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NINiSource

Utilities · Electric & Gas Utilities · NYSE

NiSource Inc. is an energy holding company under the Public Utility Holding Company Act of 2005 whose primary subsidiaries are fully regulated natural gas and electric utility companies, serving approximately 3.8 million customers in six states. 10-K, Item 1

Headquarters
Merrillville, IN
CEO
Lloyd M. Yates
Next results
around Feb 10, 2027
Compare with peers → Embed

10-K 0001111711-26-000027 (2026-02-11) vs 10-K 0001111711-25-000008 (2025-02-12)

SectionCompared textWords nowChanged
Risk FactorsItem 1A16,816 30.4%
MD&AItem 711,724 33.1%
Legal ProceedingsItem 3, via Note 19 – Other Commitments and Contingencies2,566 32.2%
Accounting PoliciesItem 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies3,249 4.2%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 226 words changed in this paragraph; it is 40% similar to last year's version.
As required by GAAP, we test for impairment of goodwill on an annual basis and on an interim basis when events or circumstances indicate that a potential impairment may exist. Our annual goodwill test takes place in the second quarter of each year and was performed on May 1, 2024. 2025. A quantitative qualitative ("step 1") 0") test was completed on May 1, 2024 2025 for all reporting units. Consistent with our historical impairment testing of goodwill, In the Step 0 analysis, we assessed various assumptions, events and circumstances that would have affected the estimated fair value of the applicable reporting units was determined based on a weighting of income and market approaches. These approaches require significant judgments including appropriate long-term growth rates and discount rates for the income approach and appropriate multiples of earnings for peer companies and control premiums for the market approach. The discount rates were derived using peer company data compiled with the assistance of a third party valuation services firm. The discount rates used are subject to change based on changes in tax rates at both the state and federal level, debt and equity ratios at each reporting unit, U.S. Treasury interest rates and general economic conditions. The long-term growth rate was derived by evaluating historic growth rates, new business and investment opportunities beyond the near term horizon. The long-term growth rate is subject to change depending on inflationary impacts as compared to the U.S. economy and the individual business environments in which each reporting unit operates. The Step 1 analysis performed indicated that the baseline "step 1" fair value of each of the reporting units exceeds their carrying value. As a result, no impairment charges were recorded. See Note 10, "Goodwill," in the Notes to Consolidated Financial Statements for information regarding our 2024 analyses and assumptions. measurement performed May 1, 2024.

Source: Item 7, 10-K 0001111711-26-000027 vs Item 7, 10-K 0001111711-25-000008

Risk Factors 198 words changed in this paragraph; it is 65% similar to last year's version.
In November 2022, we announced our goal of reaching net zero Scope 1 and 2 greenhouse gas emissions by 2040 (the “Net Zero Goal”). Achieving the Net Zero Goal 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, of which, the impacts and costs are not currently fully understood. NIPSCO’s electric generation transition, which is outlined in the 2024 Plan, is a key element of the Net Zero Goal. Our analysis and plan for execution requires us to make a number of assumptions. These goals and underlying assumptions involve risks and uncertainties and are not guarantees. Should one or more of our underlying assumptions prove incorrect, our actual results and ability to achieve our emissions goal could differ materially from our expectations. Certain of the assumptions that could impact our ability to meet our emissions goal include, but are not limited to: the accuracy of current emission measurements, measurements; the ability to complete and implement generation alternatives to NIPSCO’s coal generation and retire NIPSCO’s coal facilities; the ability to implement our modernization plans for our natural gas pipelines and facilities, including construction of new pipelines and facilities; customer demand and capacity needs remaining in line with current expectations, including impacts from energy efficiency and technological innovation and adoption of alternative energy sources; the ability to effectively manage business opportunities from data center development; the ability to manage costs and supply chain risks associated with construction of electric and natural gas assets; technological innovation and costs of energy generation technologies such as wind, solar, thermal and energy storage, and of carbon abatement technologies such carbon capture solutions; regulatory approval; impacts of potential future environmental regulations or legislation, including potential GHG pricing regimes such as a carbon tax or methane fee; price, availability and regulation of carbon offsets; and price of natural gas and alternative fuels such as hydrogen. Any negative opinions with respect to these goals or our environmental practices, including our ability to meet the challenges posed by climate change and our ability to achieve our carbon emission reduction goals, or a scaling back of these goals, formed by regulators, customers, investors or legislators could harm our reputation and have an adverse effect on our financial condition.

