NiSource 10-Q 2026-03-31
Filed 2026-05-06. 8 sections, 272K characters. Original on sec.gov · Markdown · JSON
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, 2026
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) |
(614) 460-6000
(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: 479,439,245 shares outstanding at April 29, 2026.
NISOURCE INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2026
Table of Contents
| 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. | |||||||
| GenCo | NIPSCO Generation LLC | |||||||
| Generation Holdings I | Generation Holdings I LLC | |||||||
| Generation Holdings II | Generation Holdings II LLC | |||||||
| NIPSCO | Northern Indiana Public Service Company LLC | |||||||
| NIPSCO Holdings I | NIPSCO Holdings I LLC | |||||||
| NIPSCO Holdings II | NIPSCO Holdings II LLC | |||||||
| NiSource ("we," "us" or "our") | NiSource Inc. | |||||||
| Rosewater | Rosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC | |||||||
| Indiana Crossroads Solar | Indiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC | |||||||
| Indiana Crossroads Wind | Indiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC | |||||||
| Dunn's Bridge I | Dunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunn's Bridge Solar Center, LLC | |||||||
| Abbreviations and Other | ||||||||
| ADS | Amazon Data Services, Inc, | |||||||
| ADS Contract | NIPSCO agreement to provide electricity to ADS' data centers | |||||||
| AFUDC | Allowance for funds used during construction | |||||||
| Alphabet | Alphabet, Inc. | |||||||
| Alphabet Contract | NIPSCO agreement to provide electricity to Alphabet's data centers | |||||||
| AOCI | Accumulated other comprehensive income (loss) | |||||||
| ASC | Accounting standards codification | |||||||
| ASU | Accounting standards update | |||||||
| ATM | At-the-market | |||||||
| BESS | Battery energy storage system | |||||||
| BIP Orion Holdco L.P. | BIP Orion Holdco L.P., a Delaware limited liability company and also an affiliate of Blackstone | |||||||
| BIP Orion Holdco II L.P. | BIP Orion Holdco II L.P., a Delaware limited liability company and also an affiliate of Blackstone | |||||||
| Blackstone | Blackstone Infrastructure Partners L.P. | |||||||
| Blackstone Investor | BIP Orion Holdco L.P. and BIP Orion Holdco II L.P. affiliates of Blackstone (GenCo Minority Interest Transaction) and Blackstone Infrastructure Partners, affiliates of Blackstone (NIPSCO Minority Interest Transaction) | |||||||
| BTA | Build-transfer agreement | |||||||
| CCGT | Combined cycle gas turbine | |||||||
| CCRs | Coal combustion residuals | |||||||
| CEO | Chief executive officer |
| DEFINED TERMS | ||||||||
| 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 | |||||||
| Contract Assets | Generation assets and related transmission infrastructure to be developed in connection with the ADS Contract | |||||||
| DSM | Demand side management | |||||||
| Dunn's Bridge II | Dunn's Bridge II Solar Generation LLC | |||||||
| EPA | United States Environmental Protection Agency | |||||||
| EPC | Engineering, procurement, and construction | |||||||
| EPC Contracts | Engineering, procurement, and construction contracts | |||||||
| EPS | Earnings per share | |||||||
| ESA | Energy storage agreement | |||||||
| FAC | Fuel adjustment clause | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FERC | Federal Energy Regulatory Commission | |||||||
| FMCA | Indiana federally mandated cost adjustment mechanism | |||||||
| GAAP | Generally Accepted Accounting Principles | |||||||
| GCA | Gas cost adjustment | |||||||
| GCT | Generation cost tracker | |||||||
| GenCo Minority Interest Transaction | A transaction between NiSource, Generation Holdings II (sole owner of GenCo) and Blackstone Investor entered into in October 2025, that offered equity interests in Generation Holdings II in exchange for capital contributions by the parties. | |||||||
| Generation Assets | Power generations facilities and battery storage to be developed in connection with the ADS Contract | |||||||
| Generation Holdings II LLC Agreement | Amended And Restated Limited Liability Company Agreement of Generation Holdings II | |||||||
| GHG | Greenhouse gases | |||||||
| GWh | Gigawatt hours | |||||||
| IRP | Ohio infrastructure replacement program | |||||||
| IURC | Indiana Utility Regulatory Commission | |||||||
| JV | Joint venture | |||||||
| MGP | Manufactured gas plant | |||||||
| MISO | Midcontinent Independent System Operator | |||||||
| MMDth | Million dekatherms | |||||||
| MW | Megawatts | |||||||
| MWh | Megawatt hours | |||||||
| NIPSCO Electric | The electric generation, transmission and distribution activities of the NIPSCO Operations reportable segment | |||||||
| NIPSCO Gas | The gas distribution activities of the NIPSCO Operations reportable segment | |||||||
| NIPSCO Holdings II LLC Agreement | Third Amended And Restated Limited Liability Company Agreement of NIPSCO Holdings II |
| DEFINED TERMS | ||||||||
| 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 | |||||||
| Pool Resource Assets | Portfolio of electric generation assets and related assets owned or contracted for by NIPSCO and/or its affiliates (primarily including GenCo) and designed to serve the needs of data center customers. | |||||||
| PPA | Power purchase agreement | |||||||
| ROE | Return on equity | |||||||
| 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 | |||||||
| Templeton | Templeton Wind Energy LLC | |||||||
| VIE | Variable interest entity | |||||||
| 2018 Plan | 2018 integrated resource plan | |||||||
| 2021 Plan | 2021 integrated resource plan | |||||||
| 2024 Plan | 2024 integrated resource plan | |||||||
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"). These forward-looking statements include, but are not limited to, statements concerning our plans, strategies, objectives, expected performance, planned 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 not statements of historical fact. Expressions of future goals and expectations and similar expressions reflecting something other than historical fact, including "may," "will," "should," "could," "would," "aims," "seeks," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "forecast," and "continue," 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. Investors and prospective investors should understand that many factors impact whether any forward-looking statement contained herein will, or can be, realized. Any one of those factors could cause actual results to differ materially from those projected.
Factors that could cause actual results to differ materially from those projected in any forward-looking statement 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;
-
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 JV partners;
-
our ability to construct, develop and place into service the Contract Assets, Pool Resource Assets and any other generation or transmission assets we develop to support future data center contracts on time or at all and consistent with initial cost estimates, as well as the performance of such assets once constructed and placed into service;
-
our ability to obtain the significant additional financing required to construct the Contract Assets and any other generation or transmission assets we develop to support future data center contracts on favorable terms, if at all;
-
our ability to recover our investments and realize our expected return under the ADS Contract and any future data center contracts that we enter into;
-
our ability to maintain our investment grade credit ratings as we finance and pursue our data center strategy, including our performance under the ADS Contract and any future data center contracts that we enter into;
-
ADS performance under the ADS Contract and the performance of our customers under any future data center contracts;
-
any decisions by ADS to terminate or reduce the committed capacity under the ADS Contract or any decision by any customer under any future data center contract to terminate or reduce the committed capacity under the contract;
-
potential changes in the MISO accreditation treatment of capacity resources;
-
our ability to adapt to, and manage costs related to, advances in technology, including alternative energy sources and changes in related 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 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;
-
regulation and the impact of regulatory rate reviews;
-
our ability to obtain expected financial or regulatory outcomes;
-
potential cybersecurity attacks or security breaches;
-
increased requirements and costs related to cybersecurity;
-
any damage to our reputation;
-
the impacts of natural disasters, acts of terrorism, acts of war 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 ratings or the credit ratings of certain of our subsidiaries;
-
adverse economic and capital market conditions, including increases in inflation or interest rates, recession, or changes in investor sentiment;
-
the actions of activist stockholders;
-
economic conditions in certain industries;
-
the ability 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;
-
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 Operations,” 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, 2025, 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 statement to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to expected results over time or otherwise, except as required by law.
