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Atmos Energy ATO Form 10-Q filing Q1 FY2026

Filed
Feb 3, 2026, 5:00 PM EST
Fiscal quarter
Q1 FY2026
Calendar quarter
Q4 2025
Accession
0000731802-26-000013

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

View SEC source
Line itemDecember 31,2025September 30,2025
(Unaudited)
(In thousands, exceptshare data)
ASSETS
Property, plant and equipment$30,322,427$29,264,136
Less accumulated depreciation and amortization4,054,5563,971,146
Net property, plant and equipment
Current assets
Cash and cash equivalents
Restricted cash and cash equivalents4,4881,116
Cash and cash equivalents and restricted cash and cash equivalents371,511203,803
Accounts receivable, net731,131375,509
Gas stored underground
Other current assets
Total current assets
Securitized intangible asset, net (See Note 9)
Goodwill
Deferred charges and other assets
CAPITALIZATION AND LIABILITIES
Shareholders’ equity
Common stock, no par value (stated at per share); shares authorized; issued and outstanding: December 31, 2025 — shares; September 30, 2025 — shares
Additional paid-in capital
Accumulated other comprehensive income470,210475,015
Retained earnings5,104,1694,861,612
Shareholders’ equity
Long-term debt, net
Securitized long-term debt (See Note 9)
Total capitalization
Current liabilities
Accounts payable and accrued liabilities
Other current liabilities
Current maturities of long-term debt
Current maturities of securitized long-term debt (See Note 9)
Total current liabilities
Deferred income taxes
Regulatory excess deferred taxes
Regulatory cost of removal obligation
Deferred credits and other liabilities792,152784,322

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited)(In thousands, except pershare data

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Operating revenues
Distribution segment
Pipeline and storage segment286,633255,390
Intersegment eliminations(202,874)(188,726)
Total operating revenues
Purchased gas cost
Distribution segment
Pipeline and storage segment()
Intersegment eliminations(202,604)(188,464)
Total purchased gas cost
Operation and maintenance expense
Depreciation and amortization expense
Taxes, other than income
Operating income
Other non-operating income
Interest charges33,41352,925
Income before income taxes
Income tax expense
Net income
Basic net income per share
Diluted net income per share
Cash dividends per share
Basic weighted average shares outstanding
Diluted weighted average shares outstanding
Net income
Other comprehensive income (loss), net of tax
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of and $()()
Cash flow hedges:
Amortization and unrealized gains (losses) on interest rate agreements, net of tax of $(1,338) and $3,492(4,806)16,561
Total other comprehensive income (loss)()
Total comprehensive income

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited)(In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Cash Flows From Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense194,645180,533
Deferred income taxes
Other()()
Net assets / liabilities from risk management activities
Net change in other operating assets and liabilities()()
Net cash provided by operating activities
Cash Flows From Investing Activities
Capital expenditures()()
Debt and equity securities activities, net()()
Other, net
Net cash used in investing activities()()
Cash Flows From Financing Activities
Net proceeds from equity issuances
Issuance of common stock through stock purchase and employee retirement plans
Proceeds from issuance of long-term debt
Repayment of long-term debt()
Cash dividends paid()()
Debt issuance costs()()
Net cash provided by financing activities
Net increase in cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period203,803308,856
Cash and cash equivalents and restricted cash and cash equivalents at end of period$371,511$589,406

See accompanying notes to condensed consolidated financial statements.

ATMOS ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31, 2025

  1. Nature of Business

Atmos Energy Corporation (“Atmos Energy” or the “Company”) and its subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. Our distribution business is subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated divisions and subsidiaries operate.

Our distribution business delivers natural gas through sales and transportation arrangements to approximately million residential, commercial, public authority, and industrial customers through our regulated distribution divisions, which at December 31, 2025, covered service areas located in states.

Our pipeline and storage business, which is also subject to federal and state regulations, includes the transportation of natural gas to our Texas and Louisiana distribution systems and the management of our underground storage facilities used to support our distribution business in various states.

  1. Summary of Significant Accounting Policies

Basis of Presentation

These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Because of seasonal and other factors, the results of operations for the three-month period ended December 31, 2025 are not indicative of our results of operations for the full 2026 fiscal year, which ends September 30, 2026.

Significant accounting policies

Our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.

Recently issued accounting pronouncements

In November 2024, the FASB issued guidance that will require more detailed information about the types of expenses in commonly presented expense captions. The amendment is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This amendment will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of fiscal 2029. We are currently evaluating the impact this may have on our financial statement disclosures.

In September 2025, the FASB issued guidance which provides qualitative updates to the determination of capitalizing internal-use software costs by expanding the scope to allow for various software development methods. The amendment is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted, and the amendment may be applied prospectively, retrospectively, or with a modified transition approach. This amendment will be effective for our Form 10-K for fiscal 2029 and our Form 10-Q for the first quarter of fiscal 2029. We are currently evaluating the impact this may have on our financial statement disclosures.

  1. Regulation

Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. Substantially all of our regulatory assets are recorded as a component of other current assets and deferred charges and other

assets and our regulatory liabilities are recorded as a component of other current liabilities and deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities.

Regulatory assets and liabilities as of December 31, 2025 and September 30, 2025 included the following:

In thousands

View SEC source
Line itemDecember 31,2025September 30,2025
Regulatory assets:
Pension and postretirement benefit costs$234$262
Infrastructure mechanisms (1)299,641314,047
Winter Storm Uri incremental costs4,0695,841
Deferred gas costs151,187140,626
Regulatory excess deferred taxes (2)49,46849,793
Recoverable loss on reacquired debt2,8612,903
Deferred pipeline record collection costs36,97239,035
System Safety and Integrity Riders (3)39,95543,625
Other13,19312,597
Regulatory liabilities:
Regulatory excess deferred taxes (2)$171,412$190,274
Regulatory cost of removal obligation638,265641,019
Deferred gas costs4,7376,879
APT annual adjustment mechanism114,11099,393
Pension and postretirement benefit costs289,695291,351
Other42,89040,732

(1) Texas, Louisiana, and Tennessee have authorized infrastructure mechanisms that mitigate regulatory lag and allow for the deferral of eligible incurred costs related to qualifying capital expenditures until new rates are implemented. The investment and deferred costs are required to be included in the Company's next rate filing (rate case or annual rate filing) for recovery through base rates.

(2) Regulatory excess deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJA"), a Kansas legislative change enacted in fiscal 2020, and a Louisiana legislative change enacted in fiscal 2025. See Note 12 to the condensed consolidated financial statements for further information.

(3) In our APT and West Texas Divisions and portions of our Mid-Tex Division, the RRC has approved the deferral of certain system safety and integrity costs incurred in excess of a specified benchmark. These costs are eligible for recovery in a future filing after such costs are approved by the RRC.

  1. Segment Information

We manage and review our consolidated operations through the following reportable segments:

  • The distribution segment is comprised of our regulated natural gas distribution and related sales operations in states.
  • The pipeline and storage segment is comprised primarily of the regulated pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Income statement information and capital expenditures for the three months ended December 31, 2025 and 2024 by segment are presented in the following tables:

Three Months Ended December 31, 2025 · In thousands

View SEC source
Line itemDistributionPipeline and StorageTotal of Reportable Segments
Operating revenues from external parties$1,258,049$84,536
Intersegment revenues777202,097202,874
Total operating revenues286,6331,545,459
Operation and maintenance expense
Depreciation and amortization expense (2)
Interest charges (2)33,413
Income tax expense (2)
Other segment items (1)()
Net income (2)
Capital expenditures (2)
Reconciliation to consolidated total operating revenues:
Total operating revenues of reportable segments$1,545,459
Elimination of intersegment revenues(202,874)
Consolidated total operating revenues

Three Months Ended December 31, 2024 · In thousands

View SEC source
Line itemDistributionPipeline and StorageTotal of Reportable Segments
Operating revenues from external parties$1,108,569$67,430
Intersegment revenues766187,960188,726
Total operating revenues255,3901,364,725
Operation and maintenance expense
Depreciation and amortization expense (2)
Interest charges (2)52,925
Income tax expense (2)
Other segment items (1)()
Net income (2)
Capital expenditures (2)
Reconciliation to consolidated total operating revenues:
Total operating revenues of reportable segments$1,364,725
Elimination of intersegment revenues(188,726)
Consolidated total operating revenues

(1) Other segment items consist of purchased gas cost, bad debt expense, taxes other than income taxes, the equity component of AFUDC, community support spending, and other segment income or expense deemed insignificant which are used to reach net income, our measurement of segment profit or loss.

