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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________________________

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2026

-OR-

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

Commission File Number 1-9052

DPL LLC

(Exact name of registrant as specified in its charter)


Ohio			31-1163136
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1065 Woodman Drive
Dayton, Ohio			45432
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code:			(937) 259-7215


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☐			No			☒

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

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

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

Large

accelerated

Filer

Accelerated

Filer

Non-accelerated Filer

Smaller

reporting

company

Emerging growth company

☐

☒

☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

All of the outstanding limited liability membership interests of DPL LLC are indirectly owned by The AES Corporation.

DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026


		Table of Contents	Page No.
GLOSSARY OF TERMS			4
FORWARD–LOOKING STATEMENTS			6
PART I: FINANCIAL INFORMATION
	ITEM 1	FINANCIAL STATEMENTS
		Condensed Consolidated Statements of Operations	10
		Condensed Consolidated Statements of Comprehensive Income	11
		Condensed Consolidated Balance Sheets	12
		Condensed Consolidated Statements of Cash Flows	13
		Condensed Consolidated Statements of Changes in Equity	14
		Notes to Unaudited Condensed Consolidated Financial Statements	15
		Note 1. Overview and Summary of Significant Accounting Policies	15
		Note 2. Regulatory Matters	19
		Note 3. Fair Value	20
		Note 4. Derivative Instruments and Hedging Activities	21
		Note 5. Debt	22
		Note 6. Income Taxes	23
		Note 7. Benefit Plans	24
		Note 8. Equity	24
		Note 9. Commitments and Contingencies	24
		Note 10. Business Segments	25
		Note 11. Revenue	27


	ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
		Executive Summary	29
		Results of Operations	30
		Key Trends and Uncertainties	34
		Capital Resources and Liquidity	38
		Critical Accounting Policies and Estimates	41
	ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
	ITEM 4	CONTROLS AND PROCEDURES	42

PART II: OTHER INFORMATION
	ITEM 1	LEGAL PROCEEDINGS	43
	ITEM 1A	RISK FACTORS	43
	ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	44
	ITEM 3	DEFAULTS UPON SENIOR SECURITIES	44
	ITEM 4	MINE SAFETY DISCLOSURES	44
	ITEM 5	OTHER INFORMATION	44
	ITEM 6	EXHIBITS	45
SIGNATURES			46

Table of Contents

DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026

GLOSSARY OF TERMS

The following select terms, abbreviations or acronyms are used in this Form 10-Q:


Term			Definition


2024 DRC Settlement			The order issued in November 2025 by the PUCO authorizing AES Ohio to, among other things, increase its basic rates and charges by $168 million annually.
AES			The AES Corporation - a global power company and the ultimate parent company of DPL
AES Ohio			The Dayton Power and Light Company, which does business as AES Ohio
AES Ohio Credit Agreement			$350.0 million AES Ohio Amended and Restated Credit Agreement, dated as of March 25, 2025
AES Ohio Generation			AES Ohio Generation, LLC - a wholly-owned subsidiary of DPL, which previously operated EGUs and made wholesale sales


AFUDC			Allowance for Funds Used During Construction
AOCI			Accumulated Other Comprehensive Income
AOCL			Accumulated Other Comprehensive Loss
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
CAA			U.S. Clean Air Act - the congressional act that directs the EPA’s regulation of stationary and mobile sources of air pollution to protect air quality and stratospheric ozone
CCR			Coal Combustion Residuals - which consists of bottom ash, fly ash, boiler slag and flue gas desulfurization materials generated from burning coal
CDPQ			Astrid Holdings LP, a wholly-owned subsidiary of La Caisse de dépôt et placement du Québec, owning an aggregate indirect equity interest in AES Ohio of approximately 30%
CRES			Competitive Retail Electric Service
CSAPR			Cross-State Air Pollution Rule - the EPA's rule to address interstate air pollution transport to decrease emissions to downwind states
CWA			U.S. Clean Water Act
DIR			Distribution Investment Rider
DPL			DPL LLC and its consolidated subsidiaries. On April 3, 2025, DPL Inc. converted its form of business organization from an Ohio corporation to an Ohio limited liability company (the “Conversion”). Upon the Conversion, DPL Inc. changed its name to DPL LLC.
DP&L			The Dayton Power and Light Company - the principal indirect subsidiary of DPL and a public utility that delivers electricity to residential, commercial, industrial and governmental customers in a 6,000-square mile area of West Central Ohio. DP&L does business as AES Ohio.