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) | 2026 | 2025 | |||||||||||||||||||||
| Operating Revenues | |||||||||||||||||||||||
| Customer revenues | $ | 2,322.3 | $ | 2,149.5 | |||||||||||||||||||
| Other revenues | 40.8 | 33.7 | |||||||||||||||||||||
| Total Operating Revenues | 2,363.1 | 2,183.2 | |||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||
| Cost of energy | 669.2 | 647.5 | |||||||||||||||||||||
| Operation and maintenance | 489.2 | 427.8 | |||||||||||||||||||||
| Depreciation and amortization | 288.3 | 258.6 | |||||||||||||||||||||
| Loss on impairment of assets | — | 0.3 | |||||||||||||||||||||
| Other taxes | 97.2 | 89.6 | |||||||||||||||||||||
| Total Operating Expenses | 1,543.9 | 1,423.8 | |||||||||||||||||||||
| Operating Income | 819.2 | 759.4 | |||||||||||||||||||||
| Other Income (Deductions) | |||||||||||||||||||||||
| Interest expense, net | (191.6) | (132.8) | |||||||||||||||||||||
| Other, net | 14.4 | 5.8 | |||||||||||||||||||||
| Total Other Deductions, Net | (177.2) | (127.0) | |||||||||||||||||||||
| Income before Income Taxes | 642.0 | 632.4 | |||||||||||||||||||||
| Income Taxes | 85.8 | 105.7 | |||||||||||||||||||||
| Net Income | 556.2 | 526.7 | |||||||||||||||||||||
| Net income attributable to noncontrolling interest | 49.1 | 51.9 | |||||||||||||||||||||
| Net Income Attributable to NiSource | 507.1 | 474.8 | |||||||||||||||||||||
| Preferred dividends redemption premium | 3.6 | — | |||||||||||||||||||||
| Net Income Available to Common Shareholders | $ | 510.7 | $ | 474.8 | |||||||||||||||||||
| Earnings Per Share | |||||||||||||||||||||||
| Basic Earnings Per Share | $ | 1.06 | $ | 1.01 | |||||||||||||||||||
| Diluted Earnings Per Share | $ | 1.06 | $ | 1.00 | |||||||||||||||||||
| Basic Average Common Shares Outstanding | 479.0 | 470.4 | |||||||||||||||||||||
| Diluted Average Common Shares | 480.9 | 472.5 |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Comprehensive Income (unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions, net of taxes) | 2026 | 2025 | |||||||||||||||||||||
| Net Income | $ | 556.2 | $ | 526.7 | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Net unrealized (loss) gain on available-for-sale debt securities(1) | (1.2) | 0.8 | |||||||||||||||||||||
| Reclassification adjustment for cash flow hedges | (0.1) | (0.1) | |||||||||||||||||||||
| Unrecognized pension and OPEB benefit (costs)(2) | (1.7) | 0.5 | |||||||||||||||||||||
| Total other comprehensive (loss) income | (3.0) | 1.2 | |||||||||||||||||||||
| Comprehensive Income | $ | 553.2 | $ | 527.9 | |||||||||||||||||||
(1)Net unrealized (loss) gain on available-for-sale debt securities, net of $0.3 million tax benefit and $0.2 million tax expense in the first quarter of 2026 and 2025, respectively.
(2)Unrecognized pension and OPEB benefit (cost), net of $1.5 million tax expense and $0.1 million tax expense in the first quarter of 2026 and 2025, respectively.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited)
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Property, Plant and Equipment | |||||||||||
| Plant | $ | 39,043.9 | $ | 38,058.8 | |||||||
| Accumulated depreciation and amortization | (9,616.5) | (9,370.6) | |||||||||
| Net Property, Plant and Equipment(1) | 29,427.4 | 28,688.2 | |||||||||
| Investments and Other Assets | |||||||||||
| Unconsolidated affiliates | 8.2 | 8.1 | |||||||||
| Available-for-sale debt securities (amortized cost of $157.8 and $145.8) | 156.7 | 146.1 | |||||||||
| Other investments | 116.3 | 118.6 | |||||||||
| Total Investments and Other Assets | 281.2 | 272.8 | |||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | 71.9 | 110.1 | |||||||||
| Restricted cash | 25.2 | 25.6 | |||||||||
| Accounts receivable | 1,281.2 | 1,238.1 | |||||||||
| Allowance for credit losses | (46.1) | (40.6) | |||||||||
| Accounts receivable, net | 1,235.1 | 1,197.5 | |||||||||
| Gas storage | 88.4 | 252.0 | |||||||||
| Materials and supplies, at average cost | 193.8 | 189.0 | |||||||||
| Electric production fuel, at average cost | 21.3 | 8.5 | |||||||||
| Exchange gas receivable | 69.6 | 66.0 | |||||||||
| Regulatory assets | 380.6 | 274.2 | |||||||||
| Income tax receivable | 11.5 | 15.7 | |||||||||
| Prepayments | 209.1 | 149.3 | |||||||||
| Other current assets | 102.5 | 89.3 | |||||||||
| Total Current Assets(1) | 2,409.0 | 2,377.2 | |||||||||
| Other Assets | |||||||||||
| Regulatory assets | 2,301.9 | 2,225.2 | |||||||||
| Goodwill | 1,485.9 | 1,485.9 | |||||||||
| Deferred charges and other(2) | 695.6 | 809.4 | |||||||||
| Total Other Assets | 4,483.4 | 4,520.5 | |||||||||
| Total Assets | $ | 36,601.0 | $ | 35,858.7 |
(1)Includes $1,506.4 million and $1,312.7 million at March 31, 2026 and December 31, 2025, respectively, of net property, plant and equipment assets and $110.1 million and $90.1 million at March 31, 2026 and December 31, 2025, 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.
(2)Includes $199.0 million and $305.4 million at March 31, 2026 and December 31, 2025, respectively, of advanced deposits of project costs of consolidated VIEs that may be used only to settle obligations of the consolidated VIEs. Refer to Note 4, "Noncontrolling Interests," for additional information.
