Cover and table of contents

127K characters. Original on sec.gov · Markdown

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 June 30, 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)

DE35-2108964
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
801 East 86th Avenue
Merrillville,IN46410
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareNINYSE

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: 470,855,009 shares outstanding at July 30, 2025.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2025

Table of Contents

Page
Defined Terms3
PART IFINANCIAL 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)16
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations40
Item 3.Quantitative and Qualitative Disclosures About Market Risk63
Item 4.Controls and Procedures63
PART IIOTHER INFORMATION
Item 1.Legal Proceedings64
Item 1A.Risk Factors64
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3.Defaults Upon Senior Securities64
Item 4.Mine Safety Disclosures64
Item 5.Other Information64
Item 6.Exhibits66
Signature67
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 KentuckyColumbia Gas of Kentucky, Inc.
Columbia of MarylandColumbia Gas of Maryland, Inc.
Columbia of OhioColumbia Gas of Ohio, Inc.
Columbia of PennsylvaniaColumbia Gas of Pennsylvania, Inc.
Columbia of VirginiaColumbia Gas of Virginia, Inc.
NIPSCONorthern Indiana Public Service Company LLC
NIPSCO Holdings INIPSCO Holdings I LLC
NIPSCO Holdings IINIPSCO Holdings II LLC
NIPSCO GenCoNIPSCO Generation LLC
NiSource ("we," "us" or "our")NiSource Inc.
RosewaterRosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC
Indiana Crossroads WindIndiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC
Indiana Crossroads SolarIndiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC
Dunns Bridge IDunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunns Bridge Solar Center, LLC
GibsonGibson Solar LLC
FairbanksFairbanks Solar Generation LLC
Abbreviations and Other
AFUDCAllowance for funds used during construction
AOCIAccumulated Other Comprehensive Income (Loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
ATMAt-the-market
BIPBIP Blue Buyer L.L.C
BIP Blue Buyer VCOC L.L.CBIP Blue Buyer VCOC L.L.C., a Delaware limited liability company and also an affiliate of Blackstone
BlackstoneBlackstone Infrastructure Partners L.P
BTABuild-transfer agreement
CCRsCoal Combustion Residuals
CEPOhio Capital Expenditure Program
CERCLAComprehensive Environmental Response Compensation and Liability Act (also known as Superfund)
CODMChief Operating Decision Maker
Columbia OperationsReportable segment comprised of the results of NiSource Gas Distribution company, including all of its Columbia Gas distribution companies and related subsidiaries
CPCNCertificate of Public Convenience and Necessity
DSICDistribution System Improvement Charge
DSMDemand Side Management
Dunns Bridge IIDunn's Bridge II Solar Generation Center
EPAUnited States Environmental Protection Agency
DEFINED TERMS
EPSEarnings per share
ERPEnterprise Resource Planning
FACFuel adjustment clause
FASBFinancial Accounting Standards Board
FMCAIndiana Federally Mandated Cost Adjustment mechanism
GAAPGenerally Accepted Accounting Principles
GCAGas cost adjustment
GHGGreenhouse gases
GWhGigawatt hours
IRAInflation Reduction Act of 2022
IRPOhio Infrastructure Replacement Program
IURCIndiana Utility Regulatory Commission
JVJoint Venture
LIFOLast In, First Out
LIHEAPLow Income Heating Energy Assistance Program
MGPManufactured Gas Plant
MISOMidcontinent Independent System Operator
MMDthMillion dekatherms
MWMegawatts
MWhMegawatt hours
NIPSCO ElectricThe electric generation and transmission activities of the NIPSCO Operations reportable segment
NIPSCO GasThe gas distribution activities of the NIPSCO Operations reportable segment
NIPSCO Minority Interest TransactionA 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 OperationsReportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries
NYMEXNew York Mercantile Exchange
OBBBAOne Big Beautiful Bill Act
OPEBOther Postemployment Benefits
PHMSAPipeline and Hazardous Materials Safety Administration
PPAPower Purchase Agreement
RNGRenewable Natural Gas
SAVESteps to Advance Virginia's Energy Plan
Scope 1 GHG EmissionsDirect 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 EmissionsIndirect emissions from sources owned or controlled by us
SECSecurities and Exchange Commission
SMRPKentucky Safety Modification and Replacement Program
SMSSafety Management System
TCJAAn 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)
DEFINED TERMS
TDSICIndiana Transmission, Distribution and Storage System Improvement Charge
TempletonTempleton Wind Energy Center
VIEVariable Interest Entity
WAMWork 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 Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and Part II, Item 1A, “Risk Factors,” of this report, and Part I, Item 1, “Business,” Part I, Item 1A, "Risk Factors," and Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.

IndexPage
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)16
1. Basis of Accounting Presentation16
2. Recent Accounting Pronouncements16
3. Revenue Recognition17
4. Noncontrolling Interests21
5. Earnings Per Share22
6. Equity23
7. Short-Term Borrowings24
8. Long-Term Debt24
9. Regulatory Matters25
10. Risk Management Activities25
11. Fair Value27
12. Goodwill30
13. Income Taxes30
14. Pension and Other Postemployment Benefits30
15. Other Commitments and Contingencies31
16. Accumulated Other Comprehensive Loss34
17. Business Segment Information35
18. Other, Net38
19. Supplemental Disclosures of Cash Flow Information39

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NiSource Inc.