Source: Item 1A, 10-K 0001111711-26-000027 vs Item 1A, 10-K 0001111711-25-000008

Legal Proceedings 43 words changed in this paragraph; it is 88% similar to last year's version.
We utilize a probabilistic model to estimate our future remediation costs related to MGP sites. The model was prepared with the assistance of a third party and incorporates our experience and general industry experience with remediating MGP sites. We complete an annual refresh of the model in the second quarter of each fiscal year. We recorded an $11.2 million increase to the estimated future remediation costs as a result of the refresh completed in the second quarter of 2024. No material changes to the estimated future remediation costs were noted as a result of an internal quarterly review of environmental reserves identified during the update completed as of December 31, 2024. June 30, 2025. Our total estimated liability related to the facilities subject to remediation was $86.4 $75.5 million and $73.7 $86.4 million at December 31, 2024 2025 and 2023, 2024, respectively. The liability represents our best estimate of the probable cost to remediate the MGP sites. Our model indicates that it is reasonably possible that remediation costs could vary by as much as $16.3 $16.5 million in addition to the costs noted above. Remediation costs are estimated based on the best available information, applicable remediation standards at the balance sheet date, and experience with similar facilities.

Source: Item 3, via Note 19 – Other Commitments and Contingencies, 10-K 0001111711-26-000027 vs Item 3, via Note 19 – Other Commitments and Contingencies, 10-K 0001111711-25-000008

Accounting Policies 34 words changed in this paragraph; it is 90% similar to last year's version.
P. Environmental Expenditures. We accrue for costs associated with environmental remediation obligations, including expenditures related to asset retirement obligations and cost of removal, when the incurrence of such costs is probable and the amounts can be reasonably estimated, regardless of when the expenditures are actually made. The estimated future expenditures are based on currently enacted laws and regulations, existing technology and estimated site-specific costs where assumptions may be made about the nature and extent of site contamination, the extent of cleanup efforts, costs of alternative cleanup methods and other variables. The liability is adjusted as further information is discovered or circumstances change. The accruals for estimated environmental expenditures are recorded on the Consolidated Balance Sheets in “Other accruals” for short-term portions of these liabilities and “Other noncurrent liabilities and deferred credits” for the respective long-term portions of these liabilities. Rate-regulated subsidiaries applying regulatory accounting establish regulatory assets on the Consolidated Balance Sheets to the extent that future recovery of environmental remediation costs is probable through the regulatory process. Refer to Note 11, "Asset Retirement Obligations," and Note 19, "Other Commitments and Contingencies," for further information.

Source: Item 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies, 10-K 0001111711-26-000027 vs Item 8, Note 1 – Nature of Operations and Summary of Significant Accounting Policies, 10-K 0001111711-25-000008