(2) The totals of reportable segments for these items reconcile to consolidated totals.

Balance sheet information at December 31, 2025 and September 30, 2025 by segment is presented in the following tables:

December 31, 2025 · In thousands

View SEC source
Line itemDistributionPipeline and StorageTotal of Reportable Segments
Net property, plant and equipment (1)$26,267,871
Total assets$35,956,665
Reconciliation to consolidated assets:
Total assets of reportable segments$35,956,665
Elimination of intersegment assets(6,158,270)
Consolidated total assets

September 30, 2025 · In thousands

View SEC source
Line itemDistributionPipeline and StorageTotal of Reportable Segments
Net property, plant and equipment (1)$25,292,990
Total assets$34,193,451
Reconciliation to consolidated assets:
Total assets of reportable segments$34,193,451
Elimination of intersegment assets(5,943,929)
Consolidated total assets

(1) The total of reportable segments for this item reconciles to consolidated total.

  1. Earnings Per Share

We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Basic weighted average shares outstanding is calculated based upon the weighted average number of common shares outstanding during the periods presented. Also, this calculation includes fully vested stock awards that have not yet been issued as common stock. Additionally, the weighted average shares outstanding for diluted EPS includes the incremental effects of the forward sale agreements, discussed in Note 8 to the condensed consolidated financial statements, when the impact is dilutive.

Basic and diluted earnings per share for the three months ended December 31, 2025 and 2024 are calculated as follows:

In thousands, except per share amounts

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Basic Earnings Per Share
Net income
Less: Income allocated to participating securities139159
Income available to common shareholders
Basic weighted average shares outstanding
Net income per share — Basic
Diluted Earnings Per Share
Income available to common shareholders
Effect of dilutive shares
Income available to common shareholders$402,825$351,699
Basic weighted average shares outstanding
Dilutive shares2,1441,523
Diluted weighted average shares outstanding
Net income per share — Diluted
  1. Revenue and Accounts Receivable

Revenue

Our revenue recognition policy is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The following tables disaggregate our revenue from contracts with customers by customer type and segment and provide a reconciliation to total operating revenues, including intersegment revenues, for the three months ended December 31, 2025 and 2024.

In thousands

View SEC source
Line itemThree Months Ended December 31, 2025DistributionThree Months Ended December 31, 2025Pipeline and StorageThree Months Ended December 31, 2024DistributionThree Months Ended December 31, 2024Pipeline and Storage
Gas sales revenues:
Residential$780,412$693,050
Commercial315,565266,054
Industrial32,86126,321
Public authority and other10,07712,881
Total gas sales revenues
Transportation revenues
Miscellaneous revenues
Revenues from contracts with customers1,183,2311,038,055
Alternative revenue program revenues()()
Other revenues
Total operating revenues$286,633$255,390

We have alternative revenue programs in each of our segments. In our distribution segment, we have weather-normalization adjustment mechanisms that serve to mitigate the effects of weather on our revenue. In our pipeline and storage segment, APT has a regulatory mechanism that requires that we share with its tariffed customers % of the difference between the total non-tariffed revenues earned during a test period and a revenue benchmark established by the RRC. Other revenues includes AEK revenues (see Note 9 to the condensed consolidated financial statements) and other miscellaneous revenues.

Accounts receivable and allowance for uncollectible accounts

Accounts receivable arise from natural gas sales to residential, commercial, industrial, public authority, and other customers. Our accounts receivable balance includes unbilled amounts which represent a customer’s consumption of gas from the date of the last cycle billing through the last day of the month. Our policy related to the accounting for our accounts receivable and allowance for uncollectible accounts is fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes to this policy. Rollforwards of our allowance for uncollectible accounts for the three months ended December 31, 2025 and 2024 are presented in the table below. The allowance excludes the gas cost portion of customers’ bills for approximately percent of our customers as we have the ability to collect these gas costs through our gas cost recovery mechanisms in most of our jurisdictions.

Three Months Ended December 31, 2025 · In thousands

View SEC source
Beginning balance, September 30, 2025
Current period provisions
Write-offs charged against allowance()
Recoveries of amounts previously written off
Ending balance, December 31, 2025

Three Months Ended December 31, 2024 · In thousands

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Beginning balance, September 30, 2024
Current period provisions
Write-offs charged against allowance()
Recoveries of amounts previously written off
Ending balance, December 31, 2024
  1. Debt

The nature and terms of our debt instruments and credit facilities are described in detail in Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Other than as described below, there were no material changes in the terms of our debt instruments during the three months ended December 31, 2025.

Long-term debt at December 31, 2025 and September 30, 2025 consisted of the following:

In thousands

View SEC source
Line itemDecember 31, 2025September 30, 2025
Unsecured 3.00% Senior Notes, due June 2027$500,000$500,000
Unsecured 2.625% Senior Notes, due September 2029500,000500,000
Unsecured 1.50% Senior Notes, due January 2031600,000600,000
Unsecured 5.45% Senior Notes, due October 2032300,000300,000
Unsecured 5.90% Senior Notes, due November 2033725,000725,000
Unsecured 5.95% Senior Notes, due October 2034200,000200,000
Unsecured 5.20% Senior Notes, due August 2035500,000500,000
Unsecured 5.50% Senior Notes, due June 2041400,000400,000
Unsecured 4.15% Senior Notes, due January 2043500,000500,000
Unsecured 4.125% Senior Notes, due October 2044750,000750,000
Unsecured 4.30% Senior Notes, due October 2048600,000600,000
Unsecured 4.125% Senior Notes, due March 2049450,000450,000
Unsecured 3.375% Senior Notes, due September 2049500,000500,000
Unsecured 2.85% Senior Notes, due February 2052600,000600,000
Unsecured 5.75% Senior Notes, due October 2052500,000500,000
Unsecured 6.20% Senior Notes, due November 2053500,000500,000
Unsecured 5.00% Senior Notes, due December 2054650,000650,000
Unsecured 5.45% Senior Notes, due January 2056600,000
Medium-term note Series A, 1995-1, 6.67%, due December 202510,000
Unsecured 6.75% Debentures, due July 2028150,000150,000
Finance lease obligations
Total long-term debt9,627,1688,982,234
Less:
Original issue (premium) discount on unsecured senior notes and debentures()
Debt issuance cost68,89564,622
Current maturities of long-term debt
Total long-term debt, net

On October 1, 2025, we completed a public offering of $600 million of 5.45% senior notes due January 2056, with an effective interest rate of 4.85%, after giving effect to the offering costs and settlement of our interest rate swaps. The net proceeds from the offering, after the underwriting discount and offering expenses, of $590.0 million were used for general corporate purposes.

Short-term debt

We utilize short-term debt to provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company’s desired capital structure. Our short-term borrowing requirements are driven primarily by construction work in progress and the seasonal nature of the natural gas business.

Our short-term borrowing requirements are satisfied through a combination of a $1.5 billion commercial paper program and four committed revolving credit facilities with third-party lenders that provide $3.1 billion of total working capital funding.

The primary source of our funding is our commercial paper program, which is supported by a five-year unsecured $1.5 billion credit facility that expires on March 28, 2030.This facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company’s credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total

committed loan to $1.75 billion. At December 31, 2025 and September 30, 2025, there were no amounts outstanding under our commercial paper program.

We also have a $1.5 billion three-year senior unsecured credit facility, which expires March 28, 2028, that is used to provide additional working capital funding. This facility bears interest at a base rate or at a Term SOFR-based rate for the applicable interest period, plus a margin ranging from zero percent to 0.25 percent for base rate advances or a margin ranging from 0.75 percent to 1.25 percent for Term SOFR-based advances, based on the Company's credit ratings. Additionally, the facility contains a $250 million accordion feature, which provides the opportunity to increase the total committed loan to $1.75 billion. At December 31, 2025 and September 30, 2025, there were no borrowings outstanding under this facility.

Additionally, we have a $50 million 364-day unsecured facility, which was renewed April 1, 2025 and is used to provide working capital funding. There were no borrowings outstanding under this facility as of December 31, 2025 and September 30, 2025.

