Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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: 479,560,100 shares outstanding at July 29, 2026.
NISOURCE INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED JUNE 30, 2026
Table of Contents
| 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 | NiSource Generation Company LLC, formerly known as 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, Dunns 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 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 | |||||||
| Blackstone | Blackstone Infrastructure Partners L.P. | |||||||
| Blackstone Investor | BIP Orion Holdco L.P. and BIP Orion Holdco II L.P. (GenCo Minority Interest Transaction) | |||||||
| BTA | Build-transfer agreement | |||||||
| CCGT | Combined cycle gas turbine | |||||||
| CCRs | Coal combustion residuals | |||||||
| CEO | Chief executive officer | |||||||
| CEP | Ohio capital expenditure program |
| DEFINED TERMS | ||||||||
| 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 | |||||||
| Current Data Center Contracts | The ADS Contract and the Alphabet 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 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 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 | |||||||
| 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 |
| DEFINED TERMS | ||||||||
| 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 | |||||||
| TDSIC | Indiana transmission, distribution and storage system improvement charge | |||||||
| Templeton | Templeton Wind Energy Center 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, 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.
PART I
Next: Item 1. FINANCIAL STATEMENTS