: $28.81] [added: $40.34] on the New York Stock Exchange.

There were [removed: 469,939,639] [added: 478,533,171] shares of Common Stock outstanding as of February [removed: 5, 2025.][added: 4, 2026.]

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: 12, 2025.][added: 11, 2026.]

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

| Item 1. | | | [removed: [Business](#i1e897349ff3d495cb8e9afe3b20c23b1_16)] [added: [Business](#i121e36c6afbe48cda0590abf112a6580_16)] | | | [removed: [7](#i1e897349ff3d495cb8e9afe3b20c23b1_16)] [added: [8](#i121e36c6afbe48cda0590abf112a6580_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1e897349ff3d495cb8e9afe3b20c23b1_31)] [added: Factors](#i121e36c6afbe48cda0590abf112a6580_31)] | | | [removed: [17](#i1e897349ff3d495cb8e9afe3b20c23b1_31)] [added: [18](#i121e36c6afbe48cda0590abf112a6580_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1e897349ff3d495cb8e9afe3b20c23b1_43)] [added: Comments](#i121e36c6afbe48cda0590abf112a6580_43)] | | | [removed: [31](#i1e897349ff3d495cb8e9afe3b20c23b1_43)] [added: [39](#i121e36c6afbe48cda0590abf112a6580_43)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i1e897349ff3d495cb8e9afe3b20c23b1_46)] [added: [Cybersecurity](#i121e36c6afbe48cda0590abf112a6580_46)] | | | [removed: [31](#i1e897349ff3d495cb8e9afe3b20c23b1_46)] [added: [39](#i121e36c6afbe48cda0590abf112a6580_46)] | | |

| Item 2. | | | [removed: [Properties](#i1e897349ff3d495cb8e9afe3b20c23b1_49)] [added: [Properties](#i121e36c6afbe48cda0590abf112a6580_49)] | | | [removed: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_49)] [added: [40](#i121e36c6afbe48cda0590abf112a6580_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] [added: Proceedings](#i121e36c6afbe48cda0590abf112a6580_52)] | | | [removed: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] [added: [40](#i121e36c6afbe48cda0590abf112a6580_52)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] [added: Disclosures](#i121e36c6afbe48cda0590abf112a6580_52)] | | | [removed: [32](#i1e897349ff3d495cb8e9afe3b20c23b1_52)] [added: [40](#i121e36c6afbe48cda0590abf112a6580_52)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1e897349ff3d495cb8e9afe3b20c23b1_55)] [added: Securities](#i121e36c6afbe48cda0590abf112a6580_55)] | | | [removed: [33](#i1e897349ff3d495cb8e9afe3b20c23b1_55)] [added: [41](#i121e36c6afbe48cda0590abf112a6580_55)] | | |

| Item 6. | | | [removed: [Reserved](#i1e897349ff3d495cb8e9afe3b20c23b1_58)] [added: [Reserved](#i121e36c6afbe48cda0590abf112a6580_58)] | | | [removed: [34](#i1e897349ff3d495cb8e9afe3b20c23b1_58)] [added: [41](#i121e36c6afbe48cda0590abf112a6580_58)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_61)] [added: Operations](#i121e36c6afbe48cda0590abf112a6580_61)] | | | [removed: [35](#i1e897349ff3d495cb8e9afe3b20c23b1_61)] [added: [42](#i121e36c6afbe48cda0590abf112a6580_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1e897349ff3d495cb8e9afe3b20c23b1_121)] [added: Risk](#i121e36c6afbe48cda0590abf112a6580_121)] | | | [removed: [56](#i1e897349ff3d495cb8e9afe3b20c23b1_121)] [added: [65](#i121e36c6afbe48cda0590abf112a6580_121)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1e897349ff3d495cb8e9afe3b20c23b1_124)] [added: Data](#i121e36c6afbe48cda0590abf112a6580_124)] | | | [removed: [57](#i1e897349ff3d495cb8e9afe3b20c23b1_124)] [added: [66](#i121e36c6afbe48cda0590abf112a6580_124)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i1e897349ff3d495cb8e9afe3b20c23b1_253)] [added: Disclosure](#i121e36c6afbe48cda0590abf112a6580_253)] | | | [removed: [122](#i1e897349ff3d495cb8e9afe3b20c23b1_253)] [added: [134](#i121e36c6afbe48cda0590abf112a6580_253)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1e897349ff3d495cb8e9afe3b20c23b1_256)] [added: Procedures](#i121e36c6afbe48cda0590abf112a6580_256)] | | | [removed: [122](#i1e897349ff3d495cb8e9afe3b20c23b1_256)] [added: [134](#i121e36c6afbe48cda0590abf112a6580_256)] | | |