Every change, by type

Sentences and paragraphs of NI's Risk Factors and MD&A, 10-K 2026-02-11 against 10-K 2025-02-12. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•Our construction of the Contract Assets and any generation or transmission assets we develop to support future data center contracts involves significant risks. Construction delays, cost overruns or performance issues with the Contract Assets could reduce our returns under the ADS Contract or other future data center contracts and could require us to obtain additional financing.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
•The terms and availability of the significant additional financing required to construct the Contract Assets and any generation or transmission assets we develop to support future data center contracts.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
•Pursuit of our partnership with ADS creates significant opportunity costs and reduces our strategic and financial flexibility in the near term.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
•The return structure and risk profile of ADS Contract and any future data center contract will differ from those of NIPSCO’s traditionally regulated utility operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
resources, with solar, wind, and battery storage being more significantly impacted than natural gas. It is possible that, under future MISO rules, the capacity accreditation for the capacity resources we construct (potentially including the significant capacity resources we plan to construct to serve ADS and any additional data center customers) will be eliminated or reduced, in which case we would need to replace or supplement the accredited generation capacity we plan to build. We expect that we would need to obtain significant additional debt and equity financing to fund these investments, which may not be available on favorable terms or at all. Although under the terms of the ADS Contract the costs of additional investment in generation resources in response to loss of MISO accreditation would be shared by us and ADS, such investment would be funded initially by us, and our recovery from ADS would occur over an extended period of time. In addition, there can be no guarantee that future data center contracts will contain adequate protections in this regard, or that any such contractual protections would be effective. If we are required to construct additional generation as a result of MISO accreditation changes (and obtain related financing), this could negatively impact our return under the ADS Contract or other data center contracts or otherwise adversely affect our future results and financial condition.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
Our ability to construct the currently contemplated generation and transmission assets, and any future generation, transmission or distribution assets in a timely manner and within budget is contingent upon many variables and subject to substantial risks. These variables include, but are not limited to, the ability of key suppliers, general contractors and subcontractors to timely satisfy their obligations under existing or future contracts and in compliance with the terms of such contracts, including the EPC Contracts and equipment supply contracts we have already entered into; the impact of new tariffs, if any, inflation and other trade or economic factors that may impact the cost of supplies and services; any other changes in the availability or costs of materials, equipment or commodities; changes in law or regulation, including environmental compliance requirements; the availability of and ability of our contractors to hire and retain qualified labor and the cost of such labor; delays caused by construction incidents or injuries, work stoppages, poor initial cost estimates and unforeseen engineering issues; the impact of public health emergencies or natural disasters or other severe weather events; capital market conditions, including the availability of credit and our ability to obtain financing on acceptable terms; charges allocated to us by MISO with respect to these assets; the impact of public involvement, intervention or litigation; and our ability to obtain any necessary land rights, easements and/or zoning approvals in a timely manner, or at all.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
In addition, we are subject to the risk that we may construct or purchase certain projects to capture anticipated future growth (including in connection with potential data center customers), which may not materialize, and may cause the construction to occur over an extended period of time, in which case we may be unable to recover any or all amounts invested in such a project, or receive the anticipated increases in revenue and cash flows resulting from such projects until much later than expected, if at all.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
Climate change is exacerbating risks to our physical infrastructure by increasing the frequency of extreme weather, including temperature stresses to our electric and gas systems and equipment and storms and floods that damage infrastructure. In addition, climate change is likely to cause lake and river level changes that affect the manner in which services are currently

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
In addition, we expect to incur significant additional indebtedness in order to construct the generation and transmission assets needed to serve ADS and any future data center customers. See “Data Center Operations and Strategy Risks—We will be required to obtain significant additional financing in order to construct the Contract Assets and any generation or transmission assets we develop to support future data center contracts. Such financing may not be available on favorable terms, if at all.” and “—Pursuit of our partnership with ADS creates significant opportunity costs and reduces our strategic and financial flexibility in the near term.” for a discussion of certain risks relating to this anticipated additional indebtedness.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedRisk Factors
For a discussion of the regulation of our operations related to serving data center customers and relationships with data center customers that are served by generation assets constructed by GenCo and related risks, see “Data Center Operations and Strategy Risks—The return structure and risk profile of ADS Contract and related development of the Contract Assets differ from those of NIPSCO’s traditionally regulated utility operations. Any future data center contracts we enter into are expected to have a comparable structure and risk profile.”

Read it in 10-K 2026-02-11 at sec.gov ↗

RemovedRisk Factors
completion dates of our projects could also include delays in the financial return of certain investments and impact the overall timing of our electric generation transition.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
Construction risks include, but are not limited to, changes in the availability or costs of materials, equipment, commodities or labor (including changes to tariffs on materials), delays caused by construction incidents or injuries, work stoppages, poor initial cost estimates, unforeseen engineering issues, and general contractors and subcontractors not performing as required under their contracts.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedRisk Factors
A disruption or failure of natural gas distribution systems, or within electric generation, transmission or distribution systems, in the event of a hurricane, tornado, wildfire, flood, or other major weather event, or terrorist attack, acts of war, international