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Consolidated Balance Sheets (unaudited) (continued)
| (in millions, except share amounts) | March 31, 2026 | December 31, 2025 | ||||||||||||
| CAPITALIZATION AND LIABILITIES | ||||||||||||||
| Capitalization | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| Common stock - $0.01 par value,750,000,000 shares authorized; 479,364,801 and 478,432,058 shares outstanding, respectively | $ | 4.8 | $ | 4.8 | ||||||||||
| Treasury stock | (99.9) | (99.9) | ||||||||||||
| Additional paid-in capital | 9,859.1 | 9,866.6 | ||||||||||||
| Retained deficit | (96.6) | (315.2) | ||||||||||||
| Accumulated other comprehensive loss | (9.2) | (6.2) | ||||||||||||
| Total NiSource Stockholders’ Equity | 9,658.2 | 9,450.1 | ||||||||||||
| Noncontrolling interest in consolidated subsidiaries | 2,269.3 | 2,209.8 | ||||||||||||
| Total Stockholders’ Equity | 11,927.5 | 11,659.9 | ||||||||||||
| Long-term debt, excluding amounts due within one year | 15,458.9 | 15,457.8 | ||||||||||||
| Total Capitalization | 27,386.4 | 27,117.7 | ||||||||||||
| Current Liabilities | ||||||||||||||
| Current portion of long-term debt | 16.8 | 19.7 | ||||||||||||
| Short-term borrowings | 1,291.0 | 736.0 | ||||||||||||
| Accounts payable | 999.3 | 1,124.5 | ||||||||||||
| Dividends payable - common stock | 147.4 | 4.4 | ||||||||||||
| Customer deposits and credits | 148.1 | 283.4 | ||||||||||||
| Taxes accrued | 240.8 | 228.8 | ||||||||||||
| Interest accrued | 218.8 | 206.2 | ||||||||||||
| Asset retirement obligations | 49.9 | 55.0 | ||||||||||||
| Exchange gas payable | 56.5 | 125.4 | ||||||||||||
| Regulatory liabilities | 204.3 | 260.1 | ||||||||||||
| Accrued compensation and employee benefits | 153.5 | 246.8 | ||||||||||||
| Other accruals | 200.4 | 167.1 | ||||||||||||
| Total Current Liabilities(1) | 3,726.8 | 3,457.4 | ||||||||||||
| Other Liabilities | ||||||||||||||
| Deferred income taxes | 2,588.2 | 2,500.1 | ||||||||||||
| Deferred credits | 79.6 | 77.2 | ||||||||||||
| Accrued liability for postretirement and postemployment benefits | 157.9 | 153.1 | ||||||||||||
| Regulatory liabilities | 1,579.1 | 1,513.3 | ||||||||||||
| Asset retirement obligations | 793.4 | 781.9 | ||||||||||||
| Other noncurrent liabilities | 289.6 | 258.0 | ||||||||||||
| Total Other Liabilities(1) | 5,487.8 | 5,283.6 | ||||||||||||
| Commitments and Contingencies (Refer to Note 13, "Other Commitments and Contingencies") | ||||||||||||||
| Total Capitalization and Liabilities | $ | 36,601.0 | $ | 35,858.7 |
(1)Includes $134.1 million and $56.9 million at March 31, 2026 and December 31, 2025, respectively, of current liabilities and $56.3 million and $55.7 million at March 31, 2026 and December 31, 2025, respectively, of other liabilities, and finance leases of $40.1 million at March 31, 2026 and December 31, 2025, 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.
ITEM 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Cash Flows (unaudited)
| Three Months Ended March 31, (in millions) | 2026 | 2025 | |||||||||
| Operating Activities | |||||||||||
| Net Income | $ | 556.2 | $ | 526.7 | |||||||
| Adjustments to Reconcile Net Income to Net Cash from Operating Activities: | |||||||||||
| Depreciation and amortization | 288.3 | 258.6 | |||||||||
| Deferred income taxes and investment tax credits | 75.8 | 91.3 | |||||||||
| Payments for asset retirement obligations | (15.5) | (10.4) | |||||||||
| Other adjustments | 18.3 | 7.1 | |||||||||
| Changes in Assets and Liabilities: | |||||||||||
| Components of working capital(1) | (531.5) | (205.3) | |||||||||
| Regulatory assets/liabilities | 50.5 | 10.3 | |||||||||
| Other noncurrent liabilities and deferred credits and charges | 0.2 | 8.1 | |||||||||
| Net Cash Flows from Operating Activities | 442.3 | 686.4 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (805.2) | (637.3) | |||||||||
| Milestone payments to renewable generation asset developers | — | (554.2) | |||||||||
| Advanced deposits | (22.4) | (125.3) | |||||||||
| Other investing activities | (45.0) | (35.9) | |||||||||
| Net Cash Flows used for Investing Activities | (872.6) | (1,352.7) | |||||||||
| Financing Activities | |||||||||||
| Proceeds from issuance of long-term debt | — | 741.5 | |||||||||
| Repayments of finance lease obligations | (5.9) | (5.5) | |||||||||
| Net change in commercial paper and other short-term borrowings | 555.0 | 166.4 | |||||||||
| Issuance of common stock, net of issuance costs | 3.9 | 3.2 | |||||||||
| Equity costs, premiums and other debt related costs | (22.7) | (15.4) | |||||||||
| Contributions from NIPSCO and GenCo minority interest holders | 33.5 | 34.8 | |||||||||
| Distribution to NIPSCO minority interest holders | (19.9) | (17.5) | |||||||||
| Distributions to tax equity partners | (3.2) | (4.1) | |||||||||
| Dividends paid - common stock | (149.0) | (132.0) | |||||||||
| Net Cash Flows from Financing Activities | 391.7 | 771.4 | |||||||||
| Change in cash, cash equivalents and restricted cash | (38.6) | 105.1 | |||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 135.7 | 198.6 | |||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | 97.1 | $ | 303.7 | |||||||
| (1) Refer to Note 17, "Supplemental Disclosures of Cash Flow Information," for additional information. |
Reconciliation to Balance Sheet
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | 71.9 | 110.1 | |||||||||
| Restricted cash | 25.2 | 25.6 | |||||||||
| Total Cash, Cash Equivalents and Restricted Cash | 97.1 | 135.7 |
The accompanying Notes to Condensed Consolidated Financial Statements (unaudited) are an integral part of these statements.
Item 1. FINANCIAL STATEMENTS (continued)
NiSource Inc.
Condensed Statements of Consolidated Equity (unaudited)
| (in millions) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest in Consolidated Subsidiaries | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | 4.8 | $ | (99.9) | $ | 9,866.6 | $ | (315.2) | $ | (6.2) | $ | 2,209.8 | $ | 11,659.9 | |||||||||||||||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 507.1 | — | 49.1 | 556.2 | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | (3.0) | — | (3.0) | ||||||||||||||||||||||||||||||||||||||||
| Dividends: | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock ($0.60 per share) | — | — | — | (292.1) | — | — | (292.1) | ||||||||||||||||||||||||||||||||||||||||
| Noncontrolling Interests: | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | 33.5 | 33.5 | ||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | (23.1) | (23.1) | ||||||||||||||||||||||||||||||||||||||||
| Stock issuances (redemptions): | |||||||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred stock redemption premium | — | — | — | 3.6 | — | — | 3.6 | ||||||||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | — | — | 1.9 | — | — | — | 1.9 | ||||||||||||||||||||||||||||||||||||||||
| Long-term incentive plan | — | — | (12.0) | — | — | — | (12.0) | ||||||||||||||||||||||||||||||||||||||||
| 401(k) and profit sharing | — | — | 2.6 |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
Financial and operational data for the NIPSCO Operations segment, which services both gas and electric customers, for the three months ended March 31, 2026 and 2025 are presented below.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||
| NIPSCO Operations | |||||||||||||||||||||||||||||||||||
| Operating Revenues | $ | 1,038.8 | $ | 941.7 | $ | 97.1 | |||||||||||||||||||||||||||||
| Operating Expenses | |||||||||||||||||||||||||||||||||||
| Cost of energy | 285.3 | 267.7 | (17.6) | ||||||||||||||||||||||||||||||||