EPA			U.S. Environmental Protection Agency

ESP			The Electric Security Plan - a plan that a utility may file with the PUCO to establish SSO rates pursuant to Ohio law

FASB			Financial Accounting Standards Board

Form 10-K			DPL’s and AES Ohio’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed on March 2, 2026
First and Refunding Mortgage			AES Ohio’s First and Refunding Mortgage, dated October 1, 1935, as amended, with the Bank of New York Mellon as Trustee
GAAP			Generally Accepted Accounting Principles in the United States of America
IRS			Internal Revenue Service
kWh			Kilowatt-hours - a measure of electrical energy equivalent to a power consumption of 1,000 watts for 1 hour
LGR			Legacy Generation Resource Rider
Master Trust			AES Ohio established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans
MATS			Mercury and Air Toxics Standards - the EPA’s rules for existing and new power plants under Section 112 of the CAA

Miami Valley Lighting			Miami Valley Lighting, LLC is a wholly-owned subsidiary of DPL established in 1985 to provide street and outdoor lighting services to customers in the Dayton region. Miami Valley Lighting serves businesses, communities and neighborhoods in West Central Ohio with over 70,000 lighting solutions for more than 190 businesses and 180 local governments.
MRO			Market Rate Option - a market-based plan that a utility may file with PUCO to establish SSO rates pursuant to Ohio law
MVIC			Miami Valley Insurance Company is a wholly-owned insurance subsidiary of DPL that provides insurance services to DPL and its subsidiaries

NAAQS			National Ambient Air Quality Standards - the EPA’s health and environmental based standards for six specified pollutants, as found in the ambient air
NERC			North American Electric Reliability Corporation - a not-for-profit international regulatory authority whose mission is to assure the effective and efficient reduction of risks to the reliability and security of the electric grid

OAQDA			Ohio Air Quality Development Authority
OCC			The Office of the Ohio Consumers’ Counsel (OCC) is the statewide legal representative for Ohio’s residential consumers in matters related to their investor-owned electric, natural gas, telephone, and water services.

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DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026


Term			Definition
OVEC			Ohio Valley Electric Corporation - an electric generating company in which AES Ohio holds a 4.9% equity interest
Pension Plans			AES Ohio sponsors two defined benefit plans, The Dayton Power and Light Company Retirement Income Plan and The Dayton Power and Light Company Supplemental Executive Retirement Plan
PJM			PJM Interconnection, LLC, an RTO
PRO			Proactive Reliability Optimization Rider
PUCO			Public Utilities Commission of Ohio
RSC			The Rate Stabilization Charge is a non-bypassable rider intended to compensate AES Ohio for providing stabilized rates to customers.
RTO			Regional Transmission Organization
SEC			U.S. Securities and Exchange Commission
SEET			Significantly Excessive Earnings Test - a test used by the PUCO to determine whether a utility's ESP or MRO produces significantly excessive earnings for the utility
Service Company			AES US Services, LLC - the shared services affiliate providing accounting, finance, and other support services to AES’ U.S. businesses

Smart Grid Phase 1			In June 2021, the PUCO approved the first phase of AES Ohio's grid modernization plan, covering four years of investment.