Condensed Statements of Consolidated Income (unaudited)

Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)2025202420252024
Operating Revenues
Customer revenues$1,246.5$1,054.1$3,396.0$2,697.1
Other revenues36.530.670.293.9
Total Operating Revenues1,283.01,084.73,466.22,791.0
Operating Expenses
Cost of energy261.8164.7909.3589.7
Operation and maintenance396.2357.7824.0736.1
Depreciation and amortization286.7253.5545.3495.6
Loss on impairment of assets0.42.90.72.9
Loss on sale of assets, net0.81.60.81.6
Other taxes74.267.3163.8144.7
Total Operating Expenses1,020.1847.72,443.91,970.6
Operating Income262.9237.01,022.3820.4
Other Income (Deductions)
Interest expense, net(139.1)(129.3)(271.9)(245.6)
Other, net0.513.06.322.2
Total Other Deductions, Net(138.6)(116.3)(265.6)(223.4)
Income before Income Taxes124.3120.7756.7597.0
Income Taxes23.817.6129.593.6
Net Income100.5103.1627.2503.4
Net income (loss) attributable to noncontrolling interest(1.7)17.350.252.6
Net Income Attributable to NiSource102.285.8577.0450.8
Preferred dividends———(6.7)
Preferred redemption premium———(14.0)
Net Income Available to Common Shareholders$102.2$85.8$577.0$430.1
Earnings Per Share
Basic Earnings Per Share$0.22$0.19$1.22$0.96
Diluted Earnings Per Share$0.22$0.19$1.22$0.95
Basic Average Common Shares Outstanding471.0448.5470.6448.2
Diluted Average Common Shares472.1450.2472.3449.8

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 June 30,Six Months Ended June 30,
(in millions, net of taxes)2025202420252024
Net Income$100.5$103.1$627.2$503.4
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale debt securities(1)1.0—1.8(0.3)
Reclassification adjustment for cash flow hedges(2)(0.1)(0.1)(0.2)(0.2)
Unrecognized pension and OPEB benefit(3)0.10.30.60.5
Total other comprehensive income1.00.22.2—
Comprehensive Income$101.5$103.3$629.4$503.4

(1)Net unrealized gain (loss) on available-for-sale debt securities, net of $0.3 million tax expense and $0.0 million tax expense in the second quarter of 2025 and 2024, respectively, and $0.5 million tax expense and $0.1 million of tax benefit for the six months ended 2025 and 2024, respectively.

(2)Reclassification adjustment for cash flow hedges, net of $0.1 million tax benefit and $0.0 million tax benefit in the second quarter of 2025 and 2024, respectively, and $0.1 million of tax benefit and $0.0 million tax benefit for the six months ended 2025 and 2024, respectively.

(3)Unrecognized pension and OPEB benefit, net of $0.1 million of tax expense and $0.1 million tax expense in the second quarter of 2025 and 2024, respectively, and $0.2 million of tax expense and $0.2 million tax expense for the six months ended 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)June 30, 2025December 31, 2024
ASSETS
Property, Plant and Equipment
Plant$36,448.3$34,152.9
Accumulated depreciation and amortization(8,996.8)(8,699.0)
Net Property, Plant and Equipment(1)27,451.525,453.9
Investments and Other Assets
Unconsolidated affiliates7.86.5
Available-for-sale debt securities (amortized cost of $147.9 and $91.9, allowance for credit losses of $0.1 and $0.1, respectively)144.986.7
Other investments107.085.5
Total Investments and Other Assets259.7178.7
Current Assets
Cash and cash equivalents335.4156.6
Restricted cash30.242.0
Accounts receivable805.9987.9
Allowance for credit losses(27.3)(23.7)
Accounts receivable, net778.6964.2
Gas storage148.2179.6
Materials and supplies, at average cost187.7173.3
Electric production fuel, at average cost32.136.2
Exchange gas receivable33.045.7
Regulatory assets287.1319.9
Prepayments143.5138.5
Other current assets23.024.2
Total Current Assets(1)1,998.82,080.2
Other Assets
Regulatory assets2,178.42,157.4
Goodwill1,485.91,485.9
Deferred charges and other654.6432.0
Total Other Assets4,318.94,075.3
Total Assets$34,028.9$31,788.1

(1)Includes $1,295.7 million and $1,323.8 million at June 30, 2025 and December 31, 2024, respectively, of net property, plant and equipment assets and $60.9 million and $65.0 million at June 30, 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)June 30, 2025December 31, 2024
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholders’ Equity
Common stock - $0.01 par value,750,000,000 shares authorized; 470,784,423 and 469,822,472 shares outstanding, respectively$4.7$4.7
Treasury stock(99.9)(99.9)
Additional paid-in capital9,538.09,521.5
Retained deficit(532.1)(711.7)
Accumulated other comprehensive loss(28.2)(30.4)
Total NiSource Stockholders’ Equity8,882.58,684.2
Noncontrolling interest in consolidated subsidiaries2,114.41,984.1
Total Stockholders’ Equity10,996.910,668.3
Long-term debt, excluding amounts due within one year14,473.812,074.5
Total Capitalization25,470.722,742.8
Current Liabilities
Current portion of long-term debt1,282.21,281.2
Short-term borrowings—604.6
Accounts payable683.9863.1
Dividends payable - common stock135.1—
Customer deposits and credits159.9268.8
Taxes accrued172.4173.4
Interest accrued177.8157.0
Asset retirement obligations58.284.6
Exchange gas payable80.791.8
Regulatory liabilities194.9150.5
Accrued compensation and employee benefits161.3268.2
Other accruals305.9170.2
Total Current Liabilities(1)3,412.34,113.4
Other Liabilities
Deferred income taxes2,387.22,281.6
Accrued liability for postretirement and postemployment benefits200.5207.5
Regulatory liabilities1,459.01,431.2
Asset retirement obligations754.8698.6
Other noncurrent liabilities and deferred credits344.4313.0
Total Other Liabilities(1)5,145.94,931.9
Commitments and Contingencies (Refer to Note 15, "Other Commitments and Contingencies")
Total Capitalization and Liabilities$34,028.9$31,788.1

(1)Includes $53.9 million and $53.7 million at June 30, 2025 and December 31, 2024, respectively, of current liabilities and $54.4 million and $58.3 million at June 30, 2025 and December 31, 2024, respectively, of other liabilities, and finance leases of $40.2 million and $40.4 million at June 30, 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)