| Operation and maintenance | 221.4 | 202.0 | (19.4) | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 162.7 | 141.3 | (21.4) | ||||||||||||||||||||||||||||||||
| Loss on impairment of assets | — | 0.3 | 0.3 | ||||||||||||||||||||||||||||||||
| Other taxes | 20.9 | 18.5 | (2.4) | ||||||||||||||||||||||||||||||||
| Total Operating Expenses | 690.3 | 629.8 | (60.5) | ||||||||||||||||||||||||||||||||
| Operating Income | $ | 348.5 | $ | 311.9 | $ | 36.6 | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||
| NIPSCO Electric | |||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Residential | $ | 178.4 | $ | 167.9 | $ | 10.5 | |||||||||||||||||||||||||||||
| Commercial | 173.6 | 160.1 | 13.5 | ||||||||||||||||||||||||||||||||
| Industrial | 156.9 | 142.8 | 14.1 | ||||||||||||||||||||||||||||||||
| Wholesale and Other | 43.2 | 30.4 | 12.8 | ||||||||||||||||||||||||||||||||
| Total | $ | 552.1 | $ | 501.2 | $ | 50.9 | |||||||||||||||||||||||||||||
| Sales (GWh) | |||||||||||||||||||||||||||||||||||
| Residential | 786.4 | 810.4 | (24.0) | ||||||||||||||||||||||||||||||||
| Commercial | 898.9 | 884.8 | 14.1 | ||||||||||||||||||||||||||||||||
| Industrial | 2,151.4 | 2,136.0 | 15.4 | ||||||||||||||||||||||||||||||||
| Wholesale and Other | 155.0 | 180.5 | (25.5) | ||||||||||||||||||||||||||||||||
| Total | 3,991.7 | 4,011.7 | (20.0) | ||||||||||||||||||||||||||||||||
| NIPSCO Electric Customers | |||||||||||||||||||||||||||||||||||
| Residential | 434,519 | 431,351 | 3,168 | ||||||||||||||||||||||||||||||||
| Commercial | 59,843 | 59,286 | 557 | ||||||||||||||||||||||||||||||||
| Industrial | 2,107 | 2,112 | (5) | ||||||||||||||||||||||||||||||||
| Wholesale and Other | 702 | 707 | (5) | ||||||||||||||||||||||||||||||||
| Total | 497,171 | 493,456 | 3,715 | ||||||||||||||||||||||||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||
| NIPSCO Gas | |||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Residential | $ | 330.0 | $ | 298.7 | $ | 31.3 | |||||||||||||||||||||||||||||
| Commercial | 118.7 | 105.1 | 13.6 | ||||||||||||||||||||||||||||||||
| Industrial | 34.1 | 31.4 | 2.7 | ||||||||||||||||||||||||||||||||
| Other | 3.9 | 5.3 | (1.4) | ||||||||||||||||||||||||||||||||
| Total | $ | 486.7 | $ | 440.5 | $ | 46.2 | |||||||||||||||||||||||||||||
| Sales and Transportation Volumes (MMDth) | |||||||||||||||||||||||||||||||||||
| Residential | 31.5 | 32.7 | (1.2) | ||||||||||||||||||||||||||||||||
| Commercial | 19.5 | 20.3 | (0.8) | ||||||||||||||||||||||||||||||||
| Industrial | 71.2 | 73.8 | (2.6) | ||||||||||||||||||||||||||||||||
| Total | 122.2 | 126.8 | (4.6) | ||||||||||||||||||||||||||||||||
| Heating Degree Days | 2,917 | 3,015 | (98) | ||||||||||||||||||||||||||||||||
| Normal Heating Degree Days | 3,049 | 3,079 | (30) | ||||||||||||||||||||||||||||||||
| % Warmer than Normal | (4) | % | (2) | % | |||||||||||||||||||||||||||||||
| % Warmer than prior year | (3) | % | |||||||||||||||||||||||||||||||||
| NIPSCO Gas Customers | |||||||||||||||||||||||||||||||||||
| Residential | 809,503 | 803,206 | 6,297 | ||||||||||||||||||||||||||||||||
| Commercial | 67,011 | 66,699 | 312 | ||||||||||||||||||||||||||||||||
| Industrial | 2,665 | 2,721 | (56) | ||||||||||||||||||||||||||||||||
| Total | 879,179 | 872,626 | 6,553 |
Comparability of operation and maintenance expenses and depreciation and amortization may be impacted by regulatory and depreciation trackers that allow for the recovery in rates of certain costs.
The underlying reasons for changes in our operating revenues for the three months ended March 31, 2026 compared to the same period in 2025 are presented below.
| Favorable (Unfavorable) | ||||||||||||||||||||
| Changes in Operating Revenues (in millions) | Three Months Ended March 31, 2026 vs 2025 | |||||||||||||||||||
| Rates from base rate proceedings, regulatory capital and DSM programs | $ | 83.7 | ||||||||||||||||||
| The effects of customer growth | 4.0 | |||||||||||||||||||
| The effects of weather in 2026 compared to 2025, net of NIPSCO Gas' weather normalization mechanism | (7.9) | |||||||||||||||||||
| The effects of customer usage | (6.3) | |||||||||||||||||||
| Other | 1.9 | |||||||||||||||||||
| Change in operating revenues (before cost of energy and other tracked items) | $ | 75.4 | ||||||||||||||||||
| Operating revenues offset in operating expense | ||||||||||||||||||||
| Higher cost of energy billed to customers | 17.6 | |||||||||||||||||||
| Higher tracker deferrals within operation and maintenance, depreciation and tax | 4.1 | |||||||||||||||||||
| Total change in operating revenues | $ | 97.1 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
Weather
The results of operations for the NIPSCO Operations segment include income from both electric and gas services. In general, we calculate the weather-related revenue variance based on changing customer demand driven by weather variance from normal cooling degree days and normal heating degree days, net of NIPSCO Gas' weather normalization mechanism. Our composite cooling and heating degree days reported do not directly correlate to the weather-related dollar impact on the results of NIPSCO Operations. Cooling and heating degree days experienced during different times of the year or in different operating locations may have more or less impact on volume and dollars depending on when they occur. When the detailed results are combined for reporting, there may be weather-related dollar impacts on operations when there is not an apparent or significant change in our aggregated composite cooling and heating degree day comparison.
Sales
The decrease in total volumes sold to electric customers for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to decreased residential and wholesale usage, partially offset by increased industrial and commercial usage, as well as increased residential and commercial customer count.
The decrease in total volumes sold to gas customers for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to decreased usage by residential customers due to warmer weather, as well as decreased usage from industrial and commercial customers, partially offset by increases in residential and commercial customer count.
Commodity Price Impact
Cost of energy for the NIPSCO Operations segment's electric activities is principally comprised of the cost of coal, natural gas purchased for internal generation of electricity, transportation of coal and natural gas, and the cost of power purchased from generators of electricity for its generation and transmission activities. For its gas distribution activities, NIPSCO Operations' cost of energy is principally comprised of the cost of natural gas procured and transported on behalf of and sold to customers while providing distribution services, as well as the transportation and storage costs of acquiring natural gas. NIPSCO Operations has state-approved recovery mechanisms that provide a means for full recovery of prudently incurred costs of energy. The majority of these costs of energy are passed through directly to the customer, and the costs of energy included in operating revenues are matched with the cost of energy expense recorded in the period. Any difference in actual costs incurred and amounts billed to customers is recorded on the Condensed Consolidated Balance Sheets (unaudited) as under-recovered or over-recovered fuel and gas costs to be included in future customer billings. Therefore, increases in these tracked operating expenses are offset by increases in operating revenues and have essentially no impact on net income.