| Item 9B. | | | [Other [removed: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_262)] [added: Information](#i121e36c6afbe48cda0590abf112a6580_262)] | | | [removed: [124](#i1e897349ff3d495cb8e9afe3b20c23b1_262)] [added: [136](#i121e36c6afbe48cda0590abf112a6580_262)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1e897349ff3d495cb8e9afe3b20c23b1_265)] [added: Inspections](#i121e36c6afbe48cda0590abf112a6580_271)] | | | [removed: [124](#i1e897349ff3d495cb8e9afe3b20c23b1_265)] [added: [136](#i121e36c6afbe48cda0590abf112a6580_271)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1e897349ff3d495cb8e9afe3b20c23b1_268)] [added: Governance](#i121e36c6afbe48cda0590abf112a6580_274)] | | | [removed: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_268)] [added: [137](#i121e36c6afbe48cda0590abf112a6580_274)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1e897349ff3d495cb8e9afe3b20c23b1_271)] [added: Compensation](#i121e36c6afbe48cda0590abf112a6580_277)] | | | [removed: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_271)] [added: [137](#i121e36c6afbe48cda0590abf112a6580_277)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1e897349ff3d495cb8e9afe3b20c23b1_274)] [added: Matters](#i121e36c6afbe48cda0590abf112a6580_280)] | | | [removed: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_274)] [added: [137](#i121e36c6afbe48cda0590abf112a6580_280)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1e897349ff3d495cb8e9afe3b20c23b1_277)] [added: Independence](#i121e36c6afbe48cda0590abf112a6580_283)] | | | [removed: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_277)] [added: [137](#i121e36c6afbe48cda0590abf112a6580_283)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i1e897349ff3d495cb8e9afe3b20c23b1_280)] [added: Services](#i121e36c6afbe48cda0590abf112a6580_286)] | | | [removed: [125](#i1e897349ff3d495cb8e9afe3b20c23b1_280)] [added: [137](#i121e36c6afbe48cda0590abf112a6580_286)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i1e897349ff3d495cb8e9afe3b20c23b1_283)] [added: Schedules](#i121e36c6afbe48cda0590abf112a6580_289)] | | | [removed: [126](#i1e897349ff3d495cb8e9afe3b20c23b1_283)] [added: [138](#i121e36c6afbe48cda0590abf112a6580_289)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i1e897349ff3d495cb8e9afe3b20c23b1_289)] [added: Summary](#i121e36c6afbe48cda0590abf112a6580_295)] | | | [removed: [133](#i1e897349ff3d495cb8e9afe3b20c23b1_289)] [added: [143](#i121e36c6afbe48cda0590abf112a6580_295)] | | |

| DEFINED TERMS | | | | | | [removed: | | |]

| The following is a list of frequently used abbreviations or acronyms that are found in this report: | | | | | | [removed: | | |]

| NiSource Subsidiaries and Affiliates (not exhaustive) | | | | | | [removed: | | |]

| Columbia of Kentucky | | | [removed: | | |] Columbia Gas of Kentucky, Inc. | | |

| Columbia of Maryland | | | [removed: | | |] Columbia Gas of Maryland, Inc. | | |

| Columbia of Ohio | | | [removed: | | |] Columbia Gas of Ohio, Inc. | | |

| Columbia of Pennsylvania | | | [removed: | | |] Columbia Gas of Pennsylvania, Inc. | | |

| Columbia of Virginia | | | [removed: | | |] Columbia Gas of Virginia, Inc. | | |

| NIPSCO | | | [removed: | | |] Northern Indiana Public Service Company LLC | | |

| NIPSCO Holdings I | | | [removed: | | |] NIPSCO Holdings I LLC | | |

| NIPSCO Holdings II | | | [removed: | | |] NIPSCO Holdings II LLC | | |

| [removed: NIPSCO Generation | | |] [added: GenCo] | | | NIPSCO Generation LLC | | |