Six Months Ended June 30, (in millions)20252024
Operating Activities
Net Income$627.2$503.4
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Depreciation and amortization545.3495.6
Deferred income taxes and investment tax credits120.485.1
Loss on sale of assets0.81.6
Payments for asset retirement obligations(31.3)(35.0)
Other adjustments22.32.5
Changes in Assets and Liabilities:
Components of working capital(1)(64.8)(116.2)
Regulatory assets/liabilities(23.7)(5.9)
Deferred charges and other noncurrent assets(14.9)(32.7)
Other noncurrent liabilities and deferred credits0.53.3
Net Cash Flows from Operating Activities1,181.8901.7
Investing Activities
Capital expenditures(1,295.5)(1,219.3)
Milestone payments to renewable generation asset developers(958.0)(320.8)
Advanced deposits(160.9)—
Other investing activities(151.9)(53.9)
Net Cash Flows used for Investing Activities(2,566.3)(1,594.0)
Financing Activities
Proceeds from issuance of long-term debt2,362.01,734.5
Repayments of finance lease obligations(10.9)(13.5)
Repayment of short-term debt (maturity > 90 days)—(1,650.0)
Net change in commercial paper and other short-term borrowings(604.6)(754.6)
Issuance of common stock, net of issuance costs6.85.6
Redemption of preferred stock—(486.1)
Preferred stock redemption premium—(14.0)
Equity costs, premiums and other debt related costs(17.7)(60.0)
Contributions from NIPSCO minority interest holders134.359.7
Distributions to tax equity partners(9.8)(8.2)
Distribution to NIPSCO minority interest holders(44.4)(20.2)
Dividends paid - common stock(264.2)(237.9)
Dividends paid - preferred stock—(8.2)
Net Cash Flows from (used for) Financing Activities1,551.5(1,452.9)
Change in cash, cash equivalents and restricted cash167.0(2,145.2)
Cash, cash equivalents and restricted cash at beginning of period198.62,281.1
Cash, Cash Equivalents and Restricted Cash at End of Period$365.6$135.9
(1) Refer to Note 19, "Supplemental Disclosures of Cash Flow Information," for additional information.

Reconciliation to Balance Sheet

Six Months Ended June 30, (in millions)2025
Cash and cash equivalents335.4
Restricted cash30.2
Total Cash, Cash Equivalents and Restricted Cash365.6

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 Equity (unaudited)

(in millions)Common StockPreferred StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of April 1, 2025$4.7$—$(99.9)$9,522.6$(501.4)$(29.2)$2,049.2$10,946.0
Comprehensive Income:
Net income (loss)————102.2—(1.7)100.5
Other comprehensive gain, net of tax—————1.0—1.0
Dividends:
Common stock ($0.280 per share)————(132.9)——(132.9)
Noncontrolling Interests:
Contributions from noncontrolling interests——————99.599.5
Distributions to noncontrolling interests——————(32.6)(32.6)
Stock issuances:
Employee stock purchase plan———1.9———1.9
Long-term incentive plan———11.4———11.4
401(k) and profit sharing———2.1———2.1
Balance as of June 30, 2025$4.7$—$(99.9)$9,538.0$(532.1)$(28.2)$2,114.4$10,996.9
(in millions)Common StockPreferred StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of January 1, 2025$4.7$—$(99.9)$9,521.5$(711.7)$(30.4)$1,984.1$10,668.3
Comprehensive Income:
Net income————577.0—50.2627.2
Other comprehensive gain, net of tax—————2.2—2.2
Dividends:
Common stock ($0.840 per share)————(397.4)——(397.4)
Noncontrolling Interests:
Contributions from noncontrolling interests——————134.3134.3
Distributions to noncontrolling interests——————(54.2)(54.2)
Stock issuances:
Employee stock purchase plan———3.6———3.6
Long-term incentive plan———8.1———8.1
401(k) and profit sharing———4.8———4.8
Balance as of June 30, 2025$4.7$—$(99.9)$9,538.0$(532.1)$(28.2)$2,114.4$10,996.9

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

(in millions)Common StockPreferred StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of April 1, 2024$4.5$—$(99.9)$8,886.8$(861.7)$(33.8)$1,899.0$9,794.9
Comprehensive Income:
Net income————85.8—17.3103.1
Other comprehensive gain, net of tax—————0.2—0.2
Dividends:
Common stock ($0.265 per share)————(120.3)——(120.3)
Noncontrolling Interests:
Contributions from noncontrolling interests——————59.759.7
Distributions to noncontrolling interest——————(25.4)(25.4)
Stock issuances:
Employee stock purchase plan———1.6———1.6
Long-term incentive plan———3.6———3.6
401(k) and profit sharing———2.2———2.2
Balance as of June 30, 2024$4.5$—$(99.9)$8,894.2$(896.2)$(33.6)$1,950.6$9,819.6
(in millions)Common StockPreferred StockTreasury StockAdditional Paid-In CapitalRetained DeficitAccumulated Other Comprehensive LossNoncontrolling Interest in Consolidated SubsidiariesTotal
Balance as of January 1, 2024$4.5$486.1$(99.9)$8,879.5$(967.0)$(33.6)$1,866.7$10,136.3
Comprehensive Income:
Net income————450.8—52.6503.4
Dividends:
Common stock ($0.795 per share)————(357.9)——(357.9)
Preferred stock (See Note 6)————(8.1)——(8.1)
Noncontrolling Interests:
Contributions from noncontrolling interests——————59.759.7
Distributions to noncontrolling interest——————(28.4)(28.4)
Stock issuances (redemptions):
Series B and B-1 Preferred stock redemption—(486.1)—————(486.1)
Series B and B-1 Preferred stock redemption premium————(14.0)——(14.0)
Employee stock purchase plan———3.0———3.0
Long-term incentive plan———6.9———6.9
401(k) and profit sharing———4.8———4.8
Balance as of June 30, 2024$4.5$—$(99.9)$8,894.2$(896.2)$(33.6)$1,950.6$9,819.6