Read it in 10-K 2025-02-12 at sec.gov ↗

RewordedRisk Factors
If there is a delay in obtaining any required regulatory approvals or if we fail to obtain or maintain any required approvals or to comply with any applicable laws or regulations, including as a result of public opposition to our existing or planned capital projects or due to new or increased federal, state or local requirements, we may not be able to construct or operate our facilities, we may be forced to incur additional costs or we may be unable to recover any or all amounts invested in a project.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
There may be external External factors such as inflation, monetary policy or other market conditions which could impact our cost of borrowing and could make it more difficult to obtain the financing for our operations or investments that is required to construct the Contract Assets and any generation and transmission assets we develop to support future data center contracts on favorable terms. terms, or at all.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Deployment or adoption of new or emerging business technologies, including artificial intelligence, Internet of Things (IoT) devices, and cloud-based platforms, increased reliance on third-party vendors, cloud service providers and software supply chains, along with maintaining legacy technology, heightens our exposure to risks outside of our control and represents a large-scale opportunity for attacks on our information systems and confidential customer and employee information, as well as on the integrity of the electric grid and the natural gas infrastructure.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
A cybersecurity breach of our information systems or operational technology, or a cybersecurity breach of the information systems of our customers, suppliers or others with whom we do business, could, among other things, (i) adversely impact our ability to safely and reliably deliver electricity and natural gas to our customers through our generation, transmission and distribution systems and potentially negatively impact our compliance with certain mandatory reliability and gas flow standards, (ii) subject us to reputational and other harm or liabilities associated with theft or inappropriate release of certain types of information such as system operating information or information, personal or otherwise, relating to our customers or employees, (iii) impact our ability to manage our businesses, and/or (iv) subject us to legal and regulatory proceedings and claims from third parties, in addition to remediation costs, any of which, in turn, could have a material adverse effect on our businesses, cash flows, financial condition and/or results of operations.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Any such third-party investors may have interests and objectives which may differ from ours, we may be unable to cause these third parties to take action that we believe would be in the JV’s best interest, and, accordingly, disputes may arise that may result in operational impasses or litigation, including business delays.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
An In addition, an economic downturn or uncertainty, market turmoil, changes in interest rates, changes in tax policy, challenges faced by financial institutions, changes in our credit ratings, or a change in investor sentiment toward us or the utilities industry or the cloud-computing, artificial intelligence and data center industry generally could adversely affect our ability to raise additional capital or refinance debt. the necessary capital.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
In the event that approval of this application is not obtained, or the rule is not finalized and implemented, future operations could be impacted. impacted, as well as NIPSCO's ability to comply with certain EPA requirements.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Macro supply chain issues and U.S. federal policy actions actions, such as additional federal directives preventing the retirement of these or other assets and the duration of such directives, could create uncertainty around the timing and availability of key input materials necessary to develop and place our electric generation projects in service.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Additionally, non-compliance with debt covenants Any and all of the above could adversely affect our ability to obtain future borrowings and as a result materially adversely affect our business, financial condition, results of operations, and liquidity.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Goodwill is also tested for impairment when factors, examples of which include reduced cash flow estimates, a sustained decline in stock price or market capitalization below book value, indicate that the carrying value may not be recoverable and results in a significant charge to earnings.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
Our operations and financial results are subject to various The following is a summary of material risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedRisk Factors
In addition, compliance with PHMSA regulations, including the expected final ruling around leak detection and repair requirements could subject our gas utilities to higher operating costs and divert business resources from other activities in order to remain compliant.

Read it in 10-K 2026-02-11 at sec.gov ↗

Quiet changesRisk Factors
Additionally, our information systems could experience ongoing, often sophisticated, cyber-attacks or security breaches by a variety of sources, including foreign sources, with the apparent aim to breach our cyber-defenses.

Read it in 10-K 2026-02-11 at sec.gov ↗

Quiet changesRisk Factors
Accordingly, our ability to meet our debt obligations or pay dividends on our common stock and preferred stock stock, if any, is largely dependent upon cash generated by these subsidiaries.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In September 2025, NIPSCO entered into an agreement with ADS, a wholly-owned subsidiary of Amazon.com, Inc., under which NIPSCO will provide electricity to ADS' data centers. Under the ADS Contract, which is pending IURC approval, NIPSCO will provide electric service to ADS pursuant to a capacity commitment beginning in 2027 and increasing annually to