Finally, we have a $50 million 364-day unsecured revolving credit facility, which was renewed March 31, 2025 and is used to issue letters of credit and to provide working capital funding. At December 31, 2025, there were no borrowings outstanding under this facility; however, outstanding letters of credit reduced the total amount available to us to $44.4 million.

Debt covenants

The availability of funds under these credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total-debt-to-total-capitalization of no greater than percent. At December 31, 2025, our total-debt-to-total-capitalization ratio, as defined in the agreements, was percent. In addition, both the interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.

These credit facilities and our public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales, and mergers. Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or if not paid at maturity. We were in compliance with all of our debt covenants as of December 31, 2025. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.

  1. Shareholders' Equity

The following tables present a reconciliation of changes in stockholders' equity for the three months ended December 31, 2025 and 2024.

In thousands, except share and per share data

View SEC source
Line itemCommon stockNumber of SharesCommon stockStated ValueAdditional Paid-in CapitalAccumulated Other Comprehensive Income(Loss)Retained EarningsTotal
Balance, September 30, 2025161,568,384$808$8,221,455$475,015$4,861,612
Net income402,964
Other comprehensive loss(4,805)()
Cash dividends ( per share)(160,407)()
Common stock issued:
Public and other stock offerings3,709,64718474,625
Stock-based compensation plans156,446111,606
Balance, December 31, 2025165,434,477$827$8,707,686$470,210$5,104,169

In thousands, except share and per share data

View SEC source
Line itemCommon stockNumber of SharesCommon stockStated ValueAdditional Paid-in CapitalAccumulated Other Comprehensive Income(Loss)Retained EarningsTotal
Balance, September 30, 2024155,258,845$776$7,474,559$465,715$4,216,619
Net income351,858
Other comprehensive income16,423
Cash dividends ( per share)(135,453)()
Common stock issued:
Public and other stock offerings3,329,35817383,520
Stock-based compensation plans137,86216,446
Balance, December 31, 2024158,726,065$794$7,864,525$482,138$4,433,024

Shelf Registration, At-the-Market Equity Sales Program and Equity Issuances

We have a shelf registration statement on file with the Securities and Exchange Commission (SEC) that allows us to issue up to $8.0 billion in common stock and/or debt securities, which expires December 3, 2027. At December 31, 2025, $5.2 billion of securities were available for issuance under this shelf registration statement.

We also have an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $1.7 billion through December 3, 2027 (including shares of common stock that may be sold pursuant to forward sale agreements entered into concurrently with the ATM equity sales program).

During the three months ended December 31, 2025, we settled forward sale agreements with respect to 3,683,384 shares that had been borrowed and sold by various forward sellers under the ATM program for net proceeds of $472.0 million. As of December 31, 2025, $827.1 million of equity was available for issuance under our existing ATM program. Additionally, we had $1.1 billion in available proceeds from outstanding forward sale agreements, as detailed below.

MaturityShares AvailableNet Proceeds Available(In thousands)Forward Price
June 30, 20261,773,043$231,237$130.42
December 31, 20263,392,352475,828$140.26
March 31, 20272,486,880381,858$153.55
Total7,652,275$1,088,923$142.30

Accumulated Other Comprehensive Income (Loss)

We record deferred gains (losses) in AOCI related to available-for-sale debt securities and interest rate agreement cash flow hedges. Deferred gains (losses) for our available-for-sale debt securities are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings on a straight-line basis over the life of the related financing. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income (loss).

Line itemAvailable-for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2025$209$474,806$475,015
Other comprehensive income (loss) before reclassifications1
Amounts reclassified from accumulated other comprehensive income(4,806)()
Net current-period other comprehensive income (loss)1(4,806)()
December 31, 2025$210$470,000$470,210
Line itemAvailable-for-Sale SecuritiesInterest Rate Agreement Cash Flow HedgesTotal
(In thousands)
September 30, 2024$213$465,502$465,715
Other comprehensive income (loss) before reclassifications(138)19,719
Amounts reclassified from accumulated other comprehensive income(3,158)()
Net current-period other comprehensive income (loss)(138)16,561
December 31, 2024$75$482,063$482,138
  1. Securitization

Kansas

Atmos Energy Kansas Securitization I, LLC (AEK), a special-purpose entity wholly owned by Atmos Energy, was formed for the purpose of issuing securitized bonds to recover extraordinary costs incurred during Winter Storm Uri in February 2021. In June 2023, AEK completed a public offering of $95 million of Securitized Utility Tariff Bonds. AEK's assets cannot be used to settle Atmos Energy's obligations, and the holders of the Securitized Utility Tariff Bonds have no recourse against Atmos Energy.

As described in Note 10 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, AEK is considered to be a variable interest entity. As a result, AEK is included in the condensed consolidated financial statements of Atmos Energy.

The following table summarizes the impact of AEK on our condensed consolidated balance sheets, for the periods indicated:

In thousands

View SEC source
Line itemDecember 31, 2025September 30, 2025
Restricted cash and cash equivalents$4,488$1,116
Other current assets$8$1
Securitized intangible asset, net$72,798$75,127
Accrued interest$1,323$331
Current maturities of securitized long-term debt$8,767$8,767
Securitized long-term debt$68,236$68,236

The following table summarizes the impact of AEK on our condensed consolidated statements of comprehensive income, for the periods indicated:

In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Operating revenues$3,302$3,393
Operation and maintenance expense(61)
Amortization expense(2,329)(2,264)
Interest expense, net(973)(1,068)
Income before income taxes

The securitized long-term debt is recorded at carrying value. The fair value of the securitized long-term debt is determined using third party market value quotations, which are considered Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value and fair value of the securitized long-term debt as of December 31, 2025 was $77.0 million and $78.6 million, and as of September 30, 2025 was $77.0 million and $78.8 million.

Texas

In March 2023, the Texas Natural Gas Securitization Finance Corporation (the Finance Corporation), with the authority of the Texas Public Finance Authority (TPFA), issued $3.5 billion in customer rate relief bonds with varying scheduled final maturities from 12 to 18 years. The bonds are obligations of the Finance Corporation, payable from the customer rate relief charges and other bond collateral, and are not an obligation of Atmos Energy. We began collecting the customer rate relief charges on October 1, 2023, and any such property collected is solely owned by the Finance Corporation and not available to pay creditors of Atmos Energy.

  1. Interim Pension and Other Postretirement Benefit Plan Information

The components of our net periodic pension cost for our pension and other postretirement benefit plans for the three months ended December 31, 2025 and 2024 are presented in the following tables. Most of these costs are recoverable through our tariff rates. A portion of these costs is capitalized into our rate base or deferred as a regulatory asset or liability. The remaining costs are recorded as a component of operation and maintenance expense or other non-operating income.

In thousands

View SEC source
Line itemThree Months Ended December 31 · Pension Benefits2025Three Months Ended December 31 · Pension Benefits2024Three Months Ended December 31 · Other Benefits2025Three Months Ended December 31 · Other Benefits2024
Components of net periodic pension cost:
Service cost$2,580$2,837$2,017$2,033
Interest cost (1)6,9256,6633,6353,365
Expected return on assets (1)(7,949)(7,655)(4,070)(3,831)
Amortization of prior service cost (credit) (1)(2,880)(3,260)
Amortization of actuarial (gain) loss (1)(51)256(2,415)(2,429)
Net periodic pension cost$1,505$2,101$(3,713)$(4,122)

(1) The components of net periodic cost other than the service cost component are included in the line item other non-operating income in the condensed consolidated statements of comprehensive income or are capitalized on the condensed consolidated balance sheets as a regulatory asset or liability, as described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

  1. Commitments and Contingencies

Litigation and Environmental Matters

In the normal course of business, we are subject to various legal and regulatory proceedings. For such matters, we record liabilities when they are considered probable and estimable, based on currently available facts, our historical experience and our estimates of the ultimate outcome or resolution of the liability in the future. While the outcome of these proceedings is uncertain and a loss in excess of the amount we have accrued is possible though not reasonably estimable, it is the opinion of management that any amounts exceeding the accruals will not have a material adverse impact on our financial position, results of operations or cash flows.

The National Transportation Safety Board (NTSB) issued a Preliminary Report on February 14, 2024 relating to its investigation of incidents that occurred in Jackson, Mississippi on January 24 and 27, 2024 that resulted in fatality. Atmos Energy is working closely with the NTSB and other state and federal regulators to help determine causal factors.

