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NISOURCE INC.

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

NI$44.15-0.7%Stored close · as of Nov 6, 2026

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Noncontrolling Interests

  1. Noncontrolling Interests

Joint Venture VIEs. A VIE is an entity in which the controlling interest is determined through means other than a majority voting interest. NIPSCO is the managing member and operator of two wind JVs, Rosewater and Indiana Crossroads Wind, which have 102 MW and 302 MW of nameplate capacity, respectively. NIPSCO is also a managing member and operator of two solar JVs, Indiana Crossroads Solar and Dunn's Bridge I, which have a nameplate capacity of 200 MW and 265 MW, respectively. We have determined that these JVs are VIEs. NIPSCO controls decisions that are significant to these entities' ongoing operations and economic results. Therefore, we have concluded that NIPSCO is the primary beneficiary and have consolidated all four entities.

Members of each respective JV include NIPSCO (which is the managing member) and a tax equity partner. Earnings, tax attributes and cash flows are allocated to both NIPSCO and the tax equity partner in varying percentages by category and over the life of the partnership. NIPSCO and each tax equity partner contributed cash to the respective JV. Once the tax equity partner has earned their negotiated rate of return and after a stated contractual date, NIPSCO has the option to purchase the remaining interest in the respective JV, at fair market value, from the tax equity partner. NIPSCO has an obligation to purchase 100% of the electricity generated by each JV.

We did not provide any financial or other support for the JVs during the quarter that was not contractually required.

Our Condensed Consolidated Balance Sheets (unaudited) included the following assets and liabilities associated with the JV VIEs.

(in millions)September 30, 2026December 31, 2025
Net property, plant and equipment$1,222.5$1,273.0
Current assets43.527.6
Total assets(1)1,266.01,300.6
Current liabilities15.416.1
Asset retirement obligations57.655.7
Finance lease obligations40.040.1
Total liabilities(1)(2)$113.0$111.9

(1)The assets of each VIE represent assets of a consolidated VIE that can be used only to settle obligations of the respective consolidated VIE. The creditors of the liabilities of the VIEs do not have recourse to the general credit of the primary beneficiary.

(2)In addition to the amounts disclosed above there is a de minimis amount of other noncurrent assets and liabilities at Rosewater as of September 30, 2026.

GenCo VIE. In October 2025, a 19.9% equity interest in NiSource's wholly owned subsidiary, Generation Holdings II, the sole owner of GenCo, was issued to BIP Orion Holdco L.P. and BIP Orion Holdco II L.P. (collectively, “Blackstone Investor”), in exchange for $35.2 million in cash contributions to Generation Holdings II throughthe Generation Holdings II LLC Agreement. Generation Holdings II is considered a VIE as it passes the variability of its operating results through to its shareholders (Generation Holdings I and Blackstone Investor) and has insufficient equity to finance its activities without additional subordinated financial support. The sole purpose of the VIE is to own and operate GenCo, which will acquire and build generation assets and provide capacity and electricity to support our data center customers. Generation Holdings II and its wholly owned subsidiary, GenCo, is a consolidated VIE, as we have the power to direct the significant decision-making activities that most impact the ongoing operations and economic performance of the entity (i.e., we are the primary beneficiary) including business development and operating decisions. See Note 4 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025, for additional details on the Generation Holdings II LLC Agreement.

During the three and nine months ended September 30, 2026, we received $52.8 million and $100.6 million in contributions, respectively, from our Generation Holdings II minority interest holders based on their relative ownership percentages and made zero distributions to these minority interest holders during the respective periods. There wereno contributions received or distributions made during the three and nine months ended September 30, 2025.

Our Condensed Consolidated Balance Sheets (unaudited) included the following assets and liabilities associated with the GenCo VIE:

(in millions)September 30, 2026December 31, 2025
Net Property, Plant and Equipment$634.8$39.7
Current assets185.162.5
Other assets184.4305.4
Regulatory assets10.0—
Total assets(1)1,014.3407.6
Current liabilities74.440.8
Total liabilities(1)$74.4$40.8

(1)The assets of each VIE represent assets of a consolidated VIE that can be used only to settle obligations of the respective consolidated VIE. The creditors of the liabilities of the VIEs do not have recourse to the general credit of the primary beneficiary.

Voting Interest Entities. We retain a controlling financial interest in NIPSCO Holdings II and its subsidiaries and consolidate their financial results. See Note 4 to the Company’s Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025, for additional details on the NIPSCO Holdings II LLC Agreement. The following table provides information about the contributions from and distributions to our NIPSCO minority interest holders included in our Condensed Statements of Consolidated Cash Flows (unaudited) and Condensed Statements of Consolidated Equity (unaudited).

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in millions)2026202520262025
Contributions from NIPSCO minority interest holders$17.1$11.0$93.8$145.3
Distributions to NIPSCO minority interest holders12.511.159.555.5
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.