(614) 460-6000

| [Defined Terms](#i121e36c6afbe48cda0590abf112a6580_10) | | | | | | [3](#i121e36c6afbe48cda0590abf112a6580_10) | | |

| [Part I](#i121e36c6afbe48cda0590abf112a6580_13) | | | | | | | | |

| [Part II](#i121e36c6afbe48cda0590abf112a6580_55) | | | | | | | | |

| [Part III](#i121e36c6afbe48cda0590abf112a6580_274) | | | | | | | | |

| [Part IV](#i121e36c6afbe48cda0590abf112a6580_289) | | | | | | | | |

| [Signatures](#i121e36c6afbe48cda0590abf112a6580_298) | | | | | | [144](#i121e36c6afbe48cda0590abf112a6580_298) | | |

| | | | | | |

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

| | | | | | |

| | | | | | |

| | | | | | |

| Generation Holdings I | | | Generation Holdings I LLC | | |

| Generation Holdings II | | | Generation Holdings II LLC | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| ADS | | | Amazon Data Services, Inc. | | |

| ADS Contract | | | NIPSCO agreement to provide electricity to ADS’ data centers | | |

| Amended LLC Agreement | | | Third Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II | | |

| BIP Orion Holdco L.P. | | | BIP Orion Holdco L.P., a Delaware limited liability company and also an affiliate of Blackstone | | |

| BIP Orion Holdco II L.P. | | | BIP Orion Holdco II L.P., a Delaware limited liability company and also an affiliate of Blackstone | | |

| Blackstone Investor | | | BIP Orion Holdco L.P. and BIP Orion Holdco II L.P. affiliates of Blackstone (GenCo Minority Interest Transaction) and Blackstone Infrastructure Partners, affiliates of Blackstone (NIPSCO Minority Interest Transaction) | | |

| | | | | | |

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

| Contract Assets | | | Generation assets and related transmission infrastructure to be developed in connection with the ADS Contract | | |

| | | | | | |

| | | | | | |

| | | | | | |

| EPC | | | Engineering, procurement, and construction | | |

| EPC Contracts | | | Engineering, procurement, and construction contracts | | |

| ERP | | | Enterprise Resource Planning | | |

| GenCo Minority Interest Transaction | | | A transaction between NiSource, Generation Holdings II (sole owner of GenCo) and Blackstone Investor pursuant to a purchase and sale agreement entered into in October 2025, that offered equity interests in Generation Holdings II in exchange for capital contributions by the parties. | | |

| Generation Holdings II LLC Agreement | | | Amended and Restated Limited Liability Company Agreement of Generation Holdings II | | |

| Generation Assets | | | Power generations facilities and battery storage to be developed in connection with the ADS Contract | | |

| | | | | | |

| | | | | | |

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

| DEFINED TERMS | | | | | |

(877) 647-5990

| | | | | | | | | |

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

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

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

| [Part III](#i1e897349ff3d495cb8e9afe3b20c23b1_268) | | | | | | | | |

| [Part IV](#i1e897349ff3d495cb8e9afe3b20c23b1_283) | | | | | | | | |

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

| IIJA | | | | | | Infrastructure Investment and Jobs Act | | |

| OT | | | | | | Operational Technology | | |

| PSC | | | | | | Public Service Commission | | |

ITEM 1.

BUSINESS

NISOURCE INC.

Business

NiSource Inc. is an energy holding company under the Public Utility Holding Company Act of 2005 whose primary subsidiaries are fully regulated natural gas and electric utility companies, serving approximately 3.8 million customers in six states.