The NTSB issued a Preliminary Report on December 30, 2024 relating to its investigation of an incident that occurred in Avondale, Louisiana on December 2, 2024 that resulted in fatality. Atmos Energy is working closely with the NTSB and other state and federal regulators to help determine causal factors.

We are a party to various other litigation and environmental-related matters or claims that have arisen in the ordinary course of our business. While the results of such litigation and response actions to such environmental-related matters or claims cannot be predicted with certainty, we continue to believe the final outcome of such litigation and matters or claims will not have a material adverse effect on our financial condition, results of operations, or cash flows.

Purchase Commitments

Our distribution divisions maintain supply contracts with several vendors that generally cover a period of up to one year. Commitments for estimated base gas volumes are established under these contracts on a monthly basis at contractually negotiated prices. Commitments for incremental daily purchases are made as necessary during the month in accordance with the terms of the individual contract.

Our Mid-Tex Division also maintains a limited number of long-term supply contracts to ensure a reliable source of gas for our customers in its service area, which obligate it to purchase specified volumes at prices under contracts indexed to natural gas hubs or fixed price contracts. These purchase commitment contracts are detailed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. At December 31, 2025, we were committed to purchase 67.8 Bcf within one year and 93.2 Bcf within two to three years under indexed contracts. At December 31, 2025, we were committed to purchase 21.0 Bcf within one year under fixed price contracts with a weighted average price of $2.70 per Mcf.

Rate Regulatory Proceedings

As of December 31, 2025, routine rate regulatory proceedings were in progress in several of our service areas, which are discussed in further detail below in Management’s Discussion and Analysis — Recent Ratemaking Developments. Except for these proceedings, there were no material changes to rate regulatory proceedings for the three months ended December 31, 2025.

  1. Income Taxes

Income Tax Expense

Our interim effective tax rates reflect the estimated annual effective tax rates for the fiscal years ended September 30, 2026 and 2025, adjusted for tax expense associated with certain discrete items. The effective tax rates for the three months ended December 31, 2025 and 2024 were % and %. These effective tax rates differ from the federal statutory tax rate of 21% primarily due to the amortization of excess deferred federal income tax liabilities, tax credits, state income taxes, and other permanent book-to-tax differences. These adjustments have a relative impact on the effective tax rate proportionally to pretax income or loss.

Regulatory Excess Deferred Taxes

Regulatory excess net deferred taxes represent changes in our net deferred tax liability related to our cost of service ratemaking due to the enactment of the Tax Cuts and Jobs Act of 2017 (the TCJA), a Kansas legislative change enacted in fiscal 2020, and a Louisiana legislative change enacted in fiscal 2025. Currently, the regulatory excess net deferred tax liability of $121.9 million is being returned over various periods. Of this amount, $73.7 million is being returned to customers over 36 - 60 months. An additional $47.2 million is being returned to customers on a provisional basis over 15 - 46 years until our regulators establish the final refund periods. The refund of the remaining $1.0 million will be addressed in future rate proceedings.

As of December 31, 2025 and September 30, 2025, $65.3 million and $72.8 million is recorded in other current liabilities.

  1. Financial Instruments

We currently use financial instruments to mitigate commodity price risk and interest rate risk. The objectives and strategies for using financial instruments and the related accounting for these financial instruments are fully described in Notes 2 and 16 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes in our objectives, strategies, and accounting for using financial instruments. Our financial instruments do not contain any credit-risk-related or other contingent features that could cause payments to be accelerated when our financial instruments are in net liability positions. The following summarizes those objectives and strategies.

Commodity Risk Management Activities

Our purchased gas cost adjustment mechanisms essentially insulate our distribution segment from commodity price risk; however, our customers are exposed to the effects of volatile natural gas prices. We manage this exposure through a combination of physical storage, fixed-price forward contracts, and financial instruments, primarily over-the-counter swap and option contracts, in an effort to minimize the impact of natural gas price volatility on our customers during the winter heating season.

We typically seek to hedge between 25 and 50 percent of anticipated heating season gas purchases using financial instruments. For the 2025-2026 heating season (generally October through March), in the jurisdictions where we are permitted to utilize financial instruments, we anticipate hedging approximately 23.8 Bcf of the winter flowing gas requirements. We have not designated these financial instruments as hedges for accounting purposes.

Interest Rate Risk Management Activities

We manage interest rate risk by periodically entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.

Quantitative Disclosures Related to Financial Instruments

The following tables present detailed information concerning the impact of financial instruments on our condensed consolidated balance sheet and statements of comprehensive income.

As of December 31, 2025, our financial instruments were comprised of both long and short commodity positions. A long position is a contract to purchase the commodity, while a short position is a contract to sell the commodity. As of December 31, 2025, we had MMcf of net long commodity contracts outstanding. These contracts have not been designated as hedges.

Financial Instruments on the Balance Sheet

The following tables present the fair value and balance sheet classification of our financial instruments as of December 31, 2025 and September 30, 2025. The gross amounts of recognized assets and liabilities are netted within our condensed consolidated balance sheets to the extent that we have netting arrangements with our counterparties. However, as of December 31, 2025 and September 30, 2025, gross amounts and cash collateral were netted within our consolidated balance sheet.

Line itemBalance Sheet LocationDecember 31, 2025AssetsDecember 31, 2025Liabilities
(In thousands)
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities2,450(10,546)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities1,182(346)
Total3,632(10,892)
Gross / Net Financial Instruments$()
Line itemBalance Sheet LocationSeptember 30, 2025AssetsSeptember 30, 2025Liabilities
(In thousands)
Not Designated As Hedges:
Commodity contractsOther current assets / Other current liabilities5,303(6,339)
Commodity contractsDeferred charges and other assets / Deferred credits and other liabilities4,594(146)
Total9,897(6,485)
Gross / Net Financial Instruments$()

Impact of Financial Instruments on the Statement of Comprehensive Income

Cash Flow Hedges

As discussed above, our distribution segment has interest rate agreements, which we designated as cash flow hedges at the time the agreements were executed. The net (gain) loss on settled interest rate agreements reclassified from AOCI into interest charges on our condensed consolidated statements of comprehensive income for the three months ended December 31, 2025 and 2024 was $() million and $() million.

The following table summarizes the gains and losses arising from hedging transactions that were recognized as a component of other comprehensive income (loss), net of taxes, for the three months ended December 31, 2025 and 2024.

In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Increase in fair value:
Interest rate agreements
Recognition of gains in earnings due to settlements:
Interest rate agreements()()
Total other comprehensive income (loss) from hedging, net of tax$(4,806)$16,561

Deferred gains (losses) recorded in AOCI associated with our interest rate agreements are recognized in earnings as they are amortized over the terms of the underlying debt instruments. As of December 31, 2025, we had million of net realized gains in AOCI associated with our interest rate agreements. The following amounts, net of deferred taxes, represent the expected recognition in earnings of the deferred net gains recorded in AOCI associated with our interest rate agreements, based upon the fair values of these agreements at the date of settlement. The remaining amortization periods for these settled amounts extend through fiscal 2056. However, the table below does not include the expected recognition in earnings of our outstanding interest rate swaps as those instruments have not yet settled.

In thousands

View SEC source
Line itemInterest Rate AgreementsInterest Rate Agreements
Next twelve months
Thereafter
Total

Financial Instruments Not Designated as Hedges

As discussed above, commodity contracts which are used in our distribution segment are not designated as hedges. However, there is no earnings impact on our distribution segment as a result of the use of these financial instruments because the gains and losses arising from the use of these financial instruments are recognized in the consolidated statement of comprehensive income as a component of purchased gas cost when the related costs are recovered through our rates and recognized in revenue. Accordingly, the impact of these financial instruments is excluded from this presentation.

  1. Fair Value Measurements

We report certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We record cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, and short-term debt at carrying value, which substantially approximates fair value due to the short-term nature of these assets and liabilities. For other financial assets and liabilities, we primarily use quoted market prices and other observable market pricing information to minimize the use of unobservable pricing inputs in our measurements when determining fair value. The methods used to determine fair value for our assets and liabilities are fully described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no changes in these methods.

