cik0000728391-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________________________________

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-8644

IPALCO ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)



Indiana			35-1575582
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

One Monument Circle
Indianapolis, Indiana			46204
(Address of principal executive offices)			(Zip code)
Registrant’s telephone number, including area code:			(317)-261-8261


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

(The registrant is a voluntary filer. The registrant has filed all applicable reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting company

Emerging growth company

☐

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At November 3, 2026, 108,907,318 shares of IPALCO Enterprises, Inc. common stock were outstanding, of which 89,685,177 shares were owned by AES U.S. Investments, Inc. and 19,222,141 shares were owned by CDP Infrastructures Fund L.P., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec.

IPALCO ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q

For Quarter Ended September 30, 2026

TABLE OF CONTENTS


Item No.		Page No.
	GLOSSARY OF TERMS	4

	FORWARD-LOOKING STATEMENTS	5

	PART I - FINANCIAL INFORMATION
1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations	7
	Condensed Consolidated Statements of Comprehensive Income	8
	Condensed Consolidated Balance Sheets	9
	Condensed Consolidated Statements of Cash Flows	10
	Condensed Consolidated Statements of Changes in Equity	11
	Notes to Condensed Consolidated Financial Statements	12
	Note 1 - Overview and Summary of Significant Accounting Policies	12
	Note 2 - Regulatory Matters	18
	Note 3 - ARO	19
	Note 4 - Fair Value	19
	Note 5 - Derivative Instruments and Hedging Activities	21
	Note 6 - Debt	23
	Note 7 - Income Taxes	24
	Note 8 - Benefit Plans	24
	Note 9 - Equity	25
	Note 10 - Commitments and Contingencies	25
	Note 11 - Business Segments	26
	Note 12 - Revenue	27
	Note 13 - Leases	29

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
	Executive Summary	31
	Results of Operations	32
	Key Trends and Uncertainties	38
	Capital Resources and Liquidity	48
	Critical Accounting Policies and Estimates	52
3.	Quantitative and Qualitative Disclosure About Market Risk	52
4.	Controls and Procedures	52

	PART II - OTHER INFORMATION
1.	Legal Proceedings	53
1A.	Risk Factors	53
2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
3.	Defaults Upon Senior Securities	54
4.	Mine Safety Disclosures	54
5.	Other Information	54
6.	Exhibits	55

	SIGNATURES	56


GLOSSARY OF TERMS
The following is a list of frequently used terms, abbreviations or acronyms that are found in this Form 10-Q:

2025 Form 10-K			IPALCO’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended
2026 Base Rate Order			The order issued in June 2026 by the IURC authorizing AES Indiana to implement new basic rates and charges in two phases. Phase one rates and charges became effective on July 27, 2026. Phase two rates and charges are anticipated to be effective in the first quarter of 2027.
2030 IPALCO Notes			$475 million of 4.25% IPALCO Enterprises, Inc. Senior Secured Notes due May 1, 2030
2034 IPALCO Notes			$400 million of 5.75% IPALCO Enterprises, Inc. Senior Secured Notes due April 1, 2034
AES			The AES Corporation
AES Indiana			Indianapolis Power & Light Company and its consolidated subsidiaries, which does business as AES Indiana
AES Indiana Credit Agreement			$500 million AES Indiana Amended and Restated Credit Agreement, dated as of March 25, 2025
AES U.S. Investments			AES U.S. Investments, Inc.
AFUDC			Allowance for Funds Used During Construction
AOCI			Accumulated Other Comprehensive Income
ARO			Asset Retirement Obligation
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
BESS			Battery Energy Storage System
CAA			U.S. Clean Air Act
CAC			Citizens Action Coalition of Indiana
CCGT			Combined Cycle Gas Turbine
CCR			Coal Combustion Residuals
CO2			Carbon Dioxide
CWA			U.S. Clean Water Act
ECCRA			Environmental Compliance Cost Recovery Adjustment
EGUs			Electrical Generating Units
EPA			U.S. Environmental Protection Agency
FAC			Fuel Adjustment Clause
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
Financial Statements			Unaudited Condensed Consolidated Financial Statements of IPALCO in “Item 1. Financial Statements” included in Part I – Financial Information of this Form 10-Q
FTRs			Financial Transmission Rights
GAAP			Generally Accepted Accounting Principles in the United States
GHG			Greenhouse Gas
HEA			House Enrolled Act
HLBV			Hypothetical Liquidation Book Value
IDEM			Indiana Department of Environmental Management
IPALCO			IPALCO Enterprises, Inc. and its consolidated subsidiaries
IPL			Indianapolis Power & Light Company and its consolidated subsidiaries, which does business as AES Indiana
IRA			U.S. Inflation Reduction Act of 2022
IRP			Integrated Resource Plan
ITC			Investment Tax Credit
IURC			Indiana Utility Regulatory Commission
kWh			Kilowatt hours
La Caisse			CDP Infrastructures Fund L.P., a wholly-owned subsidiary of Caisse de dépôt et placement du Québec
MISO			Midcontinent Independent System Operator, Inc.


MMBtu			Million British Thermal Units
MW			Megawatts
MWh			Megawatt hours
NAAQS			National Ambient Air Quality Standards
NOx			Nitrogen Oxide
NPDES			National Pollutant Discharge Elimination System
NSPS			New Source Performance Standards
OUCC			Indiana Office of Utility Consumer Counselor
Pension Plans			Employees’ Retirement Plan of AES Indiana and Supplemental Retirement Plan of AES Indiana
PTC			Production Tax Credit
SEC			United States Securities and Exchange Commission
SO2			Sulfur Dioxide
TDSIC			Transmission, Distribution, and Storage System Improvement Charge
U.S.			United States of America
VEBA			Voluntary Employees' Beneficiary Association
VIE			Variable Interest Entity
WOTUS			Waters of the U.S.

Throughout this document, the terms “IPALCO,” “the Company,” “we,” “us,” and “our” refer to IPALCO Enterprises, Inc. and its consolidated subsidiaries. The term “IPALCO Enterprises, Inc.” refers only to the parent holding company, IPALCO Enterprises, Inc., excluding its subsidiaries.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 including, in particular, the statements about our plans, strategies and prospects under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I – Financial Information of this Form 10-Q. Forward-looking statements express an expectation or belief and contain a projection, plan or assumption with regard to, among other things, our future revenue, income, expenses or capital structure. Such statements of future events or performance are not guarantees of future performance and involve estimates, assumptions and uncertainties. The words “could,” “may,” “predict,” “anticipate,” “would,” “believe,” “estimate,” “expect,” “forecast,” “project,” “objective,” “intend,” “continue,” “should,” “plan,” and similar expressions, or the negatives thereof, are intended to identify forward-looking statements unless the context requires otherwise.

Some important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to:

•the completion of the proposed transaction between AES and Horizon Parent, L.P. (the “Transaction”) on the anticipated terms and timing, including obtaining required regulatory approvals;

•potential changes to business relationships resulting from the announcement or completion of the Transaction, including the ability to retain and hire key personnel;

•certain restrictions during the pendency of the Transaction that may impact our ability to pursue certain business opportunities or strategic transactions;

•impacts of weather on retail sales;

•growth in our service territory and changes in retail demand and demographic patterns;

•weather-related damage to our electrical system;

•commodity and other input costs;

•performance of contracts by our contract counterparties, including suppliers or customers;

•transmission, distribution and generation system reliability and capacity, including natural gas pipeline system and supply constraints;

•regulatory actions and outcomes, including, but not limited to, the review and approval of our rates and charges by the IURC;

•federal and state legislation and regulations;

•changes in our credit ratings or the credit ratings of AES;

•fluctuations in the value of pension plan assets, fluctuations in pension plan expenses and our ability to fund defined benefit pension plans;

•changes in financial or regulatory accounting policies;

•environmental and climate change matters, including costs of compliance with, and liabilities related to, current and future environmental and climate change laws and requirements;

•interest rates and the use of interest rate hedges, inflation rates and other costs of capital;

•the availability of capital;

•the ability of subsidiaries to pay dividends or distributions to IPALCO Enterprises, Inc.;

•level of creditworthiness of counterparties to contracts and transactions;

•our ability to maintain adequate insurance;

•labor strikes or other workforce factors, including the ability to attract and retain key personnel;

•facility or equipment maintenance, repairs and capital expenditures;

•significant delays or unanticipated cost increases associated with construction or other projects;

•the availability and cost of funds to finance working capital and capital needs, particularly during periods when the time lag between incurring costs and recovery is long and the costs are material;

•the availability of regulatory incentives that support renewable energy projects, including tax incentives;

•local economic conditions;

•costs and effects of legal and administrative proceedings, audits, settlements, investigations and claims and the ultimate disposition of litigation;

•industry restructuring, deregulation and competition;

•issues related to our participation in MISO, including the cost associated with membership, our continued ability to recover costs incurred, and the risk of default of other MISO participants;

•changes in tax laws and the effects of our tax strategies;

•the use of derivative contracts;

•our ability to maintain effective control over financial reporting;

•product development, technology changes, and changes in prices of products and technologies;

•cyber-attacks, information security breaches or information system failures;

•data privacy;

•catastrophic events such as fires, explosions, terrorist acts, acts of war, pandemics, or the future outbreak of any other highly infectious or contagious disease, or natural disasters such as floods, earthquakes, tornadoes, severe winds, ice or snowstorms, droughts, or other similar occurrences, including as a result of climate change; and

•the risks and other factors discussed in this report and other IPALCO filings with the SEC.

Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

All of the above factors are difficult to predict, contain uncertainties that may materially affect actual results, and many are beyond our control. See “Item 1A. Risk Factors” in IPALCO’s 2025 Annual Report on Form 10-K and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in IPALCO’s 2025 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, and June 30, 2026 and this Quarterly Report on Form 10-Q for a more detailed discussion of the foregoing and certain other factors that could cause actual results to differ materially from those reflected in any forward-looking statements. These risks may also be specifically described in our other Quarterly Reports on Form 10-Q in “Part II - Item 1A. Risk Factors”, Current Reports on Form 8-K and other documents that we may file from time to time with the SEC.

SOURCES OF OTHER INFORMATION

We encourage investors, the media, our customers and others interested in the Company to review the information we post at www.aesindiana.com. None of the information on our website is incorporated into, or deemed to be a part of, this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any reference to our website is intended to be an inactive textual reference only.

Our SEC filings are available to the public from the SEC’s website at www.sec.gov.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
	(In Thousands)
REVENUE	$	582,128	$	529,344	$	1,545,938	$	1,445,728

OPERATING COSTS AND EXPENSES:
Fuel	116,775		138,017		313,402		344,499
Power purchased	61,354		38,604		126,767		105,373
Operation and maintenance	148,181		135,041		439,418		419,957
Depreciation and amortization	95,494		93,239		284,271		271,313
Taxes other than income taxes	10,374		6,262		31,384		19,565
Other, net	—		—		19		(164)
Total operating costs and expenses	432,178		411,163		1,195,261		1,160,543

OPERATING INCOME	149,950		118,181		350,677		285,185

OTHER (EXPENSE) / INCOME, NET:
Allowance for equity funds used during construction	2,204		622		5,648		2,023
Interest expense	(48,820)		(42,211)		(143,147)		(132,794)

Other (expense) / income, net	(564)		(210)		8		(1,146)
Total other expense, net	(47,180)		(41,799)		(137,491)		(131,917)

INCOME BEFORE INCOME TAX	102,770		76,382		213,186		153,268

Income tax expense	40,098		20,368		87,189		62,943
NET INCOME	62,672		56,014		125,997		90,325


Less: Net loss attributable to noncontrolling interests	(31,495)		(7,715)		(126,711)		(103,296)

NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	94,167	$	63,729	$	252,708	$	193,621

See Notes to Condensed Consolidated Financial Statements.


IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
	(In Thousands)
NET INCOME	$	62,672	$	56,014	$	125,997	$	90,325

Derivative activity:

Reclassification to earnings, net of income tax effect of $144, $144, $432 and $432, for each respective period	(434)		(434)		(1,302)		(1,302)


Other comprehensive loss	(434)		(434)		(1,302)		(1,302)

Comprehensive income	62,238		55,580		124,695		89,023


Less: comprehensive loss attributable to noncontrolling interests	(31,495)		(7,715)		(126,711)		(103,296)

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK	$	93,733	$	63,295	$	251,406	$	192,319

See Notes to Condensed Consolidated Financial Statements.


IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
	September 30,		December 31,
	2026		2025
	(In Thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	65,918	$	69,834

Accounts receivable, net of allowance for credit losses of $12,389 and $14,057, respectively	304,143		296,216
Inventories	52,595		73,783
Regulatory assets, current	88,496		82,136
Taxes receivable	12,259		18,247


Prepayments and other current assets	54,293		28,349
Total current assets	577,704		568,565
NON-CURRENT ASSETS:




Property, plant and equipment, net of accumulated depreciation of $2,530,875 and $3,288,070, respectively	6,480,206		6,019,436
Intangible assets - net	278,508		285,960
Regulatory assets, non-current	598,266		615,324
Pension plan assets	35,044		33,938

Other non-current assets	158,719		233,954
Total other non-current assets	7,550,743		7,188,612
TOTAL ASSETS	$	8,128,447	$	7,757,177
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt and current portion of long-term debt (see Notes 6 and 13)	$	235,006	$	90,056
Accounts payable	289,329		278,886
Accrued taxes	40,397		27,636
Accrued interest	80,559		48,696
Customer deposits	15,734		15,199
Regulatory liabilities, current	52,363		32,401

Asset retirement obligations, current	58,850		40,724

Accrued and other current liabilities	61,775		46,429
Total current liabilities	834,013		580,027
NON-CURRENT LIABILITIES:
Long-term debt (see Notes 6 and 13)	4,011,382		3,920,555
Deferred income tax liabilities	541,382		455,941

Regulatory liabilities, non-current	97,488		259,062
Accrued other postretirement benefits	3,347		3,159
Asset retirement obligations, non-current	549,999		532,463

Other non-current liabilities	8,211		8,403
Total non-current liabilities	5,211,809		5,179,583
Total liabilities	6,045,822		5,759,610
COMMITMENTS AND CONTINGENCIES (see Note 10)

EQUITY:
Common shareholders’ equity
Common stock (no par value, 290,000,000 shares authorized; 108,907,318 shares issued and outstanding at September 30, 2026 and December 31, 2025)	—		—
Paid in capital	1,894,731		1,808,143
Accumulated other comprehensive income	32,339		33,641
Retained earnings	22,686		3,068
Total common shareholders’ equity	1,949,756		1,844,852

Noncontrolling interests	132,869		152,715
Total equity	2,082,625		1,997,567
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	8,128,447	$	7,757,177

See Notes to Condensed Consolidated Financial Statements.


IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Nine Months Ended
	September 30,
	2026		2025
	(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	125,997	$	90,325
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	284,271		271,313
Amortization of deferred financing costs and debt discounts	2,780		2,803
Deferred income taxes and investment tax credit adjustments - net	82,287		51,847
Allowance for equity funds used during construction	(5,648)		(2,023)


Tax credit transfers allocated to noncontrolling interest	189,625		133,010
Change in certain assets and liabilities:
Accounts receivable	(3,075)		12,028
Inventories	14,113		11,732
Prepayments and other current assets	3,132		(10,539)

Current regulatory assets and liabilities	10,572		31,624
Non-current regulatory assets and liabilities	(13,313)		569
Accounts payable	40,504		37,603
Accrued and other current liabilities	6,328		3,472
Accrued taxes payable/receivable	12,288		(538)
Accrued interest	31,863		35,286

Other non-current liabilities	(25,250)		(18,339)
Other	(5,995)		(4,031)
Net cash provided by operating activities	750,479		646,142
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(691,781)		(547,963)
Project development costs	(3,233)		(1,728)
Acquisitions	—		(77,640)

Cost of removal payments	(76,998)		(23,052)

Contributions in aid of construction	12,993		—

Net cash used in investing activities	(759,019)		(650,383)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	365,000		440,000
Repayments under revolving credit facilities	(130,000)		(515,000)


Repayments of short-term borrowings	—		(400,000)
Long-term borrowings	90,000		350,000
Repayments of long-term borrowings	(90,000)		(40,000)
Distributions to shareholders	(233,090)		(199,044)
Equity contributions from shareholders	86,500		410,000
Sales to noncontrolling interests	119,533		149,942
Distributions to noncontrolling interests	(202,643)		(140,220)
Payments for financing fees	(573)		(5,659)


Other	(103)		(245)
Net cash provided by financing activities	4,624		49,774
Net change in cash, cash equivalents and restricted cash	(3,916)		45,533
Cash, cash equivalents and restricted cash at beginning of period	69,839		26,652
Cash, cash equivalents and restricted cash at end of period	$	65,923	$	72,185

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized)	$	105,948	$	92,550
Income taxes	$	—	$	15,400
Non-cash investing activities:
Accruals for capital expenditures	$	113,796	$	175,170
Changes to right-of-use assets - finance leases	$	1,035	$	14,151

Non-cash financing activities:
Changes to financing lease liabilities	$	(179)	$	(13,102)
Non-cash contributions from noncontrolling interests related to tax credit transfers	$	189,625	$	133,010
Non-cash distribution to noncontrolling interests	$	—	$	(46,223)

See Notes to Condensed Consolidated Financial Statements.


IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity
For the Three and Nine Months Ended September 30, 2026 and 2025
(Unaudited)

	Common Shareholders’ Equity
	Common Stock
($ in Thousands)	Outstanding Shares	Amount		Paid in Capital		Accumulated Other Comprehensive Income / (loss)		Retained Earnings		Total Common Shareholders’ Equity		Noncontrolling Interests		Redeemable Stock of Subsidiaries
2026
Beginning Balance	108,907	$	—	$	1,808,143	$	33,641	$	3,068	$	1,844,852	$	152,715	$	—
Net income / (loss)				—		—		110,121		110,121		(61,362)		—
Other comprehensive loss				—		(434)		—		(434)		—		—

Distributions to shareholders				—		—		(106,290)		(106,290)		—		—
Sales to noncontrolling interests				—		—		—		—		119,883		—
Distributions to noncontrolling interests				—		—		—		—		(192,485)		—
Contributions from noncontrolling interest				—		—		—		—		189,625		—

Other				30		—		—		30		—		—
Balance at March 31, 2026	108,907	$	—	$	1,808,173	$	33,207	$	6,899	$	1,848,279	$	208,376	$	—
Net income / (loss)				—		—		48,420		48,420		(33,854)		—
Other comprehensive loss				—		(434)		—		(434)		—		—
Distributions to shareholders				—		—		(54,200)		(54,200)		—		—

Distributions to noncontrolling interests				—		—		—		—		(3,576)		—


Other				28		—		—		28		—		—
Balance at June 30, 2026	108,907	$	—	$	1,808,201	$	32,773	$	1,119	$	1,842,093	$	170,946	$	—
Net income / (loss)				—		—		94,167		94,167		(31,495)		—
Other comprehensive loss				—		(434)		—		(434)		—		—
Distributions to shareholders				—		—		(72,600)		(72,600)		—		—

Distributions to noncontrolling interests				—		—		—		—		(6,582)		—
Contributions from shareholders				86,500		—		—		86,500		—		—
Other				30		—		—		30		—		—
Balance at September 30, 2026	108,907	$	—	$	1,894,731	$	32,339	$	22,686	$	1,949,756	$	132,869	$	—

2025
Beginning Balance	108,907	$	—	$	1,247,090	$	35,378	$	2,067	$	1,284,535	$	68,431	$	38,145
Net income / (loss)				—		—		101,143		101,143		(82,595)		—
Other comprehensive loss				—		(434)		—		(434)		—		—

Distributions to shareholders				—		—		(95,312)		(95,312)		—		—
Sales to noncontrolling interests				—		—		—		—		150,191		—
Distributions to noncontrolling interests				—		—		—		—		(326)		—
Reclassification of redeemable stock of subsidiaries to noncontrolling interests				—		—		—		—		38,145		(38,145)
Other				35		—		—		35		—		—
Balance at March 31, 2025	108,907	$	—	$	1,247,125	$	34,944	$	7,898	$	1,289,967	$	173,846	$	—
Net income / (loss)				—		—		28,749		28,749		(12,986)		—
Other comprehensive loss				—		(434)		—		(434)		—		—
Distributions to shareholders				—		—		(30,817)		(30,817)		—		—

Distributions to noncontrolling interests				—		—		—		—		(135,289)		—
Contributions from shareholders				410,000		—		—		410,000		—		—
Contributions from noncontrolling interests				—		—		—		—		133,010		—
Other				20		—		—		20		—		—
Balance at June 30, 2025	108,907	$	—	$	1,657,145	$	34,510	$	5,830	$	1,697,485	$	158,581	$	—
Net income				—		—		63,729		63,729		(7,715)		—
Other comprehensive loss				—		(434)		—		(434)		—		—

Distributions to shareholders(1)				(3,356)		—		(69,559)		(72,915)		—		—
Distributions to noncontrolling interests				—		—		—		—		(4,605)		—
Other				26		—		—		26		—		—

Balance at September 30, 2025	108,907	$	—	$	1,653,815	$	34,076	$	—	$	1,687,891	$	146,261	$	—

(1) IPALCO made return of capital payments of $3.4 million during the three months ended September 30, 2025, representing the portion of distributions to shareholders that exceed the Retained Earnings balance at the time of the distributions.

See Notes to Condensed Consolidated Financial Statements.

IPALCO ENTERPRISES, INC. and SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the Three and Nine Months Ended September 30, 2026 and 2025

(Unaudited)

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

IPALCO is a holding company incorporated under the laws of the state of Indiana. IPALCO is owned by AES U.S. Investments (82.35%) and La Caisse (17.65%). AES U.S. Investments is owned by AES U.S. Holdings, LLC (85%) and La Caisse (15%). IPALCO owns all of the outstanding common stock of IPL, which does business as AES Indiana. Substantially all of IPALCO’s business consists of generating, transmitting, distributing and selling electric energy conducted through its principal subsidiary, AES Indiana. AES Indiana was incorporated under the laws of the state of Indiana in 1926. AES Indiana has approximately 535,000 retail customers in the city of Indianapolis and neighboring cities, towns and communities, and adjacent rural areas all within the state of Indiana. AES Indiana has an exclusive right to provide electric service to those customers.

AES Indiana owns and operates four generating stations all within the state of Indiana. The first station, Petersburg, consists of two generating units and is undergoing a phased conversion of its remaining coal-fired units to natural gas throughout 2026. Petersburg Unit 3 was taken offline in February 2026 for its conversion outage which was completed in June 2026, followed by commissioning and final testing of the unit in July 2026. Petersburg Unit 4 was taken offline in June 2026 for its conversion outage with construction activities ongoing and is expected to be returned in November 2026 for commissioning and final testing. The second station, Harding Street, consists of three natural gas-fired boilers and steam turbines and uses natural gas and fuel oil to power five combustion turbines. In addition, AES Indiana operates a 20 MW battery energy storage unit at this location, which provides frequency response. The third station, Eagle Valley, is a CCGT natural gas plant. The fourth station, Georgetown, is a peaking station that uses natural gas to power combustion turbines. As of September 30, 2026, AES Indiana’s net electric generation capacity at these generating stations for winter is 3,070 MW and net summer capacity is 2,925 MW.

AES Indiana also owns four renewable energy facilities currently in operations, all within the state of Indiana. The first renewable facility is a 195 MW solar project (“Hardy Hills Solar”). The second is a 106 MW wind facility (“Hoosier Wind”). The third is a 200 MW (800 MWh) battery energy storage system facility (“Pike County BESS”). The fourth is a 250 MW solar and 45 MW (180 MWh) energy storage facility (“Petersburg Energy Center”). See Note 2, “Regulatory Matters” to IPALCO's 2025 Form 10-K for further information.

On May 16, 2025, AES Indiana, through a wholly-owned subsidiary, completed the acquisition of Crossvine Solar 1, LLC (“Crossvine”), for total consideration of $77.6 million. Crossvine includes the development of 85 MW of solar and 85 MW (340 MWh) of energy storage which is expected to be placed in service in mid-2027.

For further discussion about AES Indiana’s plans for wind, solar, and battery energy storage projects, please see Note 2, “Regulatory Matters - IRP Filings and Replacement Generation” to IPALCO’s 2025 Form 10-K.

Proposed AES Merger

On March 1, 2026, AES entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among AES, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into AES (the “Merger”), with AES continuing as the surviving corporation in the Merger. Parent is controlled by investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund. Consummation of the Merger is subject to various closing conditions.

Consolidation

The accompanying Financial Statements include the accounts of IPALCO Enterprises, Inc., AES Indiana and Mid-America Capital Resources, Inc., a non-regulated wholly-owned subsidiary of IPALCO. Furthermore, VIEs in which the Company has an ownership interest and is the primary beneficiary, thus controlling the VIE, as described below, have been consolidated. All significant intercompany amounts have been eliminated in consolidation.

Consolidated VIEs

At September 30, 2026, AES Indiana consolidates a number of entities that have been identified as VIEs under ASC 810, Consolidation. These entities are primarily limited liability entities structured to develop and construct renewable generation and energy storage facilities and related assets. These entities were generally determined to have insufficient equity to finance their activities during development and construction without additional subordinated financial support. AES Indiana also has tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with renewables facilities. These tax equity partnerships meet the definition of a VIE as the holders of the membership interests, as a group, lack the characteristics of a controlling financial interest, including substantive kickout rights. Under these arrangements, the third-party investors are allocated earnings, tax attributes, and distributable cash in accordance with the respective limited liability company agreements. The assets of these tax equity partnerships are restricted from transfer under the terms of their limited liability company agreements. The third-party investor’s ownership interest is recorded as either “Redeemable stock of subsidiaries” or “Noncontrolling interests” in the Consolidated Balance Sheets based on applicable guidance. See Note 9, “Equity - Equity Transactions with Noncontrolling Interests” for further information.

Determining whether AES Indiana is the primary beneficiary of a VIE requires judgment, including an assessment of contractual rights, operational responsibilities, and exposure to variability in returns. AES Indiana is considered the primary beneficiary of these VIEs when it has the power to direct the activities that most significantly affect their economic performance, such as construction, budgeting, operations, and maintenance, and it has the obligation to absorb expected losses and the right to receive benefits through its variable interests.

At September 30, 2026 and December 31, 2025, the assets of these VIEs were approximately $1,605.6 million and $1,488.7 million, primarily consisting of property, plant and equipment, construction work in progress and other non-current assets. At September 30, 2026 and December 31, 2025, the liabilities of these VIEs were approximately $157.0 million and $276.4 million, primarily consisting of finance leases and accounts payable.

Interim Financial Presentation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with GAAP, as contained in the FASB ASC, for interim financial information and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, comprehensive income, changes in equity, and cash flows. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of expected results for the year ending December 31, 2026. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2025 audited consolidated financial statements and notes thereto, which are included in IPALCO’s 2025 Form 10-K.

Reclassifications

Certain immaterial amounts from prior periods have been reclassified to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

The following table provides a summary of cash, cash equivalents and restricted cash amounts reported within the Condensed Consolidated Balance Sheets that reconcile to the total of such amounts as shown on the Condensed Consolidated Statements of Cash Flows:


	September 30,		December 31,
	2026		2025
	(In Thousands)
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$	65,918	$	69,834
Restricted cash (included in Prepayments and other current assets)	5		5
Total cash, cash equivalents and restricted cash	$	65,923	$	69,839

Accounts Receivable and Allowance for Credit Losses

The following table summarizes our accounts receivable balances at September 30, 2026 and December 31, 2025:


	September 30,		December 31,
	2026		2025
	(In Thousands)
Accounts receivable, net
Customer receivables	$	189,172	$	184,471
Unbilled revenue	92,169		94,875
Amounts due from related parties	8,944		8,533

Other	26,247		22,394
Allowance for credit losses	(12,389)		(14,057)
Total accounts receivable, net	$	304,143	$	296,216

The following table is a rollforward of our allowance for credit losses related to the accounts receivable balances for the periods indicated:


	Nine Months Ended September 30,
$ in Thousands	2026		2025
Allowance for credit losses:
Beginning balance	$	14,057	$	29,798
Current period provision	15,014		22,718
Write-offs charged against allowance	(17,347)		(36,395)
Recoveries	665		356
Ending Balance	$	12,389	$	16,477

The allowance for credit losses primarily relates to utility customer receivables, including unbilled amounts. Expected credit loss estimates are developed by disaggregating customers into those with similar credit risk characteristics and using historical credit loss experience. In addition, we also consider how current and future economic conditions are expected to impact the collectability, as applicable, of our receivables balance. Amounts are written off when reasonable collections efforts have been exhausted. Following the implementation of AES Indiana's customer billing system upgrade in the fourth quarter of 2023, a temporary pause in customer disconnections, certain collection efforts, and write-off processes contributed to increased provisions and allowance for credit losses throughout 2025. AES Indiana reinstituted the customer disconnections and write-off processes in March 2025, and third-party collection efforts were reinstituted in the third quarter of 2025. The resumption of these activities resulted in increased write-offs.

Inventories

The following table summarizes our inventory balances at September 30, 2026 and December 31, 2025:


	September 30,		December 31,
	2026		2025
	(In Thousands)
Inventories
Fuel	$	3,070	$	21,694
Materials and supplies, net	49,525		52,089
Total inventories	$	52,595	$	73,783

The decrease in fuel inventories primarily relates to the conversion of AES Indiana's remaining two coal-fired units at Petersburg to natural gas. Following Petersburg Units 3 and 4 being taken offline in February and June 2026, respectively, as part of their conversion outages, AES Indiana no longer carries any coal inventories.

AFUDC

AES Indiana capitalizes an allowance for the net cost of funds (interest on borrowed funds and a reasonable rate of return on equity funds) used for construction purposes during the period of construction with a corresponding credit to income. AFUDC equity and AFUDC debt were as follows for the periods indicated:


$ in thousands	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
AFUDC equity	$	2,204	$	622	$	5,648	$	2,023
AFUDC debt	$	6,543	$	8,932	$	17,691	$	25,348

Intangible Assets

Finite-lived intangible assets primarily include capitalized software and project development intangible assets amortized over their useful lives. The following table presents information related to the Company’s intangible assets, including the gross amount capitalized and related amortization:


					September 30,		December 31,
$ in thousands					2026		2025
Capitalized software					$	310,950	$	297,631
Project development intangible assets					147,617		145,370
Other					809		809
Less: Accumulated amortization					(180,868)		(157,850)
Intangible assets - net					$	278,508	$	285,960

	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Amortization expense	$	6,496	$	7,419	$	20,929	$	21,319

Tax Credit Transferability

The IRA allows the owners of renewable energy projects to directly transfer ITCs to unrelated tax credit buyers. In many cases, ITCs are generated at partnerships which are non-tax paying entities for U.S. federal income tax purposes. These entities cannot utilize tax credits, but rather allocate credits to their partners, who report their share of the partnership credits on their individual tax returns. Once a project is placed in service, any portion of the tax credit to be transferred which is allocated to a noncontrolling interest holder is recorded as a noncash deemed contribution within “Noncontrolling interests” or “Redeemable stock of subsidiaries” on the Consolidated Balance Sheets as this represents an increase in the partners’ capital account. To the extent any of the transfer proceeds are contractually obligated to be distributed to the noncontrolling interest holder, the Company records a corresponding noncash deemed distribution within “Noncontrolling interests” or “Redeemable stock of subsidiaries.” The receipt of cash from the transfer of tax credits, inclusive of the portion allocated to noncontrolling interest holders, is treated as an operating cash inflow on the Consolidated Statements of Cash Flows.

During the nine months ended September 30, 2026, Petersburg Energy Center executed an agreement for $189.6 million to transfer ITCs directly to a third party at a discount. During the nine months ended September 30, 2025, Pike County BESS executed an agreement for $133.0 million to transfer ITCs directly to a third party at a discount. These amounts were allocated to noncontrolling interests and treated as a capital contribution from the noncontrolling interest holders. The Company received and distributed to the noncontrolling interest holders, cash proceeds from these transfers of $189.6 million and $133.0 million during the nine months ended September 30, 2026 and 2025, respectively.

New Accounting Pronouncements Adopted in 2026

The Company assessed all accounting pronouncements adopted in 2026 and determined they were either not applicable or did not have a material impact on the Company's Financial Statements.

New Accounting Pronouncements Issued But Not Yet Effective

The following table provides a brief description of recent accounting pronouncements that could have a material impact on the Company’s Financial Statements once adopted. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on the Company’s Financial Statements.


ASU Number and Name	Description	Date of Adoption	Effect on the Financial Statements upon adoption
2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)	The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: 1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). 2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. 3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. 4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.	The date for each amendment in this Update is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.	This ASU only affects disclosures, which will be provided when the amendment becomes effective.
2025-06: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software	The amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended. In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. The two factors to consider in determining whether there is significant development uncertainty are whether: 1. The software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing. 2. The entity has determined what it needs the software to do (for example, functions or features), including whether the entity has identified or continues to substantially revise the software’s significant performance requirements.	The amendments in this Update are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.


