Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-16189

NiSource Inc.

(Exact name of registrant as specified in its charter)

DE									35-2108964
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
801 East 86th Avenue
Merrillville,			IN						46410
(Address of principal executive offices)									(Zip Code)

(877) 647-5990

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share			NI			NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Emerging growth company ☐ Non-accelerated filer ¨ Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.01 Par Value: 470,702,914 shares outstanding at April 30, 2025.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED MARCH 31, 2025

Table of Contents

									Page
			Defined Terms						3
PART I			FINANCIAL INFORMATION
			Item 1.			Financial Statements - unaudited
						Condensed Statements of Consolidated Income (unaudited)			8
						Condensed Statements of Consolidated Comprehensive Income (unaudited)			9
						Condensed Consolidated Balance Sheets (unaudited)			10
						Condensed Statements of Consolidated Cash Flows (unaudited)			12
						Condensed Statements of Consolidated Equity (unaudited)			13
						Notes to Condensed Consolidated Financial Statements (unaudited)			15
			Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
			Item 3.			Quantitative and Qualitative Disclosures About Market Risk			57
			Item 4.			Controls and Procedures			57
PART II			OTHER INFORMATION
			Item 1.			Legal Proceedings			58
			Item 1A.			Risk Factors			58
			Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			58
			Item 3.			Defaults Upon Senior Securities			58
			Item 4.			Mine Safety Disclosures			58
			Item 5.			Other Information			58
			Item 6.			Exhibits			59
			Signature						60

DEFINED TERMS
The following is a list of frequently used abbreviations or acronyms that are found in this report:
NiSource Subsidiaries and Affiliates (not exhaustive)
Columbia of Kentucky			Columbia Gas of Kentucky, Inc.
Columbia of Maryland			Columbia Gas of Maryland, Inc.
Columbia of Ohio			Columbia Gas of Ohio, Inc.
Columbia of Pennsylvania			Columbia Gas of Pennsylvania, Inc.
Columbia of Virginia			Columbia Gas of Virginia, Inc.
NIPSCO			Northern Indiana Public Service Company LLC
NIPSCO Holdings I			NIPSCO Holdings I LLC
NIPSCO Holdings II			NIPSCO Holdings II LLC
NIPSCO Generation			NIPSCO Generation LLC
NiSource ("we," "us" or "our")			NiSource Inc.
Rosewater			Rosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC
Indiana Crossroads Wind			Indiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC
Indiana Crossroads Solar			Indiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC
Dunns Bridge I			Dunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunns Bridge Solar Center, LLC
Dunns Bridge II			Dunn's Bridge II Solar Generation LLC
Gibson			Gibson Solar Generation LLC
Fairbanks			Fairbanks Solar Generation LLC
Cavalry			Cavalry Solar Generation LLC
Templeton			Templeton Wind Energy Center LLC
Abbreviations and Other
AFUDC			Allowance for funds used during construction
AOCI			Accumulated Other Comprehensive Income (Loss)
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
ATM			At-the-market
BIP			BIP Blue Buyer L.L.C
BIP Blue Buyer VCOC L.L.C			BIP Blue Buyer VCOC L.L.C., a Delaware limited liability company and also an affiliate of Blackstone
Blackstone			Blackstone Infrastructure Partners L.P
BTA			Build-transfer agreement
CCRs			Coal Combustion Residuals
CEP			Ohio Capital Expenditure Program
CERCLA			Comprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
CODM			Chief Operating Decision Maker
Columbia Operations			Reportable segment comprised of the results of NiSource Gas Distribution company, including all of its Columbia Gas distribution companies and related subsidiaries
DSIC			Distribution System Improvement Charge
DSM			Demand Side Management