Fair value measurements also apply to the valuation of our pension and postretirement plan assets. Current accounting guidance requires employers to annually disclose information about fair value measurements of the assets of a defined benefit pension or other postretirement plan. The fair value of these assets is presented in Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Quantitative Disclosures

Financial Instruments

The classification of our fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. Authoritative accounting literature establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), with the lowest priority given to unobservable inputs (Level 3). The following tables summarize, by level

within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2025 and September 30, 2025. Assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement.

In thousands

View SEC source
Line itemQuoted Prices in Active Markets(Level 1)Significant Other Observable Inputs(Level 2)(1)Significant Other Unobservable Inputs(Level 3)Netting and Cash CollateralDecember 31, 2025
Assets:
Financial instruments$3,632
Debt and equity securities
Registered investment companies26,79526,795
Bond mutual funds42,57442,574
Bonds (2)47,58747,587
Money market funds2,6142,614
Total debt and equity securities69,36950,201
Total assets$69,369$53,833$123,202
Liabilities:
Financial instruments$10,892

In thousands

View SEC source
Line itemQuoted Prices in Active Markets(Level 1)Significant Other Observable Inputs(Level 2)(1)Significant Other Unobservable Inputs(Level 3)Netting and Cash CollateralSeptember 30, 2025
Assets:
Financial instruments$9,897
Debt and equity securities
Registered investment companies26,46326,463
Bond mutual funds42,10642,106
Bonds (2)42,75442,754
Money market funds3,6153,615
Total debt and equity securities68,56946,369
Total assets$68,569$56,266$124,835
Liabilities:
Financial instruments$6,485

(1) Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds that are valued at cost.

(2) Our investments in bonds are considered available-for-sale debt securities in accordance with current accounting guidance.

Debt and equity securities are comprised of our available-for-sale debt securities and our equity securities. As described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, we evaluate the performance of our available-for-sale debt securities on an investment by investment basis for impairment, taking into consideration the investment’s purpose, volatility, current returns, and any intent to sell the security. As of December 31, 2025, allowance for credit losses was recorded for our available-for-sale debt securities. At December 31, 2025 and September 30, 2025, the amortized cost of our available-for-sale debt securities was million and million. At December 31, 2025, we maintained investments in bonds that have contractual maturity dates ranging from January 2026 through February 2028.

Other Fair Value Measures

Our long-term debt is recorded at carrying value. The fair value of our long-term debt, excluding finance leases, is determined using third party market value quotations, which are considered Level 1 fair value measurements for debt instruments with a recent, observable trade or Level 2 fair value measurements for debt instruments where fair value is determined using the most recent available quoted market price. The carrying value of our finance leases materially approximates fair value. The following table presents the carrying value and fair value of our long-term debt, excluding finance leases, debt issuance costs and original issue premium or discount, as of December 31, 2025 and September 30, 2025:

In thousands

View SEC source
Line itemDecember 31, 2025September 30, 2025
Carrying Amount
Fair Value
  1. Concentration of Credit Risk

Information regarding our concentration of credit risk is disclosed in Note 18 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes in our concentration of credit risk.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Atmos Energy Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Atmos Energy Corporation (the Company) as of December 31, 2025, the related condensed consolidated statements of comprehensive income and cash flows for the three-month periods ended December 31, 2025 and 2024, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of September 30, 2025, the related consolidated statements of comprehensive income, shareholders’ equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated November 14, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of September 30, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Dallas, Texas

February 3, 2026

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion should be read in conjunction with the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended September 30, 2025.

OVERVIEW

Atmos Energy and our subsidiaries are engaged in the regulated natural gas distribution and pipeline and storage businesses. We distribute natural gas through sales and transportation arrangements to approximately 3.4 million residential, commercial, public authority, and industrial customers throughout our six distribution divisions, which at December 31, 2025 covered service areas located in eight states. In addition, we transport natural gas for others through our distribution and pipeline systems.

We manage and review our consolidated operations through the following reportable segments:

  • The distribution segment is comprised of our regulated natural gas distribution and related sales operations in eight states.
  • The pipeline and storage segment is comprised primarily of the regulated pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

Our vision is to be the safest provider of natural gas services. Our commitment to this vision requires significant levels of capital spending to modernize our natural gas distribution system and operating costs to deliver natural gas safely and reliably and in full compliance with the various safety regulations impacting our business. We have the ability to begin recovering a significant portion of our expenditures timely through rate designs and mechanisms that reduce or eliminate regulatory lag and separate the recovery of our approved rate from customer usage patterns. The execution of our capital spending program, the ability to recover these expenditures timely, and our ability to access the capital markets to satisfy our financing needs are the primary drivers that affect our financial performance.

We anticipate making significant capital expenditures for the foreseeable future to modernize our distribution and transmission system, to comply with the safety rules and regulations issued by the regulatory authorities responsible for the service areas in which we operate, and to prepare to serve the growing needs of the communities we serve. Between fiscal years 2026 and 2030, we anticipate spending approximately $26 billion, with more than 80 percent dedicated to safety and reliability spending. The magnitude and allocation of these expenditures may be affected by factors such as new policy and regulations, population growth, and increased labor and materials costs. Although we believe these costs are ultimately recoverable through our rates based on the regulatory frameworks currently available to us, full recovery is not assured.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures of contingent assets and liabilities. We based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from such estimates.

Our critical accounting policies used in the preparation of our consolidated financial statements are described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and include the following:

  • Regulation
  • Pension and other postretirement plans

Our critical accounting policies are reviewed periodically by the Audit Committee of our Board of Directors. There were no significant changes to these critical accounting policies during the three months ended December 31, 2025.

RESULTS OF OPERATIONS

Executive Summary

During the three months ended December 31, 2025, we recorded net income of $403.0 million, or $2.44 per diluted share, compared to net income of $351.9 million, or $2.23 per diluted share for the three months ended December 31, 2024.

The 15 percent year-over-year increase in net income largely reflects positive rate outcomes driven by safety and reliability spending. Additionally, our results for the three months ended December 31, 2025 were favorably impacted by $35.2 million as a result of Texas legislation that became effective during the third quarter of fiscal 2025 related to infrastructure spending. These increases were partially offset by increased employee-related costs, depreciation and property tax expenses, and higher spending on safety and compliance related activities.

During the three months ended December 31, 2025, we implemented, or received approval to implement, ratemaking regulatory actions which resulted in an increase in annual operating income of $122.5 million. Additionally, as of December 31, 2025, we had ratemaking efforts in progress seeking a total increase in annual operating income of $34.0 million.

Capital expenditures for the three months ended December 31, 2025 were $1,033.3 million. Over 85 percent was invested to improve the safety and reliability of our distribution and transportation systems, with a significant portion of this investment incurred under regulatory mechanisms that reduce lag to six months or less.

During the three months ended December 31, 2025, we completed approximately $1.1 billion of long-term debt and equity financing. As of December 31, 2025, our equity capitalization was 59.9 percent. As of December 31, 2025, we had approximately $4.6 billion in total liquidity, consisting of $367.0 million in cash and cash equivalents, $1,088.9 million in funds available through equity forward sales agreements and $3,094.4 million in undrawn capacity under our credit facilities.

The following discusses the results of operations for each of our operating segments.

Distribution Segment

The distribution segment is comprised of our regulated natural gas distribution and related sales operations in eight states. The primary factors that impact the results of this segment are our ability to earn our authorized rates of return, competitive factors in the energy industry, and economic conditions in our service areas.

Our ability to earn our authorized rates of return is based primarily on our ability to improve the rate design in our various ratemaking jurisdictions to minimize regulatory lag and, ultimately, separate the recovery of our approved rates from customer usage patterns. Improving rate design is a long-term process and is further complicated by the fact that we operate in multiple rate jurisdictions. Under our current rate design, approximately 70 percent of our distribution segment revenues are earned through the first six months of the fiscal year. Additionally, we currently recover approximately 50 percent of our distribution segment revenue, excluding gas costs, through the base customer charge, which partially separates the recovery of our approved rate from customer usage patterns.