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Condensed Statements of Consolidated Equity (unaudited) (continued)

PreferredCommon
Shares (in thousands)SharesSharesTreasuryOutstanding
Balance as of April 1, 2025—474,581(3,963)470,618
Issued:
Employee stock purchase plan—48—48
Long-term incentive plan—62—62
401(k) and profit sharing—56—56
Balance as of June 30, 2025—474,747(3,963)470,784
PreferredCommon
Shares (in thousands)SharesSharesTreasuryOutstanding
Balance as of January 1, 2025—473,785(3,963)469,822
Issued:
Employee stock purchase plan—94—94
Long-term incentive plan—744—744
401(k) and profit sharing—124—124
Balance as of June 30, 2025—474,747(3,963)470,784
PreferredCommon
Shares (in thousands)SharesSharesTreasuryOutstanding
Balance as of April 1, 2024—452,161(3,963)448,198
Issued:
Employee stock purchase plan—58—58
Long-term incentive plan—66—66
401(k) and profit sharing—77—77
Balance as of June 30, 2024—452,362(3,963)448,399
PreferredCommon
Shares (in thousands)SharesSharesTreasuryOutstanding
Balance as of January 1, 202440451,345(3,963)447,382
Issued:
Employee stock purchase plan—111—111
Long-term incentive plan—729—729
401(k) and profit sharing—177—177
Redeemed:
Series B and B-1 Preferred Stock(40)———
Balance as of June 30, 2024—452,362(3,963)448,399

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.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

1. Basis of Accounting Presentation

Our accompanying Condensed Consolidated Financial Statements (unaudited) reflect all normal recurring adjustments that are necessary, in the opinion of management, to present fairly the results of operations in accordance with GAAP in the United States of America. The accompanying financial statements include the accounts of us, our majority-owned subsidiaries, and VIEs of which we are the primary beneficiary after the elimination of all intercompany accounts and transactions.

The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Income for interim periods may not be indicative of results for the calendar year due to weather variations and other factors.

The Condensed Consolidated Financial Statements (unaudited) have been prepared pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made in this Quarterly Report on Form 10-Q are adequate to make the information herein not misleading.

2. Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This pronouncement requires disaggregated disclosure of income statement expenses for public business entities. The ASU requires disclosure in tabular format of disaggregation of relevant expense captions presented on the income statement by certain natural expense categories with certain related qualitative disclosures within the notes to the financial statements. The ASU does not change the expense captions an entity presents on the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, as defined in ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). We are currently evaluating the impacts this amendment will have on our required disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This pronouncement enhances required income tax disclosures. The pronouncement will require 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. Additionally, the pronouncement eliminates certain required disclosures related to unrecognized tax benefits. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and is to be applied on a prospective basis with retrospective application permitted. We will implement and provide the required disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This pronouncement enhances annual and interim disclosure requirements over reportable segments, primarily through enhanced disclosures about significant segment expenses. Specifically, the pronouncement requires disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, disclosure of an amount for other segment items representing the difference between segment revenue and segment expenses already disclosed, disclosure of all required annual disclosures for interim periods and disclosure of title and position of the CODM and how the CODM uses reported measures. The pronouncement also allows for more than one measure of segment profit if the CODM uses more than one measure in assessing segment performance. This pronouncement was effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. NiSource adopted this pronouncement as of December 31, 2024 with retrospective application and updated its disclosures to include significant expenses regularly provided to the CODM, the CODM's title and how the CODM utilizes reported measures. See Note 17, "Business Segment Information," for further discussion.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

3. Revenue Recognition

Revenue Disaggregation and Reconciliation. We disaggregate revenue from contracts with customers based upon reportable segment, as well as by customer class. The Columbia Operations segment provides regulated natural gas service and transportation for residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, and Maryland. The NIPSCO Operations segment provides regulated gas and electric service in the northern part of Indiana.

The tables below reconcile revenue disaggregation by customer class to segment revenue, as well as to revenues reflected on the Condensed Statements of Consolidated Income (unaudited):

