01—Abstract
Summary
Summary of the 10-K filed February 11, 2026. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. reported 2025 operating revenues of $6.64 billiona, up from $5.46 billion in 2024, and net income attributable to NiSource of $929.5 million, or $1.95 diluted EPS, compared with $1.62 in 2024.
Operating income rose to $1.84 billionb from $1.46 billion. The company is an energy holding company whose primary subsidiaries are fully regulated natural gas and electric utilities serving approximately 3.8 million customers in six states, organized into two reportable segments: Columbia Operations and NIPSCO Operations. Total capital expenditures were $4.05 billion in 2025, and the company expects roughly $21.0 billion of base-business capital investment over 2026-2030, plus about $7.0 billion to develop the Contract Assets for the ADS data center contract.
The central strategic development is the ADS Contract, entered into in September 2025 with Amazon Data Services, under which NIPSCO will provide electricity to ADS data centers, pending IURC approval. The contract calls for capacity increasing to 2,400 MW by the end of 2032, and GenCo will build roughly 3,000 MW of dispatchable generation. Amazon.com, Inc. has guaranteed ADS's payment obligations.
ADS holds a one-time option, exercisable by March 31, 2029, to halve committed capacity to 1,200 MW, and it may terminate for convenience, with reimbursement capped. The company also sold a 19.9% equity interest in Generation Holdings II to Blackstone affiliates in October 2025 for $35.2 million, with up to $1.325 billionc of further Blackstone capital contributions committed. Management states that the ADS Contract and future data center contracts will require significant additional debt and equity financing.
Balance sheet and financing points include total consolidated indebtedness of $16,213.5 milliond at year-end 2025, a debt-to-capitalization covenant ratio of 51.0% against a 70% limit, and credit ratings of BBB+ (S&P), Baa2 (Moody's), and BBB (Fitch), all with stable outlooks at NiSource. The company paid common dividends of $1.12 per share in 2025, and its Board declared a quarterly dividend of $0.300 per share in January 2026.
Risk factors emphasize the financing needs, data center concentration risk, MISO accreditation changes, and the 202(c) emergency order keeping the R.M. Schahfer coal units running.
02—Key points
Key Highlights
- Operating revenues rose to $6,642.2 million in 2025 from $5,455.1 million in 2024; operating income rose to $1,835.3 million from $1,455.5 million.
- Net income attributable to NiSource was $929.5 million, or $1.95 diluted EPS, versus $1.62 diluted EPS in 2024.
- ADS Contract with Amazon Data Services, signed September 2025 and pending IURC approval, is expected to scale to 2,400 MW by end of 2032; Contract Assets are estimated at approximately $7 billion.
- ADS has a one-time option, exercisable by March 31, 2029, to reduce committed capacity to 1,200 MW starting January 31, 2032, and may terminate for convenience; reimbursement for invested capital is capped.
- Total capital expenditures were $4,051.6 million in 2025; the company expects about $21.0 billion of base-business investment over 2026-2030 excluding the ADS Contract.
- Total consolidated indebtedness was $16,213.5 million at December 31, 2025, with the debt-to-capitalization covenant at 51.0% versus a 70% maximum.
- Blackstone affiliates hold a 19.9% interest in Generation Holdings II (GenCo) and committed up to $1.325 billion of additional capital contributions over seven years.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-KFY2025filed February 11, 2026Financial Statements
FY2025 against FY2024
| Line item | FY2025FY2024 | Change |
|---|---|---|
| Revenue | $6.52B$5.28B | +23.5% |
| Operating Income | $1.84B$1.46B | +26.1% |
| Net Income | $929.50M$760.40M | +22.2% |
| EPS (Basic) | $1.96$1.63 | +20.2% |
| EPS (Diluted) | $1.95$1.62 | +20.4% |
| Shares Outstanding (Basic) | 472.90M454.20M | +4.1% |
| Shares Outstanding (Diluted) | 474.50M456.00M | +4.1% |
05—Questions
Frequently Asked Questions
What is the ADS Contract and how is it structured?
NIPSCO agreed in September 2025 to provide electric service to Amazon Data Services' data centers, with capacity starting in 2027 and increasing to 2,400 MW by the end of 2032. GenCo will build roughly 400 MW of battery storage and two 1,300 MW combined-cycle gas turbines, expected to reach commercial operation between 2028 and 2032. ADS pays a fixed capacity charge plus pass-through charges designed to return invested capital over a 15-year initial term, and Amazon.com, Inc. guarantees ADS's payment obligations. The contract remains subject to IURC approval.
What risks could reduce the value of the ADS Contract?
The filing identifies construction delays and cost overruns, which could require additional financing and trigger liquidated damages payable to ADS, subject to a cap. ADS may terminate for convenience or halve its committed capacity, and reimbursement is capped and depends on ADS or its parent guarantor's ability to pay. Potential changes to MISO capacity accreditation could also require additional generation investment, and management states that ADS's return will differ from traditional regulated returns and may be lower.
How will the company finance the data center generation build-out?
Management expects to fund the roughly $7 billion of Contract Assets through ADS Contract receipts, debt and equity raised by NiSource, and capital contributions from Blackstone affiliates to NIPSCO Holdings II and Generation Holdings II. The company says it may also consider joint ventures or off-balance-sheet arrangements such as build-transfer agreements. The filing notes that significant additional debt and NiSource equity may be needed, and that the company is committed to maintaining investment-grade credit ratings.
How strong is the company's balance sheet and credit profile?
At December 31, 2025, the company reported $15,477.5 million of long-term debt including current portion and $736.0 million of short-term borrowings. Net available liquidity was $2,024.1 million, supported by a revolving credit facility increased to $2.50 billion. Credit ratings were BBB+ at S&P, Baa2 at Moody's, and BBB at Fitch, all with stable outlooks. The revolving facility's debt-to-capitalization covenant of 70% stood at 51.0%.
What are the key regulatory developments affecting earnings?
NIPSCO Electric received an IURC order in June 2025 approving a settlement with new rates implemented in steps through March 2026. Columbia of Pennsylvania's rates became effective in January 2026, subject to pending reconsideration petitions. A December 2025 Department of Energy section 202(c) emergency order required R.M. Schahfer to keep operating through March 23, 2026, and NIPSCO has filed at FERC and the IURC to recover related costs. The filing also notes that the Michigan City coal unit is scheduled to retire by the end of 2028.
06—Continue