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
2,400 MW by the end of 2032 and will construct up to 3,000 MW of dispatchable generation to provide such electric service. The ADS Contract’s initial term ends 15 years after the initial energization of ADS’ initial data center. Starting January 2027, ADS will regularly pay NIPSCO a fixed capacity charge and certain pass-through charges. Amazon.com, Inc. a publicly traded, investment-grade parent company has guaranteed ADS’ payment obligations. These charges are structured to provide us with a return of our invested capital over the fifteen-year initial term. In addition, the ADS Contract contains provisions for adjustment of the charges designed to provide us with an unlevered internal rate of return on our invested capital over the initial term within a defined range, which we expect over the life of the ADS contract to result in an overall realized return greater than that of NIPSCO’s current electric operations, driven by execution and financing. Our realized return may be impacted by factors such as construction costs, operating performance, financing costs and other variables. NIPSCO will also propose to the IURC a mechanism to pass savings back to retail customers for use of the existing system which is expected to begin in 2027. Refer to Part I, Item 1A, “Risk Factors” for a discussion of certain of these factors and other risks relating to the ADS Contract.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In order to meet demand under the ADS Contract, NIPSCO has entered into a PPA with GenCo, which is pending IURC approval and contains terms and provisions substantially similar to the ADS Contract, such that economic benefits (except savings that are expected to be passed to retail customers as described above) and obligations of the ADS Contract as they relate to the Generation Assets (as defined below) are expected to be borne by GenCo and NiSource, as GenCo’s ultimate parent company, rather than NIPSCO.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
GenCo plans to construct 400 MW of new battery storage and a new power generation facility consisting of two 1,300 MW CCGTs, which are expected to reach commercial operation between 2028 and 2032 (such assets, collectively, the “Generation Assets”). NIPSCO currently has a proceeding before the IURC to approve the generation facilities required to be built for ADS. GenCo has entered into engineering, procurement and construction contracts (the “EPC Contracts”), and certain equipment supply contracts, including a contract to acquire turbines, with respect to the construction of the Generation Assets. The aggregate cost of the Generation Assets, together with the cost to develop related transmission infrastructure (collectively, the “Contract Assets”), is currently estimated to be approximately $7 billion. The EPC Contracts provide certain protections against cost overruns, and any excess costs with respect to the EPC Contracts beyond those protections, or arising apart from the EPC Contracts are, unless otherwise agreed by the parties, shared by ADS and NIPSCO (for transmission) and GenCo (for generation). If the Contract Assets are delivered into service late or do not achieve certain performance-related milestones, ADS is entitled to liquidated damages, subject to a cap and offset against the regular charges paid by ADS.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
Either party may terminate the ADS Contract upon certain defaults or failure to obtain necessary related approvals from the IURC and FERC. ADS may terminate the ADS Contract for convenience following certain notice periods and also has a one-time option (exercisable no later than March 31, 2029) to halve the committed capacity under the ADS Contract to 1,200 MW commencing January 31, 2032. If ADS terminates for convenience, exercises its reduction option or defaults, NIPSCO or its affiliates will be reimbursed for investment costs, subject to agreed caps based on cost estimates by year as of signing. NIPSCO’s aggregate liability, including liquidated damages, is subject to a cap.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
NIPSCO’s and GenCo’s operations under the ADS Contract will be regulated by the IURC in a different way from the regulatory mechanisms applicable to NIPSCO’s historical operations. The terms of the ADS Contract were determined by commercial negotiation with ADS. These terms include the charges we receive from ADS and provisions that may result in adjustments to such charges, including those relating to certain liquidated damages that we may owe ADS in the event of construction delays or capacity shortfalls, the parties’ responsibility to share cost overruns, certain changes in law and force majeure events. The IURC will not determine the commercial terms of the ADS Contract; however, the IURC will maintain oversight under the ADS Contract to ensure NIPSCO provides reliable service to ADS at just and reasonable rates. In order to recover our investment costs and earn our return under the ADS Contract, our subsidiaries must efficiently perform their own obligations and must look to ADS (or its parent guarantor) to perform its obligations, rather than the IURC making use of its traditional rate-making process. In addition, under the ADS Contract, NIPSCO has direct contractual obligations to ADS to, among other things, construct the Contract Assets and deliver committed electric capacity in fixed amounts by certain dates.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
The terms of any future data center contracts we enter into may differ from the terms of the ADS Contract. For example, customer demand may not be served through designated assets and may contemplate that capacity will be procured via PPAs with third parties. However, the terms of any future data center contracts (including the charges we receive from customers and any potential adjustments to such charges) will inform our ability to recover our investments and earn a return. Similar to the ADS Contract, any additional data center contracts will be subject to IURC approval and oversight authority, but the IURC will not determine the commercial terms.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
We continue to experience strong demand from potential data center customers in our northern Indiana service territory and are engaged in negotiations with potential counterparties. Through certain of our subsidiaries, we have entered into certain