SSO			Standard Service Offer represents the regulated rates, authorized by the PUCO, charged to AES Ohio retail customers that take retail generation service from AES Ohio within AES Ohio's service territory
T&D			Transmission and distribution

TCRR			Transmission Cost Recovery Rider

U.S.			United States of America

USF			The Universal Service Fund is a statewide program which provides qualified low-income customers in Ohio with income-based bills and energy efficiency education programs
Utility segment			DPL's Utility segment is made up of AES Ohio’s electric transmission and distribution businesses, which transmit and distribute electricity to residential, commercial, industrial and governmental customers

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DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026

FORWARD–LOOKING STATEMENTS

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Matters discussed in this report that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements. Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, considering the information currently available to management. These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions. Such forward-looking statements are subject to risks and uncertainties and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond our control, including but not limited to:

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

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

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

•impacts of weather on retail sales;

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

•weather-related damage to our electrical system;

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

•transmission and distribution system reliability and capacity;

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

•federal and state legislation and regulations;

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

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

•changes in financial or regulatory accounting policies;

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

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

•the availability of capital;

•the ability of subsidiaries to pay dividends or distributions to DPL;

•level of creditworthiness of counterparties to contracts and transactions;

•our ability to maintain adequate insurance;

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

•facility or equipment maintenance, repairs and capital expenditures;

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

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

•local economic conditions;

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

•industry restructuring, deregulation and competition;

•issues related to our participation in PJM, including the cost associated with membership, allocation of costs, costs associated with transmission expansion, the recovery of costs incurred and the risk of default of other PJM participants;

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

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

•cyberattacks and information security breaches or information system failures;

•data privacy;

•the use of derivative contracts;

•our ability to maintain effective control over financial reporting;

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DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026

•catastrophic events such as fires, explosions, terrorist acts, acts of war, pandemic events, or natural disasters such as floods, earthquakes, tornadoes, severe winds, ice or snowstorms, droughts, or other similar occurrences, including as a result of climate change; and

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

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

All of the above factors are difficult to predict, contain uncertainties that may materially affect actual results, and many are beyond our control. See ITEM 1A. Risk Factors to Part I in our Annual Report on Form 10-K and the Management's Discussion and Analysis of Financial Condition and Results of Operations section in our Form 10-K and this Quarterly Report on Form 10-Q for a more detailed discussion of the foregoing and certain other factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook. These risks may also be specifically described in our Quarterly Reports on Form 10-Q in PART II, ITEM 1A, Current Reports on Form 8-K and other documents that we may file from time to time with the SEC.

SOURCES OF OTHER INFORMATION

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

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

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DPL LLC

Form 10-Q for the Quarterly Period ended March 31, 2026

PART I: FINANCIAL INFORMATION

This report includes the filing of DPL. Throughout this report, the terms "the Company", “we,” “us,” “our” and “ours” are used to refer to both DPL and its subsidiaries, respectively and altogether, unless the context indicates otherwise. Discussions or areas of this report that apply only to DPL will be clearly noted in the applicable section.

ITEM 1. FINANCIAL STATEMENTS

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FINANCIAL STATEMENTS

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DPL LLC
Condensed Consolidated Statements of Operations
(Unaudited)
	Three months ended
	March 31,
$ in millions		2026		2025
REVENUE		$	341.1	$	254.3

OPERATING COSTS AND EXPENSES:
Purchased power		119.3		95.1
Operation and maintenance		80.2		65.5
Depreciation and amortization		31.7		29.2
Taxes other than income taxes		38.3		36.3




Total operating costs and expenses		269.5		226.1

OPERATING INCOME		71.6		28.2

OTHER INCOME / (EXPENSE), NET:
Interest expense, net		(20.0)		(23.9)

Other income / (expense), net		0.3		(0.6)
Total other expense, net		(19.7)		(24.5)

INCOME BEFORE INCOME TAX		51.9		3.7

Income tax expense		12.6		1.0

NET INCOME		39.3		2.7
Less: Net income attributable to redeemable stock of subsidiaries		12.7		—
NET INCOME ATTRIBUTABLE TO DPL LLC		$	26.6	$	2.7

See Notes to Condensed Consolidated Financial Statements.