2025-09: Hedge Accounting Improvements	Issue 1: Similar Risk Assessment for Cash Flow Hedges The amendments in this Update permit grouping forecasted transactions in a cash flow hedge based on similar risk exposures, subject to initial and ongoing risk assessments. Issue 2: Hedging Forecasted Interest Payments on Choose‑Your‑Rate Debt The amendments in this Update provide a model to facilitate the application of cash flow hedge accounting for forecasted interest payments on variable‑rate debt that permits borrowers to change the interest rate index and reset frequency (“choose‑your‑rate” debt). Issue 3: Cash Flow Hedges of Nonfinancial Forecasted Transactions The amendments in this Update expand hedge accounting for forecasted purchases and sales of nonfinancial assets by allowing hedging of eligible price components and subcomponents, subject to specific criteria. Issue 4: Net Written Options as Hedging Instruments The amendments in this Update eliminate the requirement to apply the net written option test to compound derivatives consisting of a swap and a written option that are designated as hedging instruments in cash flow or fair value hedges of interest rate risk. Issue 5: Foreign‑Currency‑Denominated Debt Used in Dual Hedges The amendments in this Update eliminate recognition and presentation mismatches in dual hedge strategies by excluding fair value hedge basis adjustments from net investment hedge effectiveness assessments and requiring related foreign exchange gains and losses to be recognized in earnings.	The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, and should be applied prospectively for all hedging relationships that exist at the date of adoption.	We evaluated the provisions of ASU 2025-09 in relation to the Company's existing derivative portfolio and hedge-accounting strategies. The Company does not currently engage in nonfinancial component hedging, net written option hedging strategies, or dual-hedge strategies affected by the Update. Accordingly, adoption will not have a material impact on our consolidated financial statements, although certain hedge documentation, accounting policies, and related controls may be updated.
2025-11: Interim Reporting (Topic 270)—Narrow-Scope Improvements	The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 by organizing existing GAAP interim disclosure requirements into a single framework and clarifying when additional disclosures are required for material events occurring after the most recent annual reporting period.	The amendments in this Update are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.	This ASU only affects disclosures, which will be provided when the amendment becomes effective.
2025-12: Codification Improvements	The amendments in this Update include 33 issues that represent changes to the Codification that clarify, correct errors, or make minor improvements, making the Codification easier to understand and apply. The amendments in this Update are varied in nature and may affect the application of guidance in cases in which the original guidance may have been unclear.	The amendments in this Update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted on an issue-by-issue basis as of the beginning of an annual reporting period.	We evaluated the provisions of ASU 2025-12 in relation to the Company's existing accounting policies. The majority of the amendments represent clarifications, corrections, or minor improvements to existing guidance and are not expected to affect our accounting. Accordingly, adoption is not expected to have a material impact on our consolidated financial statements, although certain accounting policies, documentation and related controls may be updated.
2026-02: Environmental Credits and Environmental Credit Obligations (Topic 818)	The amendments in this Update improve GAAP by providing specific authoritative guidance for environmental credit obligations.	The amendments in this Update are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.

2. REGULATORY MATTERS

Regulatory Rate Review

On June 17, 2026, the IURC issued an order (the “2026 Base Rate Order”) approving in part the Stipulation and Settlement Agreement that AES Indiana entered into on October 15, 2025 with most parties in AES Indiana’s base rate case filing. Among other things, the 2026 Base Rate Order establishes a revenue requirement of $1,979.7 million for AES Indiana’s 2027 electric service base rates, provides for a return on common equity of 9.50% using the capital structure of 49.47% common equity and 50.53% long-term debt and cost of long-term debt of 5.34%, and establishes a rate base of $5.5 billion for AES Indiana’s 2027 electric service base rates. In addition, the 2026 Base Rate Order includes a commitment to not implement additional base rate increases, following the implementation of new basic rates and charges under the 2026 Base Rate Order, until at least January of 2030 and to not start a second TDSIC Plan before January of 2028.

On July 7, 2026, the OUCC and CAC (parties to the regulatory rate review) each filed a petition for reconsideration and rehearing with the IURC. On July 17, 2026, the OUCC also filed a notice of appeal with the Court of Appeals of Indiana. Following the petitions for reconsideration, on September 2, 2026, the IURC granted (i) the OUCC's request to reconsider the 2026 Base Rate Order based on the IURC's weighing of the five pillars of electric utility service and (ii) the CAC's request to reopen the record for the limited capacity of gathering any new evidence applicable to the rate case concerning the Google Monrovia data center project and the pending AES Merger. A preliminary hearing was held on September 17, 2026 establishing a procedural schedule on this case, and the IURC has set an evidentiary hearing to begin on March 11, 2027.

AES Indiana will implement new basic rates and charges authorized under the 2026 Base Rate Order in two phases. Phase one rates and charges became effective on July 27, 2026. Phase two rates and charges are anticipated to be effective in the first quarter of 2027. New basic rates and charges are subject to refund pending resolution of the regulatory petitions and legal appeal processes.

HEA 1007 - Large Load Customer Project Filing

On April 22, 2026, AES Indiana filed a petition and case in chief seeking IURC approval related to certain generation resources and energy infrastructure investments required to serve increasing demand in AES Indiana's service territory, primarily driven by the anticipated demand for a new data center campus to be located in Monrovia, Indiana, which is being developed by a subsidiary of Alphabet, Inc. (the “Customer”). This energy infrastructure and generation resources primarily required to serve the Customer is referred to as the “Monrovia Project.” AES Indiana is also seeking approval of various accounting and ratemaking requests associated with the Monrovia Project. As part of developing this comprehensive plan, AES Indiana has incorporated certain protections for existing and future customers that ensure the costs of the generation resources and energy infrastructure upgrades required benefit all customers, are fairly allocated, and follow cost causation/beneficiary pays regulatory principles.

The petition includes AES Indiana's plan to serve this increasing demand through the acquisition and development of additional generation resources, including solar and energy storage projects, sufficient to provide 390 MW of new load by the end of 2029. AES Indiana is seeking approval to acquire two development-stage renewables projects located in Indiana, including i) Crosstrack, a 130 MW solar and 130 MW (520 MWh) energy storage project in Pike County with a planned in-service date in late 2028 and ii) Foundry Works, a 200 MW (800 MWh) energy storage project in Lake County with a planned in-service date in mid-2028. Additionally, AES Indiana is seeking approval to develop and construct a 130 MW (520 MWh) energy storage project at its existing Hardy Hills renewable facility in Clinton County with a planned in-service date in March 2029.

The petition also includes AES Indiana's plan to develop and construct specific transmission network upgrades and enhancements required to serve the increasing demand, including seeking approval of a construction service agreement executed with the Customer. AES Indiana is also seeking approval of an electric services agreement ("ESA") executed with the Customer to provide high-voltage retail electric service to the new data center campus, which includes financial assurances, minimum demand commitments, and exit provisions as protections for existing customers. The rates and charges that the Customer will pay under these agreements will be sufficient to reimburse AES Indiana for the incremental annual revenue requirement associated with the Monrovia Project.

On October 7, 2026, the IURC issued an order approving AES Indiana's petition and plan to serve the Monrovia Project.

3. ARO

AES Indiana’s ARO liabilities relate primarily to environmental issues involving asbestos-containing materials, ash ponds, landfills and miscellaneous contaminants associated with its generating plants, transmission system and distribution system. The following is a roll forward of the ARO legal liabilities for the nine months ended September 30, 2026 and 2025, respectively:


	Nine Months Ended September 30,
	2026		2025
	(In Thousands)
Balance as of January 1	$	573,187	$	378,460
Liabilities incurred	1,539		1,515
Liabilities settled	(22,946)		(17,314)
Revisions to cash flow and timing estimates	37,844		91,996
Accretion expense	19,225		12,876
Balance as of September 30	$	608,849	$	467,533
Less: ARO liabilities, current	58,850		44,537
ARO liabilities, non-current	$	549,999	$	422,996

AES Indiana recorded revisions to its ARO liabilities during these two periods primarily to reflect revisions to cash flow estimates due to increases in closure costs and groundwater treatment measures for ash ponds. As of September 30, 2026 and December 31, 2025, AES Indiana did not have any assets that are legally restricted for settling its ARO liabilities. For further information, see Note 4, “ARO” to IPALCO’s 2025 Form 10-K.

4. FAIR VALUE

The fair value of current financial assets and liabilities approximate their reported carrying amounts. The estimated fair value of the Company’s assets and liabilities have been determined using available market information. Because these amounts are estimates and based on hypothetical transactions to sell assets or transfer liabilities, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. For further information on our valuation techniques and policies, see Note 5, “Fair Value” to IPALCO’s 2025 Form 10-K.

Financial Assets and Liabilities

VEBA Assets

IPALCO has VEBA investments that are to be used to fund certain employee postretirement health care benefit plans. These assets are primarily comprised of open-ended mutual funds, which are valued using the net assets value per unit. These investments are recorded at fair value within “Other non-current assets” on the accompanying Condensed Consolidated Balance Sheets and classified as equity securities. All changes to fair value on the VEBA investments are included in income in the period that the changes occur. These changes to fair value were not material for the periods covered by this report. Any unrealized gains or losses are recorded in “Other (expense) / income, net” on the accompanying Condensed Consolidated Statements of Operations.

FTRs

In connection with AES Indiana’s participation in MISO, in the second quarter of each year AES Indiana is granted financial instruments that can be converted into cash or FTRs based on AES Indiana’s forecasted peak load for the period. FTRs are used in the MISO market to hedge AES Indiana’s exposure to congestion charges, which result from constraints on the transmission system. AES Indiana’s FTRs are valued at the cleared auction prices for FTRs in MISO’s annual auction. Because of the infrequent nature of this valuation, the fair value assigned to the FTRs is

considered a Level 3 input under the fair value hierarchy required by ASC 820. An offsetting regulatory liability has been recorded as these revenue or costs will be flowed through to customers through the FAC. As such, there is no impact on our Condensed Consolidated Statements of Operations.

Recurring Fair Value Measurements

The fair value of assets and liabilities at September 30, 2026 and December 31, 2025 measured on a recurring basis and the respective category within the fair value hierarchy for IPALCO was determined as follows:


	Fair Value as of September 30, 2026								Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In Thousands)
Financial assets:
VEBA investments:
Money market funds	$	144	$	—	$	—	$	144	$	104	$	—	$	—	$	104
Mutual funds	4,689		—		—		4,689		4,324		—		—		4,324
Total VEBA investments	4,833		—		—		4,833		4,428		—		—		4,428
FTRs	—		—		4,947		4,947		—		—		1,584		1,584
Commodity derivatives	—		45		—		45		—		—		—		—

Total financial assets measured at fair value	$	4,833	$	45	$	4,947	$	9,825	$	4,428	$	—	$	1,584	$	6,012



Financial liabilities:
Commodity derivatives	$	—	$	2,743	$	—	$	2,743	$	—	$	—	$	—	$	—

Total financial liabilities measured at fair value	$	—	$	2,743	$	—	$	2,743	$	—	$	—	$	—	$	—

The following table presents a roll forward of financial instruments, measured at fair value on a recurring basis, classified as Level 3 in the fair value hierarchy (note, amounts in this table indicate carrying values, which approximate fair values):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(In Thousands)
Beginning Balance	$	6,584	$	4,304	$	1,584	$	1,526
Issuances	—		—		7,237		4,718
Settlements	(1,637)		(1,332)		(3,874)		(3,272)

Ending Balance	$	4,947	$	2,972	$	4,947	$	2,972

Financial Instruments not Measured at Fair Value in the Condensed Consolidated Balance Sheets

Debt

The fair value of our outstanding fixed-rate debt has been determined on the basis of the quoted market prices of the specific securities issued and outstanding. In certain circumstances, the market for such securities was inactive and therefore the valuation was adjusted to consider changes in market spreads for similar securities. Accordingly, the purpose of this disclosure is not to approximate the value on the basis of how the debt might be refinanced.

The following table shows the face value and the fair value of fixed-rate and variable-rate indebtedness (Level 2) for the periods ending:


	September 30, 2026				December 31, 2025
	Face Value		Fair Value		Face Value		Fair Value
	(In Thousands)
Fixed-rate	$	3,948,800	$	3,675,038	$	3,948,800	$	3,812,563
Variable-rate	235,000		238,164		—		—
Total indebtedness	$	4,183,800	$	3,913,202	$	3,948,800	$	3,812,563

The difference between the face value and the carrying value of this indebtedness relates to deferred financing costs and unamortized discounts.

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

For further information on the Company’s derivative and hedge accounting policies, see Note 1, “Overview and Summary of Significant Accounting Policies - Financial Derivatives” and Note 6, “Derivative Instruments and Hedging Activities” to IPALCO’s 2025 Form 10-K.

Volume of Activity — The following tables present the Company’s maximum notional over the remaining contractual period by type of derivative as of September 30, 2026, and the dates through which the maturities for each type of derivative range:

Commodity

Accounting Treatment

Unit

Maximum Notional
(in thousands)

Latest Maturity

FTRs

Not Designated

MWh

6,723

2027

Natural gas

Not Designated

MMBtu

12,031

2028

Accounting and Reporting — The following table summarizes the fair value, balance sheet classification and hedging designation of IPALCO’s derivative instruments (in thousands):


Commodity	Hedging Designation	Balance sheet classification	September 30, 2026		December 31, 2025
FTRs	Not designated	Prepayments and other current assets	$	4,947	$	1,584
Commodity derivatives	Not designated	Other non-current assets	$	45	$	—
Commodity derivatives	Not designated	Accrued and other current liabilities, Other non-current liabilities	$	2,743	$	—

AES Indiana’s commodity contracts do not qualify for hedge accounting or the normal purchases and sales exceptions under ASC 815. Accordingly, FTRs are recorded at fair value using the income approach when acquired and subsequently amortized over the annual period as they are used. Other commodity derivatives are recorded at fair value using the market approach with changes in the fair value recorded to regulatory assets and liabilities. Gains and losses on commodity derivatives are included in future FAC filings, and therefore any realized and unrealized gains and losses are deferred to be returned to or recovered from customers in future periods. For the three and nine months ended September 30, 2026, net losses on the Company's commodity derivatives deferred were $2.8 million and $3.1 million, respectively.

When applicable, IPALCO has elected not to offset derivative assets and liabilities and not to offset net derivative positions against the right to reclaim cash collateral pledged (an asset) or the obligation to return cash collateral received (a liability) under derivative agreements. As of September 30, 2026 and December 31, 2025, IPALCO did not have any offsetting positions.

Cash Flow Hedges

As part of our risk management processes, we identify the relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. IPALCO

previously used derivative financial instruments primarily to manage the interest rate risk associated with our long-term debt. These interest rate derivative contracts were settled in previous periods, and we continue to amortize amounts out of AOCI into interest expense.

The amounts reclassified out of AOCI by component during the three and nine months ended September 30, 2026 and 2025 are as follows (in Thousands):


Details about AOCI components	Affected line item in the Condensed Consolidated Statements of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Net gains on cash flow hedges	Interest expense	$	(578)	$	(578)	$	(1,734)	$	(1,734)
	Income tax effect	144		144		432		432
Total reclassifications for the period, net of income taxes		$	(434)	$	(434)	$	(1,302)	$	(1,302)

During the next twelve months, the Company expects to reclassify $1.7 million of net gains from accumulated other comprehensive income into earnings.

6. DEBT

Long-Term Debt

The following table presents our long-term debt:


		September 30,		December 31,
Series	Due	2026		2025
		(In Thousands)
AES Indiana first mortgage bonds:
0.750% (1)	April 2026	$	—	$	30,000
0.95% (1)	April 2026	—		60,000
1.40% (2)	August 2029	55,000		55,000
5.65%	December 2032	350,000		350,000
6.60%	January 2034	100,000		100,000
5.05%	August 2035	350,000		350,000
6.05%	October 2036	158,800		158,800
6.60%	June 2037	165,000		165,000
4.90% (1)	December 2038	30,000		—
5.15% (1)	December 2038	60,000		—
4.875%	November 2041	140,000		140,000
4.65%	June 2043	170,000		170,000
4.50%	June 2044	130,000		130,000
4.70%	September 2045	260,000		260,000
4.05%	May 2046	350,000		350,000
4.875%	November 2048	105,000		105,000
5.70%	April 2054	650,000		650,000
Unamortized discount – net		(8,730)		(9,021)
Deferred financing costs		(27,933)		(27,705)

Total long-term debt – AES Indiana		3,037,137		3,037,074
Long-term debt – IPALCO:

4.25% Senior Secured Notes	May 2030	475,000		475,000
5.75% Senior Secured Notes	April 2034	400,000		400,000
Unamortized discount – net		(1,163)		(1,249)
Deferred financing costs		(6,640)		(7,448)
Total long-term debt – IPALCO		867,197		866,303
Total consolidated IPALCO long-term debt		3,904,334		3,903,377
Less: current portion of long-term debt		—		89,902
Net consolidated IPALCO long-term debt (3)		$	3,904,334	$	3,813,475

(1)First mortgage bonds issued to the Indiana Finance Authority, to secure the loan of proceeds from tax-exempt bonds issued by the Indiana Finance Authority. The notes have a final maturity date of December 1, 2038, but were subject to a mandatory put in April 2026. See Significant Transactions below for further details.

(2)First mortgage bonds issued to the Indiana Finance Authority, to secure the loan of proceeds from tax-exempt bonds issued by the Indiana Finance Authority.