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Three months ended June 30, 2025 (in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Gas Distribution
Residential$397.0$114.2$—$511.2
Commercial126.245.5—171.7
Industrial37.622.6—60.2
Off-system22.8——22.8
Miscellaneous(1)8.73.3—12.0
Subtotal$592.3$185.6$—$777.9
Electric Generation and Power Delivery
Residential$—$163.9$—$163.9
Commercial—161.0—161.0
Industrial—133.5—133.5
Wholesale—11.9—11.9
Miscellaneous(1)—(1.7)—(1.7)
Subtotal$—$468.6$—$468.6
Total Customer Revenues**(2)**592.3654.2—1,246.5
Other Revenues**(3)**8.926.41.236.5
Total Operating Revenues$601.2$680.6$1.2$1,283.0
(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations primarily relate to late fees and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms, MISO multi-value projects and revenue from non-jurisdictional transmission assets. Amounts included in Corporate and Other primarily relate to products and services revenue.
Three months ended June 30, 2024 (in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Gas Distribution
Residential$332.3$78.6$—$410.9
Commercial96.930.7—127.6
Industrial33.016.1—49.1
Off-system10.6——10.6
Wholesale0.2——0.2
Miscellaneous(1)4.32.6—6.9
Subtotal$477.3$128.0$—$605.3
Electric Generation and Power Delivery
Residential$—$156.9$—$156.9
Commercial—154.4—154.4
Industrial—119.7—119.7
Wholesale—11.2—11.2
Public Authority—1.9—1.9
Miscellaneous(1)—4.7—4.7
Subtotal$—$448.8$—$448.8
Total Customer Revenues**(2)**477.3576.8—1,054.1
Other Revenues**(3)**10.120.40.130.6
Total Operating Revenues$487.4$597.2$0.1$1,084.7
(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations, primarily relate to revenue refunds, public repairs and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms, MISO multi-value projects and revenue from non-jurisdictional transmission assets.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Six months ended June 30, 2025 (in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Gas Distribution
Residential$1,248.2$405.6$—$1,653.8
Commercial432.7148.6—581.3
Industrial85.554.0—139.5
Off-system45.1——45.1
Miscellaneous(1)20.78.0—28.7
Subtotal$1,832.2$616.2$—$2,448.4
Electric Generation and Power Delivery
Residential$—$331.8$—$331.8
Commercial—321.1—321.1
Industrial—276.1—276.1
Wholesale—19.5—19.5
Miscellaneous(1)—(0.9)—(0.9)
Subtotal$—$947.6$—$947.6
Total Customer Revenues**(2)**1,832.21,563.8—3,396.0
Other Revenues**(3)**9.658.22.470.2
Total Operating Revenues$1,841.8$1,622.0$2.4$3,466.2
(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations primarily relate to late fees and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms, MISO multi-value projects and revenue from non-jurisdictional transmission assets. Amounts included in Corporate and Other primarily relate to products and services revenue.
Six months ended June 30, 2024 (in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Gas Distribution
Residential$960.3$290.7$—$1,251.0
Commercial317.3105.4—$422.7
Industrial73.139.9—$113.0
Off-system23.4——$23.4
Wholesale1.0——$1.0
Miscellaneous(1)12.510.5—$23.0
Subtotal$1,387.6$446.5$—$1,834.1
Electric Generation and Power Delivery
Residential$—$300.7$—$300.7
Commercial—297.3—$297.3
Industrial—235.6—$235.6
Wholesale—17.5—$17.5
Public Authority—4.0—$4.0
Miscellaneous(1)—7.9—$7.9
Subtotal$—$863.0$—$863.0
Total Customer Revenues**(2)**1,387.61,309.5—2,697.1
Other Revenues**(3)**53.540.10.393.9
Total Operating Revenues$1,441.1$1,349.6$0.3$2,791.0
(1)Amounts included in Columbia Operations primarily relate to earnings share mechanisms and late fees. Amounts included in NIPSCO Operations, primarily relate to revenue refunds, public repairs and property rentals. (2)Customer revenue amounts exclude intersegment revenues. See Note 17, "Business Segment Information," for discussion of intersegment revenues. (3)Amounts included in Columbia Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms. Amounts included in NIPSCO Operations primarily relate to alternative revenue programs including weather normalization adjustment mechanisms, MISO multi-value projects and revenue from non-jurisdictional transmission assets.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Customer Accounts Receivable. Accounts receivable on our Condensed Consolidated Balance Sheets (unaudited) includes both billed and unbilled amounts, as well as certain amounts that are not related to customer revenues. Unbilled amounts of accounts receivable relate to a portion of a customer’s consumption of gas or electricity from the date of the last cycle billing through the last day of the month (balance sheet date). Factors taken into consideration when estimating unbilled revenue include historical usage, customer rates, and weather. A significant portion of our operations are subject to seasonal fluctuations in sales. During the heating season, primarily from November through March, revenues and receivables from gas sales are more significant than in other months. The balances of customer receivables as of June 30, 2025 and December 31, 2024 are presented in the table below. We had no significant contract assets or liabilities during the period. Additionally, we have not incurred any significant costs to obtain or fulfill contracts.

(in millions)Customer Accounts Receivable, Billed (less reserve)Customer Accounts Receivable, Unbilled (less reserve)
Balance as of December 31, 2024$525.1$408.1
Balance as of June 30, 2025519.6235.8

Utility revenues are billed to customers monthly on a cycle basis. We expect that substantially all customer accounts receivable will be collected following customer billing, as this revenue consists primarily of periodic, tariff-based billings for service and usage. We maintain common utility credit risk mitigation practices, including requiring deposits and actively pursuing collection of past due amounts. Our regulated operations also utilize certain regulatory mechanisms that facilitate recovery of bad debt costs within tariff-based rates, which provides further evidence of collectibility. It is probable that substantially all of the consideration to which we are entitled from customers will be collected upon satisfaction of performance obligations.

Allowance for Credit Losses. To evaluate for expected credit losses, customer account receivables are pooled based on similar risk characteristics, such as customer type, geography, payment terms, and related macro-economic risks. Expected credit losses are established using a model that considers historical collections experience, current information, and reasonable and supportable forecasts. Internal and external inputs are used in our credit model including, but not limited to, energy consumption trends, revenue projections, actual charge-offs data, recoveries data, shut-offs, customer delinquencies, final bill data, and inflation. We continuously evaluate available information relevant to assessing collectability of current and future receivables. We evaluate creditworthiness of specific customers periodically or following changes in facts and circumstances. When we become aware of a specific commercial or industrial customer's inability to pay, an allowance for expected credit losses is recorded for the relevant amount. We also monitor other circumstances that could affect our overall expected credit losses including, but not limited to, creditworthiness of overall population in service territories, adverse conditions impacting an industry sector, and current economic conditions.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

At each reporting period, we record expected credit losses to an allowance for credit losses account. When deemed to be uncollectible, customer accounts are written-off. A rollforward of our allowance for credit losses as of June 30, 2025 and December 31, 2024 are presented in the table below:

(in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Balance as of January 1, 2025$9.8$13.9$—$23.7
Current period provisions20.47.1—27.5
Write-offs charged against allowance(23.1)(5.5)—(28.6)
Recoveries of amounts previously written off4.30.4—4.7
Balance as of June 30, 2025$11.4$15.9$—$27.3
(in millions)Columbia OperationsNIPSCO OperationsCorporate and OtherTotal
Balance as of January 1, 2024$10.2$11.9$0.8$22.9
Current period provisions26.712.1—38.8
Write-offs charged against allowance(43.9)(11.0)(0.8)(55.7)
Recoveries of amounts previously written off16.80.9—17.7
Balance as of December 31, 2024$9.8$13.9$—$23.7

4. Noncontrolling Interests

Variable Interest Entities. A VIE is an entity in which the controlling interest is determined through means other than a majority voting interest. NIPSCO is the managing member and operator of two wind JVs, Rosewater and Indiana Crossroads Wind, which have 102 MW and 302 MW of nameplate capacity, respectively. NIPSCO is also the managing member and operator of two solar JVs, Indiana Crossroads Solar and Dunns Bridge I, which have a nameplate capacity of 200 MW and 265 MW, respectively. We have determined that these JVs are VIEs. NIPSCO controls decisions that are significant to these entities' ongoing operations and economic results. Therefore, we have concluded that NIPSCO is the primary beneficiary and have consolidated all four entities.

Members of each respective JV include NIPSCO (who is the managing member) and a tax equity partner. Earnings, tax attributes and cash flows are allocated to both NIPSCO and the tax equity partner in varying percentages by category and over the life of the partnership. NIPSCO and each tax equity partner contributed cash to the respective JV. Once the tax equity partner has earned their negotiated rate of return and have reached a stated contractual date, NIPSCO has the option to purchase the remaining interest in the respective JV, at fair market value, from the tax equity partner. NIPSCO has an obligation to purchase 100% of the electricity generated by each commercially operational JV.

We did not provide any financial or other support during the quarter that was not contractually required.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Our Condensed Consolidated Balance Sheets (unaudited) included the following assets and liabilities associated with VIEs.

(in millions)June 30, 2025December 31, 2024
Net property, plant and equipment$1,295.7$1,323.8
Current assets60.965.0
Total assets(1)1,356.61,388.8
Current liabilities53.953.7
Asset retirement obligations54.458.3
Finance lease obligations40.240.4
Total liabilities(1)(2)$148.5$152.4

(1)The assets of each consolidated VIE can only be used to settle obligations of the respective consolidated VIE. The creditors of the liabilities of the VIEs do not have recourse to the general credit of the primary beneficiary. (2)In addition to the amounts disclosed above there is a de minimis amount of other noncurrent assets and liabilities at Rosewater as of June 30, 2025.

Voting Interest Entities. We retain a controlling financial interest in NIPSCO Holdings II and its subsidiaries and consolidate their financial results. The following table provides information about the contributions from and distributions to our NIPSCO minority interest holders included in our Condensed Statements of Consolidated Cash Flows (unaudited) and Condensed Statements of Consolidated Equity (unaudited).

Three Months Ended June 30,Six Months Ended June 30,
(in millions)2025202420252024
Contributions from NIPSCO minority interest holders$99.5$59.7$134.3$59.7
Distributions to NIPSCO minority interest holders26.920.244.420.2

5. Earnings Per Share

The calculations of basic and diluted EPS are based on the weighted average number of shares of common stock and potential common stock outstanding during the period. Diluted EPS includes the incremental effects of the various long-term incentive compensation plans and ATM forward sale agreements under the treasury stock method when the impact would be dilutive (See Note 6, "Equity").

We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a non-forfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

The following table presents the calculation of our basic and diluted EPS:

Three Months Ended June 30,Six Months Ended June 30,
(in millions, except per share amounts)2025202420252024
Numerator:
Net Income Available to Common Shareholders$102.2$85.8$577.0$430.1
Less: Income allocated to participating securities0.30.41.10.7
Net Income Available to Common Shareholders - Basic101.985.4575.9429.4
Net Income Available to Common Shareholders - Diluted$101.9$85.4$575.9$429.4
Denominator:
Average common shares outstanding - Basic471.0448.5470.6448.2
Dilutive potential common shares:
Shares contingently issuable under employee stock plans1.00.71.20.8
Shares restricted under employee stock plans0.10.30.50.3
ATM forward sale agreements—0.7—0.5
Average Common Shares - Diluted472.1450.2472.3449.8
Earnings per common share:
Basic$0.22$0.191.220.96
Diluted$0.22$0.191.220.95

6. Equity

ATM Program. In February 2024, we entered into eight separate equity distribution agreements pursuant to which we are able to sell up to an aggregate of $900.0 million of our common stock.

In February 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 2,000,000 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $40.10 per share. We may settle the forward sale agreement in shares, cash or net shares by December 31, 2025. Had we settled all the shares under the forward sale agreement at June 30, 2025, we would have received approximately $80.0 million, based on a net price of $40.00 per share.

In March 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 1,707,320 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $41.00 per share. We may settle the forward sale agreement in shares, cash or net shares by December 31, 2025. Had we settled all the shares under the forward sale agreement at June 30, 2025, we would have received approximately $69.8 million, based on a net price of $40.89 per share.

In June 2025, we executed a forward sale agreement, which allows us to issue a fixed number of shares at a price to be settled in the future. The forward purchaser under our forward sale agreement borrowed 2,518,393 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $39.71 per share. We may settle the forward sale agreement in shares, cash or net shares by December 31, 2025. Had we settled all the shares under the forward sale agreement at June 30, 2025, we would have received approximately $99.1 million, based on a net price of $39.34 per share.

As of June 30, 2025, the ATM program (inclusive of the forward sale agreements) had approximately $47.5 million of common stock available for issuance. The program expires on December 31, 2025.

Series B and B-1 Preferred Stock. 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.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

There were no dividends declared per share for the Series B Preferred Stock during the three months ended June 30, 2025 and 2024. Dividends declared per share for the Series B Preferred Stock were zero and $406.25 during the six months ended June 30, 2025 and 2024, respectively.