Seasonal weather patterns can also affect our distribution operations. However, the effect of weather that is above or below normal is substantially offset through weather normalization adjustments, known as WNA, which have been approved by state regulatory commissions for approximately 97 percent of our residential and commercial revenues in the following states for the following time periods:

Kansas, West Texas October — May

Tennessee October — April

Kentucky, Mississippi, Mid-Tex November — April

Louisiana December — March

Virginia January — December

Our distribution operations are also affected by the cost of natural gas. We are generally able to pass the cost of gas through to our customers without markup under purchased gas cost adjustment mechanisms; therefore, increases in the cost of gas are offset by a corresponding increase in revenues. Revenues in our Texas and Mississippi service areas include franchise fees and gross receipts taxes, which are calculated as a percentage of revenue (inclusive of gas costs). Therefore, the amount of these taxes included in revenues is influenced by the cost of gas and the level of gas sales volumes. We record the associated tax expense as a component of taxes, other than income.

The cost of gas typically does not have a direct impact on our operating income because these costs are recovered through our purchased gas cost adjustment mechanisms. However, higher gas costs may adversely impact our accounts receivable collections, resulting in higher bad debt expense. This risk is currently mitigated by rate design that allows us to collect from our customers the gas cost portion of our bad debt expense on approximately 89 percent of our residential and commercial revenues. Additionally, higher gas costs may require us to increase borrowings under our credit facilities, resulting in higher interest expense. Finally, higher gas costs, as well as competitive factors in the industry and general economic conditions may cause customers to conserve or, in the case of industrial consumers, to use alternative energy sources.

Three Months Ended December 31, 2025 compared with Three Months Ended December 31, 2024

Financial and operational highlights for our distribution segment for the three months ended December 31, 2025 and 2024 are presented below.

In thousands, unless otherwise noted

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024Three Months Ended December 31Change
Operating revenues$1,258,826$1,109,335$149,491
Purchased gas cost497,036422,57074,466
Operating expenses412,552370,71741,835
Operating income349,238316,04833,190
Other non-operating income5,58410,084(4,500)
Interest charges24,44534,249(9,804)
Income before income taxes330,377291,88338,494
Income tax expense61,14251,6709,472
Net income$269,235$240,213$29,022
Consolidated distribution sales volumes — MMcf75,13371,9243,209
Consolidated distribution transportation volumes — MMcf37,07737,662(585)
Total consolidated distribution throughput — MMcf112,210109,5862,624
Consolidated distribution average cost of gas per Mcf sold$6.62$5.88$0.74

Operating income for our distribution segment increased 10.5 percent. Key drivers for the change in operating income include:

  • a $47.7 million increase in rate adjustments, primarily in our Mid-Tex Division.
  • a $14.4 million increase in consumption, net of WNA.
  • a $5.8 million increase related to residential customer growth, primarily in our Mid-Tex Division, and increased industrial load.

Partially offset by:

  • a $24.8 million increase in depreciation expense and property taxes associated with increased capital investments.
  • a $4.3 million increase in employee-related costs primarily due to an increase in headcount to support company growth.
  • an $8.7 million increase in system monitoring, line locating, and other compliance-related activities.

Additionally, our distribution segment's income before income taxes for the three months ended December 31, 2025 was favorably impacted by $20.0 million as a result of Texas legislation that became effective during the third quarter of fiscal 2025 related to infrastructure spending.

The following table shows our operating income by distribution division, in order of total rate base, for the three months ended December 31, 2025 and 2024. The presentation of our distribution operating income is included for financial reporting purposes and may not be appropriate for ratemaking purposes.

In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024Three Months Ended December 31Change
Mid-Tex$203,201$168,608$34,593
Kentucky/Mid-States40,30637,4302,876
Louisiana33,15329,3033,850
West Texas35,86426,6859,179
Mississippi24,96834,200(9,232)
Colorado-Kansas12,78113,500(719)
Other(1,035)6,322(7,357)
Total$349,238$316,048$33,190

Recent Ratemaking Developments

The amounts described in the following sections represent the operating income that was requested or received in each rate filing, which may not necessarily reflect the stated amount referenced in the final order, as certain operating costs may have changed as a result of a commission’s or other governmental authority’s final ruling. During the first three months of fiscal 2026, we implemented, or received approval to implement, regulatory proceedings, resulting in a $122.5 million increase in annual operating income as summarized below. Our ratemaking outcomes include the refund (return) of excess deferred income taxes (EDIT) resulting from previously enacted tax reform legislation and do not reflect the true economic benefit of the outcomes because they do not include the corresponding income tax benefit.

In thousands

View SEC source
Rate ActionAnnual Increase (Decrease) in Operating IncomeEDIT ImpactAnnual Increase (Decrease) in Operating Income Excluding EDIT
Annual formula rate mechanisms$145,676$145,676
Rate case filings(23,203)(11)(23,214)
$122,473$(11)$122,462

The following ratemaking efforts seeking $34.0 million in increased annual operating income were in progress as of December 31, 2025:

DivisionRate ActionJurisdictionOperating Income Requested
(In thousands)
Colorado-KansasRate CaseColorado$17,556
Colorado-KansasRate CaseKansas (1)15,977
Colorado-KansasInfrastructure MechanismColorado (2)409
Colorado-KansasAd ValoremKansas (3)81
$34,023

(1) On January 9, 2026, we reached a settlement agreement for an operating income increase of $12.3 million pending final approval by the Kansas Corporation Commission. We anticipate rates will be implemented March 1, 2026.

(2) The Colorado SSIR rates became effective January 1, 2026 by operation of law.

(3) The Kansas Corporation Commission approved the Ad Valorem filing on January 8, 2026 with rates effective February 1, 2026.

Annual Formula Rate Mechanisms

As an instrument to reduce regulatory lag, formula rate mechanisms allow us to refresh our rates on an annual basis without filing a formal rate case. However, these filings still involve discovery by the appropriate regulatory authorities prior to the final determination of rates under these mechanisms. We currently have formula rate mechanisms in our Louisiana, Mississippi, and Tennessee operations and in substantially all the service areas in our Texas divisions. Additionally, we have specific infrastructure programs in substantially all of our distribution divisions with tariffs in place to permit the investment associated with these programs to have their surcharge rate adjusted annually to recover approved capital costs incurred in a prior test-year period. The following table summarizes our annual formula rate mechanisms by state:

Annual Formula Rate Mechanisms

State Infrastructure Programs Formula Rate Mechanisms

Colorado System Safety and Integrity Rider (SSIR) —

Kansas Gas System Reliability Surcharge (GSRS), System Integrity Program (SIP) —

Kentucky Pipeline Replacement Program (PRP) —

Louisiana (1) Rate Stabilization Clause (RSC)

Mississippi System Integrity Plan (SIP) Stable Rate Filing (SRF)

Tennessee (1) Annual Rate Mechanism (ARM)

Texas Gas Reliability Infrastructure Program (GRIP), (1) Dallas Annual Rate Review (DARR), Mid-Tex Rate Review Mechanism (RRM)

Virginia Steps to Advance Virginia Energy (SAVE) —

(1) Infrastructure mechanisms in Texas, Louisiana, and Tennessee allow for the deferral of all expenses associated with capital expenditures incurred pursuant to these rules, which primarily consists of interest, depreciation, and other taxes (Texas and Tennessee only), until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.

The following annual formula rate mechanisms were approved during the three months ended December 31, 2025:

DivisionJurisdictionTest Year EndedIncrease in Annual Operating IncomeEDIT ImpactIncrease in Annual Operating Income Excluding EDITEffective Date
(In thousands)
2025 Filings:
Colorado-KansasKansas GSRS06/30/2025$1,949$1,94912/04/2025
Kentucky/Mid-StatesKentucky PRP09/30/20264,6704,67010/02/2025
Mid-TexMid-Tex Cities RRM12/31/2024138,508138,50810/01/2025
Kentucky/Mid-StatesVirginia - SAVE09/30/202654954910/01/2025
Total 2025 Filings$145,676$145,676

Rate Case Filings

A rate case is a formal request from Atmos Energy to a regulatory authority to increase rates that are charged to our customers. Rate cases may also be initiated when the regulatory authorities request us to justify our rates. This process is referred to as a “show cause” action. Adequate rates are intended to provide for recovery of the Company’s costs as well as a fair rate of return and ensure that we continue to deliver reliable, reasonably priced natural gas service safely to our customers. The following table summarizes the rate cases completed in our distribution segment during the three months ended December 31, 2025.