(3)Excludes $0.0 million and $0.2 million (current) and $107.0 million and $107.1 million (non-current) finance lease liabilities included in the respective short-term debt and long-term debt line items on the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, respectively. See Note 13, “Leases” for further information.

Line of Credit

AES Indiana entered into a third amendment and restatement of its $500 million revolving AES Indiana Credit Agreement on March 25, 2025 with a syndicate of bank lenders. The AES Indiana Credit Agreement is an unsecured committed line of credit to be used: (i) to finance capital expenditures; (ii) to refinance certain existing indebtedness, (iii) to support working capital; and (iv) for general corporate purposes. This agreement matures on March 25, 2030, and bears interest at variable rates as described in the agreement. It includes an uncommitted $200 million accordion feature to provide AES Indiana with an option to request an increase in the size of the facility at any time prior to March 25, 2029, subject to approval by the lenders. The AES Indiana Credit Agreement also

includes two one-year extension options, allowing AES Indiana to extend the maturity date subject to approval by the lenders. As of September 30, 2026 and December 31, 2025, AES Indiana had $235.0 million and $0.0 million in outstanding borrowings on the committed AES Indiana Credit Agreement, respectively.

Significant Transactions

On April 1, 2026, AES Indiana purchased at par value the outstanding $30.0 million Series 2020A and $60.0 million Series 2020B tax-exempt Indiana Finance Authority Environmental Facilities Refunding Revenue Bonds that were subject to a mandatory put on April 1, 2026. These bonds were not legally cancelled and could be remarketed at the discretion of AES Indiana in the future. On September 30, 2026, AES Indiana converted the $30.0 million Series 2020A and $60.0 million Series 2020B tax-exempt Indiana Finance Authority Environmental Facilities Refunding Revenue Bonds to fixed rates of 4.90% and 5.15%, respectively, and remarketed the bonds to third-party investors, with a final maturity of December 1, 2038.

7. INCOME TAXES

IPALCO’s provision for income taxes is based on the estimated annual effective tax rate, plus discrete items. The effective combined state and federal income tax rates were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Effective tax rate	39.0	%	26.7	%	40.9	%	41.1	%

The year-to-date rate is different from the combined federal and state statutory rate of 24.9% primarily due to the impact of taxes on noncontrolling interest in subsidiaries and is partially offset by the flowthrough of the net tax benefit related to the reversal of excess deferred taxes and investment tax credits of AES Indiana.

IPALCO’s income tax expense for the nine months ended September 30, 2026, was calculated using the estimated annual effective income tax rate for 2026 of 40.9% on ordinary income. Management estimates the annual effective tax rate based on its forecast of annual pre-tax income or loss.

AES files federal and state income tax returns which consolidate IPALCO and its subsidiaries. Under a tax sharing agreement with AES, IPALCO is responsible for the income taxes associated with its own taxable income and records the provision for income taxes using a separate return method.

8. BENEFIT PLANS

The following table presents the net periodic benefit cost of the Pension Plans combined:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
	(In Thousands)
Components of net periodic benefit cost:
Service cost	$	1,011	$	1,065	$	3,033	$	3,195
Interest cost	5,958		6,891		17,874		20,673
Expected return on plan assets	(7,337)		(7,758)		(22,013)		(23,274)
Amortization of prior service cost	480		585		1,440		1,755
Amortization of actuarial loss	989		1,257		2,969		3,771
Net periodic benefit cost	$	1,101	$	2,040	$	3,303	$	6,120

The components of net periodic benefit cost other than service cost are included in “Other (expense) / income, net” in the Condensed Consolidated Statements of Operations.

In addition, AES Indiana provides postretirement health care benefits to certain active or retired employees and the spouses of certain active or retired employees. These postretirement health care benefits and the related unfunded obligation were not material to the Financial Statements in the periods covered by this report.

9. EQUITY

Paid In Capital

During the nine months ended September 30, 2026 and 2025, IPALCO received equity contributions from shareholders totaling $86.5 million and $410.0 million, respectively. In October 2026, IPALCO received additional equity contributions from shareholders totaling $88.5 million. IPALCO then made the same investments in AES Indiana. The proceeds from the equity contributions are intended primarily for funding needs related to AES Indiana’s capital expenditure program. The equity contributions were made on a proportional share basis and, therefore, did not change La Caisse’s or AES’ ownership interests in IPALCO.

Equity Transactions with Noncontrolling Interests

In February 2026, AES Indiana sold additional noncontrolling interests in the Petersburg Energy Center to the tax equity investor, resulting in a $119.9 million increase to “Noncontrolling interests."

In March 2025, as a result of the Pike County BESS project being placed in service, the noncontrolling ownership interest of $38.1 million was reclassified from “Redeemable stock of subsidiaries” to “Noncontrolling interests” on the Condensed Consolidated Balance Sheets. Subsequently, AES Indiana sold additional noncontrolling interests to the tax equity investor, resulting in a $150.2 million increase to “Noncontrolling interests."

10. COMMITMENTS AND CONTINGENCIES

Contingencies

Subsidiary Guarantees

In connection with AES Indiana's renewable projects financed with a tax equity structure, AES Indiana has expressly undertaken limited obligations and commitments on behalf of certain of the Company's subsidiaries, which will only be effective upon the occurrence of future events, such as IRS recapture of tax credits, which is not expected to occur, and will be terminated upon the occurrence of future events. As of September 30, 2026, the maximum undiscounted potential exposure to tax equity financing related guarantees was $442.0 million.

Legal Matters

IPALCO and AES Indiana are involved in litigation arising in the normal course of business. We accrue for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. While the ultimate outcome of outstanding litigation cannot be predicted with certainty, management believes that final outcomes will not have a material adverse effect on IPALCO’s results of operations, financial condition and cash flows. Accruals for legal loss contingencies were not material as of September 30, 2026 and December 31, 2025, respectively.

Environmental Matters

We are subject to various federal, state, regional and local environmental protection and health and safety laws and regulations governing, among other things, the generation, storage, handling, use, disposal and transportation of regulated materials, including CCR; the use and discharge of water used in generation boilers and for cooling purposes; the emission and discharge of hazardous and other materials, including GHGs, into the environment; climate change; and the health and safety of our employees. These laws and regulations often require a lengthy and complex process of obtaining and renewing permits and other governmental authorizations from federal, state and local agencies. Violation of these laws, regulations or permits can result in substantial fines, other sanctions, permit revocation and/or facility shutdowns. We cannot assure that we have been or will be at all times in full compliance with such laws, regulations and permits. Accruals for environmental contingencies were not material as of September 30, 2026 and December 31, 2025, respectively.

11. BUSINESS SEGMENTS

IPALCO manages its business through one reportable operating segment, the Utility segment, led by our Chief Executive Officer and Chief Financial Officer, who, collectively, are the Chief Operating Decision Maker. The primary segment performance measures are income / (loss) before income tax and net income / (loss) as management has concluded that these measures best reflect the underlying business performance of IPALCO and are the most relevant measures considered in IPALCO's internal evaluation of the financial performance of its segment. The Utility segment is comprised of AES Indiana, a vertically integrated electric utility, with all other nonutility business activities aggregated separately. See Note 1, “Overview and Summary of Significant Accounting Policies” for further information on AES Indiana. The “Other” nonutility category primarily includes the 2030 IPALCO Notes, 2034 IPALCO Notes and related interest expense, cash and other immaterial balances. The accounting policies of the identified segment are consistent with those policies and procedures described in the summary of significant accounting policies. See Note 1, “Overview and Summary of Significant Accounting Policies” to IPALCO’s 2025 Form 10-K for further information.

The following table provides information about IPALCO’s business segments (in thousands):


	Three Months Ended						Three Months Ended
	September 30, 2026						September 30, 2025
	Utility		Other		Total		Utility		Other		Total
Revenue	$	582,128	$	—	$	582,128	$	529,344	$	—	$	529,344

Fuel	116,775		—		116,775		138,017		—		138,017
Power purchased	61,354		—		61,354		38,604		—		38,604
Operation and maintenance	148,102		79		148,181		134,885		156		135,041
Depreciation and amortization	95,494		—		95,494		93,239		—		93,239
Taxes other than income taxes	10,374		—		10,374		6,262		—		6,262
Allowance for equity funds used during construction	(2,204)		—		(2,204)		(622)		—		(622)
Interest expense	38,326		10,494		48,820		31,764		10,447		42,211
Other segment items (a)	603		(38)		564		472		(262)		210
Income / (loss) before income tax	113,304		(10,534)		102,770		86,723		(10,341)		76,382
Income tax expense / (benefit)	41,634		(1,536)		40,098		23,866		(3,498)		20,368
Net income / (loss)	$	71,670	$	(8,998)	$	62,672	$	62,857	$	(6,843)	$	56,014

Capital expenditures	$	241,635	$	—	$	241,635	$	251,139	$	—	$	251,139

	Nine Months Ended						Nine Months Ended
	September 30, 2026						September 30, 2025
	Utility		Other		Total		Utility		Other		Total
Revenue	$	1,545,938	$	—	$	1,545,938	$	1,445,728	$	—	$	1,445,728

Fuel	313,402		—		313,402		344,499		—		344,499
Power purchased	126,767		—		126,767		105,373		—		105,373
Operation and maintenance	439,175		243		439,418		419,583		374		419,957
Depreciation and amortization	284,271		—		284,271		271,313		—		271,313
Taxes other than income taxes	31,384		—		31,384		19,565		—		19,565
Allowance for equity funds used during construction	(5,648)		—		(5,648)		(2,023)		—		(2,023)
Interest expense	111,668		31,479		143,147		101,452		31,342		132,794
Other segment items (a)	416		(405)		11		1,263		(281)		982
Income / (loss) before income tax	244,503		(31,317)		213,186		184,703		(31,435)		153,268
Income tax expense / (benefit)	93,493		(6,304)		87,189		70,652		(7,709)		62,943
Net income / (loss)	$	151,010	$	(25,013)	$	125,997	$	114,051	$	(23,726)	90,325

Capital expenditures	$	691,781	$	—	$	691,781	$	547,963	$	—	$	547,963

	As of September 30, 2026						As of December 31, 2025
	Utility		Other		Total		Utility		Other		Total
Total assets	$	8,111,750	$	16,697	$	8,128,447	$	7,748,106	$	9,071	$	7,757,177

(a) Other segment items primarily includes other miscellaneous gains and losses in Other (expense) income, net.

12. REVENUE

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control of promised goods or services to customers in an

amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. Please see Note 14, “Revenue” to IPALCO’s 2025 Form 10-K for further discussion of our retail, wholesale and miscellaneous revenue.

AES Indiana’s revenue from contracts with customers was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenue from contracts with customers	$	574,951	$	522,250	$	1,521,193	$	1,425,496

The following table presents our revenue from contracts with customers and other revenue (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Retail Revenue
Retail revenue from contracts with customers:
Residential	$	236,243	$	205,875	$	628,053	$	588,858
Small commercial and industrial	89,474		74,727		235,317		212,196
Large commercial and industrial	211,290		192,802		546,966		513,783
Public lighting	2,762		2,644		8,294		7,935
Other (1)	2,971		3,020		9,189		8,932
Total retail revenue from contracts with customers	542,740		479,068		1,427,819		1,331,704
Alternative revenue programs	4,095		6,319		19,552		17,672
Wholesale Revenue
Wholesale revenue from contracts with customers:	27,882		41,039		82,851		86,554
Miscellaneous Revenue
Capacity revenue	2,552		355		4,259		1,200
Transmission and other revenue	1,777		1,788		6,264		6,038
Total miscellaneous revenue from contracts with customers	4,329		2,143		10,523		7,238
Other miscellaneous revenue (2)	3,082		775		5,193		2,560
Total Revenue	$	582,128	$	529,344	$	1,545,938	$	1,445,728

(1)Other retail revenue from contracts with customers includes miscellaneous charges to customers, including reconnection and late fee charges.

(2)Other miscellaneous revenue includes lease and other miscellaneous revenue not accounted for under ASC 606.

The balances of receivables from contracts with customers were as follows (in thousands):


	September 30, 2026		December 31, 2025
Receivables from contracts with customers	$	290,016	$	280,922

Payment terms for all receivables from contracts with customers typically do not extend beyond 30 days, unless a customer qualifies for payment extension.

13. LEASES

LESSEE

The Company is the lessee under financing leases primarily for land associated with AES Indiana's renewable and storage projects. Right-of-use assets are long-term by nature. The following table summarizes the amounts recognized on the Condensed Consolidated Balance Sheets related to lease asset and liability balances as of the periods indicated (in thousands):


	Consolidated Balance Sheet Classification	September 30, 2026		December 31, 2025
Assets
Right-of-use assets — finance leases	Other non-current assets	$	102,015	$	104,506
Liabilities
Finance lease liabilities (current)	Short-term debt and current portion of long-term debt	$	6	$	154
Finance lease liabilities (non-current)	Long-term debt	107,048		107,079
Total finance lease liabilities		$	107,054	$	107,233

The following table summarizes supplemental balance sheet information related to leases as of the periods indicated:

Lease Term and Discount Rate

September 30, 2026

December 31, 2025

Weighted-average remaining lease term — finance leases

34 years

35 years

Weighted-average discount rate — finance leases

5.74

The following table summarizes the components of lease expense recognized in “Operating Costs and Expenses” on the accompanying Condensed Consolidated Statements of Operations as of the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Components of Lease Cost	2026		2025		2026		2025

Finance lease cost:
Amortization of right-of-use assets	$	713	$	389	$	2,137	$	919
Interest on lease liabilities	1,508		810		4,589		1,990



Total lease cost	$	2,221	$	1,199	$	6,726	$	2,909

Operating cash outflows from finance leases were $4.7 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively.

The following table shows the future lease payments under finance leases together with the present value of the net lease payments as of September 30, 2026 for 2026 through 2030 and thereafter (in thousands):


	Finance Leases
2026	$	574
2027	5,438
2028	5,893
2029	6,010
2030	6,130
Thereafter	253,657
Total	277,702
Less: Imputed interest	(170,648)
Present value of lease payments	$	107,054

LESSOR

The Company is the lessor under operating leases for land, office space and operating equipment. Lease receipts from such contracts are recognized as operating lease revenue on a straight-line basis over the lease term whereas contingent rentals are recognized when earned.

The following table presents lease revenue from operating leases in which the Company is the lessor for the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Total lease revenue	$	397	$	360	$	1,369	$	1,192

The following table presents the underlying gross assets and accumulated depreciation of operating leases included in “Property, plant and equipment, net” for the periods indicated (in thousands):


Property, plant and equipment, net	September 30, 2026		December 31, 2025
Gross assets	$	8,781	$	8,617
Less: Accumulated depreciation	(3,772)		(3,660)
Net assets	$	5,009	$	4,957

The option to extend or terminate a lease is based on customary early termination provisions in the contract.

The following table shows the future lease receipts as of September 30, 2026 for the remainder of 2026 through 2030 and thereafter (in thousands):


	Operating Leases
2026	$	170
2027	483
2028	446
2029	449
2030	417
Thereafter	262
Total	$	2,227

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Financial Statements and the notes thereto included in “Item 1. Financial Statements” included in Part I – Financial Information of this Form 10-Q.

FORWARD-LOOKING INFORMATION

The following discussion may contain forward-looking statements regarding us, our business, prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in IPALCO’s 2025 Form 10-K and subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and uncertainties that may affect our business.

OVERVIEW OF OUR BUSINESS

IPALCO is a holding company incorporated under the laws of the state of Indiana. Our principal subsidiary is AES Indiana, a regulated electric utility operating in the state of Indiana. Substantially all of our business consists of the generation, transmission, distribution and sale of electric energy conducted through AES Indiana. Our business segments are “utility” and “other.” For additional information regarding our business, see “Item 1. Business” of IPALCO’s 2025 Form 10-K.

EXECUTIVE SUMMARY

Compared with the same periods in the prior year, the results for the three months ended September 30, 2026 reflect higher income before income tax of $26.4 million, or 34.5%, as well as an increase in net income of $6.7 million, or 11.9%, and the results for the nine months ended September 30, 2026 reflect higher income before income tax of $59.9 million, or 39.1%, as well as an increase in net income of $35.7 million, or 39.5%, primarily due to factors including, but not limited to:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
$ in millions	2026 vs. 2025		2026 vs. 2025
Increase in retail margin due to higher recovery of costs associated with transmission, distribution, and renewable energy projects, primarily through higher rider revenues	$	20.9	$	48.6
Increase in retail margin due to higher volumes (primarily driven by weather and demand in our service territory)	11.4		3.9






Other	(5.9)		7.4
Net change in income before income tax	26.4		59.9
Net increase in income tax expense primarily driven by (i) higher pre-tax income and (ii) an increase in net loss allocated to noncontrolling interests in the current period	(19.7)		(24.2)
Net change in net income	$	6.7	$	35.7

See “Results of Operations” below for further discussion.