NiSource is the successor to an Indiana corporation organized in 1987 under the name of NIPSCO Industries, Inc., which changed its name to NiSource Inc. on April 14, 1999.

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 NIPSCO Holdings I (a holding company that owns a controlling interest in NIPSCO, a gas and electric utility).

NiSource derives substantially all of its revenues and earnings from the operating results of these rate-regulated businesses.

Business Strategy

Our business strategy focuses on providing safe and reliable service through our core, rate-regulated, asset-based utilities, with the goal of adding value to all of our stakeholders.

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

Our goal is to develop strategies that (i) support long-term infrastructure investment and safety programs to better serve our customers, (ii) align our tariff structures with our cost structure, and (iii) drive value and enable growth in an evolving energy ecosystem.

These strategies focus on improving safety and reliability, enhancing customer experience, pursuing regulatory and legislative initiatives to increase accessibility for customers currently not on our gas and electric service, ensuring customer affordability and reducing emissions while generating sustainable returns.

We remain committed to the advancement of our SMS for the safety of our customers, communities and employees.

Our SMS is the established operating model within NiSource.

NiSource continues to maintain its certification to the American Petroleum Institute Recommended Practice 1173, which serves as the guiding practice for our SMS.

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.

These certifications are important milestones for our SMS and NiSource’s ongoing journey towards operational excellence.

NiSource has two reportable segments: Columbia Operations and NIPSCO Operations.

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

The following is a summary of the business for each reporting segment.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 21, "Business Segment Information," in the Notes to Consolidated Financial Statements for additional information related to each segment.

Columbia Operations

Columbia Operations provides natural gas to approximately 2.4 million residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, and Maryland.

We operate approximately 37,200 miles of distribution main pipeline plus the associated individual customer service lines and 330 miles of transmission main pipeline located in our service areas described above.

Throughout our service areas we also have gate stations and other operations support facilities.

See below for information on our owned operating facilities.

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

NISOURCE INC.

[removed: NiSource has] [added: We have] implemented and [removed: maintains] [added: maintain] a comprehensive cybersecurity program that includes a variety of security controls and measures designed to identify, assess, and manage material cybersecurity risks.

The program is a part of [removed: NiSource’s] [added: our] enterprise risk management strategy.

The enterprise risk team and the Risk Management Committee review material risks to any NiSource operating company based on perspectives from external experts, peer surveys, and the potential impact to [removed: NiSource’s] [added: our] enterprise assets and strategic objectives.

[removed: The NiSource] [added: Our] cybersecurity program includes the following key components:

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

The risk assessment process considers a variety of factors, including those specific to the utility/energy industry, the types of data [removed: NiSource collects] [added: we collect] and [removed: stores,] [added: store,] and the threats posed by known vulnerabilities.

[removed: NiSource engages] [added: We engage] third parties to perform independent assessments of [removed: its] [added: our] cybersecurity program, provide intelligence about the threat environment, and to provide operational assistance in managing the program.

Annually, a third-party independent assessment is performed to evaluate [removed: NiSource] [added: our] cybersecurity maturity against a framework of cybersecurity controls.

[removed: NiSource] [added: We] also [removed: performs] [added: perform] bi-annual penetration testing and social engineering assessments performed by a third-party.

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

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

[removed: NiSource’s] [added: Our] Supplier Code of Business Conduct requires, among other things, that suppliers ensure safe and secure use of information assets, comply with applicable law relating to personal information, and adhering to standards relative to the use and protection of [removed: Company] [added: our] information, including that of our employees, customers, vendors and other stakeholders.

In addition, all vendors and contractors that have access and/or connectivity to [removed: the NiSource] [added: our] environment must complete cybersecurity training annually.

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

To ensure cybersecurity controls, [removed: NiSource OT] [added: our operational technology] within the electric business adheres to the NERC CIP.

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

The [removed: NiSource Board of Directors'] Audit Committee [added: of our Board] has responsibility for oversight of the cybersecurity program and risks from cybersecurity threats.