7. Short-Term Borrowings

We generate short-term borrowings from our revolving credit facility, commercial paper program, and accounts receivable transfer programs. Each of these borrowing sources is described further below.

Revolving Credit Facility. We maintain a revolving credit facility to fund ongoing working capital requirements, including the provision of liquidity support for our commercial paper program, the issuance of letters of credit and general corporate purposes. Our revolving credit facility has a program limit of $1.85 billion and is comprised of a syndicate of banks. We had no outstanding borrowings under this facility as of June 30, 2025 and December 31, 2024.

Commercial Paper Program. Our commercial paper program has a program limit of $1.85 billion. We had zero and $604.6 million of commercial paper outstanding with weighted-average interest rates of zero and 4.73% as of June 30, 2025 and December 31, 2024, respectively.

Accounts Receivable Transfer Programs. Columbia of Ohio, NIPSCO, and Columbia of Pennsylvania each maintain a receivables agreement whereby they transfer their customer accounts receivables to third-party financial institutions through consolidated special purpose entities. The three agreements expire between August 2025 and May 2026 and may be further extended if mutually agreed to by the parties thereto.

All receivables transferred to third parties are valued at face value, which approximates fair value due to their short-term nature. The amount of the undivided percentage ownership interest in the accounts receivables transferred is determined in part by required loss reserves under the agreements.

Transfers of accounts receivable are accounted for as secured borrowings resulting in the recognition of short-term borrowings on the Condensed Consolidated Balance Sheets (unaudited). As of June 30, 2025, the maximum amount of debt that could be borrowed related to our accounts receivable programs was $245.0 million.

We had no short-term borrowings related to the securitization transactions as of June 30, 2025 and December 31, 2024.

For the six months ended June 30, 2025 and 2024, zero and $337.6 million, respectively, were recorded as cash flows used for financing activities related to the change in short-term borrowings due to securitization transactions. Columbia of Ohio, NIPSCO and Columbia of Pennsylvania remain responsible for collecting on the receivables securitized, and the receivables cannot be transferred to another party.

Items listed above, are presented net in the Condensed Statements of Consolidated Cash Flows (unaudited) as their maturities are less than 90 days.

8. Long-Term Debt

On March 27, 2025, we completed the issuance and sale of $750.0 million of 5.850% senior unsecured notes maturing in 2055, which resulted in approximately $739.6 million of net proceeds after discount and debt issuance costs.

On June 27, 2025, we completed the issuance and sale of an additional $750.0 million of 5.850% senior unsecured notes maturing in 2055 (the "2055 Notes"). The terms of the 2055 Notes, other than the issue date and the price to the public, are identical to the terms of, and constitute a reopening of, our 5.850% senior unsecured notes maturing in 2055 issued on March 27, 2025. With the incremental issuance, we now have $1.5 billion of 5.850% senior unsecured notes maturing in 2055. On June 27, 2025, we also completed the issuance and sale of $900.0 million of 5.350% senior unsecured notes maturing in 2035 (the "2035 Notes"). The issuances of the additional 2055 Notes and the 2035 Notes in June 2025 resulted in approximately $1.616 billion of total net proceeds after discount and debt issuance costs.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

9. Regulatory Matters

Regulatory Assets and Liabilities. We follow the accounting and reporting requirements of ASC Topic 980, which provides that regulated entities account for and report assets and liabilities consistent with the economic effect of regulatory rate-making procedures when the rates established are designed to recover the costs of providing the regulated service and it is probable that such rates will be charged and collected from customers. Certain expenses and credits subject to utility regulation or rate determination normally reflected in income or expense are deferred on the balance sheet and are recognized in the income statement as the related amounts are included in customer rates and recovered from or refunded to customers. We assess the probability of collection for all of our regulatory assets each period. The offset to the regulatory liability associated with our renewable investments included in regulated rates is recorded in "Depreciation and amortization" on the Condensed Statements of Consolidated Income (unaudited).

Renewable generation filings**.** In February 2025, NIPSCO filed a petition with the IURC to, after notice and hearing, issue an order modifying its February 13, 2023 order that approved a power purchase agreement related to Templeton and allow for NIPSCO to fully own Templeton. A final order is expected in October 2025.

NIPSCO GenCo filing. In January 2025, NIPSCO GenCo, a subsidiary of NIPSCO Holdings II, filed a declination of jurisdiction petition with the IURC related to the ownership, development, financing, construction and operation of generation facilities. This is an administrative filing and is a step in NIPSCO’s effort to set up a framework to accommodate megaload customers, including data centers. A settlement agreement among GenCo, NIPSCO, and a coalition of NIPSCO's largest industrial customers has been reached and filed with the IURC. The evidentiary hearing was held on July 1, and an order is expected in the third quarter of 2025.

NIPSCO Electric rate case filing. On February 7, 2025, NIPSCO and certain intervening parties filed a Joint Stipulation and Settlement Agreement with the IURC. The IURC issued an Order on June 26, 2025, approving the Settlement Agreement without modification. New rates will be implemented in multiple steps beginning in July 2025 through the beginning of 2026.

10. Risk Management Activities

We are exposed to certain risks relating to our ongoing business operations; namely commodity price risk and interest rate risk. We recognize that the prudent and selective use of derivatives may help to limit volatility in the price of natural gas and manage interest rate exposure.

Risk management assets and liabilities on our derivatives are presented on the Condensed Consolidated Balance Sheets (unaudited) as shown below:

June 30, 2025December 31, 2024
(in millions)AssetsLiabilitiesAssetsLiabilities
Current(1)
Derivatives not designated as hedging instruments$16.6$1.7$9.1$2.3
Total$16.6$1.7$9.1$2.3
Noncurrent(2)
Derivatives not designated as hedging instruments$20.3$3.8$17.9$1.2
Total$20.3$3.8$17.9$1.2

(1)Current assets and liabilities are presented in "Other current assets" and "Other accruals", respectively, on the Condensed Consolidated Balance Sheets (unaudited).