RESULTS OF OPERATIONS

The electric utility business is affected by seasonal weather patterns throughout the year and, therefore, operating revenue and associated expenses are not generated evenly by month during the year.

Statements of Operations Highlights


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
$ in Thousands	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change

REVENUE	$	582,128	$	529,344	$	52,784	10.0	%	$	1,545,938	$	1,445,728	$	100,210	6.9	%

OPERATING COSTS AND EXPENSES:
Fuel	116,775		138,017		(21,242)		(15.4)	%	313,402		344,499		(31,097)		(9.0)	%
Power purchased	61,354		38,604		22,750		58.9	%	126,767		105,373		21,394		20.3	%
Operation and maintenance	148,181		135,041		13,140		9.7	%	439,418		419,957		19,461		4.6	%
Depreciation and amortization	95,494		93,239		2,255		2.4	%	284,271		271,313		12,958		4.8	%
Taxes other than income taxes	10,374		6,262		4,112		65.7	%	31,384		19,565		11,819		60.4	%
Other, net	—		—		—		—	%	19		(164)		183		(111.6)	%
Total operating costs and expenses	432,178		411,163		21,015		5.1	%	1,195,261		1,160,543		34,718		3.0	%

OPERATING INCOME	149,950		118,181		31,769		26.9	%	350,677		285,185		65,492		23.0	%

OTHER (EXPENSE) / INCOME, NET:
Allowance for equity funds used during construction	2,204		622		1,582		254.3	%	5,648		2,023		3,625		179.2	%
Interest expense	(48,820)		(42,211)		(6,609)		15.7	%	(143,147)		(132,794)		(10,353)		7.8	%

Other (expense) / income, net	(564)		(210)		(354)		168.6	%	8		(1,146)		1,154		(100.7)	%
Total other expense, net	(47,180)		(41,799)		(5,381)		12.9	%	(137,491)		(131,917)		(5,574)		4.2	%

INCOME BEFORE INCOME TAX	102,770		76,382		26,388		34.5	%	213,186		153,268		59,918		39.1	%

Income tax expense	40,098		20,368		19,730		96.9	%	87,189		62,943		24,246		38.5	%
NET INCOME	62,672		56,014		6,658		11.9	%	125,997		90,325		35,672		39.5	%


Less: Net loss attributable to noncontrolling interests	(31,495)		(7,715)		(23,780)		308.2	%	(126,711)		(103,296)		(23,415)		22.7	%

NET INCOME ATTRIBUTABLE TO COMMON STOCK	$	94,167	$	63,729	$	30,438	47.8	%	$	252,708	$	193,621	$	59,087	30.5	%

Revenue

Revenue during the three and nine months ended September 30, 2026 increased $52.8 million and $100.2 million compared to the same periods in 2025, which resulted from the following changes (dollars in thousands):


	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2026		2025		$ Change		% Change	2026		2025		$ Change		% Change
Revenue:
Retail revenue	$	546,835	$	485,387	$	61,448	12.7%	$	1,447,371	$	1,349,376	$	97,995	7.3%
Wholesale revenue	27,882		41,039		(13,157)		(32.1)%	82,851		86,554		(3,703)		(4.3)%
Miscellaneous revenue	7,411		2,918		4,493		154.0%	15,716		9,798		5,918		60.4%
Total revenue	$	582,128	$	529,344	$	52,784	10.0%	$	1,545,938	$	1,445,728	$	100,210	6.9%

Heating degree days:
Actual	19		18		1		5.6%	2,912		3,185		(273)		(8.6)%
30-year average	44		46					3,212		3,244

Cooling degree days:
Actual	1,014		912		102		11.2%	1,372		1,279		93		—%
30-year average	820		808					1,177		1,163

The following table presents additional data on kWh sold:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2026	2025	kWh Change	% Change		2026	2025	kWh Change	% Change
kWh Sales (In Millions):
Residential	1,447	1,367	80	5.9	%	4,002	4,031	(29)	(0.7)	%
Small commercial and industrial	487	470	17	3.6	%	1,362	1,373	(11)	(0.8)	%
Large commercial and industrial	1,759	1,718	41	2.4	%	4,740	4,654	86	1.8	%
Public lighting	8	8	—	—	%	26	26	—	—	%
Sales – retail customers	3,701	3,563	138	3.9	%	10,130	10,084	46	0.5	%
Wholesale	194	573	(379)	(66.1)	%	924	1,343	(419)	(31.2)	%
Total kWh sold	3,895	4,136	(241)	(5.8)	%	11,054	11,427	(373)	(3.3)	%

The following graph shows the percentage changes in weather-normalized and actual retail electric kWh sales volumes by customer class for the three months ended September 30, 2026 as compared to the same period in the prior year:

The following graph shows the percentage changes in weather-normalized and actual retail electric kWh sales volumes by customer class for the nine months ended September 30, 2026 as compared to the same period in the prior year:

During the three months ended September 30, 2026, revenue increased $52.8 million compared to the same period of the prior year, and during the nine months ended September 30, 2026, revenue increased $100.2 million compared to the same period of the prior year. These changes were primarily due to the following:


$ in millions		Three Months Ended September 30, 2026 vs. 2025		Nine Months Ended September 30, 2026 vs. 2025
Retail revenue:

	Volume:
	Net increase in the volume of kWh sold primarily due to weather and demand in our service territory versus the comparable period.	$	18.8	$	6.8
	Price:
	Net increase in the weighted average price of retail kWh sold primarily due to higher recovery of costs associated with transmission, distribution, and renewable energy projects, primarily through higher rider revenues	45.0		90.2

	Other:
	Primarily due to (decrease) / increase in miscellaneous charges to customers (including reconnection and late fee charges)	(2.4)		1.0

	Net change in retail revenue	61.4		98.0

Wholesale revenue:

	Volume:
	Net decrease in the volume of wholesale kWh sold. The amount of electricity available for wholesale sales is impacted by our retail load requirements, generation capacity and unit availability.	(27.1)		(27.0)
	Price:
	Net increase in the weighted average price of wholesale kWh sold. Our ability to be dispatched in the MISO market is primarily driven by the locational marginal price of electricity and variable generation costs.	13.9		23.3

	Net change in wholesale revenue	(13.2)		(3.7)

Miscellaneous revenue		4.6		5.9

Net change in revenue		$	52.8	$	100.2

Operating Costs and Expenses

The following table illustrates our changes in Operating costs and expenses during the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025 (in thousands):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Operating costs and expenses:
Fuel	$	116,775	$	138,017	$	(21,242)	(15.4)	%	$	313,402	$	344,499	$	(31,097)	(9.0)	%
Power purchased	61,354		38,604		22,750		58.9	%	126,767		105,373		21,394		20.3	%
Operation and maintenance	148,181		135,041		13,140		9.7	%	439,418		419,957		19,461		4.6	%
Depreciation and amortization	95,494		93,239		2,255		2.4	%	284,271		271,313		12,958		4.8	%
Taxes other than income taxes	10,374		6,262		4,112		65.7	%	31,384		19,565		11,819		60.4	%
Other, net	—		—		—		—	%	19		(164)		183		(111.6)	%
Total operating costs and expenses	$	432,178	$	411,163	$	21,015	5.1	%	$	1,195,261	$	1,160,543	$	34,718	3.0	%

Fuel

The decreases in Fuel of $21.2 million and $31.1 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily due to the following:


$ in millions		Three Months Ended September 30, 2026 vs. 2025		Nine Months Ended September 30, 2026 vs. 2025
Volume:
	Coal	$	(37.4)	$	(62.4)
	Natural gas	36.5		69.1
	Oil	(0.4)		(0.4)
	Net change in volume	(1.3)		6.3
Price:

	Natural gas	7.9		8.7

	Deferred fuel	(27.8)		(45.8)
	Other, net	—		(0.3)
	Net change in price	(19.9)		(37.4)

Net change in fuel expense		$	(21.2)	$	(31.1)

The decreases in coal volumes are primarily attributable to Petersburg Units 3 and 4 being taken offline in February and June 2026, respectively, as part of their conversion from coal to natural gas. Correspondingly, natural gas consumption increased due to the shift in fuel mix associated with these unit conversions. The changes in the price of fuel are reflective of market prices for natural gas. We are generally permitted to recover underestimated fuel costs to serve our retail customers in future rates through quarterly FAC proceedings. These variances are deferred when incurred and amortized into expense in the same period that our rates are adjusted to reflect these variances. Additionally, fuel costs incurred for wholesale energy sales are considered in the Off-System Sales Margin rider.

Power Purchased

The increases in Power purchased of $22.8 million and $21.4 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily due to the following:


$ in millions		Three Months Ended September 30, 2026 vs. 2025		Nine Months Ended September 30, 2026 vs. 2025
Volume:

	Net increase in the volume of power purchased primarily due to AES Indiana's generation units running less frequently during the respective periods, in part reflecting the retirement of Petersburg Units 3 and 4	$	16.7	$	16.5
Price:
	Market prices	19.9		37.5
	Deferred power purchased	(16.9)		(35.8)
	Net change in price	3.0		1.7

Other, net (mostly due to changes in capacity purchases)		3.1		3.2

Net change in power purchased costs		$	22.8	$	21.4

The volume of Power purchased each period is primarily influenced by retail demand, generating unit capacity and outages, and the relative cost of producing power versus purchasing power in the market. The market price of Power purchased is influenced primarily by changes in the market price of delivered fuel (primarily natural gas), the supply of and demand for electricity, and the time of day during which power is purchased. We are generally permitted to recover underestimated Power purchased costs to serve our retail customers in future rates through quarterly FAC proceedings. Additionally, power purchased costs incurred for wholesale energy sales are considered in the Off-System Sales Margin rider.

Operation and Maintenance

The increases in Operation and maintenance of $13.1 million and $19.5 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily due to the following:


$ in millions	Three Months Ended September 30, 2026 vs. 2025		Nine Months Ended September 30, 2026 vs. 2025
Increase in contracted services expenses primarily due to higher planned outage costs for Petersburg Units 3 and 4	$	7.1	$	11.8

Increase in DSM program costs (a)	1.4		3.7

Other, net	4.6		4.0
Net change in operation and maintenance costs	$	13.1	$	19.5

(a) There is corresponding offset in Revenue associated with these costs and minimal operating margin impact.

Depreciation and Amortization

The increases in Depreciation and amortization expense of $2.3 million and $13.0 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily attributed to the impact of additional assets placed in service related to AES Indiana's renewable projects.

Taxes Other Than Income Taxes

The increases in Taxes other than income taxes of $4.1 million and $11.8 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily attributed to increases in property tax expense driven by higher assessed property values resulting from AES Indiana's capital expenditure program, as well as property taxes associated with AES Indiana's renewable energy projects.

Other (Expense) / Income, Net

The following table illustrates our changes in Other (expense) / income, net during the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025 (in thousands):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Other (expense) / income, net
Allowance for equity funds used during construction	$	2,204	$	622	$	1,582	254.3	%	$	5,648	$	2,023	$	3,625	179.2	%
Interest expense	(48,820)		(42,211)		(6,609)		15.7	%	(143,147)		(132,794)		(10,353)		7.8	%

Other (expense) / income, net	(564)		(210)		(354)		168.6	%	8		(1,146)		1,154		(100.7)	%
Total other expense, net	$	(47,180)	$	(41,799)	$	(5,381)	12.9	%	$	(137,491)	$	(131,917)	$	(5,574)	4.2	%

Interest Expense

The increases in Interest expense of $6.6 million and $10.4 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily due to higher outstanding indebtedness and a decrease in the allowance for borrowed funds used during construction.

Income Tax Expense

The following table illustrates our changes in Income tax expense during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year (in thousands):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Income tax expense	$	40,098	$	20,368	$	19,730	96.9	%	$	87,189	$	62,943	$	24,246	38.5	%

The increases in Income tax expense of $19.7 million and $24.2 million during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year were primarily driven by (i) higher pre-tax income and (ii) an increase in net loss allocated to noncontrolling interests in the current period.

Net Loss Attributable to Noncontrolling Interests

The following table illustrates the change in Net loss attributable to noncontrolling interests during the three and nine months ended September 30, 2026, respectively, compared to the same periods of the prior year (in thousands):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Net loss attributable to noncontrolling interests	$	(31,495)	$	(7,715)	$	(23,780)	308.2	%	$	(126,711)	$	(103,296)	$	(23,415)	22.7	%

The increase in Net loss attributable to noncontrolling interests of $23.8 million during the three months ended September 30, 2026, compared to the corresponding period of the prior year, was primarily driven by the allocation of net losses to the tax equity investor related to Petersburg Energy Center following its placement in service in November 2025.

The increase in Net loss attributable to noncontrolling interests of $23.4 million during the nine months ended September 30, 2026, compared to the corresponding period of the prior year, was primarily driven by the allocation of net losses to the tax equity investor related to Petersburg Energy Center following its placement in service in November 2025, partially offset by lower net losses allocated to the tax equity investor related to Pike County BESS following its placement in service in March 2025.

See Note 2, “Regulatory Matters - IRP Filings and Replacement Generation” to the Financial Statements included in IPALCO's 2025 Form 10-K for further discussion.

KEY TRENDS AND UNCERTAINTIES

During the remainder of 2026 and beyond, we expect that our financial results will be driven primarily by retail demand, weather and maintenance costs. In addition, our financial results will likely be driven by many other factors including, but not limited to:

•regulatory outcomes and impacts;

•the passage of new legislation, implementation of regulations or other changes in regulation; and

•timely recovery of capital expenditures and operation and maintenance costs.

If favorable outcomes related to these factors do not occur, or if the challenges described below and elsewhere in this Quarterly Report impact us more significantly than we currently anticipate, then these factors, or other factors

unknown to us, may impact our operating margin, net income and cash flows. We continue to monitor our operations and address challenges as they arise. For a discussion of the risks related to our business, see “Item 1. Business” and “Item 1A. Risk Factors” as described in IPALCO’s 2025 Form 10-K.

Operational

Weather and Seasonal Trends

On July 9, 2026, the National Oceanographic and Atmospheric Administration (“NOAA”) declared an El Niño advisory. There is a forecast consensus across agencies, including the International Research Institute for Climate and Society (“IRI”) along with NOAA, for strong-to-record-setting El Niño conditions in late 2026 into 2027. These conditions have traditionally led to strong weather impacts. Current seasonal outlooks favor above-normal winter temperatures across the midwestern U.S. during the 2026–2027 heating season, which, if realized, could result in lower retail electric sales during the fourth quarter of 2026 and first quarter of 2027 relative to normal weather assumptions. If actual conditions materialize consistent with the forecast consensus, the resulting impact could be material to the Company's results of operations, financial condition, and cash flows.

Trade Restrictions and Supply Chain

In April 2022, the U.S. Department of Commerce (“Commerce”) initiated an investigation into whether imports into the U.S. of solar cells and panels from Cambodia, Malaysia, Thailand and Vietnam (“Southeast Asia”) were circumventing antidumping and countervailing duty (“AD/CVD”) orders on solar cells and panels from China. In August 2023, Commerce rendered final affirmative findings of circumvention with respect to all four countries, which resulted in the imposition of AD/CVD duties on certain imported cells and panels from Southeast Asia. Commerce's determination and related matters remain the subject of ongoing litigation before the U.S. Court of Appeals for the Federal Circuit ("Federal Circuit").

In 2024, Commerce and the U.S. International Trade Commission initiated new AD/CVD investigations on solar cells and panels imported from Southeast Asia. On April 18, 2025, Commerce rendered final affirmative determinations and AD/CVD rates with respect to all four countries. On June 13, 2025, the U.S. International Trade Commission issued its determination that imports from Malaysia and Vietnam have injured the U.S. industry and that imports from Cambodia and Thailand threaten injury. Commerce then issued orders on June 24, 2025, implementing the AD/CVD rates, which are subject to annual review by Commerce. There is ongoing litigation about these and related matters in the U.S. Court of International Trade (“CIT”). We do not expect these AD/CVD orders will have a negative impact on our business.

The U.S. also maintains tariffs under Section 301 of the Trade Act of 1974 (“Section 301”) on certain Chinese made lithium-ion batteries and related components utilized for energy storage systems, with such tariff currently set at 25% effective January 1, 2026 (an increase from the previous rate of 7.5%). Commerce has also conducted AD/CVD investigations with respect to exports by China of natural and synthetic graphite used to make lithium-ion battery anode material. In March 2026, the U.S. International Trade Commission issued a negative determination in its companion investigation, and therefore no AD/CVD orders will issue on anode material from China.

Additionally, the Uyghur Forced Labor Prevention Act (“UFLPA”) seeks to block the import of products made with forced labor in certain areas of China, at any point in the supply chain, and may lead to certain suppliers being blocked from importing solar cells and panels into the U.S. While this has impacted the U.S. market, we have managed this issue without significant impact to our projects. Further forced labor designations of entities under the UFLPA may impact our suppliers’ ability or willingness to meet their contractual agreements or to continue to supply cells or panels into the U.S. market on terms that we deem satisfactory.