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In order to perform under any further data center contracts, we expect that we would need to develop additional generation and transmission assets, which may be significant, and obtain additional financing in connection with such development. For these and other reasons, our ability to successfully execute our data center strategy is subject to a number of risks and uncertainties. Refer to Part I, Item 1A, “Risk Factors” for a discussion of certain risks relating to our data center strategy.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
We continue to advance our energy transition strategy, primarily through the continuation and enhancement of existing programs, such as implementing our plan to retire and replace remaining coal-fired electric generation by 2028 with a balanced mix of low- or zero-emission electric generation, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection and repair. We continue to make progress on our electric generation transition, initiated through our 2018 Integrated Resource Plan ("2018 Plan"), and we are continually adjusting to the dynamic energy landscape. As of December 31, 2025, we have placed in service owned renewable and storage projects with combined nameplate capacities of 1,950 MW and 101 MW respectively. Renewable PPA projects with a combined nameplate capacity of 1,200 MW have also been placed in service. For additional information, see Note 14, "Other Commitments and Contingencies - D. Other Matters". In December 2025, before the planned retirement of the R.M. Schahfer coal facility, the U.S. Secretary of Energy issued an emergency order under section 202(c) of the Federal Power Act requiring R.M. Schahfer to continue operating for 90 days, through March 2026. The order stated that continued operation of R.M. Schahfer was required to meet an energy emergency across MISO’s North and Central regions and authorizes NIPSCO to obtain cost recovery pursuant to 16 U.S.C. § 824a(c). For additional information, see "Results and Discussion of Operations - NIPSCO Operations," in this Management's Discussion, and see Part I, Item 1A. "Risk Factors" in this Annual Report on Form 10-K.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
In October 2025, NiSource issued a 19.9% equity interest in NiSource’s wholly-owned subsidiary Generation Holdings II to BIP Orion Holdco L.P. and BIP Orion Holdco II L.P., affiliates of Blackstone (collectively, “Blackstone Investor”), in exchange for $35.2 million in cash contributions to Generation Holdings II through an Amended and Restated Limited Liability Company Agreement of Generation Holdings II (the Generation Holdings II “LLC Agreement”). Generation Holdings II is the sole owner of GenCo.

Read it in 10-K 2026-02-11 at sec.gov ↗

AddedMD&A
The Generation Holdings II LLC Agreement establishes, among other things, governance rights, exit rights, requirements for additional capital contributions, mechanics for distributions, and other arrangements for Generation Holdings II. Specifically,

Read it in 10-K 2026-02-11 at sec.gov ↗

RemovedMD&A
Energy Transition: We are advancing our energy transition strategy primarily through the continuation and enhancement of existing programs, such as retiring and replacing remaining coal-fired electric generation by 2028 with a balanced mix of low or zero-emission electric generation and battery storage, ongoing pipe replacement and modernization programs, and deployment of advanced leak detection and repair. Our electric generation transition, initiated through our 2018 Integrated Resource Plan

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
("2018 Plan") is well underway, and we are continually adjusting to the dynamic energy landscape. As of December 31, we have placed in service owned renewable and storage projects, developed under BTAs, with combined nameplate capacities of 1,065 MW and 45 MW respectively. Renewable PPA projects with a combined nameplate capacity of 600 MW have also been placed in service. In addition, renewable and storage BTA projects with combined nameplate capacities of 1,085 MW and 56 MW, respectively, and renewable PPA projects with a combined nameplate capacity of 600 MW were under development as of December 31, all of which have received IURC approval. The capacity figure for BTA projects in development includes the Templeton Wind project. In October 2024, NIPSCO contracted with a developer to convert the previously approved Templeton Wind PPA to a BTA and has provided a notice of intent to file a CPCN with the IURC. In 2024, the IURC approved full ownership of the Cavalry, Dunns Bridge II, Fairbanks and Gibson and the cost of the Fairbanks project as contemplated in contractual actions. Full ownership of these projects allows NIPSCO to leverage provisions of the IRA, monetize renewable tax credits more effectively, and provide enhanced benefits to customers as compared to the previous tax equity partnership structure approved by the IURC. We remain on track to retire R.M Schahfer's remaining two coal units by the end of 2025. For additional information, see "Results and Discussion of Operations - NIPSCO Operations," in this Management's Discussion.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
The market price of natural gas was stable during 2024 and was very close to levels seen in 2023. Similar to natural gas pricing, electric commodity costs have remained stable due to available supplies of natural gas and coal and the growing influence of renewable generation on power market pricing. Changes in commodity prices do not have a material impact on our results of operations, however higher commodity prices can impact our cash flows and liquidity. For more information on our commodity price impacts, see Item 1A. Risk Factors, "Operational Risks" of this Annual Report on Form 10-K, "Results and Discussion of Segment Operations - Columbia Operations," "Results and Discussion of Segment Operations - NIPSCO Operations," and "Market Risk Disclosures."