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DPL LLC
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
	Three months ended
	March 31,
$ in millions		2026		2025
NET INCOME		$	39.3	$	2.7
Derivative activity:
Reclassification to earnings, net of income tax effect of $0.0 and $0.0 for each respective period		(0.2)		(0.2)
Unfunded pension and other postretirement activity:
Reclassification to earnings, net of income tax effect of $(0.2) and $0.0 for each respective period		0.1		0.2
Other comprehensive loss		(0.1)		—

Comprehensive income		39.2		2.7
Less: Comprehensive income attributable to redeemable stock of subsidiaries		12.8		—
COMPREHENSIVE INCOME ATTRIBUTABLE TO DPL LLC		$	26.4	$	2.7

See Notes to Condensed Consolidated Financial Statements.

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DPL LLC
Condensed Consolidated Balance Sheets
(Unaudited)
$ in millions	March 31, 2026		December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	69.9	$	82.9

Accounts receivable, net of allowance for credit losses of $11.9 and $8.8, respectively (Note 1)	166.1		161.1
Inventories	68.0		70.3
Taxes applicable to subsequent years	112.8		150.4
Regulatory assets, current	53.8		61.1
Taxes receivable	23.6		24.2
Prepayments and other current assets	10.2		9.1
Total current assets	504.4		559.1
NON-CURRENT ASSETS:
Property, plant & equipment, net of accumulated depreciation of $669.2 and $647.3, respectively	2,950.5		2,885.8
Regulatory assets, non-current	128.2		137.4
Intangible assets, net of amortization	166.8		166.9
Other non-current assets	23.6		31.8
Total non-current assets	3,269.1		3,221.9

Total assets	$	3,773.5	$	3,781.0

LIABILITIES, REDEEMABLE STOCK OF SUBSIDIARIES AND EQUITY
CURRENT LIABILITIES:
Short-term and current portion of long-term debt (Note 5)	$	30.2	$	0.2
Accounts payable	126.6		144.0
Accrued taxes	152.0		145.7
Accrued interest	22.7		19.6
Customer deposits	16.9		8.8
Regulatory liabilities, current	1.2		1.8
Accrued and other current liabilities	51.7		57.4
Total current liabilities	401.3		377.5
NON-CURRENT LIABILITIES:
Long-term debt (Note 5)	1,798.6		1,798.1
Deferred income taxes	245.0		233.0
Taxes payable	75.6		150.9
Regulatory liabilities, non-current	191.7		189.5
Accrued pension and other postretirement obligations	9.4		16.5
Other non-current liabilities	7.3		7.9
Total non-current liabilities	2,327.6		2,395.9
Total liabilities	2,728.9		2,773.4

COMMITMENTS AND CONTINGENCIES (Note 9)
REDEEMABLE STOCK OF SUBSIDIARIES	605.2		594.7

EQUITY:



Member's equity	3,049.3		3,049.3
Accumulated other comprehensive income	15.5		15.7
Accumulated deficit	(2,625.4)		(2,652.1)
Total equity	439.4		412.9

Total liabilities, redeemable stock of subsidiaries and equity	$	3,773.5	$	3,781.0

See Notes to Condensed Consolidated Financial Statements.

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DPL LLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Three months ended March 31,
$ in millions	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME	$	39.3	$	2.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31.7		29.2
Amortization of deferred financing costs and debt discounts	0.6		0.9

Deferred income taxes	12.0		3.3


Allowance for equity funds used during construction	(0.7)		—
Changes in certain assets and liabilities:
Accounts receivable, net	(5.0)		(24.6)
Inventories	2.3		(1.6)

Taxes applicable to subsequent years	37.6		35.3
Prepayments and other current assets	(1.0)		(3.8)
Current regulatory assets and liabilities, net	6.7		(14.1)
Non-current regulatory assets and liabilities, net	8.7		19.8

Accounts payable	10.1		30.6
Accrued taxes payable / receivable	(68.4)		(57.0)
Accrued interest	3.1		2.9