The Trump Administration has threatened or imposed tariffs on a wide range of countries and products. On February 10, 2025, President Trump signed Executive Orders modifying existing tariffs under Section 232 of the Trade Expansion Act of 1962 (“Section 232”) on steel and aluminum imports to expand their scope and impose 25% tariffs on both products. The President raised these rates to 50% effective June 4, 2025. Starting in August 2025, the President imposed Section 232 tariffs on imported copper products and copper-intensive derivative products. In April 2026, the President issued a new Proclamation applying a tariff rate of 50% on articles wholly of steel, aluminum, or copper, and a rate of 25% on derivative products substantially made of those metals, in each case assessed on the full customs value of the imported article. In June 2026, the President further adjusted these tariff

regimes. At this time, we do not expect that the modifications to tariffs on steel, aluminum, and copper will have a material impact on our business.

On February 1, 2025, President Trump issued an Executive Order declaring a national emergency under the International Emergency Economic Powers Act (“IEEPA”) with respect to U.S. importation of fentanyl and imposing tariffs on Mexico, Canada, and China. On April 2, 2025, the President issued an Executive Order pursuant to IEEPA imposing reciprocal tariffs on almost all goods imported into the U.S. In February 2026, on review of lower court decisions declaring the tariffs unlawful, the Supreme Court issued a decision holding that IEEPA does not authorize tariffs. The President then issued new 10% tariffs on almost all trading partners under Section 122 of the Trade Act of 1974, which expired on July 24, 2026. The Section 122 tariffs are currently under review by the Federal Circuit, following a May 2026 ruling from the CIT finding them to be unlawful. There has been no material impact on the Company from these Section 122 tariffs.

In March 2026, the Office of the U.S. Trade Representative (“USTR”) initiated investigations under Section 301 concerning possible persistent trade surpluses and unused capacity with respect to China, the EU, South Korea, and certain other major trading partners. These investigations are ongoing. In March 2026, the USTR also initiated Section 301 investigations on 60 countries regarding potential failures to take action on forced labor. Effective July 24, 2026, the USTR imposed tariffs ranging from 10% to 12.5% stemming from the investigations concerning forced labor. USTR’s decision is pending on potential tariffs due to alleged trade surpluses and unused capacity. The impact of these new and potential Section 301 tariffs on the Company is uncertain.

In July 2025, Commerce initiated a Section 232 investigation to determine the effects on national security of imports of polysilicon and its derivatives. In August 2026, the President issued a proclamation finding that these imports impair U.S. national security. Effective December 4, 2026, the U.S. Government will implement a minimum import price for polysilicon, wafers and ingots, solar cells, and solar modules, and will impose a 15% tariff on polysilicon and derivative products, including solar cells and modules. Commerce has also implemented an import ban on certain U.S. importers of these products. The impact of these new Section 232 actions on the Company is uncertain.

In August 2025, Commerce initiated a separate investigation under Section 232 to determine the effects on national security of imports of wind turbines and their parts and components. These investigations are ongoing and their outcomes are uncertain.

In January 2026, the President issued a Proclamation under Section 232 concerning the importation of several critical minerals (including graphite and lithium) from any country. The Proclamation does not impose tariffs on the critical minerals but directs Commerce and USTR to negotiate agreements with foreign partners to secure reliable access to the critical minerals. If the negotiations fail to result in agreements or to adequately address the identified risks, the President may consider trade-restrictive measures with respect to the critical minerals. The outcome of this process as well as its potential impact on the Company are uncertain.

The Trump Administration has reached bilateral trade agreements or frameworks with several trading partners (including the EU, Japan, and South Korea, among others). Trade negotiations are ongoing with many trading partners concerning various goods and industry sectors.

In July 2026, the Federal Communications Commission (“FCC”) updated its “Covered List” to include new foreign-produced power inverters, thereby generally prohibiting such inverters from receiving FCC authorization to be imported, marketed, or sold in the US. However, the FCC’s action does not affect the continued importing, marketing, or selling of existing models of power inverters that have already received FCC equipment authorization or the continued use of such devices that have already been purchased. In addition, entities may seek “Conditional Approval” to import and sell new foreign-produced power inverters. At this time, we do not believe this action by the FCC will have a significant impact on our solar and battery projects under development.

In August 2026, the President issued an Executive Order under IEEPA that, among other things, prohibits the acquisition, importation, or installation of bulk-power system electric equipment (including but not limited to inverters and battery energy storage systems) (“BPSEE”) that is designed, manufactured, or supplied by a Covered Foreign Entity and that poses an undue risk of subversion or disruption of the bulk-power system in the U.S. The Executive Order directs the Secretary of Energy to determine what BPSEE is prohibited from importation into the U.S. after the date of the Executive Order and authorizes the Secretary to determine whether any previously installed BPSEE

should be subject to conditions on continued use. The Secretary has not made any such determinations to date, and the impact of this new Executive Order on the Company is uncertain.

We expect the tariffs on imports from China and other countries will increase overall costs for materials and parts that are imported to build and maintain renewable energy plants for the U.S. industry. However, we expect limited impact to projects scheduled to become operational in 2026 through 2027 due to the announced tariffs on China and other countries.

While we have executed agreements for AES Indiana’s existing solar and battery energy storage projects that mitigate these risks, potential future disruptions may impact our suppliers’ ability or willingness to meet their contractual agreements with respect to these projects on terms that we deem satisfactory and these and future disruptions may impact the availability or costs of future projects. The impact of new Commerce investigations or any adverse Commerce determinations or other tariff disputes or litigation, the impact of the UFLPA, potential future disruptions to the renewable energy supply chain and their effect on AES Indiana’s solar and battery energy storage project development and construction activities remain uncertain. AES Indiana will continue to monitor developments and take prudent steps towards managing our renewable projects.

Capital Projects

Our construction projects have experienced some indications of delays and price increases due to supply chain disruptions; however, they are currently proceeding without material delays. For further discussion of our capital requirements, see “Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity” of this Form 10-Q.

Macroeconomic and Political

U.S. Utilities Load Growth and Large Load Customers

The expansion of advanced manufacturing and data centers has the potential to significantly accelerate the demand for electricity in the U.S. power market, including MISO. AES Indiana has an obligation to serve customers who locate in its service territory and is working with several companies to provide possible solutions for electric service needs of data centers and advanced manufacturing facilities. We see these relationships growing with the expansion of their use within our service territory. As part of this process, AES Indiana is working to ensure that the costs of any infrastructure upgrades required for advanced manufacturing and data centers benefit all customers, are fairly allocated, and follow cost causation/beneficiary pays regulatory principles that protect our customers, consistent with both state and federal policy framework for serving large load customers, including the Ratepayer Protection Pledge set forth by the Trump Administration. One option in Indiana includes HEA 1007, which Governor Braun signed into law effective May 6, 2025. Among other things, HEA 1007 is a regulatory tool for utilities to submit expedited generation resource proposals to the IURC for approval, which AES Indiana has utilized (see “Regulatory Matters - HEA 1007 - Large Load Customer Project Filing” below for further discussion).

U.S. Tax Law Reform and Renewable Energy Tax Credits

On July 4, 2025, the U.S. enacted H.R. 1 (the “2025 Act”). The legislation included amendments to, and extensions of, various U.S. corporate income tax provisions, which may impact our effective tax rate in future periods. However, the impact to the effective tax rate is not expected to be material. Our interpretation of the 2025 Act may change as the U.S. Treasury and the IRS issue additional guidance.

The IRA included provisions that benefit the Company’s planned clean energy projects, including increases, extensions, direct transfers and/or new tax credits for wind, solar, and storage. For further discussion of our renewable projects, see Note 2, “Regulatory Matters - IRP Filings and Replacement Generation” to the Financial Statements of IPALCO’s 2025 Form 10-K.

We account for renewable projects according to GAAP, which, when partnering with tax-equity investors to monetize tax benefits, utilizes the HLBV method. This method recognizes the value of the tax credit that benefits the tax equity investors at the time of its creation, which for projects utilizing the ITC, begins in the quarter the renewable project is placed in service. For projects utilizing the PTC, this value is recognized over 10 years as the facility produces energy.

The 2025 Act amends the phase out of wind and solar ITC and PTC tax credits. Wind and solar renewables projects that begin construction within 12 months of the enactment of the 2025 ACT remain eligible for 100% of the credit without the 2027 placed-in-service deadline, provided that, under current Treasury guidance, the projects are placed in service no more than four calendar years after the calendar year when construction began. Wind and solar projects that begin construction after 12 months of the enactment must be placed in service no later than 2027. Wind and solar projects that began construction by the end of 2024 are not impacted by the 2025 Act. The 2025 Act does not impose tighter timelines for energy storage projects to qualify for the ITC and PTC, and it allows energy storage projects to receive the full ITC or PTC credit if they begin construction by 2033.

The 2025 Act also imposes a restriction precluding credits for renewables and storage projects claiming the ITC or PTC credit that start construction after December 31, 2025 and receive material assistance from a prohibited foreign entity, effectively limiting the percentage of total project costs that may be derived from products that are mined, produced or manufactured in China, with varying permissible percentages depending on the calendar year and applicable technology for the project. This restriction also precludes credit eligibility for taxpayers owning projects that start construction after December 31, 2024 that are classified as having ownership or certain other interests by a prohibited foreign entity, including projects over which a prohibited foreign entity is deemed to exercise formal or effective control.

Further, President Trump issued an Executive Order on July 7, 2025 that directed the Secretary of the Treasury to take action to enforce the provisions of the 2025 Act related to issuing updated guidance defining the start of construction for claiming the ITC and PTC and implementing the Foreign Entity of Concern (“FEOC”) Restrictions (the “Treasury Action”). The Executive Order also directed the Secretary of the Interior to take action to review its regulations, guidance, policies, and practices for any preferential treatment of wind and solar projects and eliminate those preferences within 45 days (the “Interior Action”).

On August 15, 2025, the Department of Treasury issued updated guidance defining the start of construction for purposes of claiming the ITC and PTC. AES Indiana does not expect the modifications to the start of construction guidance to materially impact its projects. The Department of Treasury has not yet issued comprehensive guidance implementing the FEOC restrictions, however. Further guidance, which may be material, is expected to be released within the coming months.

We expect all of our renewables project backlog to continue to qualify for the ITC and PTC. However, the Treasury Action may impose additional burdens in qualifying for the ITC and PTC.

The enactment of the 2025 Act requires that substantial guidance be published by the U.S. Department of Treasury and other government agencies. While we have taken measures to protect against the impact of changes under the 2025 Act to the IRA, the impacts of the 2025 Act, the Treasury Action, or future actions that have the effect of modifying or repealing the IRA may be material to our results of operations.

Tax

The macroeconomic and political environments in the U.S. have changed in recent years. This could result in significant impacts to future tax law. In the U.S., the IRA included a 15% corporate alternative minimum tax (CAMT) based on adjusted financial statement income. In June 2025, the IRS began releasing interim guidance for CAMT and announced its intention to revise regulations that were proposed in September 2024. The impact to the Company in 2026 is not expected to be material. We will continue to monitor the issuance of CAMT revised guidance.

Inflation

In the markets in which we operate, there have been higher rates of inflation recently. If inflation continues to increase in our markets, it may increase our expenses that we may not be able to pass through to customers. It may also increase the costs of some of our construction projects. AES Indiana may have the ability to recover operations and maintenance costs through the regulatory process, however, timing impacts on recovery may vary. In addition, we expect the cost of fuel, specifically coal and natural gas, to continue to be volatile during 2026. Our exposure to fluctuations in the price of fuel is limited because of our FAC. If we are unable to timely or fully recover our fuel and power purchased costs, however, it could have a material adverse effect on our results of operations, financial condition and cash flows.

Interest Rates

In the U.S. there has been a rise in interest rates during 2021 through 2023, and interest rates are expected to remain volatile in the near term. Although all of our existing IPALCO and AES Indiana long-term debt is at fixed rates, an increase in interest rates can have several impacts on our business. For our existing short-term debt under floating rate structures and any future debt refinancings or future new money financings, rising interest rates will increase future financing costs. Our floating rate debt is currently limited to short-term borrowings under our AES Indiana Credit Agreement. For future IPALCO debt financings, IPALCO, at times, manages a hedging program and evaluates pre-issuance hedges to reduce uncertainty and exposure to future interest rates.

Executive Orders

On January 25, 2025, President Trump issued an Executive Order titled “Declaring a National Energy Emergency” directing Agencies to, among other tasks, identify and exercise any lawful emergency authorities available to them to facilitate the identification, leasing, siting, production, transportation, refining, and generation of domestic energy resources.

In April 2025, President Trump issued several Executive Orders with potential impacts to the energy industry and national energy policy, including: (i) “Reinvigorating America’s Beautiful Clean Coal Industry and Amending Executive Order 14241”, (ii) “Protecting American Energy from State Overreach”, and (iii) “Strengthening the Reliability and Security of the United States Electric Grid”. Indiana Governor Braun also issued Executive Orders with potential impacts to the energy industry, including: (i) “Ensuring Economic Opportunity and Indiana’s Energy Future by Supporting Life Extension for Coal Energy Generation and Assessing Natural Gas Supplies” in April 2025, and (ii) “Creating a State Energy Strategy to Meet Growing Demand and Support Reliability and Affordability” in June 2025. These Executive Orders direct federal and state agencies, as applicable, to review and take actions with respect to energy and economic development matters. We are actively assessing and monitoring to determine the impact, if any, of the Executive Orders on our business, but any resulting actions by such agencies could have a material impact on our business, financial condition or results of operations.

Regulatory

Regulatory Rate Review

On June 17, 2026, the IURC issued an order (the “2026 Base Rate Order”) approving in part the Stipulation and Settlement Agreement that AES Indiana entered into on October 15, 2025 with most parties in AES Indiana’s base rate case filing. Please see Note 2, “Regulatory Matters - Regulatory Rate Review” to the Financial Statements included in this Form 10-Q for further discussion.

2025 IRP

In January 2025, AES Indiana initiated its 2025 IRP process with external stakeholders. Public advisory meetings for the 2025 IRP took place in January, July, September and October of 2025. On October 31, 2025, AES Indiana filed its 2025 IRP with the IURC, which describes AES Indiana's Preferred Resource Portfolio for meeting generation capacity needs for serving AES Indiana's retail customers over the next several years. The Preferred Resource Portfolio is AES Indiana's reasonable least cost option and provides a reliable and flexible generation mix for customers.

Indiana Energy Legislation

On February 19, 2026, the Indiana General Assembly passed new energy legislation (HEA 1002) (2026), which was signed into law by Indiana Governor Braun and became effective on February 26, 2026. HEA 1002 includes several provisions that affect electric utility ratemaking, such as multi‑year rate plans ("MYRPs"), a low‑income rate program, and performance‑based ratemaking. AES Indiana has completed its evaluation of and is implementing HEA 1002. The implementation of MYRPs requires Indiana's investor-owned electric utilities to begin filing MYRPs on a rolling, three-year cadence, with AES Indiana required to file in 2029, with rates effective in 2030, if approved. The legislation also requires performance incentive mechanisms that measure each utility against specific performance metrics, adjusting authorized returns based on customer affordability and service restoration goals.

On July 14, 2026, the IURC announced action items resulting from its Energy Affordability investigative inquiry involving all Indiana investor-owned electric utilities. These actions include evaluating the impact of MYRPs under HEA 1002 (2026) on authorized returns and tracking mechanisms. The IURC has set an evidentiary hearing to begin on February 4, 2027. AES Indiana will participate in these proceedings and incorporate any IURC findings in its future MYRP filings.

HEA 1007 - Large Load Customer Project Filing

Please see “Item 1. Business – Regulation” and Note 2, “Regulatory Matters” to the Financial Statements of IPALCO’s 2025 Form 10-K for further discussion of these and other regulatory matters.

Environmental

We are subject to numerous environmental and climate change laws and regulations in the jurisdictions in which we operate. We face certain risks and uncertainties related to these environmental and climate change laws and regulations, including existing and potential GHG legislation or regulations, and actual or potential laws and regulations pertaining to water discharges, waste management (including disposal or beneficial reuse of CCR) and certain air emissions, such as SO2, NOx, particulate matter and mercury. Such risks and uncertainties could result in increased capital expenditures or other compliance costs which could have a material adverse effect on our consolidated results of operations. The following discussion of the impact of environmental laws and regulations on the Company updates the discussion provided in “Item 1. Business - Environmental Matters” in IPALCO’s 2025 Form 10-K.