The underlying reasons for changes in our operating expenses for the three months ended March 31, 2026 compared to the same period in 2025 are presented below.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
NIPSCO Operations
| Favorable (Unfavorable) | ||||||||||||||||||||
| Changes in Operating Expenses (in millions) | Three Months Ended March 31, 2026 vs 2025 | |||||||||||||||||||
| Higher depreciation and amortization expense driven by new base rates | $ | (20.7) | ||||||||||||||||||
| Higher outside services expenses | (4.6) | |||||||||||||||||||
| Higher materials and supplies expenses | (3.2) | |||||||||||||||||||
| Higher bad debt expense | (2.7) | |||||||||||||||||||
| Higher property taxes | (2.6) | |||||||||||||||||||
| Other | (5.0) | |||||||||||||||||||
| Change in operating expenses (before cost of energy and other tracked items) | $ | (38.8) | ||||||||||||||||||
| Operating expenses offset in operating revenue | ||||||||||||||||||||
| Higher cost of energy billed to customers | (17.6) | |||||||||||||||||||
| Higher tracker deferrals within operation and maintenance, depreciation and tax | (4.1) | |||||||||||||||||||
| Total change in operating expense | $ | (60.5) |
Electric Supply and Generation Transition
NIPSCO continues to execute on an electric generation transition consistent with the 2018 Plan and 2021 Plan and maintained in the 2024 Plan. Before the planned retirement of the R.M. Schahfer coal facility at the end of December 2025, NIPSCO received the first of successive emergency orders under section 202(c) of the Federal Power Act, to continue operating in 90-day increments, currently through June 21, 2026. The orders stated that continued operation of R.M. Schahfer is required to meet an energy emergency across MISO’s North and Central regions. Consistent with the Federal Power Act and the U.S. Department of Energy regulations, the order authorizes NIPSCO to obtain cost recovery pursuant to 16 U.S.C. § 824a(c). As directed, NIPSCO continued to make R.M. Schahfer available in the MISO market. We had forced outages on units 17 and 18 to support ongoing compliance with the 202(c) orders, during the period ended March 31, 2026. Following receipt of the emergency order, NIPSCO filed a complaint at FERC seeking a modification of the MISO tariff to establish a mechanism for recovery and allocation of the cost to comply with this order. NIPSCO made two filings with the IURC related to the emergency order. The first filing is to confirm accounting treatment of current electric rate order, and the second is a filing for recovery of federally mandated expenses related to the emergency order, which will be utilized in the event that any costs of complying with the emergency order fall outside of the MISO tariff recovery. For additional information, see Note 8, Regulatory Matters.
NIPSCO has one remaining project under the 2021 plan still under development. We expect the Templeton project, a wind BTA project with nameplate capacity of 200 MW, to be placed in service in 2027. See "Executive Summary - Energy Transition" in this Management's Discussion for additional information. NIPSCO has sold, and may in the future sell, renewable energy credits from its renewable generation to third parties to offset customer costs.
In March 2026, we experienced damage to our solar generation facilities at Dunn's Bridge I due to an extreme weather event. Based on preliminary estimates of the damages, we expect most, if not all, of the total loss will be covered by insurance proceeds less the applicable deductible.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Liquidity and Capital Resources
We continually evaluate the availability of adequate financing to fund our ongoing business operations, working capital and core safety and infrastructure investment programs. Our financing is sourced through cash flow from operations, the issuance of debt and/or equity, and minority interest investments. Equity issuances are primarily conducted through our ATM program. Additionally, we received proceeds from tax credit transfers related to previously and currently monetized credits, which are returned to customers over a ten‑year period for investment tax credits and a one-year period for production tax credits. External debt financing is provided primarily through the issuance of long-term debt, accounts receivable securitization programs and our commercial paper program, which is backstopped by our committed revolving credit facility. In March 2026, we increased our commercial paper program limit from $1.85 billion to $2.50 billion. We believe these sources provide adequate capital to fund operating activities and capital expenditures for our base business (i.e., excluding operations and capital expenditures related to serving data center customers) in 2026 and beyond.
The aggregate cost of Contract Assets and Pool Resource Assets supporting our existing data center customers is currently estimated to be between $9.25 to $9.75 billion. We expect to finance the construction and development of these assets and purchases of market capacity through a number of sources including but not limited to funds received under our data center contracts, debt, and equity financing raised by NiSource and capital contributions from affiliates of Blackstone to NIPSCO Holdings II and Generation Holdings II in connection with such Blackstone affiliates’ minority interest investments in those entities. For additional information on these minority interest investments, refer to Note 4, "Noncontrolling Interests," and Note 19, "Other Commitments and Contingencies - E. Other Matters," in our Annual Report on Form 10-K for the year ended December 31, 2025. If we enter into additional data center contracts, we expect that we would need to develop additional generation assets to serve our new data center customers. In order to fund the development of these assets, which may be significant, we would be required to obtain significant additional financing, for which we may consider other funding sources, structures, or partnerships, which may include JVs, off-balance sheet arrangements in the form of BTAs, or other arrangements to support maintenance of our investment grade credit ratings.
Sources of financing activities for the current year are as follows:
Details of our ATM program activity are summarized below:
-
In February 2026, 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 2,200,000 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $45.63 per share. We may settle the forward sale agreement in shares, cash or net shares by December 2026.
-
As of March 31, 2026, the ATM program inclusive of the outstanding forward sale agreements had approximately $1.25 billion of equity capacity available. The ATM program expires in December 2028.
See Note 6, "Equity," Note 7, "Short-Term Borrowings," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for more information on our financing activities.
Cash Flow Activities
The following table summarizes our cash flow activities:
| Three Months Ended March 31, | |||||||||||||||||
| (in millions) | 2026 | 2025 | Change in 2026 vs 2025 | ||||||||||||||
| Cash from (used for): | |||||||||||||||||
| Operating Activities | $ | 442.3 | $ | 686.4 | $ | (244.1) | |||||||||||
| Investing Activities | (872.6) | (1,352.7) | 480.1 | ||||||||||||||
| Financing Activities | $ | 391.7 | $ | 771.4 | $ | (379.7) |
Operating Activities
The year over year decrease in cash from operating activities was primarily attributable to changes in exchange gas receivables, accounts payable and prepayments as well as a change in inventory. These impacts were partially offset by higher net income, change in accounts receivable, and depreciation.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Investing Activities
The year over year decrease in investing activities was primarily driven by prior year milestone payments to renewable generation asset developers for certain of our BTA projects and prior year advanced deposits offset by current year capital expenditures.
We expect to make capital investments of approximately $600 million in connection with Pool Resource Assets initially being developed in connection with contracted demand from data center customers. These capital expenditures are incremental to the estimates of capital investments relating to data center contracts described in our Annual Report on Form 10-K for the year ended December 31, 2025 and are included in the forecasted capital investment table below.
| (in billions) | 2026 Estimated | 2027 Estimated | 2028 Estimated | 2029 Estimated | 2030 Estimated | |||||||||||||||
| Capital Investments (Base Business) | $3.9 - 4.1 | $3.7 - 3.9 | $3.7 - 3.9 | $4.9 - 5.1 | $4.3 - 4.5 | |||||||||||||||
| Capital Investments (GenCo) | 1.3 - 1.5 | 1.6 - 1.8 | 2.2- 2.4 | 1.0 - 1.2 | 0.4 - 0.6 | |||||||||||||||
| Capital Investments (Total) | $5.2 - 5.6 | $5.3 - 5.7 | $5.9 - 6.3 | $5.9 - 6.3 | $4.7 - 5.1 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory Capital Programs. We continue to upgrade and modernize our electric system to enhance safety and reliability by addressing aged infrastructure and deploying advanced grid technologies. We are also upgrading and modernizing our gas infrastructure to enhance safety and reliability by reducing leaks. An ancillary benefit of these programs is the reduction of GHG emissions. In 2026, we continue to move forward on core infrastructure investment programs supported by complementary regulatory and customer initiatives across five states of our operating area.