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
NIPSCO continues to execute on an electric generation transition consistent with the 2018 Plan and 2021 Plan and maintained in the 2024 Plan, which outlines the path to retire the remaining two coal units at R.M. Schahfer by the end of 2025 and the remaining coal-fired generation at Michigan City by the end of 2028, to be replaced by lower-cost, reliable and cleaner options. See "Liquidity and Capital Resources" in this Management's Discussion for additional information on our capital investment spend.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
NIPSCO continues to await EPA decision on an administrative approval associated with the operation of R.M. Schahfer’s remaining two coal units, which are expected to be retired by the end of 2025. In the event that the approval is not obtained, future operations could be impacted. We cannot estimate the financial impact on us if this approval is not obtained. Refer to Item 1A. Risk Factors, "Operational Risks," of this Annual Report on Form 10-K for further detail.

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
Since 2020, two wind PPA projects and six owned projects (two wind, two solar and two solar plus storage) have been placed into service totaling 2,201 MW of nameplate capacity, including Dunns Bridge II which was placed into service in January 2025. NIPSCO has executed commercial agreements for each of the six remaining identified projects. Fairbanks, Gibson, Green River, Appleseed and Carpenter have received IURC approval. The Templeton Wind project previously received approval as a PPA, however, NIPSCO has contracted with a developer to convert the PPA to a BTA and has provided a notice of intent to file a CPCN with the IURC. In January 2024, the IURC approved increases to the project costs as well as the full ownership of Cavalry and Dunns Bridge II. In August 2024, the IURC approved full ownership of Gibson and Fairbanks as well as increases to the cost of the Fairbanks project. In October 2024, the IURC approved the CPCN for NIPSCO's planned gas peaking facility to be located at the R.M. Schahfer Generating Station. See "Executive Summary - Energy Transition" in this Management's

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
Remaining Renewables Projects Transaction Type Technology Nameplate Capacity (MW) Storage Capacity (MW) Fairbanks BTA Solar 250 — Gibson BTA Solar 200 — Templeton BTA(1) Wind 200 — Green River 20 year PPA Solar 200 — Appleseed 20 year PPA Solar 200 — Carpenter 20 year PPA Wind 200 —

Read it in 10-K 2025-02-12 at sec.gov ↗

RemovedMD&A
•On January 3, 2024, we applied the proceeds from the NIPSCO Minority Interest Transaction and repaid in full our $1.0 billion term credit agreement and our $650.0 million term credit agreement.

Read it in 10-K 2025-02-12 at sec.gov ↗

RewordedMD&A
Favorable (Unfavorable) Changes in Operating Revenues (in millions) 2025 vs 2024 vs 2023 New rates from base rate proceedings, proceedings and regulatory capital, capital and DSM programs $ 238.4 324.2 The effects of weather in 2025 compared to 2024 48.9 The effects of customer growth 12.8 Renewable Joint Venture revenue, fully offset by Joint Venture operating expense and noncontrolling interest net income (loss) 17.5 (8.6) The effects of customer usage 11.9 The effects of customer growth 11.2 Decreased fuel handling costs 9.7 (3.2) Other (6.2) (3.8) Change in operating revenues (before cost of energy and other tracked items) $ 282.5 370.3 Operating revenues offset in operating expense Lower Higher cost of energy billed to customers (270.8) 147.0 Lower tracker deferrals within operation and maintenance, depreciation and tax (32.4) 40.1 Reduction in gross receipts tax, offset in operating expenses 1.1 (0.9) Total change in operating revenues $ (19.6) 556.5