Waste Management and CCR

In the course of operations, our facilities generate solid and liquid waste materials requiring eventual disposal or processing. Waste materials generated at our electric power and distribution facilities include asbestos, CCR, oil, scrap metal, rubbish, small quantities of industrial hazardous wastes such as spent solvents, tree-and-land-clearing wastes and polychlorinated biphenyl contaminated liquids and solids. We endeavor to ensure that all our solid and liquid wastes are disposed of in accordance with applicable national, regional, state and local regulations. With the exception of CCR, we have not usually physically disposed of waste materials on our property. Instead, they are usually shipped off-site for final disposal, treatment or recycling. Some of our CCRs have been and/or are currently beneficially used on-site and offsite, including as a raw material for production of wallboard, and concrete or cement, and some are disposed off-site in permitted disposal facilities. A small amount of CCR, which consists of bottom ash, fly ash and air pollution control wastes, is disposed of at our Petersburg coal-fired power generation plant in an engineered, permitted landfill.

The EPA's final CCR rule became effective in October 2015 (the “CCR Rule”). Generally, the rule regulates CCR as nonhazardous solid waste and establishes national minimum criteria for existing and new CCR landfills and existing and new CCR ash ponds, including location restrictions, design and operating criteria, groundwater monitoring, corrective action and closure requirements and post-closure care. The 2016 Water Infrastructure Improvements for the Nation Act (“WIIN Act”) includes provisions to implement the CCR Rule through a state permitting program, or if the state chooses not to participate, a federal permit program. On February 20, 2020, the EPA published a proposed rule to establish a federal CCR permit program that would operate in states without approved CCR permit programs. On May 28, 2026, EPA reopened the comment period for the 2020 proposed rule. If a final federal CCR permit program is finalized before Indiana establishes a final state-level CCR permit program, AES Indiana could eventually be required to apply for a federal CCR permit from the EPA. Following prior rulemaking development and comment periods, on December 18, 2025, the Indiana Environmental Rules Board adopted a final CCR rule that includes regulation of CCR through a state permitting program. IDEM submitted its State of Indiana Coal Combustion Residuals Permit Program Application (Program) to EPA on June 26, 2026. On September 16, 2026, EPA published proposed approval of the Program. The rule and permitting program would become effective upon final approval by EPA.

On July 14, 2026, EPA published an Advanced Notice of Proposed Rulemaking intended to solicit feedback from the public on a general permit approach that could be developed to allow owners and operators of CCR facilities to temporarily obtain permit coverage until an individual permit is issued by the EPA or an approved state CCR permit program is in effect.

The EPA has indicated that they will implement a phased approach to amending the CCR Rule, which is ongoing. On May 8, 2024, EPA published final revisions to the CCR Rule which expand the scope of CCR units regulated by the CCR Rule to include legacy surface impoundments, inactive surface impoundments, and CCR management units. The May 8, 2024 revisions to the CCR Rule are currently subject to legal challenges. On February 10, 2026, EPA published a final rule extending certain deadlines for CCR management units associated with its May 8, 2024 revisions to the CCR Rule.

On April 13, 2026, the EPA published proposed revisions to the CCR Rule. The EPA is proposing modifications to the legacy and CCR management units provisions in the CCR Rule, the establishment of site-specific compliance pathways under federal or approved state CCR permits, and the revision of the definition of beneficial use of CCR. It is still too early to determine the potential impacts of these proposed revisions to our businesses.

The CCR Rule, current or future amendments to, or EPA interpretations of, the CCR Rule, Indiana CCR regulations, the results of groundwater monitoring data or the outcome of CCR-related litigation could have a material impact on our business, financial condition and results of operations. We would seek recovery of any resulting expenditures; however, there is no guarantee we would be successful in this regard.

CWA – Facility Response Plan

On March 28, 2022, the EPA published a proposed rule to establish Facility Response Plan (“FRP”) requirements for non-transportation onshore facilities that store CWA hazardous substances and meet certain criteria and thresholds. On March 28, 2024, the EPA published the final CWA Hazardous Substance Facility Response Plans rule which became effective on May 27, 2024. On February 18, 2026, EPA published an Advanced Notice of Proposed Rulemaking in the Federal Register seeking public input on a variety of issues related to applicability and implementation of the current final rule. On March 5, 2026, EPA published in the Federal Register a proposed rule extending the compliance date and removing references to "environmental justice" and "climate change." On October 13, 2026, EPA published the final rule finalizing these changes and delaying the compliance date until June 1, 2030. The final rule will become effective on December 14, 2026. It is too early to determine whether this final rule may have a material impact on our business, financial condition or results of operation.

CWA – NPDES Permits

NPDES permits regulate specific industrial wastewater and storm water discharges to the waters of Indiana under Section 402 of the Federal Water Pollution Control Act. A number of CWA regulations described above are implemented through NPDES permits.

In 2017, IDEM issued to Eagle Valley an NPDES permit regulating water discharges associated with operation of its CCGT. As part of the normal course of business, AES Indiana submitted a timely application for renewal for the Eagle Valley NPDES permit, and on March 31, 2023, IDEM issued the renewed NPDES permit. On April 17, 2023, a third party filed an appeal of Eagle Valley’s renewed NPDES permit. On February 18, 2025, the Indiana Office of Administrative Law Proceedings (OALP) issued a final order which determined that the third-party appellant failed to prove it has associational standing to challenge the NPDES permit and that the third-party appellant failed to prove any of the alleged deficiencies in its petition for review as a matter of law. On March 20, 2025, the third-party appellant filed a Petition for Judicial Review with the Morgan County Circuit Court (Indiana Trial court), asking the court to set aside OALP's final order. On August 10, 2026, the Morgan County Circuit Court issued an order upholding Eagle Valley's renewed NPDES permit. On September 9, 2026, the third party filed an appeal of the Morgan County Circuit Court's order at the Indiana Court of Appeals, and the matter remains pending. AES Indiana contends that the renewed permit was validly issued, and the permit remains in effect. AES Indiana is unable to predict the outcome of the appeal, but depending on the results, it could have an adverse effect on the Company.

In 2017, IDEM also issued to Harding Street and Petersburg NPDES permits regulating water discharges associated with operation of their power plant operations. As part of the normal course of business, AES Indiana submitted timely applications for renewal for both Harding Street and Petersburg NPDES permits in March 2022. On

May 7, 2025, IDEM issued the final Petersburg NPDES permit renewal. No parties appealed the permit. On November 29, 2023, IDEM issued the final NPDES permit renewal for Harding Street with an effective date of January 1, 2024. Among other new requirements, the permit included new thermal limitations, that could result in the need for AES Indiana to take additional actions to ensure compliance with the final permit. On December 14, 2023, AES Indiana filed a petition for appeal of certain new requirements, including the new thermal limitations, in the final Harding Street NPDES permit. A stay of the appealed requirements was initially granted on January 4, 2024, and was in effect until April 7, 2026 (as extended from March 6, 2026). On February 27, 2026, IDEM issued a final NPDES permit modification which became effective on April 1, 2026, to address and resolve the appealed issues. Upon the effective date of the permit modification, on April 1, 2026, AES Indiana moved to voluntarily dismiss the appeal and the court ordered the case dismissed on the same day. Final or future permits could have a material impact on our business, financial condition and results of operations. We would seek recovery of any resulting capital expenditures; however, there is no guarantee we would be successful in this regard.

CWA - Steam Effluent Limitations Guidelines (ELG) Rule

In November 2015, the EPA published its final ELG rule to reduce toxic pollutants discharged into waterways by steam-electric power plants through technology applications. In 2020, EPA issued a final rule, known as the 2020 Reconsideration Rule, revising certain aspects of the 2015 ELG rule. Following the 2019 U.S. Court of Appeals vacatur and remand of portions of the 2015 ELG rule related to leachate and legacy water, on May 9, 2024, EPA published a final rule revising the 2020 Reconsideration Rule which became effective on July 8, 2024. The final rule established more stringent best available technology limits for flue gas desulfurization wastewater, bottom ash transport water and combustion residual leachate and established a new set of definitions and new limits for leachate legacy wastewater. Wastewater treatment technologies already installed and operated at Petersburg met the requirements of these rules. On December 31, 2025, EPA published a final rule extending the 2024 ELG Rule compliance deadlines. On May 18, 2026, EPA published a proposed rule related to unmanaged combustion residual leachate. The proposed rule would revise certain best available technology limits in the 2024 ELG Rule and would extend the compliance deadline from December 31, 2029 to December 31, 2034. We are currently reviewing the proposed rule, and it is too early to determine whether any outcome of this final rule, litigation or future revisions to the ELG rule might have a material impact on our business, financial condition and results of operations.

CWA - WOTUS

The concept of WOTUS defines the geographic reach and authority of the U.S. Army Corps of Engineers and EPA (together, the "Agencies") to regulate streams, wetlands, and other water bodies under the CWA. There have been multiple Supreme Court decisions and dueling regulatory definitions over the past several years concerning the appropriate standard for how to properly determine whether a wetland or stream that is not navigable is considered a WOTUS. On May 25, 2023, the U.S. Supreme Court rendered a decision (Decision) in the case of Sackett v. Environmental Protection Agency, addressing the definition of WOTUS with regards to the CWA. The Decision provides a standard that substantially restricts the Agencies' ability to regulate certain types of wetlands and streams. Specifically, under the Decision, wetlands that do not have a continuous surface connection with traditional interstate navigable water is not considered a WOTUS and therefore is not federally jurisdictional.

On September 8, 2023, the Agencies published the “Revised Definition of ‘Waters of the United States’” rule intended to conform the definition of WOTUS and key aspects of the regulatory text to the Decision. Due to ongoing litigation, the definition of WOTUS (as amended on September 8, 2023) is not operative in certain jurisdictions. In the jurisdictions involved in the litigation, including Indiana, the amended 2023 Rule is subject to a preliminary injunction, and the Agencies interpret WOTUS consistent with the pre-2015 regulatory regime and the Supreme Court’s decision in Sackett. In the remaining states the Agencies implement the definition in the January 2023 Rule, as amended in September 2023.

On March 12, 2025, the Agencies issued a joint guidance memorandum for implementing the “continuous surface connection” consistent with the Decision and related issues. On March 24, 2025, the Agencies published notice outlining a process to gather recommendations for implementation of WOTUS. On November 20, 2025, the Agencies proposed revisions to align the definition of WOTUS with the Decision to clarify federal jurisdiction under CWA. On September 9, 2026, the Agencies published a Supplemental Notice of Proposed Rulemaking seeking comment on supplemental regulatory options for certain revised definitions relative to the November 20, 2025 proposal.

It is too early to determine whether any outcome of litigation or current or future revisions to rules interpreting federal jurisdiction over WOTUS might have a material adverse effect on our results of operations, financial condition and cash flows.

NAAQS

Under the CAA, the EPA sets NAAQS for six criteria pollutants considered harmful to public health and the

environment, including particulate matter, NOx, ozone and SO2, which result from fossil-fuel combustion. Areas

meeting the NAAQS are designated attainment areas while those that do not meet the NAAQS are considered

nonattainment areas. Each state must develop a plan to bring nonattainment areas into compliance with the

NAAQS, which may include imposing operating limits on individual plants. The EPA is required to review NAAQS at

five-year intervals.

Fine Particulate Matter. In 2013, the EPA published the 2012 annual PM2.5 standard of 12 micrograms per cubic meter of air and the 24-hour PM2.5 standard of 35 micrograms per cubic meter of air. In 2015, the EPA published its final attainment designations for the 2012 PM2.5 standard. In addition to the PM2.5 standard, there is also a 24- hour PM10 standard of 150 micrograms per cubic meter of air. No AES Indiana operations are currently located in areas designated as nonattainment. On March 6, 2024, EPA published a final rule lowering the primary annual PM2.5 NAAQS from 12 micrograms per cubic meter to 9 micrograms per cubic meter. The PM2.5 NAAQS final rule is subject to legal challenges and on November 24, 2025, EPA filed a motion requesting that the D.C. Circuit vacate the 2024 rule that lowered the primary annual PM2.5 NAAQS. On June 26, 2026, the D.C. Circuit issued a ruling denying vacatur and upholding EPA’s 2024 revisions to the PM2.5 NAAQS. On August 28, 2026, parties including states and industry groups filed a petition seeking Supreme Court review of the June 26, 2026 ruling. On July 17, 2026, the U.S. District Court for the Northern District of California issued an order requiring EPA to finalize designations for all areas of the country no later than February 6, 2027. On September 29, 2026, EPA issued a letter to the Governor of Indiana with information regarding EPA's intended approach for finalizing Indiana designations for the 2024 PM2.5 NAAQS and indicating that certain monitors in the state, including in Marion County, do not meet the 2024 PM2.5 NAAQS. On October 6, 2026, EPA published initial designations for the 2024 PM2.5 NAAQS indicating that EPA has reviewed data and technical information and that EPA intends to issue final designations commensurate with any court order.

Based on current and potential national ambient air quality standards, the state of Indiana is required to determine whether certain areas within the state meet the NAAQS. With respect to Marion, Morgan and Pike Counties, as well as any other areas determined to be in "nonattainment," the state of Indiana will be required to modify its SIP to detail how the state will regain its attainment status. As part of this process, it is possible that the IDEM or the EPA may require reductions of emissions from our generating stations to reach attainment status for ozone, fine particulate matter or SO2. At this time, we cannot predict what the impact will be to AES Indiana with respect to new ambient standards, but it could be material.

Federal Power Plant GHG Emission Rules

On May 9, 2024, EPA published final NSPS requiring carbon capture and sequestration for new and reconstructed baseload stationary combustion turbines, among other requirements. EPA did not finalize revisions to the NSPS for newly constructed or reconstructed coal-fired electric utility steam generating units as proposed in 2018.

Following prior rulemakings and litigation related to regulations for GHG emissions from EGUs, on May 9, 2024, EPA also published a final rule regulating GHGs from existing EGUs pursuant to Section 111(d) of the CAA and effective on July 8, 2024 (these rules, together with the May 9, 2024 NSPS described above, the “2024 Carbon Pollution Standards”). Existing EGUs are those that were constructed prior to January 8, 2014. Depending on various EGU-specific factors, the bases of emissions guidelines for natural gas-fired units under the 2024 Carbon Pollution Standards include the use of uniform fuels and routine methods of operation and maintenance and the bases of emissions guidelines for coal-fired units include 40% natural gas co-firing or carbon capture and sequestration with 90% capture of CO2 depending on the date that coal operations cease. Specific standards for performance for EGUs were required to be established through a State Plan (or a Federal Plan if the state of Indiana were to not submit an approvable plan).

On June 17, 2025, EPA published a proposed rule to repeal the 2024 Carbon Pollution Standards for new and existing EGUs in addition to 2015 GHG NSPS for certain new EGUs. In this proposed rule, the EPA also offered an

alternative proposal to repeal a narrower set of GHG requirements which would include the repeal of requirements for existing EGUs and requirements based on carbon capture and sequestration for new EGUs.

On September 17, 2026, EPA published a final rule to repeal certain aspects of the 2024 Carbon Pollution Standards, in particular GHG emission guidelines for existing coal-fired steam generating units and existing natural gas-fired steam generating units. The September 17, 2026 final rule also repeals the 2024 Carbon Pollution Standards’ carbon capture and sequestration-based requirements for new base load combustion turbines. The September 17, 2026 final rule does not repeal the 2015 NSPS for certain new EGUs and certain other requirements of the 2024 Carbon Pollution Standards. Also on September 17, 2026, EPA issued a supplemental notice of proposed rulemaking that, if finalized, would repeal all federal GHG emissions standards (including the 2015 NSPS for certain new EGUs) under section 111 of the CAA based on EPA’s proposed best reading of the CAA. We are still reviewing these rules, and it is too early to determine any potential impact.

On August 1, 2025, EPA published a proposed rule to rescind the 2009 GHG endangerment finding which concluded that GHG endanger public health and welfare. On February 18, 2026, EPA published a final rule to rescind the 2009 GHG endangerment finding. On September 16, 2025, EPA published a proposed rule to remove certain GHG emissions reporting obligations from source categories, including electricity generation and electrical transmission and distribution equipment use.

It is too early to determine any potential impact. GHG regulations, current or future amendments to, resulting state or federal plans, or pending or future litigation associated with such regulations or plans could have a material impact on our business, financial condition and results of operations. We would seek recovery of any resulting capital expenditures; however, there is no guarantee we would be successful in this regard.

CAPITAL RESOURCES AND LIQUIDITY

Overview

As of September 30, 2026, we had unrestricted cash and cash equivalents of $65.9 million and available borrowing capacity of $265 million under our unsecured revolving AES Indiana Credit Agreement. All of AES Indiana’s long-term borrowings must first be approved by the IURC and the aggregate amount of AES Indiana’s short-term indebtedness must be approved by the FERC. AES Indiana has approval from the FERC to borrow up to $1.25 billion of short-term indebtedness outstanding at any time through July 30, 2028. In September 2026, AES Indiana received an order from the IURC granting authority through December 31, 2029 to, among other things, issue up to $1.5 billion in aggregate principal amount of long-term debt, of which $1.4 billion remains available under the order as of September 30, 2026. This order also grants authority to have up to $1.25 billion of amounts outstanding under long-term credit agreements and liquidity facilities, of which $1.0 billion remains available under the order as of September 30, 2026. As an alternative to the sale of all or a portion of $65 million in principal of the long-term debt, AES Indiana has authority to issue up to $65 million of new preferred stock. We also have restrictions on the amount of new debt that may be issued due to contractual obligations of AES and by financial covenant restrictions under our existing debt obligations. We do not believe such restrictions will be a limiting factor in our ability to issue debt in the ordinary course of prudent business operations.