The following table describes the most recent vintage of our regulatory programs to recover infrastructure replacement and other federally mandated compliance investments:
| (in millions) | ||||||||||||||||||||
| Company | Program | Capital Investment | Investment Period | Filing Date | Costs Covered(1) | |||||||||||||||
| Approved | ||||||||||||||||||||
| Columbia of Ohio | CEP - 2025 | $ | 1,027.8 | 4/21-12/24 | 2/27/2025 | Assets not included in the IRP or PHMSA IRP. | ||||||||||||||
| Columbia of Virginia | SAVE - 2026 | $ | 176.1 | 10/24-12/26 | 8/12/2025 | Replacement projects that (i) enhance system safety or reliability, or (ii) reduce, or potentially reduce, greenhouse gas emissions. Includes costs associated with Advanced Leak Detection and Repair. | ||||||||||||||
| Columbia of Kentucky | SMRP - 2026 | $ | 181.4 | 1/23-12/26 | 10/15/2025 | Replacement of mains and inclusion of system safety investments. | ||||||||||||||
| NIPSCO - Electric(2) | TDSIC - 7 | $ | 175.4 | 7/22-3/25 | 5/27/2025 | New or replacement projects undertaken for the purpose of safety, reliability, system modernization or economic development. | ||||||||||||||
| NIPSCO - Electric(3) | GCT - 3 | $ | 385.6 | 9/23-10/26 | 12/16/2025 | New gas peaker generation project cost forecasted through October 2026. | ||||||||||||||
| NIPSCO - Gas | TDSIC - 10 | $ | 90.3 | 4/25-9/25 | 11/25/2025 | New or replacement projects undertaken for the purpose of safety, reliability, system modernization, or economic development. | ||||||||||||||
| NIPSCO - Gas | FMCA -5 | $ | 21.9 | 6/24-6/25 | 8/27/2025 | Project costs to comply with federal mandates. | ||||||||||||||
| Columbia of Ohio | IRP - 2026 | $ | 1,185.0 | 4/21-12/25 | 2/27/2026 | Replacement of hazardous service lines, cast iron, wrought iron, uncoated steel, and bare steel pipe. | ||||||||||||||
| Columbia of Ohio | PHMSA IRP - 2026 | $ | 180.2 | 1/23-12/25 | 2/27/2026 | Investments necessary to comply with the PHMSA Mega Rule. | ||||||||||||||
| Pending Commission Approval | ||||||||||||||||||||
| NIPSCO - Gas | FMCA - 1 | $ | 52.5 | 7/25-12/25 | 2/24/2026 | Project costs to comply with federal mandates. | ||||||||||||||
| Columbia of Ohio | CEP - 2026 | $ | 1,292.0 | 4/21-12/25 | 2/20/2026 | Assets not included in the IRP or PHMSA IRP. |
(1)Programs do not include any costs already included in base rates.
(2)TDSIC – 7 was originally filed in May 2025. TDSIC - 7 was refiled in February 2026, due to the electric rate case Step 2 Compliance Filing. The refiling adjusted the capital in the tracker from $315.6 million to $175.4 million.
(3)Capital investment is based on a projected amount. The capital investment has not all been incurred to date and represents a forecasted average for the billing period.
Columbia of Ohio filed an application in December 2025 to seek continuation of its PHMSA IRP Rider for calendar year 2027. The request includes recovery of $404.3 million of capital to reconfirm maximum allowable operating pressure of transmission class pipe to meet federal rule requirements.
NIPSCO filed a Gas TDSIC Plan (2026 - 2030) in December 2025. The petition is seeking recovery of new or replacement projects undertaken for the purpose of safety, reliability, system modernization, or economic development. The request includes $741.0 million of estimated capital, including indirect costs and AFUDC. There is a hearing scheduled for May 2026 with the final order expected in July 2026.
Financing Activities
Common Stock. Refer to Note 6, "Equity," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on common stock.
Short-Term Debt. Refer to Note 7, "Short-Term Borrowings," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on short-term debt activity.
Noncontrolling Interest**.** Refer to Note 4, "Noncontrolling Interests," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for information on contributions and distributions from noncontrolling interests.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Sources of Liquidity
The following table displays our liquidity position as of March 31, 2026 and December 31, 2025:
| (in millions) | March 31, 2026 | December 31, 2025 | ||||||
| Current Liquidity | ||||||||
| Revolving Credit Facility | $ | 2,500.0 | $ | 2,500.0 | ||||
| Accounts Receivable Programs(1) | 375.0 | 175.0 | ||||||
| Less: | ||||||||
| Commercial Paper | 1,291.0 | 736.0 | ||||||
| Letters of Credit Outstanding Under Credit Facility | 25.0 | 25.0 | ||||||
| Add: | ||||||||
| Cash and Cash Equivalents | 71.9 | 110.1 | ||||||
| Net Available Liquidity | $ | 1,630.9 | $ | 2,024.1 |
(1)Represents the lesser of the seasonal limit or maximum borrowings supportable by the underlying receivables.
Debt Covenants**.** We are subject to a financial covenant under our revolving credit facility, which requires us to maintain a debt to capitalization ratio that does not exceed 70.0%. As of March 31, 2026, the ratio was 51.5%.
Credit Ratings. The credit rating agencies periodically review our ratings, taking into account factors such as our capital structure and earnings profile. The following table includes our and NIPSCO's credit ratings and ratings outlook as of March 31, 2026.
A credit rating is not a recommendation to buy, sell, or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization.
| S&P | Moody's | Fitch | ||||||||||||||||||
| Rating | Outlook | Rating | Outlook | Rating | Outlook | |||||||||||||||
| NiSource | BBB+ | Stable | Baa2 | Stable | BBB | Stable | ||||||||||||||
| NIPSCO | BBB+ | Stable | Baa1 | Stable | BBB | Stable | ||||||||||||||
| Commercial Paper | A-2 | Stable | P-2 | Stable | F2 | Stable |
Certain of our subsidiaries have agreements that contain ''ratings triggers'' that require increased collateral if our credit rating or the credit ratings of certain of our subsidiaries are below investment grade. These agreements are primarily for insurance purposes and for the physical purchase or sale of power. As of March 31, 2026, the collateral requirement of approximately $158.5 million would be required in the event of a downgrade below investment grade. In addition to agreements with ratings triggers, there are other agreements that contain ''adequate assurance'' or ''material adverse change'' provisions that could necessitate additional credit support such as letters of credit and cash collateral to transact business.
Equity. Our authorized capital stock consists of 770,000,000 shares, $0.01 par value, 750,000,000 are common stock and 20,000,000 are preferred stock. As of March 31, 2026, 479,364,801 shares of common stock were outstanding and no shares of preferred stock were outstanding.
Contractual Obligations. A summary of contractual obligations is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Since December 31, 2025, NIPSCO and GenCo have executed several capacity agreements and other agreements to support data center contracts. In addition, GenCo has exercised an option and intends to convert its ESA relating to the Tipton BESS Project to a BTA. Except for these items there were no additional material changes from year-end during the three months ended March 31, 2026. Refer to Note 13, "Other Commitments and Contingencies," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information regarding the EPC Contracts and equipment supply contracts.
Guarantees, Indemnities and Other Off Balance Sheet Arrangements. We and certain of our subsidiaries enter into various agreements providing financial or performance assurance to third parties on behalf of certain subsidiaries as a part of normal business. Such agreements include guarantees and stand-by letters of credit. Refer to Note 13, "Other Commitments and
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Contingencies," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information about such arrangements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory, Environmental and Safety Matters
Cost Recovery and Trackers
Comparability of our operating results is impacted by regulatory trackers that allow for the recovery in rates of certain costs. Certain approved regulatory tracker mechanisms allow for abbreviated regulatory proceedings in order for the operating companies to quickly implement revised rates and recover associated costs.
A portion of the NIPSCO Operations' and Columbia Operations' gas distribution revenue is related to the recovery of gas costs through GCAs, the review of which occurs through standard regulatory proceedings. All states in our operating area require periodic review of actual gas procurement activity to determine prudence and confirm the recovery of prudently incurred energy commodity costs supplied to customers.