Accrued and other current liabilities	3.7		12.0
Accrued pension and other postretirement obligations	(7.2)		0.2
Other	(3.5)		(0.9)
Net cash provided by operating activities	70.0		34.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(114.3)		(85.3)
Contributions in aid of construction	7.9		—
Cost of removal payments	(4.3)		(1.0)





Other investing activities, net	—		(0.4)
Net cash used in investing activities	(110.7)		(86.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facilities	30.0		135.0
Repayments under revolving credit facilities	—		(55.0)






Distributions to holders of redeemable stock of subsidiaries	(2.3)		—


Other financing activities, net	—		(1.0)
Net cash provided by financing activities	27.7		79.0
Cash, cash equivalents, and restricted cash:
Net change in cash, cash equivalents and restricted cash	(13.0)		27.2
Cash, cash equivalents and restricted cash at beginning of period	83.0		54.1
Cash, cash equivalents and restricted cash at end of period	$	70.0	$	81.3
Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	16.5	$	20.7

Non-cash investing activities:
Accruals for capital expenditures	$	55.4	$	40.9

See Notes to Condensed Consolidated Financial Statements.

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DPL LLC
Condensed Consolidated Statements of Changes in Equity
(Unaudited)

	Member's Equity

$ in millions	Member's Equity		Accumulated Other Comprehensive Income		Accumulated Deficit		Total		Redeemable Stock of Subsidiaries
Balance at January 1, 2026	$	3,049.3	$	15.7	$	(2,652.1)	$	412.9	$	594.7
Net income	—		—		26.6		26.6		12.7
Other comprehensive income/(loss)	—		(0.2)		—		(0.2)		0.1


Distributions to holders of redeemable stock of subsidiaries	—		—		—		—		(2.3)
Other	—		—		0.1		0.1		—
Balance at March 31, 2026	$	3,049.3	$	15.5	$	(2,625.4)	$	439.4	$	605.2


	Shareholder's Equity
	Common Stock
$ in millions	Outstanding Shares	Amount		Other Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance at January 1, 2025	1	$	—	$	3,040.5	$	(5.3)	$	(2,673.1)	$	362.1
Net income	—	—		—		—		2.7		2.7



Balance at March 31, 2025	1	$	—	$	3,040.5	$	(5.3)	$	(2,670.4)	$	364.8

See Notes to Condensed Consolidated Financial Statements.

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DPL LLC

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DPL, an indirect wholly-owned subsidiary of AES, is a holding company organized in 1985 under the laws of Ohio. On April 3, 2025, DPL Inc. converted its form of business organization from an Ohio corporation to an Ohio limited liability company (the “Conversion”). Upon the Conversion, DPL Inc. changed its name to DPL LLC. References to DPL are to DPL Inc. before April 3, 2025, and DPL LLC on and after April 3, 2025. See Note 6. Income Taxes for further details.

Substantially all of DPL’s business consists of transmitting, distributing and selling of electric energy conducted through its principal indirect subsidiary, AES Ohio. Prior to April 2025, DPL owned all of the outstanding common stock of AES Ohio. See Note 9. Equity - Agreement to Sell Minority Interest in AES Ohio to DPL's 2025 Form 10-K for further details.

AES Ohio is a public utility incorporated in 1911 under the laws of Ohio. Beginning in 2001, Ohio law gave consumers the right to choose the electric generation supplier from whom they purchase retail generation service; however, retail transmission and distribution services are still regulated. AES Ohio has the exclusive right to provide such transmission and distribution services to its approximately 540,000 customers located in West Central Ohio. Principal industries located in AES Ohio’s service territory include automotive, food processing, paper, plastic, manufacturing and defense. AES Ohio also provides retail SSO electric service to residential, commercial, industrial and governmental customers in a 6,000-square mile area of West Central Ohio. AES Ohio sources all of the generation for its SSO customers through a competitive bid process. AES Ohio's sales reflect the general economic conditions, seasonal weather patterns of the area, the market price of electricity and customer energy efficiency initiatives. AES Ohio owns numerous transmission facilities. AES Ohio records revenue and expenses for its proportional share of energy and capacity from its investment in OVEC.