We depend on timely and continued access to capital markets to manage our liquidity needs. The inability to raise capital on favorable terms, to refinance existing indebtedness or to fund operations and other commitments during times of political or economic uncertainty or otherwise could have material adverse effects on our results of operations, financial condition and cash flows. In addition, changes in the timing of tariff increases or delays in the regulatory determinations could affect the cash flows and results of operations of our businesses. From time to time, we may elect to repurchase our outstanding debt through cash purchases, privately negotiated transactions or otherwise when management believes such repurchases are favorable to make. The amounts involved in any such repurchases may be material.

Cash Flows

The following table provides a summary of our cash flows (in thousands):


	Nine Months Ended September 30,
	2026		2025		$ Change
Net cash provided by operating activities	$	750,479	$	646,142	$	104,337
Net cash used in investing activities	(759,019)		(650,383)		(108,636)
Net cash provided by financing activities	4,624		49,774		(45,150)
Net change in cash, cash equivalents and restricted cash	(3,916)		45,533		(49,449)
Cash, cash equivalents and restricted cash at beginning of period	69,839		26,652		43,187
Cash, cash equivalents and restricted cash at end of period	$	65,923	$	72,185	$	(6,262)

Operating Activities

The following table summarizes the key components of our consolidated operating cash flows (in thousands):


	Nine Months Ended September 30,
	2026		2025		$ Change
Net income	$	125,997	$	90,325	$	35,672
Depreciation and amortization	284,271		271,313		12,958
Deferred income taxes and investment tax credit adjustments - net	82,287		51,847		30,440
Tax credit transfer proceeds allocated to noncontrolling interest	189,625		133,010		56,615
Other adjustments to net income	(2,868)		780		(3,648)
Net income, adjusted for non-cash items	679,312		547,275		132,037
Net change in operating assets and liabilities(1)	71,167		98,867		(27,700)
Net cash provided by operating activities	$	750,479	$	646,142	$	104,337

(1) Refer to the table below for explanations of the variance in operating assets and liabilities.

The net change in operating assets and liabilities for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was driven by changes in the following (in thousands):


Decrease from current and non-current regulatory assets and liabilities primarily due to higher collections of regulatory assets in the prior year	(34,934)
Increase from other tax payable driven by higher property tax accruals recognized during the year and the timing of related payments	12,826
Other	(5,592)
Net change in operating assets and liabilities	$	(27,700)

Investing Activities

Net cash used in investing activities increased $108.6 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, which was primarily driven by (in thousands):


Increase in cash outflows for capital expenditures, net of contributions in aid of construction, primarily driven by higher growth capital expenditures related to the Petersburg Units 3 and 4 conversion project, partially offset by lower expenditures on renewable projects	$	(130,825)
Increase in cash outflows for cost of removal payments	(53,946)
Increase due to lower cash outflows following the acquisition completed in 2025	77,640
Other	(1,505)
Net change in investing activities	$	(108,636)

Financing Activities

Net cash provided by financing activities decreased $45.2 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, which was primarily driven by (in thousands):


Increase primarily due to lower net repayments under the AES Indiana Credit Agreement and lower repayments of short-term borrowings	$	710,000
Decrease due to lower shareholder contributions received in the current year	(323,500)
Decrease due to lower net borrowings of long-term debt in the current year	(310,000)
Decrease primarily due to higher distributions to noncontrolling interests in the current year, driven by tax credit transfers	(62,423)
Decrease due to higher distributions to shareholders in the current year	(34,046)
Decrease due to lower sales to noncontrolling interests in the current year	(30,409)
Other	5,228
Net change in financing activities	$	(45,150)

Liquidity

We expect our existing cash balances, cash generated from operating activities and borrowing capacity on our existing AES Indiana Credit Agreement will be adequate to meet our anticipated operating needs, including interest expense on our debt and dividends to our equity owners. Our business is capital intensive, requiring significant resources to fund operating expenses, construction expenditures, scheduled debt maturities and carrying costs, potential margin requirements related to interest rate and commodity hedges, taxes and dividend payments. In 2026 and subsequent years, we expect to satisfy these requirements with a combination of cash from operations, funds from debt financing, and funds from capital contributions, including contributions from shareholders and our tax equity investors, as our internal liquidity needs and market conditions warrant. We also expect that the borrowing capacity under our existing AES Indiana Credit Agreement will continue to be available to manage working capital requirements during those periods. The absence of adequate liquidity could adversely affect our ability to operate our business and have a material adverse effect on our results of operations, financial condition and cash flows.

Indebtedness

For further discussion of our significant debt transactions, please see Note 7, “Debt” to IPALCO’s 2025 Form 10-K and Note 6, “Debt” to the Financial Statements of this Form 10-Q.

Line of Credit

AES Indiana entered into a third amendment and restatement of its $500 million revolving AES Indiana Credit Agreement on March 25, 2025 with a syndication of bank lenders, as discussed in Note 6, “Debt - Line of Credit” to the Financial Statements of this Quarterly Report on Form 10-Q.

We had the following amounts available under the revolving AES Indiana Credit Agreement:

$ in millions

Type

Maturity

Commitment

Amounts available at September 30, 2026

AES Indiana

Revolving

March 2030

500.0

265.0

Capital Requirements

Capital Expenditures

Our capital expenditure program, including development and permitting costs, for the three-year period from 2026 through 2028 (including amounts already expended in the first nine months of 2026) is currently estimated to cost approximately $4.2 billion (excluding environmental compliance), and includes estimates as follows (amounts in millions):


							For the three-year period
	2026		2027		2028		from 2026 through 2028
Power generation related projects	$	1,042.1	$	1,052.6	$	967.3	$	3,062.0	(1)
Transmission and distribution related additions, improvements and extensions	197.7		259.9		381.4		839.0		(2)
TDSIC Plan investments	226.6		—		—		226.6
Other miscellaneous equipment	45.8		23.9		17.6		87.3
Total estimated costs of capital expenditure program	$	1,512.2	$	1,336.4	$	1,366.3	$	4,214.9

(1) Includes spending for AES Indiana’s power generation and renewable energy projects.
(2) Additions, improvements and extensions to AES Indiana’s transmission and distribution lines, substations, power factor and voltage regulating equipment, distribution transformers and street lighting facilities.

The amounts described in the capital expenditure program above include estimated spending on projects that are subject to regulatory approval, as well as estimated spending under AES Indiana’s 2025 IRP filed with the IURC in October 2025. See Note 2, “Regulatory Matters - IRP Filings and Replacement Generation” to the Financial Statements of IPALCO’s 2025 Form 10-K for further discussion.

Credit Ratings

Our ability to borrow money or to refinance existing indebtedness and the interest rates at which we can borrow money or refinance existing indebtedness are affected by our credit ratings. In addition, the applicable interest rates on the AES Indiana Credit Agreement (as well as the amount of certain other fees in the AES Indiana Credit Agreement) are dependent upon the credit ratings of AES Indiana. Downgrades in the credit ratings of AES could result in AES Indiana’s and/or IPALCO’s credit ratings being downgraded. Any reduction in our debt or credit ratings may adversely affect the trading price of our outstanding debt securities.

The following table presents the debt ratings and credit ratings (issuer/corporate rating) and outlook for IPALCO and AES Indiana.

Debt ratings

IPALCO

AES Indiana

Outlook

Fitch Ratings

BBB (a)

A (b)

Stable

Moody’s Investors Service

Baa3 (a)

A3 (b)

Stable

S&P Global Ratings

BBB- (a)

A- (b)

Stable

Credit ratings

IPALCO

AES Indiana

Outlook

Fitch Ratings

BBB-

BBB+

Stable

Moody’s Investors Service

—

Baa2

Stable

S&P Global Ratings

BBB

Stable

(a) Ratings relate to IPALCO’s Senior Secured Notes.

(b) Ratings relate to AES Indiana’s first mortgage bonds.

We cannot predict whether our current debt and credit ratings or the debt and credit ratings of AES Indiana will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. A security rating is not a recommendation to buy, sell or hold securities. Such ratings

may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

Dividend Distributions

All of IPALCO’s outstanding common stock is held by AES U.S. Investments and La Caisse. During the nine months ended September 30, 2026 and 2025, IPALCO paid $233.1 million and $199.0 million, respectively, in distributions to its shareholders. Future distributions to our shareholders will be determined at the discretion of our Board of Directors and will depend primarily on dividends received from AES Indiana. Dividends from AES Indiana are affected by AES Indiana’s actual results of operations, financial condition, cash flows, capital requirements, regulatory and legal considerations, and such other factors as AES Indiana’s Board of Directors deems relevant.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The condensed consolidated financial statements of IPALCO are prepared in conformity with GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented.

The Company’s significant accounting policies are described in Note 1, “Overview and Summary of Significant Accounting Policies” of this report and in IPALCO’s 2025 Form 10-K. The Company’s critical accounting estimates are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in IPALCO’s 2025 Form 10-K. An accounting estimate is considered critical if the estimate requires management to make an assumption about matters that were highly uncertain at the time the estimate was made, different estimates reasonably could have been used, or if changes in the estimate that would have a material impact on the Company’s financial condition or results of operations are reasonably likely to occur from period to period. Management believes that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The Company has reviewed and determined that these remain as critical accounting policies as of and for the nine months ended September 30, 2026.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no material changes to our quantitative and qualitative disclosure about market risk as previously disclosed in IPALCO’s 2025 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of its “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of September 30, 2026, to ensure that information required to be disclosed by the Company in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, we are subject to various lawsuits, actions, claims, and other proceedings. We are also, from time to time, involved in other reviews, investigations and proceedings by governmental and regulatory agencies regarding our business, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. We have accrued in our Financial Statements for litigation and claims where it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We believe the amounts provided in our Financial Statements, as prescribed by GAAP, for these matters are adequate in light of the probable and estimable contingencies. However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims and other matters (including those matters noted below), and to comply with applicable laws and regulations will not exceed the amounts reflected in our Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided for in our Financial Statements cannot be reasonably determined, but could be material.

Please see Note 2, “Regulatory Matters” and Note 10, “Commitments and Contingencies” to the Financial Statements included in Part I - Financial Information of this Form 10-Q for a summary of certain legal proceedings involving us. In addition, our Form 10-K for the fiscal year ended December 31, 2025 and the Notes to IPALCO’s Consolidated Financial Statements included therein contain descriptions of certain legal proceedings in which we are or were involved. The information in or incorporated by reference into this Item 1 to Part II is limited to certain recent developments concerning our legal proceedings and new legal proceedings, since the filing of such Form 10-K, and should be read in conjunction with such Form 10-K and our Form 10-Qs.

ITEM 1A. RISK FACTORS

You should consider carefully the following updates to risk factors, along with the risk factors disclosed in Item 1A.—Risk Factors of our 2025 Form 10-K and other information contained in or incorporated by reference in this Form 10-Q. Additional risks and uncertainties also may adversely affect our business and operations, including those discussed in Item 2.—Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q. The Risk Factors section in our 2025 Form 10-K otherwise remains current in all material respects. We routinely encounter and address risks, some of which may cause our future results to be materially different than we presently anticipate. If any of the following events actually occur, our business, financial results, and financial condition could be materially adversely affected.

Risks Related to the Proposed AES Merger

There is no assurance when or if the AES Merger (the “Merger”) will be completed. Due to our relationship with AES, the announcement and pendency of the Merger could adversely affect our business, including if the Merger does not close or is delayed, for reasons including the following:

•Uncertainty about the effect of the Merger may impair our ability to attract, retain, and motivate key personnel, and could cause customers, suppliers, partners, lenders, and others to seek to change existing business relationships with us;

•The Merger Agreement also requires AES to obtain Parent’s consent prior to taking certain specified actions, including acquisitions and disposals above certain thresholds, the incurrence of additional debt, subject to certain exceptions, and from taking other specified actions while the Merger is pending. These restrictions may prevent the Company from pursuing otherwise attractive business opportunities or making other changes to its business prior to the completion of the Merger; and

•The Merger is currently expected to close in late 2026 or early 2027, subject to satisfaction or waiver (to the extent permitted by law) of all closing conditions. The Merger may not occur on the expected timeline if there are delays in receiving required regulatory approvals or other reasons. We cannot provide any assurance that all of the required approvals will be obtained or that the approvals will not be conditioned on terms, conditions or restrictions that would be detrimental to the combined company after the completion of the proposed Merger.

For more background on the proposed AES Merger, see Note 1, “Overview and Summary of Significant Accounting Policies - Proposed AES Merger.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On July 23, 2026, the Boards of Directors (the “Boards”) of IPALCO Enterprises, Inc. and Indianapolis Power & Light Company, doing business as AES Indiana (the “Companies”), subsidiaries of The AES Corporation (“AES”), dismissed Ernst & Young LLP (“EY”) as the Companies’ independent registered public accounting firm, due to the fact that EY will no longer be considered independent with respect to AES and its subsidiaries under the rules of the Securities and Exchange Commission (the “SEC”) after the closing of the announced Agreement and Plan of Merger (the “Merger Agreement”), by and among AES, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into AES (the “Merger”), with AES continuing as the surviving corporation in the Merger. Parent is jointly controlled by investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund. The dismissal was effective upon the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

The audit reports of EY on the Companies’ consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2024 and 2025, and the subsequent interim period through the date of the Current Report on Form 8-K filed with the SEC on July 27, 2026 (the “Current Report”), there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Companies and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements of the Companies for the applicable year, or (ii) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act). The Companies provided EY with a copy of the disclosures in the Current Report and requested that EY provide the Companies with a letter addressed to the SEC stating whether EY agrees with the statements made by the Companies therein. A copy of EY’s letter, dated July 27, 2026, is filed as Exhibit 16.1 to the Current Report.

Following consideration of multiple accounting firms, on July 23, 2026, the Boards engaged KPMG LLP (“KPMG”) as the independent registered public accounting firm for the Companies for the fiscal year ending December 31, 2026, effective with EY’s dismissal upon the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

As part of the request for proposal process by which KPMG was selected, KPMG and AES identified that, during the year ending December 31, 2026 (the “Audit Period”), various member firms within the KPMG International network (“KPMG Member Firms”) provided tax advisory support, payroll processing, employment legal advice, and financial model review services to certain subsidiaries of AES. Each of these services contains one or more components of work performed during the Audit Period that render them to be impermissible services (“Impermissible Services”) pursuant to SEC Regulation S-X Rule 2-01 and therefore impact KPMG’s independence with respect to AES and the Companies. Prior to the appointment of KPMG as the independent registered public accounting firm for the Companies, all Impermissible Services have either been completed or terminated.

The Impermissible Services were strictly advisory or clerical in nature, and management of AES retained sole decision-making authority and responsibility for all underlying data and assumptions. Additionally, these services

were limited to foreign affiliates of AES, the subject matters to which the services relate are not expected to be in-scope for the consolidated group audit of AES nor for the audits of the Companies, and the fees associated with the Impermissible Services are immaterial to AES and KPMG.

KPMG considered whether the matters noted above impacted its objectivity and ability to exercise impartial judgment with regard to its engagement as the Companies' independent registered public accounting firm and has concluded that KPMG’s objectivity and ability to exercise impartial judgment have not been impaired. After taking into consideration the facts and circumstances of the above matters and KPMG’s determination, AES and the Boards also concluded that KPMG’s objectivity and ability to exercise impartial judgment have not been impaired.

During the fiscal years ended December 31, 2024 and 2025, and the subsequent interim period through the date of the Current Report, neither the Companies, nor anyone on the Companies’ behalf, consulted with KPMG regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companies’ consolidated financial statements, and no written report or oral advice was provided by KPMG to the Companies that KPMG concluded was an important factor considered by the Companies in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was the subject of either a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Exchange Act) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

ITEM 6. EXHIBITS


Exhibit No.			Document

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f urni shed herewith)
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (f urnished herewith)
101.INS			XBRL Instance Document (filed herewith as provided in Rule 406T of Regulation S-T)
101.SCH			XBRL Taxonomy Extension Schema Document (filed herewith as provided in Rule 406T of Regulation S-T)
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith as provided in Rule 406T of Regulation S-T)
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document (filed herewith as provided in Rule 406T of Regulation S-T)
101.LAB			XBRL Taxonomy Extension Label Linkbase Document (filed herewith as provided in Rule 406T of Regulation S-T)
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith as provided in Rule 406T of Regulation S-T)
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IPALCO ENTERPRISES, INC.

Date:

November 3, 2026

/s/ Sherry Kohan

Sherry Kohan

Vice President and Chief Financial Officer

(Principal Financial Officer)

Date:

November 3, 2026

/s/ Robert Osborn

Robert Osborn

Controller