We recognize that energy efficiency reduces emissions, conserves natural resources and saves our customers money. Our gas distribution companies offer programs such as energy efficiency upgrades, home checkups and weatherization services. The increased efficiency of natural gas appliances and improvements in home building codes and standards contribute to a long-term trend of declining average use per customer. While we are looking to expand offerings so the energy efficiency programs can benefit as many customers as possible, our gas distribution operations utilities have pursued changes in rate design to more effectively match recoveries with costs incurred. Columbia of Ohio has adopted a straight fixed variable rate design for residential and small commercial customers that closely links the recovery of fixed costs with fixed charges. Columbia of Maryland and Columbia of Virginia have regulatory approval for weather and revenue normalization adjustments for certain customer classes, which adjust monthly revenues that exceed or fall short of approved levels. Columbia of Pennsylvania continues to operate its pilot residential weather normalization adjustment and also has a fixed customer charge. This weather normalization adjustment only adjusts revenues when actual weather compared to normal varies by more than 5%. Columbia of Kentucky incorporates a weather normalization adjustment for certain customer classes and also has a fixed customer charge. NIPSCO Gas has also received approval and implemented a weather normalization adjustment for certain of its customer classes. NIPSCO Gas and Electric include a fixed customer charge for residential and small commercial and industrial customer classes.
A portion of the NIPSCO Operations' revenue is related to the recovery of fuel costs to generate power and the fuel costs related to purchased power. These costs are recovered through a FAC, which is updated quarterly to reflect actual costs incurred to supply electricity to customers.
While increased efficiency of electric appliances and improvements in home building codes and standards have similarly impacted the average use per electric customer in recent years, NIPSCO expects future growth in per customer usage as a result of increasing electric applications, such as electric vehicles. These ongoing changes in use of electricity will likely lead to development of innovative rate designs, and NIPSCO will continue efforts to design rates that increase the certainty of recovery of fixed costs.
Rate Case Actions
The following table describes current rate case actions as applicable in each of our jurisdictions net of tracker impacts:
| (in millions) | |||||||||||||||||
| Company | Approved ROE | Requested Incremental Revenue | Approved Incremental Revenue | Filing Date | Rates Effective | ||||||||||||
| Approved Rate Cases | |||||||||||||||||
| Columbia of Pennsylvania | 10.00 | % | $ | 110.4 | $ | 55.6 | March 20, 2025 | January 2026 | |||||||||
| Columbia of Maryland | 9.80 | % | $ | 10.7 | $ | 7.8 | September 24, 2024 | April 2025 | |||||||||
| Columbia of Kentucky | 9.75 | % | $ | 23.8 | $ | 14.3 | May 16, 2024 | January 2025 | |||||||||
| Columbia of Virginia(1) | 9.75 | % | $ | 37.2 | $ | 28.2 | April 29, 2024 | October 2024 | |||||||||
| Columbia of Ohio | 9.60 | % | $ | 221.4 | $ | 68.3 | June 30, 2021 | March 2023 | |||||||||
| NIPSCO - Gas(2) | 9.75 | % | $ | 161.9 | $ | 120.9 | October 25, 2023 | August 2024 | |||||||||
| NIPSCO - Electric(3) | 9.75 | % | $ | 368.7 | $ | 257.0 | September 12, 2024 | July 2025 | |||||||||
(1)The approved rate case resulted in a black box settlement, representing a settlement to a specific revenue increase but not a specified ROE. The settlement provides use of a 9.75% ROE for future SAVE filings.
(2)New rates were implemented in 2 steps, with implementation of Step 1 rates effective in August 2024 and Step 2 rates effective in February 2025.
(3)New rates were implemented in multiple steps, with implementation of Step 1 rates in July 2025 and Step 2 rates in March 2026.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory, Environmental and Safety Matters
PHMSA Legislation and Regulations
To fulfill our vision of being a trusted energy provider, we follow safety practices required by regulations and we implement our SMS. SMS serves as the framework to identify and reduce risks and ensure consistent safety processes, procedures and operations across the organization.
As directed by law in the Protecting Our Infrastructure of Pipelines and Enhancing Safety (PIPES) Act of 2020, PHMSA has revised, and continues to revise, the pipeline safety regulations focused on public safety and environmental hazard mitigation, leak detection, methane emissions reduction, and enhanced safeguards for low-pressure distribution systems. Proposed revisions included requirements to detect and repair more leaks, increase survey frequency, and incorporate additional protections to prevent over-pressurization. A final leak detection and repair rule was withdrawn from publication in the Federal Register in January 2025, and no further progress has been made on the Safety of Gas Distribution Pipelines rulemaking.
We continue to evaluate and monitor PHMSA-related legislation and regulations but cannot predict the impact of changing pipeline safety regulations on our business at this time.
Environmental and Climate Change Issues
In March 2025, the EPA announced it will undertake 31 deregulatory actions to advance the current presidential administration’s policy priorities as directed by various executive orders. These actions will address multiple existing water, waste, air and climate regulations including, but not limited to, GHG and CCR rules. In November 2025, the EPA proposed a rule to extend the compliance deadline for owners and operators to complete closure of their unlined CCR surface impoundments larger than 40 acres from October 2028 to October 2031. In February 2026, the EPA issued a final rule rescinding the 2009 Endangerment Finding, the scientific and legal foundation for federal GHG regulations under the Clean Air Act. Additionally, in February 2026, the EPA issued a final rule extending compliance deadlines for several provisions of the Legacy CCR Rule and subsequently, also in April 2026 proposed further revisions to the Legacy CCR Rule. NiSource will continue to monitor these matters and assess the impacts to our business as regulations are proposed and finalized, or as otherwise required by law.
Physical Climate Risks. Increased frequency of severe and extreme weather events associated with climate change could materially impact our facilities, energy sales, and results of operations. We are unable to predict these events. However, we perform assessments of physical risk, including physical climate risk, to our business. More extreme and volatile temperatures, increased storm intensity and flooding, and more volatile precipitation leading to changes in lake and river levels are among the weather events that are most likely to impact our business. Efforts to mitigate these physical risks continue to be implemented.
Transition Climate Risks and Opportunities. We actively engage with and monitor the impact that proposed legislative and regulatory programs related to GHG emissions, at both the federal and state levels, would have on our business.
In June 2025, the EPA proposed to repeal GHG emissions standards for fossil fuel-fired power plants that were finalized by the previous federal administration in May 2024. The proposed repeal would eliminate key requirements from the 2024 Carbon Pollution Standards, including capacity factor thresholds and carbon capture and storage (CCS) mandates. If finalized, this action would remove regulatory constraints that could significantly impact planned gas generation, allowing customers to avoid approximately $675 million in additional cost as contemplated through the 2024 NIPSCO IRP.
We also continue to monitor evolving state policies related to GHG emissions from our gas distribution companies. The Climate Solutions Now Act of 2022 ("Act") requires Maryland to reduce GHG emissions by 60% by 2031 (from 2006 levels), and it requires the state to reach net zero emissions by 2045. The Maryland Department of the Environment ("MDE") adopted a plan to achieve its 2031 goal and is required to adopt a plan for its 2045 net zero goal by 2030. The Act also enacts a state policy to move to broader electrification of both existing buildings and new construction. In December 2024, the MDE issued final Building Energy Performance Standards, which require net zero direct GHG emissions from large buildings by 2040 with interim targets, or payments of an alternative compliance fee. Under an executive order, Maryland is also developing a Clean Heat Standard and a Zero-Emission Heating Equipment Standard, among other programs, that are intended to transition gas furnaces to electric heat pumps. In December 2025, the Maryland Public Service Commission ("MD PSC") issued proposed regulations with the stated purpose of eliminating "subsidies" for the extension of gas mains and service lines to new residential and commercial customers. According to the MD PSC, these regulations, if finalized, would require persons who request new
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Regulatory, Environmental and Safety Matters
service to pay the full cost of extending service in order to minimize the risk of future stranded costs for all ratepayers. In August 2025, the MD PSC instituted formal proceedings to investigate issues pertaining to long-term natural gas company planning practices. One purpose of these proceedings is to ensure that planning is consistent with Maryland's climate goals. Columbia of Maryland cannot predict the final impact of these policies and proceedings on our business at this time.