DPL’s other primary subsidiaries are MVIC and Miami Valley Lighting. MVIC is our captive insurance company that provides insurance services to AES Ohio and our other subsidiaries, and Miami Valley Lighting provides street and outdoor lighting services to customers in the Dayton region. DPL also has a wholly-owned business trust, DPL Capital Trust II, formed for the purpose of issuing trust capital securities to investors.

AES Ohio’s electric transmission and distribution businesses are subject to rate regulation by federal and state regulators. Accordingly, AES Ohio applies the accounting standards for regulated operations to its electric transmission and distribution businesses and records regulatory assets when incurred costs are expected to be recovered in future customer rates and regulatory liabilities when current cost recoveries in customer rates relate to expected future costs or overcollections of riders.

Proposed AES Merger

On March 1, 2026, AES entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among AES, Horizon Parent, L.P., a Delaware limited partnership (“Parent”), and Horizon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into AES (the “Merger”), with AES continuing as the surviving corporation in the Merger. Parent is controlled by investment vehicles affiliated with one or more funds, accounts or other entities managed or advised by Global Infrastructure Management, LLC and the EQT Infrastructure VI fund. Consummation of the Merger is subject to various closing conditions, including regulatory approval from the PUCO. See Note 2. Regulatory Matters - AES Ohio Merger Application for further details.

Consolidation

DPL’s Condensed Consolidated Financial Statements include the accounts of DPL and its controlled subsidiaries, except for DPL Capital Trust II, which is not consolidated consistent with the provisions of GAAP. All material intercompany accounts and transactions are eliminated in consolidation. We have evaluated subsequent events through the date this report was issued.

Interim Financial Presentation

The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with GAAP, as contained in the FASB ASC, for interim financial information and Article 10 of Regulation

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S-X issued by the SEC. Accordingly, they do not include all the information and footnotes required by GAAP for annual fiscal reporting periods. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, comprehensive income or loss, changes in equity, and cash flows. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of expected results for the year ending December 31, 2026. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2025 audited consolidated financial statements and footnotes thereto, which are included in our Form 10-K.

Redeemable Stock of Subsidiaries

Noncontrolling interests with redemption features that are not solely within the control of the issuer are classified as temporary equity and are included in Redeemable stock of subsidiaries on the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in Equity. Additionally, net income and comprehensive income attributable to Redeemable stock of subsidiaries are reflected separately from consolidated net income and comprehensive income on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Changes in Equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests.

Generally, initial measurement will be at fair value. The subsequent allocation of income and dividends is classified in temporary equity. Subsequent measurement varies depending on whether the instrument is probable of becoming redeemable. For securities that are currently redeemable or where it is probable that the instrument will become redeemable, DPL recognizes any changes from the carrying value to redemption value at each reporting period against retained earnings or additional paid-in capital in the absence of retained earnings; such adjustments are classified in temporary equity. When the instrument is not probable of becoming redeemable, no adjustment to the carrying value is recognized.

The shareholders' agreements with CDPQ contain certain redemption features that, while not currently in effect, are not solely in DPL's control. As a result, the noncontrolling ownership interest is considered temporary equity. The Company has concluded that the likelihood of an event that would allow CDPQ to redeem its interest under the terms of the shareholders' agreements is remote, but would require redemption at fair value. Therefore, as of March 31, 2026, the noncontrolling ownership interest is not probable of becoming redeemable and subsequent adjustments to the carrying value were not required.