DivisionStateDecrease in Annual Operating IncomeEDIT ImpactDecrease in Annual Operating Income Excluding EDITEffective Date
(In thousands)
2025 Rate Case Filings:
Mississippi General Rate CaseMississippi$(23,203)$(11)$(23,214)12/01/2025
Total 2025 Rate Case Filings$(23,203)$(11)$(23,214)

Pipeline and Storage Segment

Our pipeline and storage segment consists of the regulated pipeline and storage operations of our Atmos Pipeline–Texas Division (APT) and our natural gas transmission operations in Louisiana. APT is an intrastate pipeline in Texas with a heavy concentration in the established natural gas producing areas of central, northern, and eastern Texas, extending into or near the major producing areas of the Barnett Shale, the Texas Gulf Coast, and the Permian Basin of West Texas. APT provides transportation and storage services to our Mid-Tex Division, other third-party local distribution companies, industrial, and electric generation customers, as well as marketers and producers. Over 80 percent of this segment’s revenues are derived from these APT services. These revenues are subject to traditional ratemaking governed by the Texas Railroad Commission (RRC). As part of its pipeline operations, APT owns and operates five underground storage facilities in Texas.

Our natural gas transmission operations in Louisiana are comprised of a 21-mile pipeline located in the New Orleans, Louisiana area that is primarily used to aggregate gas supply for our distribution division in Louisiana under a long-term contract and, on a more limited basis, to third parties. The demand fee charged to our Louisiana distribution division for these services is subject to regulatory approval by the Louisiana Public Service Commission. We also manage two asset management plans, which have been approved by applicable state regulatory commissions. Generally, these asset management plans require us to share with our distribution customers a significant portion of the cost savings earned from these arrangements.

Our pipeline and storage segment is impacted by seasonal weather patterns, competitive factors in the energy industry, and economic conditions in our Texas and Louisiana service areas. Natural gas prices do not directly impact the results of this segment as revenues are derived from the transportation and storage of natural gas. However, natural gas prices and demand for natural gas could influence the level of drilling activity in the supply areas that we serve, which may influence the level of throughput we may be able to transport on our pipelines. Further, natural gas price differences between the various hubs that we serve in Texas could influence the volumes of gas transported for shippers through our Texas pipeline system and rates for such transportation.

The results of APT are also significantly impacted by the natural gas requirements of its local distribution company customers. Additionally, its operations may be impacted by the timing of when costs and expenses are incurred and when these costs and expenses are recovered through its tariffs.

The demand fee our Louisiana natural gas transmission pipeline charges to our Louisiana distribution division increases five percent annually and has been approved by the Louisiana Public Service Commission until September 30, 2027.

Three Months Ended December 31, 2025 compared with Three Months Ended December 31, 2024

Financial and operational highlights for our pipeline and storage segment for the three months ended December 31, 2025 and 2024 are presented below.

In thousands, unless otherwise noted

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024Three Months Ended December 31Change
Mid-Tex / Affiliate transportation revenue$217,744$195,922$21,822
Third-party transportation revenue66,50256,9499,553
Other revenue2,3872,519(132)
Total operating revenues286,633255,39031,243
Total purchased gas cost1,567(58)1,625
Operating expenses119,540112,0167,524
Operating income165,526143,43222,094
Other non-operating income16,64714,5502,097
Interest charges8,96818,676(9,708)
Income before income taxes173,205139,30633,899
Income tax expense39,47627,66111,815
Net income$133,729$111,645$22,084
Gross pipeline transportation volumes — MMcf235,049217,45817,591
Consolidated pipeline transportation volumes — MMcf182,873169,09013,783

Operating income for our pipeline and storage segment increased 15.4 percent. Key drivers for the change in operating income include:

  • a $20.2 million increase primarily due to rate adjustments from the GRIP filing approved in June 2025.
  • a $3.8 million increase due to higher capacity contracted by tariff-based customers due to their increased peak day demand.
  • a $7.4 million increase in APT's through-system activities primarily associated with increased spreads.

Partially offset by:

  • a $4.4 million increase in depreciation expense and property taxes associated with increased capital investments.

Additionally, our pipeline and storage segment's income before income taxes for the three months ended December 31, 2025 was favorably impacted by $15.2 million as a result of Texas legislation that became effective during the third quarter of fiscal 2025 related to infrastructure spending.

Liquidity and Capital Resources

The liquidity required to fund our working capital, capital expenditures, and other cash needs is provided from a combination of internally generated cash flows and external debt and equity financing. Additionally, we have a $1.5 billion commercial paper program and four committed revolving credit facilities with $3.1 billion in total availability from third-party lenders. The commercial paper program and credit facilities provide cost-effective, short-term financing until it can be replaced with a balance of long-term debt and equity financing that achieves the Company's desired capital structure. Additionally, we have various uncommitted trade credit lines with our gas suppliers that we utilize to purchase natural gas on a monthly basis.

We have a shelf registration statement on file with the Securities and Exchange Commission (SEC) that allows us to issue up to $8.0 billion in common stock and/or debt securities, which expires December 3, 2027. As of December 31, 2025, $5.2 billion of securities were available for issuance under this shelf registration statement.

We also have an at-the-market (ATM) equity sales program under which we may issue and sell shares of our common stock up to an aggregate offering price of $1.7 billion (including shares of common stock that may be sold pursuant to forward

sale agreements entered into in connection with the ATM equity sales program), which expires December 3, 2027. As of December 31, 2025, $827.1 million of equity was available for issuance under our existing ATM equity sales program. Additionally, as of December 31, 2025, we had $1.1 billion in available proceeds from outstanding forward sale agreements. Additional details are summarized in Note 8 to the condensed consolidated financial statements.

The liquidity provided by these sources is expected to be sufficient to fund the Company's working capital needs and capital expenditure program for the remainder of fiscal year 2026. Additionally, we expect to continue to be able to obtain financing upon reasonable terms as necessary.

The following table presents our capitalization inclusive of short-term debt and the current portion of long-term debt as of December 31, 2025, September 30, 2025 and December 31, 2024:

In thousands, except percentages

View SEC source
Short-term debtDecember 31, 2025$December 31, 2025December 31, 2025September 30, 2025$September 30, 2025September 30, 2025December 31, 2024$December 31, 2024December 31, 2024
Long-term debt (1)9,555,87540.18,918,94439.78,425,05539.7%
Shareholders’ equity14,282,89259.913,558,89060.312,780,48160.3%
Total$23,838,767100.0$22,477,834100.0$21,205,536100.0%

(1) Inclusive of our finance leases, but exclusive of AEK's securitized long-term debt.

Cash Flows

Our internally generated funds may change in the future due to a number of factors, some of which we cannot control. These factors include regulatory changes, the price for our services, demand for such products and services, margin requirements resulting from significant changes in commodity prices, operational risks, and other factors.

Cash flows from operating, investing, and financing activities for the three months ended December 31, 2025 and 2024 are presented below.

In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024Three Months Ended December 31Change
Total cash provided by (used in)
Operating activities$308,058$282,022$26,036
Investing activities(1,035,643)(888,941)(146,702)
Financing activities895,293887,4697,824
Change in cash and cash equivalents and restricted cash and cash equivalents167,708280,550(112,842)
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period203,803308,856(105,053)
Cash and cash equivalents and restricted cash and cash equivalents at end of period$371,511$589,406$(217,895)

Cash flows from operating activities

For the three months ended December 31, 2025, we generated cash flow from operating activities of $308.1 million compared with $282.0 million for the three months ended December 31, 2024. Operating cash flow increased $26.0 million primarily due to the positive effects of successful rate case outcomes achieved in fiscal 2025.

Cash flows from investing activities

Our capital expenditures are primarily used to improve the safety and reliability of our distribution and transmission system through pipeline replacement and system modernization and to enhance and expand our system to meet customer needs. Over the last three fiscal years, over 85 percent of our capital spending has been committed to improving the safety and reliability of our system.

For the three months ended December 31, 2025, cash used for investing activities was $1,035.6 million compared to $888.9 million for the three months ended December 31, 2024. Capital spending in our distribution segment increased $178.9 million, primarily as a result of increased system modernization and customer growth spending. Capital spending in our

pipeline and storage segment decreased $36.8 million primarily due to timing of spending for pipeline system safety and reliability in Texas.

Cash flows from financing activities

For the three months ended December 31, 2025, our financing activities provided $895.3 million of cash compared with $887.5 million of cash provided by financing activities in the prior-year period.

