NISOURCE INC.

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. 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 planned expenditures supporting our existing data center customers is currently estimated to be between $14.0 and $14.5 billion. If we enter into additional data center contracts, we expect that we would need to develop additional generation and transmission assets to serve our new data center customers, which may be significant. In order to fund the development of these assets required to serve current and future data center customers, we will be required to obtain significant financing. 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 Current Data Center Contracts, debt, 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, and we may consider other funding sources, structures, or partnerships, which may include JVs, off-balance sheet arrangements, or other arrangements to support maintenance of our investment grade credit ratings. 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.

Sources of financing activities for the current year are as follows:

Details of our ATM program activity are summarized below:

•In October 2025, we executed a forward sale agreement, which allowed 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 2,390,057 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $41.84 per share. In October 2026, we settled the forward sale agreement in shares for $99.9 million, based on a net price of $41.81 per share.

•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.

•In June 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 2,151,874 shares from third parties, which the forward purchaser sold, through its affiliated agent, at a weighted average price of $46.47 per share. We may settle the forward sale agreement in shares, cash or net shares by December 2026.

•As of September 30, 2026, the ATM program inclusive of the outstanding forward sale agreements had approximately $1.15 billion of equity capacity available. The ATM program expires in December 2028.

Details of our long-term debt activity are summarized below:

•In May 2026, we completed the issuance and sale of $500.0 million of 4.75% senior unsecured notes maturing in 2031 and $750.0 million of 5.30% senior unsecured notes maturing in 2036. The issuances resulted in approximately $1.236 billion of total net proceeds after discount and debt issuance costs.

•In August 2026, we completed the issuance and sale of $750.0 million of 6.25% fixed-to-fixed reset rate junior subordinated notes maturing in 2057, which resulted in approximately $740.1 million of net proceeds after debt issuance costs.

See Note 6, "Equity," Note 7, "Short-Term Borrowings," and Note 8, "Long-Term Debt," 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:

Operating Activities

The year over year increase in cash from operating activities was primarily attributable to changes in accounts receivable, accounts payable and other noncurrent liabilities. These increases were partially offset by changes in exchange gas receivables and payables, primarily due to the timing of gas fuel cost deferrals and recoveries, as well as changes in regulatory assets and liabilities, and prepayments and other current assets.

Investing Activities

The year over year increase in investing activities was primarily driven by current year capital expenditures and advance deposits partially offset by prior year milestone payments to renewable generation asset developers for certain of our BTA projects and capital expenditure reimbursement in the current year.

We have updated our capital plan and expect to make capital investments totaling approximately $40.0 billion during 2027-2033, including $32.0 billion to support our base business and $8.0 billion to support GenCo. An estimate of our forecasted capital investments over the next five years is included in the table below. GenCo capital investments are inclusive of both our Contract Assets and Pool Resource Assets to support our data center customers.

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:

(1)Programs do not include any costs already included in base rates.

(2)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. In August 2026, Columbia of Ohio filed an unopposed Stipulation with PUCO Staff agreeing to a reduction of its PHMSA IRP Rider Capital to $186.9 million for calendar year 2027. An order from the PUCO ruling on this application is anticipated in the fourth quarter of 2026. In October 2026, Columbia of Ohio filed an unopposed stipulation which includes recovery of $222.4 million of capital for Rider IRP and $188.9 million of capital for the CEP Rider.

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. In August 2026, NIPSCO filed a Petition for Reconsideration of the IURC's August 5 order denying the proposed Gas TDSIC Plan. Rather than seeking reconsideration of the original order, NIPSCO requested approval of the Rural Extensions Program, which represented direct capital of approximately $208.0 million of the proposed TDSIC Plan, excluding indirect costs and AFUDC, included in the TDSIC Plan. In October, the IURC denied NIPSCO’s Petition for Reconsideration of the Rural Extension Programs. In addition, in September 2026, NIPSCO filed a notice of appeal with the Indiana Court of Appeals.

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.

Sources of Liquidity

The following table displays our liquidity position as of September 30, 2026 and December 31, 2025:

(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 September 30, 2026, the ratio was 51.3%.

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 September 30, 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.

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 September 30, 2026, the collateral requirement of approximately $154.2 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 September 30, 2026, 479,602,650 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 and our May and August 2026 debt issuances, there were no additional material changes from year-end during the nine months ended September 30, 2026. Refer to Note 8, "Long-Term Debt," and Note 14, "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 14, "Other Commitments and Contingencies," in the Notes to the Condensed Consolidated Financial Statements (unaudited) for additional information about such arrangements.