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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, 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)

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)

(614) 460-6000

(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: 479,560,100 shares outstanding at July 29, 2026.

NISOURCE INC.

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2026

Table of Contents

Page
Defined Terms3
PART IFINANCIAL INFORMATION
Item 1.Financial Statements - unaudited
Condensed Statements of Consolidated Income (unaudited)9
Condensed Statements of Consolidated Comprehensive Income (unaudited)10
Condensed Consolidated Balance Sheets (unaudited)11
Condensed Statements of Consolidated Cash Flows (unaudited)13
Condensed Statements of Consolidated Equity (unaudited)14
Notes to Condensed Consolidated Financial Statements (unaudited)17
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations41
Item 3.Quantitative and Qualitative Disclosures About Market Risk64
Item 4.Controls and Procedures64
PART IIOTHER INFORMATION
Item 1.Legal Proceedings65
Item 1A.Risk Factors65
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds65
Item 3.Defaults Upon Senior Securities65
Item 4.Mine Safety Disclosures65
Item 5.Other Information65
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.
GenCoNiSource Generation Company LLC, formerly known as NIPSCO Generation LLC
Generation Holdings IGeneration Holdings I LLC
Generation Holdings IIGeneration Holdings II LLC
NIPSCONorthern Indiana Public Service Company LLC
NIPSCO Holdings INIPSCO Holdings I LLC
NIPSCO Holdings IINIPSCO Holdings II LLC
NiSource ("we," "us" or "our")NiSource Inc.
RosewaterRosewater Wind Generation LLC and its wholly owned subsidiary, Rosewater Wind Farm LLC
Indiana Crossroads SolarIndiana Crossroads Solar Generation LLC and its wholly owned subsidiary, Meadow Lake Solar Park LLC
Indiana Crossroads WindIndiana Crossroads Wind Generation LLC and its wholly owned subsidiary, Indiana Crossroads Wind Farm LLC
Dunn's Bridge IDunn's Bridge I Solar Generation LLC and its wholly owned subsidiary, Dunns Bridge Solar Center, LLC
Abbreviations and Other
ADSAmazon Data Services, Inc.
ADS ContractNIPSCO agreement to provide electricity to ADS' data centers
AFUDCAllowance for funds used during construction
AlphabetAlphabet, Inc.
Alphabet ContractNIPSCO agreement to provide electricity to Alphabet's data centers
AOCIAccumulated other comprehensive income (loss)
ASCAccounting standards codification
ASUAccounting standards update
ATMAt-the-market
BESSBattery energy storage system
BIP Orion Holdco L.P.BIP Orion Holdco L.P., a Delaware limited partnership and also an affiliate of Blackstone
BIP Orion Holdco II L.P.BIP Orion Holdco II L.P., a Delaware limited partnership and also an affiliate of Blackstone
BlackstoneBlackstone Infrastructure Partners L.P.
Blackstone InvestorBIP Orion Holdco L.P. and BIP Orion Holdco II L.P. (GenCo Minority Interest Transaction)
BTABuild-transfer agreement
CCGTCombined cycle gas turbine
CCRsCoal combustion residuals
CEOChief executive officer
CEPOhio capital expenditure program
DEFINED TERMS
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
Contract AssetsGeneration assets and related transmission infrastructure to be developed in connection with the ADS Contract
Current Data Center ContractsThe ADS Contract and the Alphabet Contract
DSMDemand side management
Dunn's Bridge IIDunn's Bridge II Solar Generation LLC
EPAUnited States Environmental Protection Agency
EPCEngineering, procurement, and construction
EPC ContractsEngineering, procurement, and construction contracts
EPSEarnings per share
ESAEnergy storage agreement
FACFuel adjustment clause
FASBFinancial Accounting Standards Board
FERCFederal Energy Regulatory Commission
FMCAIndiana federally mandated cost adjustment mechanism
GAAPGenerally Accepted Accounting Principles
GCAGas cost adjustment
GCTGeneration cost tracker
GenCo Minority Interest TransactionA transaction between Generation Holdings I, 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 Holdings II LLC AgreementAmended And Restated Limited Liability Company Agreement of Generation Holdings II
GHGGreenhouse gases
GWhGigawatt hours
IRPOhio infrastructure replacement program
IURCIndiana Utility Regulatory Commission
JVJoint venture
MGPManufactured gas plant
MISOMidcontinent Independent System Operator
MMDthMillion dekatherms
MWMegawatts
MWhMegawatt hours
NIPSCO ElectricThe electric generation, transmission and distribution activities of the NIPSCO Operations reportable segment
NIPSCO GasThe gas distribution activities of the NIPSCO Operations reportable segment
NIPSCO Holdings II LLC AgreementThird Amended And Restated Limited Liability Company Agreement of NIPSCO Holdings II
NIPSCO OperationsReportable segment comprised of the results of NIPSCO Holdings I, NIPSCO Holdings II, and NIPSCO and all related subsidiaries
NYMEXNew York Mercantile Exchange
OPEBOther postemployment benefits
PHMSAPipeline and Hazardous Materials Safety Administration
DEFINED TERMS
Pool Resource AssetsPortfolio 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.
PPAPower purchase agreement
ROEReturn on equity
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
TDSICIndiana transmission, distribution and storage system improvement charge
TempletonTempleton Wind Energy Center LLC
VIEVariable interest entity
2018 Plan2018 integrated resource plan
2021 Plan2021 integrated resource plan
2024 Plan2024 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, Pool Resource 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 our Current Data Center Contracts 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 our Current Data Center Contracts and any future data center contracts that we enter into;

  • ADS performance under the ADS Contract and the performance by our customers under our Current Data Center Contracts and any future data center contracts;

  • any decisions by ADS or Alphabet to terminate, or by ADS to reduce the committed capacity under, our Current Data Center Contracts any decision by any customer under any future data center contract to terminate or reduce the committed capacity under such 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.

IndexPage
Condensed Statements of Consolidated Income (unaudited)9
Condensed Statements of Consolidated Comprehensive Income (unaudited)10
Condensed Consolidated Balance Sheets (unaudited)11
Condensed Statements of Consolidated Cash Flows (unaudited)13
Condensed Statements of Consolidated Equity (unaudited)14
Notes to Condensed Consolidated Financial Statements (unaudited)17
1. Basis of Accounting Presentation17
2. Recent Accounting Pronouncements17
3. Revenue Recognition17
4. Noncontrolling Interests21
5. Earnings Per Share23
6. Equity24
7. Short-Term Borrowings24
8. Long-Term Debt26
9. Regulatory Matters26
10. Risk Management Activities27
11. Fair Value29
12. Goodwill32
13. Income Taxes32
14. Pension and Other Postemployment Benefits32
15. Other Commitments and Contingencies34
16. Accumulated Other Comprehensive Loss36
17. Business Segment Information37
18. Other, Net40
19. Supplemental Disclosures of Cash Flow Information40

Table of Contents

PART I

Next: Item 1. FINANCIAL STATEMENTS