The Audit Committee regularly reviews [removed: NiSource’s] [added: our] cybersecurity posture.

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

[added: 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.

As of the date of filing this Annual Report on Form 10-K, [removed: NiSource is] [added: we are] not aware of any material cybersecurity incidents during the past year.

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

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

The CISO is supported by the NiSource

ITEM 2.

PROPERTIES

Discussed below are the principal properties held by us and our subsidiaries as of December 31, [removed: 2024.][added: 2025.]

Our principal properties and our subsidiaries' principal properties are [removed: owned] free from encumbrances, subject to minor exceptions, none of which are of such a nature as to impair substantially the usefulness of such properties.

Many of our subsidiary offices in [added: the] various communities [removed: served] [added: we serve] are occupied under leases.

[Table of Contents](#i121e36c6afbe48cda0590abf112a6580_7)NISOURCE INC.

There is no preferred stock outstanding as of December 31, [removed: 2024.][added: 2025.]

At its January [removed: 23, 2025] [added: 22, 2026] meeting, the Board declared a quarterly common dividend of [removed: $0.280] [added: $0.300] per share, payable on February 20, [removed: 2025] [added: 2026] to holders of record on February 3, [removed: 2025.][added: 2026.]

As of February [removed: 5, 2025] [added: 4, 2026] NiSource had [removed: 14,161] [added: 14,211] common stockholders of record and [removed: 469,939,639] [added: 478,533,171] shares outstanding.

The graph below compares the cumulative total shareholder return of NiSource’s common stock for the period commencing December 31, [removed: 2019] [added: 2020] and ending December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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.

NISOURCE INC.

| [Executive [removed: Summary](#i1e897349ff3d495cb8e9afe3b20c23b1_64)] [added: Summary](#i121e36c6afbe48cda0590abf112a6580_64)] | | | [removed: [35](#i1e897349ff3d495cb8e9afe3b20c23b1_64)] [added: [42](#i121e36c6afbe48cda0590abf112a6580_64)] | | |

| [Summary of Consolidated Financial [removed: Results](#i1e897349ff3d495cb8e9afe3b20c23b1_70)] [added: Results](#i121e36c6afbe48cda0590abf112a6580_70)] | | | [removed: [38](#i1e897349ff3d495cb8e9afe3b20c23b1_70)] [added: [47](#i121e36c6afbe48cda0590abf112a6580_70)] | | |

| [Results and Discussion of [removed: Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_79)] [added: Operations](#i121e36c6afbe48cda0590abf112a6580_79)] | | | [removed: [39](#i1e897349ff3d495cb8e9afe3b20c23b1_79)] [added: [48](#i121e36c6afbe48cda0590abf112a6580_79)] | | |

| [Columbia [removed: Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_82)] [added: Operations](#i121e36c6afbe48cda0590abf112a6580_82)] | | | [removed: [40](#i1e897349ff3d495cb8e9afe3b20c23b1_82)] [added: [49](#i121e36c6afbe48cda0590abf112a6580_82)] | | |

| [NIPSCO [removed: Operations](#i1e897349ff3d495cb8e9afe3b20c23b1_88)] [added: Operations](#i121e36c6afbe48cda0590abf112a6580_88)] | | | [removed: [43](#i1e897349ff3d495cb8e9afe3b20c23b1_88)] [added: [52](#i121e36c6afbe48cda0590abf112a6580_88)] | | |

| [Liquidity and Capital [removed: Resources](#i1e897349ff3d495cb8e9afe3b20c23b1_94)] [added: Resources](#i121e36c6afbe48cda0590abf112a6580_94)] | | | [removed: [48](#i1e897349ff3d495cb8e9afe3b20c23b1_94)] [added: [56](#i121e36c6afbe48cda0590abf112a6580_94)] | | |

| [Market Risk [removed: Disclosures](#i1e897349ff3d495cb8e9afe3b20c23b1_115)] [added: Disclosures](#i121e36c6afbe48cda0590abf112a6580_115)] | | | [removed: [52](#i1e897349ff3d495cb8e9afe3b20c23b1_115)] [added: [61](#i121e36c6afbe48cda0590abf112a6580_115)] | | |

| [Other [removed: Information](#i1e897349ff3d495cb8e9afe3b20c23b1_118)] [added: Information](#i121e36c6afbe48cda0590abf112a6580_118)] | | | [removed: [53](#i1e897349ff3d495cb8e9afe3b20c23b1_118)] [added: [63](#i121e36c6afbe48cda0590abf112a6580_118)] | | |