DEFINED TERMS
EPA			United States Environmental Protection Agency
EPS			Earnings per share
FAC			Fuel adjustment clause
FASB			Financial Accounting Standards Board
FMCA			Indiana Federally Mandated Cost Adjustment mechanism
GAAP			Generally Accepted Accounting Principles
GCA			Gas cost adjustment
GHG			Greenhouse gases
GWh			Gigawatt hours
IRA			Inflation Reduction Act of 2022
IRP			Ohio Infrastructure Replacement Program
IURC			Indiana Utility Regulatory Commission
JV			Joint Venture
LIFO			Last In, First Out
LIHEAP			Low Income Heating Energy Assistance Program
MGP			Manufactured Gas Plant
MISO			Midcontinent Independent System Operator
MMDth			Million dekatherms
MW			Megawatts
MWh			Megawatt hours
NIPSCO Electric			The electric generation and transmission activities of the NIPSCO Operations reportable segment
NIPSCO Gas			The gas distribution activities of the NIPSCO Operations reportable segment
NIPSCO Minority Interest Transaction			A transaction between NiSource, NIPSCO Holdings II (sole owner of NIPSCO) and an affiliate of Blackstone pursuant to a purchase and sale agreement entered into on June 17, 2023, that offered equity interests in NIPSCO Holdings II in exchange for capital contributions by the parties.
NIPSCO Operations			Reportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries
NYMEX			New York Mercantile Exchange
OPEB			Other Postemployment Benefits
PHMSA			Pipeline and Hazardous Materials Safety Administration
PPA			Power Purchase Agreement
RNG			Renewable Natural Gas
SAVE			Steps to Advance Virginia's Energy Plan
Scope 1 GHG Emissions			Direct emissions from sources owned or controlled by us (e.g., emissions from our combustion of fuel, vehicles, and process emissions and fugitive emissions)
Scope 2 GHG Emissions			Indirect emissions from sources owned or controlled by us
SEC			Securities and Exchange Commission
SMRP			Kentucky Safety Modification and Replacement Program
SMS			Safety Management System
TCJA			An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as the Tax Cuts and Jobs Act of 2017)
TDSIC			Indiana Transmission, Distribution and Storage System Improvement Charge

DEFINED TERMS
VIE			Variable Interest Entity
WAM			Work and Asset Management enterprise resourcing system

Note regarding forward-looking statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. These forward-looking statements include, but are not limited to, statements concerning our plans, strategies, objectives, expected performance, expenditures, recovery of expenditures through rates, stated on either a consolidated or segment basis, and any and all underlying assumptions and other statements that are other than statements of historical fact. Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," reflecting something other than historical fact are intended to identify forward-looking statements. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially.

Factors that could cause actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this Quarterly Report on Form 10-Q include, among other things:

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

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

• potential incidents and other operating risks associated with our business;

• our ability to work successfully with our third-party investors;

• our ability to adapt to, and manage costs related to, advances in technology, including alternative energy sources and changes in laws and regulations;

• our increased dependency on technology;

• impacts related to our aging infrastructure;

• our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significant losses;

• the success of our electric generation strategy;

• construction risks and supply risks;

• fluctuations in demand from residential and commercial customers;

• fluctuations in the price of energy commodities and related transportation costs or an inability to obtain an adequate, reliable and cost-effective fuel supply to meet customer demand;

• our ability to attract, retain or re-skill a qualified, diverse workforce and maintain good labor relations;

• our ability to manage new initiatives and organizational changes;

• the performance and quality of third-party suppliers and service providers;

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

• potential cybersecurity attacks or security breaches;

• increased requirements and costs related to cybersecurity;

• the actions of activist stockholders;

• any damage to our reputation;

• the impacts of natural disasters, potential terrorist attacks or other catastrophic events;

• the physical impacts of climate change and the transition to a lower carbon future;

• our debt obligations;

• any changes to our credit rating or the credit rating of certain of our subsidiaries;

• adverse economic and capital market conditions, including increases in inflation or interest rates, recession, or changes in investor sentiment;

• economic regulation and the impact of regulatory rate reviews;

• our ability to obtain expected financial or regulatory outcomes;

• economic conditions in certain industries;

• the reliability of customers and suppliers to fulfill their payment and contractual obligations;

• the ability of our subsidiaries to generate cash;

• pension funding obligations;

• potential impairments of goodwill;

• the outcome of legal and regulatory proceedings, investigations, incidents, claims and litigation;

• compliance with changes in, or new interpretations of applicable laws, regulations and tariffs, including impacts of state and federal orders on our ability to carry out our business plan and growth strategy;

• the cost of compliance with environmental laws and regulations and the costs of associated liabilities;

• changes in tax laws or the interpretation thereof;

• and other matters set forth in Item 1, "Business," Item 1A, "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this report, some of which risks are beyond our control.

In addition, the relative contributions to profitability by each business segment, and the assumptions underlying the forward-looking statements relating thereto, may change over time.