(2)Noncurrent assets and liabilities are presented in "Deferred charges and other" and "Other noncurrent liabilities and deferred credits", respectively, on the Condensed Consolidated Balance Sheets (unaudited).

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

Our derivative instruments are subject to enforceable master netting arrangements or similar agreements. No collateral was either received or posted related to our outstanding derivative positions at June 30, 2025. If the above gross asset and liability positions were presented net of amounts owed or receivable from counterparties, we would report a net asset position of $31.4 million and $23.5 million at June 30, 2025 and December 31, 2024, respectively.

Derivatives Not Designated as Hedging Instruments

Commodity price risk management. We, along with our utility customers, are exposed to variability in cash flows associated with natural gas purchases and volatility in natural gas prices. We purchase natural gas for sale and delivery to our retail, commercial and industrial customers, and for most customers the variability in the market price of gas is passed through in their rates. Some of our utility subsidiaries offer programs whereby variability in the market price of gas is assumed by the respective utility. The objective of our commodity price risk programs is to mitigate the gas cost variability on behalf of our customers associated with natural gas purchases or sales by economically hedging the various gas cost components using a combination of futures, options, forwards or other derivative contracts. At June 30, 2025 and December 31, 2024, we had 90.8 MMDth and 77.8 MMDth, respectively, of net energy derivative volumes outstanding related to our natural gas hedges.

NIPSCO has received IURC approval to lock in a fixed price for its natural gas customers using long-term forward purchase instruments and is limited to 20% of NIPSCO's average annual GCA purchase volume. As of June 30, 2025, the remaining terms of these instruments range from one to seven years. Likewise, Columbia of Pennsylvania has received approval for a 24-month rolling hedge program. The hedging program was executed in December 2023, with an effective date of April 1, 2024 and will continue in perpetuity. The program is designed to financially hedge approximately 20% of the customers' annual demand. All gains and losses on these derivative contracts are deferred as regulatory liabilities or assets and are remitted to or collected from customers through the relevant cost recovery mechanism.

The following table summarizes the gains and losses associated with the commodity price risk programs deferred as regulatory assets and liabilities:

(in millions)June 30, 2025December 31, 2024
Regulatory Assets
Losses on commodity price risk programs$6.9$6.5
Regulatory Liabilities
Gains on commodity price risk programs40.128.7

Our derivative instruments measured at fair value as of June 30, 2025 and December 31, 2024 do not contain any credit-risk-related contingent features.

Derivatives Designated as Hedging Instruments

Interest rate risk management. As of June 30, 2025 and December 31, 2024 we had no active interest rate swap positions. The overall net loss related to our multiple settled interest rate swaps is recorded in AOCI. We amortize the net loss over the life of the debt associated with these swaps as we recognize interest expense. These amounts were immaterial for the three and six months ended June 30, 2025 and 2024 and are recorded in "Interest expense, net" on the Condensed Statements of Consolidated Income (unaudited). Amounts expected to be reclassified to earnings during the next twelve months are immaterial. See Note 16, "Accumulated Other Comprehensive Loss," for additional information.

Table of Contents****`

ITEM 1. FINANCIAL STATEMENTS (continued)

NiSource Inc.

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

11. Fair Value

A. Fair Value Measurements

Recurring Fair Value Measurements

The following tables present financial assets and liabilities measured and recorded at fair value on our Condensed Consolidated Balance Sheets (unaudited) on a recurring basis and their level within the fair value hierarchy as of June 30, 2025 and December 31, 2024:

Recurring Fair Value Measurements June 30, 2025 (in millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Balance as of June 30, 2025
Assets
U.S. Treasury debt securities(1)$1.5$—$—$1.5
Risk management assets—36.9—36.9
Available-for-sale debt securities—144.9—144.9
Equity securities(2)(3)$6.1$—$—$6.1
Total$7.6$181.8$—$189.4
Liabilities
Risk management liabilities$—$5.5$—$5.5
Total$—$5.5$—$5.5

(1)Treasury bills are presented in "Cash and cash equivalents" and "Restricted cash" on the Consolidated Balance Sheets.

(2)Equity securities are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Equity securities are presented in "Other Investments" on the Consolidated Balance Sheets.

(3)As of June 30, 2025, the investment cost of equity securities was $5.9 million, gross unrealized gains were $0.2 million, and the fair value was $6.1 million.

Recurring Fair Value Measurements December 31, 2024 (in millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Balance as of December 31, 2024
Assets
U.S. Treasury debt securities(1)$80.1$—$—$80.1
Risk management assets—27.0—27.0
Available-for-sale debt securities—86.7—86.7
Total$80.1$113.7$—$193.8
Liabilities
Risk management liabilities$—$3.5$—$3.5
Total$—$3.5$—$3.5

(1)Treasury bills are presented in "Cash and cash equivalents" and "Restricted cash" on the Consolidated Balance Sheets.

Risk Management Assets and Liabilities. Risk management assets and liabilities include exchange-traded NYMEX futures and NYMEX options and non-exchange-based forward purchase contracts.

Level 1- When utilized, exchange-traded derivative contracts are based on unadjusted quoted prices in active markets and are classified within Level 1. These financial assets and liabilities are secured with cash on deposit with the exchange; therefore, nonperformance risk has not been incorporated into these valuations. These financial assets and liabilities are deemed to be cleared and settled daily by NYMEX as the related cash collateral is posted with the exchange. As a result of this exchange rule, NYMEX derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes, and are presented in Level 1 net of posted cash; however, the derivatives remain outstanding and are subject to future commodity price fluctuations until they are settled in accordance with their contractual terms.

Table of Contents****`

Next: Item 1. FINANCIAL STATEMENTS (continued)