Refer to the "Business" section under [added: Part I,] Item 1 of this Annual Report on Form 10-K and Note 21, "Business Segment Information," in the Notes to Consolidated Financial Statements for further discussion of our regulated utility business segments.

We are an energy holding company under the Public Utility Holding Company Act of 2005 whose [added: primary] subsidiaries are fully regulated natural gas and electric utility companies serving customers in six states.

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

These strategies focus on improving safety and reliability, enhancing customer experience, pursuing regulatory and legislative initiatives to increase accessibility for customers currently not on our gas and electric service, ensuring customer [removed: affordability] [added: value] and reducing emissions while generating sustainable returns.

[removed: 2024 Overview:] In [removed: 2024,] [added: 2025,] we continued to make significant progress on the remaining portfolio of projects that will enable our electric generation transition, including placing [added: two solar projects and] one solar and battery project into [removed: service and receiving approval of a new gas peaking facility.][added: service.]

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

Between our Columbia and NIPSCO Operating Segments, we added [removed: 21,000] [added: 24,000] customers.

We also invested [removed: $1.5] [added: $1.6] billion in infrastructure modernization to enhance safe, reliable service, including replacement of [removed: 288] [added: 256] miles of distribution main and service lines, [removed: 24] [added: 45] miles of underground cable and [removed: 1,240] [added: 1,656] electric poles.

2025 Overview:

We advanced our Data Center strategy significantly by creating our GenCo affiliate, whose goal is to build capacity to serve large load customers.

We also executed the ADS Contract and related EPC contracts discussed below.

We concluded the second and third phases of a WAM ERP program, covering all gas distribution operations across our operating territories and our generation assets, to optimize the scheduling, dispatch, and execution of our field operations.

ADS Contract and Data Center Strategy:

*ADS Contract*

In September 2025, NIPSCO entered into an agreement with ADS, a wholly-owned subsidiary of Amazon.com, Inc., under which NIPSCO will provide electricity to ADS' data centers.

Under the ADS Contract, which is pending IURC approval, NIPSCO will provide electric service to ADS pursuant to a capacity commitment beginning in 2027 and increasing annually to

NISOURCE INC.

ITEM 7.

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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.

Energy Transition: We 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 generation and battery storage, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection and repair.

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

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

("2018 Plan") is well underway, and we are continually adjusting to the dynamic energy landscape.

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.

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 processes 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.

| Other comprehensive income, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 89.7] [added: 24.2] | | | | | | — | | | | | | [removed: 89.7] [added: 24.2] | | |

| Common stock [removed: ($0.94] [added: ($1.12] per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (381.7)] [added: (533.0)] | | | | | | — | | | | | | — | | | | | | [removed: (381.7)] [added: (533.0)] | | |

| Contributions from noncontrolling interest [added: (3)] | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 19.1] [added: 233.2] | | | | | | [removed: 19.1] [added: 233.2] | | |

| Distributions to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (6.0)] [added: (66.4)] | | | | | | [removed: (6.0)] [added: (66.4)] | | |

| Stock [removed: issuances:] [added: issuances (redemptions):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Employee stock purchase plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.2] [added: 7.4] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.2] [added: 7.4] | | |

| Long-term incentive plan | | | — | | | | | | — | | | | | | — | | | | | | [removed: 14.3] [added: 30.2] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 14.3] [added: 30.2] | | |

| 401(k) and profit sharing | | | — | | | | | | — | | | | | | — | | | | | | [removed: 9.7] [added: 9.4] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 9.7] [added: 9.4] | | |

| ATM Program | | | 0.1 | | | | | | — | | | | | | — | | | | | | [removed: 141.8] [added: 298.1] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 141.9] [added: 298.2] | | |