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Favorable (Unfavorable) Changes in Operating Revenues (in millions) 2025 vs 2024 vs 2023 New rates from base rate proceedings and regulatory capital programs $ 112.5 178.9 The effects of weather in 2025 compared to 2024 53.9 The effects of customer growth 6.2 5.8 The effects of customer usage 5.9 The effects of weather in 2024 compared to 2023 (5.2) (7.5) Other (4.2) 1.4 Change in operating revenues (before cost of energy and other tracked items) $ 115.2 232.5 Operating revenues offset in operating expense Lower Higher cost of energy billed to customers (130.3) Lower 305.2 Higher tracker recoveries within operation and maintenance, depreciation, and tax (15.0) 89.6 Total change in operating revenues $ (30.1) 627.3

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The increase in net income available to common shareholders during 2024 2025 was primarily due to higher revenues, net of cost of energy, driven by our continued investment in safety, safety and successful regulatory outcomes for these investments, reliability and low- or zero-emission generation as well as increased AFUDC, reported in Other Deductions, Net, primarily related to NIPSCO's wholly owned Cavalry and Dunns Bridge II projects. year-over-year.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
With a focus on workforce planning, we are evaluating our future talent footprint by creating Our flexible work arrangements arrangements, where possible to possible, support a broader talent footprint for sourcing talent needed talent. and for remaining competitive.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The increase in net income available to common shareholders is partially offset by higher operation and maintenance expense, higher depreciation expense attributed to our planned capital expenditures, higher and increased interest expense and higher net income attributable to noncontrolling interest following the consummation of the NIPSCO Minority Interest Transaction. expense.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Lower current The year over year increase in investing activities were was primarily driven by lower comprised of milestone payments to renewable generation asset developers for certain of our BTA projects projects, advanced deposits, and additional capital expenditures in 2024 2025 compared to 2023. 2024.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Effective upon the closing In January 2024, BIP transferred its equity interest to one of this transfer, its affiliates and the members of NIPSCO Holdings II entered into a Second Amended and Restated Limited Liability Company Operating Agreement of NIPSCO Holdings II (the "Amended LLC Agreement"). II.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
Actual (in millions) 2024 2025 Columbia Operations System Growth and Tracker $ 923.0 825.5 Maintenance 286.0 387.5 Total Columbia Operations 1,209.0 1,213.0 NIPSCO Operations System Growth and Tracker 754.0 740.9 Maintenance 492.0 596.8 Generation Transition Investments 1,006.4 1,171.2 Total NIPSCO Operations 2,252.4 2,508.9 Corporate and Other Operations - Maintenance(1) 231.1 Operations(1) 329.7 Total Capital Expenditures(2) $ 3,692.5 4,051.6

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The increase in total volumes sold to electric customers for twelve months ended December 31, 2024 2025 compared to the same period in 2023 2024 was primarily attributable to residential customer growth and increased usage by wholesale, industrial, and residential commercial customers, partially offset by a decrease in usage by industrial customers.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The underlying reasons for changes in our operating revenues and expenses from for the twelve months ended December 31, 2025 compared to the same period in 2024 to 2023 are presented in the respective tables below.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
The decrease increase in total volumes sold to gas customers for the twelve months ended December 31, 2024 2025 compared to the same period in 2023 2024 was primarily attributable to decreased usage by industrial customers. colder weather, as well as residential and commercial customer count growth.

Read it in 10-K 2026-02-11 at sec.gov ↗

RewordedMD&A
NIPSCO - Electric(5) Electric(3) GCT - 1 $149.9 9/23-10/25 12/16/2024 3 $385.6 9/23-10/26 12/16/2025 New gas peaker generation project costs cost forecasted through the requested billing period May – Oct. 2025. October 2026.

Read it in 10-K 2026-02-11 at sec.gov ↗

Quiet changesMD&A
(1) Certain (1)Certain amounts may subsequently be allocated out of Corporate and Other Maintenance Costs to the Columbia Operations and NIPSCO Operations segments when placed in service.

Read it in 10-K 2026-02-11 at sec.gov ↗

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