All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law

Index			Page
Condensed Statements of Consolidated Income (unaudited)			8
Condensed Statements of Consolidated Comprehensive Income (unaudited)			9
Condensed Consolidated Balance Sheets (unaudited)			10
Condensed Statements of Consolidated Cash Flows (unaudited)			12
Condensed Statements of Consolidated Equity (unaudited)			13
Notes to Condensed Consolidated Financial Statements (unaudited)			15
1. Basis of Accounting Presentation			15
2. Recent Accounting Pronouncements			15
3. Revenue Recognition			16
4. Noncontrolling Interests			19
5. Earnings Per Share			20
6. Equity			21
7. Short-Term Borrowings			22
8. Long-Term Debt			22
9. Regulatory Matters			23
10. Risk Management Activities			23
11. Fair Value			25
12. Income Taxes			28
13. Pension and Other Postemployment Benefits			28
14. Other Commitments and Contingencies			28
15. Accumulated Other Comprehensive Loss			31
16. Business Segment Information			31
17. Other, Net			33
18. Supplemental Disclosures of Cash Flow Information			34

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

			Three Months Ended March 31,
(in millions, except per share amounts)			2025						2024
Operating Revenues
Customer revenues			$	2,149.5					$	1,643.0
Other revenues			33.7						63.3
Total Operating Revenues			2,183.2						1,706.3
Operating Expenses
Cost of energy			647.5						425.0
Operation and maintenance			427.8						378.4
Depreciation and amortization			258.6						242.1
Loss on impairment of assets			0.3						—
Other taxes			89.6						77.4
Total Operating Expenses			1,423.8						1,122.9
Operating Income			759.4						583.4
Other Income (Deductions)
Interest expense, net			(132.8)						(116.3)
Other, net			5.8						9.2
Total Other Deductions, Net			(127.0)						(107.1)
Income before Income Taxes			632.4						476.3
Income Taxes			105.7						76.0
Net Income			526.7						400.3
Net income attributable to noncontrolling interest			51.9						35.3
Net Income Attributable to NiSource			474.8						365.0
Preferred dividends			—						(6.7)
Preferred redemption premium			—						(14.0)
Net Income Available to Common Shareholders			$	474.8					$	344.3
Earnings Per Share
Basic Earnings Per Share			$	1.01					$	0.77
Diluted Earnings Per Share			$	1.00					$	0.77
Basic Average Common Shares Outstanding			470.4						447.9
Diluted Average Common Shares			472.5						449.4

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Comprehensive Income (unaudited)

			Three Months Ended March 31,
(in millions, net of taxes)			2025						2024
Net Income			$	526.7					$	400.3
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)			0.8						(0.3)
Reclassification adjustment for cash flow hedges			(0.1)						(0.1)
Unrecognized pension and OPEB benefit(2)			0.5						0.2
Total other comprehensive income (loss)			1.2						(0.2)
Comprehensive Income			$	527.9					$	400.1

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.2 million tax expense and $0.1 million tax benefit in the first quarter of 2025 and 2024, respectively.

(2)Unrecognized pension and OPEB benefit, net of $0.1 million of tax expense and $0.1 million tax expense in the first quarter of 2025 and 2024, respectively.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in millions)			March 31, 2025						December 31, 2024
ASSETS
Property, Plant and Equipment
Plant			$	35,312.5					$	34,152.9
Accumulated depreciation and amortization			(8,822.6)						(8,699.0)
Net Property, Plant and Equipment(1)			26,489.9						25,453.9
Investments and Other Assets
Unconsolidated affiliates			6.8						6.5
Available-for-sale debt securities (amortized cost of $85.5 and $91.9, allowance for credit losses of $0.2 and $0.1, respectively)			81.2						86.7
Other investments			84.6						85.5
Total Investments and Other Assets			172.6						178.7
Current Assets
Cash and cash equivalents			259.4						156.6
Restricted cash			44.3						42.0
Accounts receivable			1,135.3						987.9
Allowance for credit losses			(29.6)						(23.7)
Accounts receivable, net			1,105.7						964.2
Gas storage			42.8						179.6
Materials and supplies, at average cost			183.0						173.3
Electric production fuel, at average cost			35.5						36.2
Exchange gas receivable			70.2						45.7
Regulatory assets			268.0						319.9
Prepayments			138.2						138.5
Other current assets			37.5						24.2
Total Current Assets(1)			2,184.6						2,080.2
Other Assets
Regulatory assets			2,162.3						2,157.4
Goodwill			1,485.9						1,485.9
Deferred charges and other			609.8						432.0
Total Other Assets			4,258.0						4,075.3
Total Assets			$	33,105.1					$	31,788.1

(1)Includes $1,307.1 million and $1,323.8 million at March 31, 2025 and December 31, 2024, respectively, of net property, plant and equipment assets and $62.0 million and $65.0 million at March 31, 2025 and December 31, 2024, respectively, of current assets of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs. Refer to Note 4, "Noncontrolling Interests," for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Consolidated Balance Sheets (unaudited) (continued)