Net Zero Goal. In November 2022, we announced a goal of net zero GHG emissions by 2040 covering both Scope 1 and Scope 2 GHG emissions ("Net Zero Goal"). Our Net Zero Goal builds on GHG emission reductions achieved to-date. We plan to achieve our Net Zero Goal primarily through the continuation and enhancement of existing programs, such as retiring and replacing coal-fired electric generation with low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak-detection technologies. In addition, we plan to advance other low- or zero-emission energy resources and technologies, which may include hydrogen, renewable natural gas, long-duration storage, and/or deployment of carbon capture and utilization technologies, if and when these become technologically and economically feasible. Carbon offsets and renewable energy credits may also be used to support achievement of our Net Zero Goal. As of the end of 2025, we had reduced Scope 1 GHG emissions by approximately 70% from 2005 levels.
Our GHG emissions projections, including achieving a Net Zero Goal, are subject to various assumptions that involve risks and uncertainties, and did not include any assumptions related to data center development and associated load growth. We remain committed to our Net Zero Goal by 2040 which will require supportive regulatory and legislative policies, favorable stakeholder environments and advancement of technologies that are not currently economically or technologically feasible to deploy at scale, as well as execution of our business plan. Otherwise, our actual results or ability to achieve our Net Zero Goal, including by 2040, may differ materially.
Market Risk Disclosures
Risk is an inherent part of our businesses. The extent to which we properly and effectively identify, assess, monitor and manage each of the various types of risk involved in our businesses is critical to our profitability. We seek to identify, assess, monitor and manage, in accordance with defined policies and procedures, the following principal market risks that are involved in our businesses: commodity price risk, interest rate risk and credit risk. We manage risk through a multi-faceted process with oversight by the Risk Management Committee that requires constant communication, judgment and knowledge of specialized products and markets. Our senior management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks. These may include, but are not limited to market, operational, financial, compliance and strategic risk types. In recognition of the increasingly varied and complex nature of the energy business, our risk management process, policies and procedures continue to evolve and are subject to ongoing review and modification.
Commodity Price Risk
Our gas and electric subsidiaries have commodity price risk primarily related to the purchases of natural gas, power and capacity. To manage this market risk, our subsidiaries use derivatives, including commodity futures contracts, swaps, forwards and options. We do not participate in speculative energy trading activity.
Commodity price risk resulting from derivative activities at our rate-regulated subsidiaries is limited and does not bear significant exposure to earnings risk, since our current regulatory mechanisms allow recovery of prudently incurred purchased power, fuel and gas costs through the rate-making process, including gains or losses on these derivative instruments. These changes are included in the GCA and FAC regulatory rate-recovery mechanisms. If these mechanisms were to be adjusted or eliminated, these subsidiaries may begin providing services without the benefit of the traditional rate-making process and may be more exposed to commodity price risk. For additional information, see "Results and Discussion of Segment Operations" in this Management's Discussion.
Our subsidiaries are required to make cash margin deposits with their brokers to cover actual and potential losses in the value of outstanding exchange traded derivative contracts. The amount of these deposits, some of which are reflected in our restricted cash balance, may fluctuate significantly during periods of high volatility in the energy commodity markets.
Refer to Note 9, "Risk Management Activities," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for further information on our commodity price risk assets and liabilities.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NiSource Inc.
Interest Rate Risk
We are exposed to interest rate risk as a result of changes in interest rates on borrowings under our revolving credit agreement, commercial paper program, and accounts receivable programs, which have interest rates that are indexed to short-term market interest rates. Based upon average borrowings and debt obligations subject to fluctuations in short-term market interest rates, an increase (or decrease) in short-term interest rates of 100 basis points (1%) would have increased (or decreased) interest expense by $2.0 million for the three months ended March 31, 2026 and $2.5 million for the three months ended March 31, 2025, respectively. We are also exposed to interest rate risk as a result of changes in benchmark rates that can influence the interest rates of future long-term debt issuances. From time to time we may enter into forward interest rate instruments to lock in long term interest costs and/ or rates.
Credit Risk
Due to the nature of the industry, credit risk is embedded in many of our business activities. Our extension of credit is governed by a Corporate Credit Risk Management Policy which establishes guidelines for documenting management approval levels for credit limits, evaluating creditworthiness, and credit risk mitigation efforts. Exposures to credit risks are monitored by the risk management function, which is independent of commercial operations. Credit risk arises due to the possibility that a customer, supplier or counterparty will not be able or willing to fulfill its obligations on a transaction on or before the settlement date. For derivative-related contracts, credit risk arises when counterparties are obligated to deliver or purchase defined commodity units of gas or power to us at a future date per execution of contractual terms and conditions. Exposure to credit risk is measured in terms of both current obligations and the market value of forward positions net of any posted collateral such as cash and letters of credit.
The financial status of our banking partners is periodically assessed through traditional credit ratings provided by major credit rating agencies.
Other Information
Critical Accounting Estimates
A summary of our critical accounting estimates is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes made as of March 31, 2026.
Recently Issued Accounting Pronouncements
Refer to Note 2, "Recent Accounting Pronouncements," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information about recently issued and adopted accounting pronouncements.
NiSource Inc.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are reported in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Disclosures."
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our chief executive officer and our chief financial officer are responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting during the most recently completed quarter covered by this report that have materially affected, are reasonably likely to materially affect, our internal control over financial reporting.
NiSource Inc.
PART II
ITEM 1. LEGAL PROCEEDINGS
For a description of our legal proceedings, see Note 13, "Other Commitments and Contingencies - B. Legal Proceedings," in the Notes to the Condensed Consolidated Financial Statements (unaudited).
Item 1A. RISK FACTORS
Please refer to the risk factors set forth in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. There have been no material changes to such risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Director and Officer Trading Arrangements
During the quarter ended March 31, 2026, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
Item 6. EXHIBITS
NiSource Inc.
| (31.1) | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||||
| (31.2) | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | ||||
| (32.1) | Certification of Chief Executive Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).* | ||||
| (32.2) | Certification of Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).* | ||||
| (10.1) | NiSource Inc. Executive Severance Policy, as amended and restated effective January 1, 2026 (incorporated by reference to Exhibit 10.13 to the NiSource Inc. Form 10-K filed on February 11, 2026). | ||||
| (101.INS) | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| (101.SCH) | Inline XBRL Schema Document | ||||
| (101.CAL) | Inline XBRL Calculation Linkbase Document | ||||
| (101.LAB) | Inline XBRL Labels Linkbase Document | ||||
| (101.PRE) | Inline XBRL Presentation Linkbase Document | ||||
| (101.DEF) | Inline XBRL Definition Linkbase Document | ||||
| (104) | Cover page Interactive Data File (formatted as inline XBRL, and contained in Exhibit 101.) | ||||
| * | Exhibit filed herewith. | ||||
| ** | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request | ||||
SIGNATURE
NiSource Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NiSource Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | May 6, 2026 | By: | /s/ Gunnar J. Gode | |||||||||||
| Gunnar J. Gode | ||||||||||||||
| Senior Vice President, Chief Accounting and Tax Officer (Principal Accounting Officer) |