What changed in NiSource's 10-K — 2024 vs 2025

Talent is identified, and potential paths of development are discussed, to ensure that employees have an opportunity to build their skills to be well-prepared for future roles. We maintain formal succession plans for our CEO and key officers.

Available Information We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers from which investors can electronically access our SEC filings.

We make a number of reports and other information available free of charge on our website, www.nisource.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC. 16 Table of Contents N I S OURCE I NC .

Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations, cash flows, and the market price of our common stock.

Risk Factors Summary The following is a summary of material risks that could adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.

OPERATIONAL RISKS • We may not be able to execute our business plan or growth strategy, including utility infrastructure investments, or business opportunities. • Our distribution, transmission and generation activities involve a variety of inherent hazards and operating risks, including potential public safety risks. • We currently conduct and may conduct in the future certain operations through a JV arrangement involving third-party investors that may result in operational impasses or litigation, including business delays as a result of such arrangements. • Failure to adapt to advances in technology, including alternative energy sources, and changes in laws or regulations to support such advances in technology or alternative energy sources, and our inability to manage such related costs could make us less competitive. • Increased dependency on technology may hinder our business operations and adversely affect our financial condition and results of operation if such technology fails. • Aging infrastructure may lead to disruptions in operations and increased capital expenditures and maintenance costs. • We may be unable to obtain insurance on acceptable terms or at all, and the insurance coverage we do obtain may not provide protection against all significant losses. • Aspects of the implementation of our electric generation strategy, including the timing of the retirement of our coal generation units or the addition of new generation resources, may be delayed and may not achieve intended results. • Our capital projects and programs subject us to construction and supply risks, and are subject to governmental oversight and approvals. • Fluctuations in weather, gas and electricity commodity costs, and economic conditions may impact customer demand. • Fluctuations in the price of energy commodities or their related transportation costs, or an inability to obtain an adequate, reliable and cost- effective fuel supply may impact our ability to meet customer demand. • Failure to attract, retain or re-skill an appropriately qualified workforce, and maintain good labor relations, could adversely impact safety, service reliability, and customer satisfaction. • Failure to effectively manage new initiatives and organizational changes. • Actions of activist stockholders could negatively affect our business and stock price and cause us to incur significant expenses. • We outsource certain business functions to third-party suppliers and service providers, and may be impacted by substandard performance or quality by third parties. • The impacts of a cyber-attack or security breach on any of our or certain third-party technology systems, including operational disruptions and the loss or misuse of confidential and proprietary information and related liability. • Failure to comply with cybersecurity laws and regulations and the resulting impact on our reputation and business. • The impacts of natural disasters, acts of terrorism, acts of war, civil unrest, accidents, public health emergencies or other catastrophic events including operational disruptions. • We are exposed to significant reputational risks, which make us vulnerable to a loss of cost recovery, increased litigation and negative public perception. • The physical impacts of climate change and the transition to a lower carbon future are impacting our business and could materially adversely affect our results of operations. • We are subject to operational and financial risks and liabilities associated with the implementation and efforts to achieve our carbon emission reduction goal. 18 Table of Contents N I S OURCE I NC .

RISK FACTORS FINANCIAL, ECONOMIC AND MARKET RISKS • We have substantial indebtedness which could adversely affect our financial condition. • A drop in our credit ratings could adversely impact our cash flows, results of operation, financial condition and liquidity. • Adverse economic and market conditions, including increases in inflation or interest rates, recession or changes in investor sentiment could materially and adversely affect our business, results of operations, cash flows, financial condition and liquidity. • Most of our revenues are subject to regulation and are exposed to the impact of regulatory rate reviews and proceedings. • The actions of regulators and legislators could result in outcomes that may adversely affect our earnings and liquidity. • Our business operations are subject to economic conditions in certain industries. • We are exposed to payment risk with respect to customers and risk that suppliers or counterparties will not perform their contractual obligations. • We are a holding company and are dependent on cash generated by our subsidiaries to meet our debt obligations and pay dividends on our stock. • Capital market performance and other factors may decrease the value of benefit plan assets, which then could require significant additional funding and impact earnings. • Any future impairments of goodwill resulting in a significant charge to earnings in a future period and negatively impacting our compliance with certain contractual covenants.

LITIGATION, REGULATORY AND LEGISLATIVE RISKS • The outcome of legal and regulatory proceedings, investigations, inquiries, claims and litigation related to our business operations may have a material adverse effect on our results of operations, financial position or liquidity. • A failure to comply with changes in, or new or different interpretations of, the various federal, state and local laws, regulations, tariffs and policies applicable on our business. • Our businesses are regulated under numerous environmental laws and regulations.

The cost of compliance with these laws and regulations, and changes to or additions to, or reinterpretations of the laws and regulations, could be significant, and the cost of compliance may not be recoverable.

Liability from the failure to comply with existing or changed laws and regulations could have a material adverse effect on our business, results of operations, cash flows and financial condition. • Changes in tax laws or the interpretation thereof and challenges to tax positions could adversely affect our financial results.

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. • 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. • Pursuit of our partnership with ADS creates significant opportunity costs and reduces our strategic and financial flexibility in the near term. • 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. • Our partnership with ADS exposes us to significant customer concentration risk. 19 Table of Contents N I S OURCE I NC .

Any of these circumstances could adversely affect our business, results of operations and growth prospects.

Any such third-party investors may have interests and objectives which may differ from ours, we may be unable to cause these third 20 Table of Contents N I S OURCE I NC . ITEM 1A.

We face risks associated with aging electric and gas infrastructure. These risks can be driven by threats such as, but not limited to, electrical faults, mechanical failure, internal corrosion, external corrosion, ground movement and stress corrosion and/or cracking.

The age of these assets may result in a need for replacement, a higher level of maintenance costs or unscheduled outages, despite efforts by us to properly maintain or upgrade these assets through inspection, scheduled maintenance and capital investment.

In addition, the nature of the information available on aging infrastructure assets, which in some cases is incomplete, may make the operation of the infrastructure, inspections, maintenance, upgrading and replacement of the assets particularly challenging.

Missing or incorrect infrastructure data may lead to (i) difficulty properly locating facilities, which can result in excavator damage and operational or emergency response issues, (ii) configuration and control risks associated with the modification of system operating pressures in connection with turning off or turning on service to customers, which can result in unintended outages or operating pressures and (iii) other potential risks related to missing or incorrect infrastructure data.

Also, additional maintenance and inspections are required in some instances to improve infrastructure information and records and address emerging regulatory or risk management requirements, resulting in increased costs. 21 Table of Contents N I S OURCE I NC .