(in millions, except share amounts)			March 31, 2025						December 31, 2024
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value,750,000,000 shares authorized; 470,618,280 and 469,822,472 shares outstanding, respectively			$	4.7					$	4.7
Treasury stock			(99.9)						(99.9)
Additional paid-in capital			9,522.6						9,521.5
Retained deficit			(501.4)						(711.7)
Accumulated other comprehensive loss			(29.2)						(30.4)
Total NiSource Stockholders’ Equity			8,896.8						8,684.2
Noncontrolling interest in consolidated subsidiaries			2,049.2						1,984.1
Total Stockholders’ Equity			10,946.0						10,668.3
Long-term debt, excluding amounts due within one year			12,833.1						12,074.5
Total Capitalization			23,779.1						22,742.8
Current Liabilities
Current portion of long-term debt			1,281.0						1,281.2
Short-term borrowings			771.0						604.6
Accounts payable			726.3						863.1
Dividends payable - common stock			134.4						—
Customer deposits and credits			143.2						268.8
Taxes accrued			215.9						173.4
Interest accrued			142.3						157.0
Asset retirement obligations			50.7						84.6
Exchange gas payable			59.1						91.8
Regulatory liabilities			233.5						150.5
Accrued compensation and employee benefits			141.5						268.2
Other accruals			343.0						170.2
Total Current Liabilities(1)			4,241.9						4,113.4
Other Liabilities
Deferred income taxes			2,353.9						2,281.6
Accrued liability for postretirement and postemployment benefits			204.0						207.5
Regulatory liabilities			1,461.7						1,431.2
Asset retirement obligations			727.8						698.6
Other noncurrent liabilities and deferred credits			336.7						313.0
Total Other Liabilities(1)			5,084.1						4,931.9
Commitments and Contingencies (Refer to Note 14, "Other Commitments and Contingencies")
Total Capitalization and Liabilities			$	33,105.1					$	31,788.1

(1)Includes $51.5 million and $53.7 million at March 31, 2025 and December 31, 2024, respectively, of current liabilities and $53.8 million and $58.3 million at March 31, 2025 and December 31, 2024, respectively, of other liabilities, and finance leases of $40.3 million and $40.4 million at March 31, 2025 and December 31, 2024 respectively, of consolidated VIEs that creditors do not have recourse to our general credit. Refer to Note 4, "Noncontrolling Interests," for additional information.

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Cash Flows (unaudited)

Three Months Ended March 31, (in millions)			2025						2024
Operating Activities
Net Income			$	526.7					$	400.3
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization			258.6						242.1
Deferred income taxes and investment tax credits			91.3						61.6
Payments for asset retirement obligations			(10.4)						(12.0)
Other adjustments			7.1						7.8
Changes in Assets and Liabilities:
Components of working capital(1)			(205.3)						(235.2)
Regulatory assets/liabilities			10.3						18.4
Deferred charges and other noncurrent assets			—						(18.0)
Other noncurrent liabilities and deferred credits			8.1						(8.8)
Net Cash Flows from Operating Activities			686.4						456.2
Investing Activities
Capital expenditures			(637.3)						(589.5)
Milestone payments to renewable generation asset developer			(554.2)						(110.6)
Advanced deposits			(125.3)						—
Other investing activities			(35.9)						(22.9)
Net Cash Flows used for Investing Activities			(1,352.7)						(723.0)
Financing Activities
Proceeds from issuance of long-term debt			741.5						644.4
Repayments of finance lease obligations			(5.5)						(7.2)
Repayment of short-term debt (maturity > 90 days)			—						(1,650.0)
Net change in commercial paper and other short-term borrowings			166.4						(176.3)
Issuance of common stock, net of issuance costs			3.2						2.7
Redemption of preferred stock			—						(486.1)
Preferred stock redemption premium			—						(14.0)
Equity costs, premiums and other debt related costs			(15.4)						(57.6)
Contributions from NIPSCO minority interest holders			34.8						—
Distributions to tax equity partners			(4.1)						(3.0)
Distribution to NIPSCO minority interest holders			(17.5)						—
Dividends paid - common stock			(132.0)						(118.6)
Dividends paid - preferred stock			—						(8.1)
Net Cash Flows from (used for) Financing Activities			771.4						(1,873.8)
Change in cash, cash equivalents and restricted cash			105.1						(2,140.6)
Cash, cash equivalents and restricted cash at beginning of period			198.6						2,281.1
Cash, Cash Equivalents and Restricted Cash at End of Period			$	303.7					$	140.5
(1) Refer to Note 18, "Supplemental Disclosures of Cash Flow Information," for additional information.

Reconciliation to Balance Sheet

Three Months Ended March 31, (in millions)			2025
Cash and cash equivalents			259.4
Restricted cash			44.3
Total Cash, Cash Equivalents and Restricted Cash			303.7

The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.

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