In the three months ended December 31, 2025, we received approximately $1.1 billion in net proceeds from the issuance of long-term debt and equity. We completed a public offering of $600 million of 5.45% senior notes due January 2056, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $590.0 million. Additionally, during the three months ended December 31, 2025, we settled 3,683,384 shares that had been sold on a forward basis for net proceeds of $472.0 million. The net proceeds were used primarily to support capital spending and for other general corporate purposes. Cash dividends increased due to a 14.9 percent increase in our dividend rate and an increase in shares outstanding.

In the three months ended December 31, 2024, we received approximately $1.0 billion in net proceeds from the issuance of long-term debt and equity. We completed a public offering of $650 million of 5.00% senior notes due December 2054, and received net proceeds from the offering, after the underwriting discount and offering expenses, of $639.4 million. Additionally, during the three months ended December 31, 2024, we settled 3,300,904 shares that had been sold on a forward basis for net proceeds of $379.5 million. The net proceeds were used primarily to support capital spending and for other general corporate purposes. Cash dividends increased due to an 8.1 percent increase in our dividend rate and an increase in shares outstanding.

The following table summarizes our share issuances for the three months ended December 31, 2025 and 2024:

Line itemThree Months Ended December 312025Three Months Ended December 312024
Shares issued:
Direct Stock Purchase Plan11,52612,344
1998 Long-Term Incentive Plan156,446137,862
Retirement Savings Plan and Trust14,73716,110
Equity Issuance3,683,3843,300,904
Total shares issued3,866,0933,467,220

Credit Ratings

Our credit ratings directly affect our ability to obtain short-term and long-term financing, in addition to the cost of such financing. In determining our credit ratings, the rating agencies consider a number of quantitative factors, including but not limited to, debt to total capitalization, operating cash flow relative to outstanding debt, operating cash flow coverage of interest, and pension liabilities. In addition, the rating agencies consider qualitative factors such as consistency of our earnings over time, the quality of our management and business strategy, the risks associated with our businesses, and the regulatory structures that govern our rates in the states where we operate.

Our debt is rated by two rating agencies: Standard & Poor’s Corporation (S&P) and Moody’s Investors Service (Moody’s). Currently, our outlook and debt ratings, which are all considered investment grade, are as follows:

  • S&P Moody’s
  • Senior unsecured long-term debt A- A2
  • Short-term debt A-2 P-1
  • Outlook Stable Stable

A significant degradation in our operating performance or a significant reduction in our liquidity caused by more limited access to the private and public credit markets as a result of deteriorating global or national financial and credit conditions could trigger a negative change in our ratings outlook or even a reduction in our credit ratings by the two credit rating agencies. This would mean more limited access to the private and public credit markets and an increase in the costs of such borrowings.

A credit rating is not a recommendation to buy, sell, or hold securities. The highest investment grade credit rating is AAA for S&P and Aaa for Moody’s. The lowest investment grade credit rating is BBB- for S&P and Baa3 for Moody’s. Our credit ratings may be revised or withdrawn at any time by the rating agencies, and each rating should be evaluated independently of any other rating. There can be no assurance that a rating will remain in effect for any given period of time or that a rating will not be lowered, or withdrawn entirely, by a rating agency if, in its judgment, circumstances so warrant.

Debt Covenants

We were in compliance with all of our debt covenants as of December 31, 2025. Our debt covenants are described in greater detail in Note 7 to the condensed consolidated financial statements.

Contractual Obligations and Commercial Commitments

Except as noted in Note 11 to the condensed consolidated financial statements, there were no significant changes in our contractual obligations and commercial commitments during the three months ended December 31, 2025.

Risk Management Activities

In our distribution and pipeline and storage segments, we use a combination of physical storage, fixed physical contracts, and fixed financial contracts to reduce our exposure to unusually large winter-period gas price increases. Additionally, we manage interest rate risk by periodically entering into financial instruments to effectively fix the Treasury yield component of the interest cost associated with anticipated financings.

The following table shows the components of the change in fair value of our financial instruments for the three months ended December 31, 2025 and 2024:

In thousands

View SEC source
Line itemThree Months Ended December 312025Three Months Ended December 312024
Fair value of contracts at beginning of period$3,412$88,651
Contracts realized/settled(3,923)(8,336)
Fair value of new contracts9518
Other changes in value(6,758)36,055
Fair value of contracts at end of period(7,260)116,888
Netting of cash collateral
Cash collateral and fair value of contracts at period end$(7,260)$116,888

The fair value of our financial instruments at December 31, 2025 is presented below by time period and fair value source:

Fair Value of Contracts at December 31, 2025

View SEC source
Line itemMaturity in YearsMaturity in YearsMaturity in YearsMaturity in YearsMaturity in YearsMaturity in YearsMaturity in YearsMaturity in Years
Source of Fair ValueLessThan 11-34-5GreaterThan 5TotalFairValue
(In thousands)
Prices actively quoted$(8,096)$836$$$(7,260)
Prices based on models and other valuation methods
Total Fair Value$(8,096)$836$$$(7,260)

OPERATING STATISTICS AND OTHER INFORMATION

The following tables present certain operating statistics for our distribution and pipeline and storage segments for the three months ended December 31, 2025 and 2024.

Distribution Sales and Statistical Data

Line itemThree Months Ended December 312025Three Months Ended December 312024
METERS IN SERVICE, end of period
Residential3,169,1323,136,028
Commercial259,819258,052
Industrial1,4771,496
Public authority and other5,6297,983
Total meters3,436,0573,403,559
INVENTORY STORAGE BALANCE — Bcf73.970.1
SALES VOLUMES — MMcf (1)
Gas sales volumes
Residential40,92839,363
Commercial26,29324,481
Industrial6,8126,518
Public authority and other1,1001,562
Total gas sales volumes75,13371,924
Transportation volumes38,97539,538
Total throughput114,108111,462

Pipeline and Storage Operations Sales and Statistical Data

Line itemThree Months Ended December 312025Three Months Ended December 312024
CUSTOMERS, end of period
Industrial9193
Other209203
Total300296
INVENTORY STORAGE BALANCE — Bcf1.31.4
PIPELINE TRANSPORTATION VOLUMES — MMcf (1)235,049217,458

Note to preceding tables:

(1) Sales and transportation volumes reflect segment operations, including intercompany sales and transportation amounts.

RECENT ACCOUNTING DEVELOPMENTS

Recent accounting developments, if any, and their impact on our financial position, results of operations and cash flows are described in Note 2 to the condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information regarding our quantitative and qualitative disclosures about market risk are disclosed in Item 7A in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. During the three months ended December 31, 2025, there were no material changes in our quantitative and qualitative disclosures about market risk.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by us, including our consolidated entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, including a reasonable level of assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We did not make any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of the fiscal year ended September 30, 2026 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

During the three months ended December 31, 2025, except as noted in Note 11 to the condensed consolidated financial statements, there were no material changes in the status of the litigation and other matters that were disclosed in Note 14 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. We continue to believe that the final outcome of such litigation and other matters or claims will not have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

There were no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A in the Annual Report on Form 10-K for the year ended September 30, 2025.

Item 5. Other Information

During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of this Quarterly Report.

Exhibit Number Description Page Number or Incorporation by Reference to

3.1 Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010) Exhibit 3.1 to Form 10-Q dated March 31, 2010 (File No. 1-10042) 3.2 Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010) Exhibit 3.2 to Form 10-Q dated March 31, 2010 (File No. 1-10042) 3.3 Amended and Restated Bylaws of Atmos Energy Corporation (as of August 4, 2023) Exhibit 3.1 to Form 8-K dated August 1, 2023 (File No. 1-10042) 4.1(a) Officers' Certificate dated October 1, 2025 Exhibit 4.2 to Form 8-K dated October 1, 2025 (File No. 1-10042) 4.1(b) Global Security for the 5.450% Senior Notes due 2056 Exhibit 4.3 to Form 8-K dated October 1, 2025 (File No. 1-10042) 4.1(c) Global Security for the 5.450% Senior Notes due 2056 Exhibit 4.4 to Form 8-K dated October 1, 2025 (File No. 1-10042) (15) Letter regarding unaudited interim financial information (31) Rule 13a-14(a)/15d-14(a) Certifications (32) Section 1350 Certifications* 101.INS XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (104) Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

* These certifications, which were made pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Quarterly Report on Form 10-Q, will not be deemed to be filed with the Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.