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

| Contributions from noncontrolling [removed: interest] [added: interest(3)] | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 99.5] [added: 231.4] | | | | | | [removed: 99.5] [added: 231.4] | | |

| Distributions to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (66.4)] [added: (88.8)] | | | | | | [removed: (66.4)] [added: (88.8)] | | |

(3) Contributions from [added: NIPSCO and GenCo (starting in 2025) minority interest holders included in] noncontrolling interest is net of transaction costs.

| Long-term incentive plan | | | — | | | | | | [removed: 375] [added: 772] | | | | | | — | | | | | | [removed: 375] [added: 772] | | |

| 401(k) and profit sharing plan | | | — | | | | | | [removed: 337] [added: 231] | | | | | | — | | | | | | [removed: 337] [added: 231] | | |

| ATM Program | | | — | | | | | | [removed: 5,942] [added: 7,421] | | | | | | — | | | | | | [removed: 5,942] [added: 7,421] | | |

| Series A Preferred Stock | | | (400) | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | | | | | [removed: —] [added: —] | | |

These investments are included within “Available-for-sale debt securities” [added: and "Other investments"] on the Consolidated Balance Sheets.

No material impairment charges were recorded for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

Our consolidated pre-tax rate for AFUDC was [removed: 4.8%] [added: 3.6%] in [removed: 2024, 3.9%] [added: 2025, 4.8%] in [removed: 2023] [added: 2024] and [removed: 3.4%] [added: 3.9%] in [removed: 2022.][added: 2023.]

External and internal costs associated with [removed: on-premise] [added: on-premises] computer software developed for internal use are capitalized.

The entire gross receivables balance remains on the December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] Consolidated Balance Sheets.

Inventory valued using LIFO was [removed: $43.8] [added: $42.5] million and [removed: $43.9] [added: $43.8] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: $12.8] [added: $7.6] million at December 31, [removed: 2024] [added: 2025] and was less than the stated LIFO cost by [removed: $22.5] [added: $12.8] million at December 31, [removed: 2023.][added: 2024.]

Gas inventory valued using the weighted average cost methodology was [removed: $135.8] [added: $209.5] million at December 31, [removed: 2024] [added: 2025] and [removed: $222.0] [added: $135.8] million at December 31, [removed: 2023.][added: 2024.]

Investment tax credits [added: and production tax credits] associated with regulated operations are deferred and amortized as a reduction to income tax expense over [removed: the estimated useful lives of the related properties.][added: a 10 year period and 1 year period, respectively.]

Pursuant to the Internal Revenue Code and relevant state taxing authorities, we and our subsidiaries [added: generally] file consolidated income tax returns for federal and certain state jurisdictions.

[removed: Income] [added: We and our subsidiaries are parties to a tax sharing agreement under which income] taxes recorded by each party represent amounts that would be owed had the party been separately subject to tax.

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

[removed: On] [added: In] December [removed: 31,] 2023, the NIPSCO Minority Interest Transaction closed and a 19.9% equity interest in NIPSCO Holdings II, the sole owner of NIPSCO, was issued to an affiliate of Blackstone.

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

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

The ASU does not change the expense captions an entity presents on the income [added: statement.]

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

In December 2023, the FASB issued ASU 2023-09, [removed: *Income] [added: Income] Taxes (Topic 740): Improvements to Income Tax [removed: Disclosures*.][added: Disclosures.]

The pronouncement [removed: will require] [added: requires] disclosure of specific categories and reconciling items included in the rate reconciliation, disaggregation between federal, state and local income taxes paid, and disclosure of income taxes paid by jurisdictions over a certain threshold.

We have identified our performance obligations created under tariff-based sales as [removed: 1)] [added: i)] the commodity (natural gas or electricity, which includes generation and capacity) and [removed: 2)] [added: ii)] delivery.