Reclassifications

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

Cash, Cash Equivalents and Restricted Cash

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


$ in millions	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	69.9	$	82.9
Restricted cash (included in Prepayments and other current assets)	0.1		0.1
Total cash, cash equivalents and restricted cash	$	70.0	$	83.0

Accounts Receivable and Allowance for Credit Losses

The following table summarizes accounts receivable as of March 31, 2026 and December 31, 2025:


$ in millions	March 31, 2026		December 31, 2025
Accounts receivable, net:
Customer receivables	$	143.6	$	117.3
Unbilled revenue	31.0		40.9
Amounts due from affiliates	1.7		1.7
Other	1.7		10.0
Allowance for credit losses	(11.9)		(8.8)
Total accounts receivable, net	$	166.1	$	161.1

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The following table is a roll forward of our allowance for credit losses related to the accounts receivable balances for the three months ended March 31, 2026 and 2025:


	Three months ended
	March 31,
$ in millions	2026		2025
Allowance for credit losses:
Beginning balance	$	8.8	$	6.1
Current period provision	6.2		1.8
Write-offs charged against allowance	(3.2)		(0.1)
Recoveries	0.1		0.3
Ending balance	$	11.9	$	8.1

The allowance for credit losses primarily relates to utility customer receivables, including unbilled amounts. Expected credit loss estimates are developed by disaggregating customers into those with similar credit risk characteristics and using historical credit loss experience. In addition, we also consider how current and future economic conditions are expected to impact collectability, as applicable, of our receivables balance. Amounts are written off when reasonable collections efforts have been exhausted. Following the implementation of AES Ohio's customer billing system upgrade in the third quarter of 2024, a temporary pause in customer disconnections, certain collection efforts, and write-off processes contributed to increased provisions and allowance for credit losses throughout 2025. Although AES Ohio reinstated these processes in June 2025, the resumption of these activities resulted in increased write-offs in the current period. Current period provisions also increased compared to the prior period, reflecting updated expected loss assumptions.

Inventories

Inventories consist of materials and supplies as of March 31, 2026 and December 31, 2025.

AFUDC

AES Ohio capitalizes an allowance for the net cost of funds (interest on borrowed funds and a reasonable rate of return on equity funds) used for construction purposes during the period of construction with a corresponding credit to income. During the three months ended March 31, 2026 and 2025, AFUDC equity and AFUDC debt were as follows:


	Three months ended
	March 31,
$ in millions		2026		2025
AFUDC equity		$	0.7	$	—
AFUDC debt		$	0.4	$	1.4

Accounting for Taxes Collected from Customers and Remitted to Governmental Authorities

AES Ohio collects certain excise taxes levied by state or local governments from its customers. These taxes are accounted for on a net basis and not included in revenue. The amounts of such taxes collected for the three months ended March 31, 2026 and 2025 were as follows:


	Three months ended
	March 31,
$ in millions		2026		2025
Excise taxes collected		$	12.9	$	13.2

New Accounting Pronouncements Adopted in 2026

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

New Accounting Pronouncements Issued But Not Yet Effective

The following table provides a brief description of recent accounting pronouncements that could have an impact on our consolidated financial statements. Accounting pronouncements not listed below were assessed and determined to be either not applicable or are expected to have no material impact on our consolidated financial statements.

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

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2025-09: Hedge Accounting Improvements	Issue 1: Similar Risk Assessment for Cash Flow Hedges The amendments in this Update permit grouping forecasted transactions in a cash flow hedge based on similar risk exposures, subject to initial and ongoing risk assessments. Issue 2: Hedging Forecasted Interest Payments on Choose‑Your‑Rate Debt The amendments in this Update provide a model to facilitate the application of cash flow hedge accounting for forecasted interest payments on variable‑rate debt that permits borrowers to change the interest rate index and reset frequency (“choose‑your‑rate” debt). Issue 3: Cash Flow Hedges of Nonfinancial Forecasted Transactions The amendments in this Update expand hedge accounting for forecasted purchases and sales of nonfinancial assets by allowing hedging of eligible price components and subcomponents, subject to specific criteria. Issue 4: Net Written Options as Hedging Instruments The amendments in this Update eliminate the requirement to apply the net written option test to compound derivatives consisting of a swap and a written option that are designated as hedging instruments in cash flow or fair value hedges of interest rate risk. Issue 5: Foreign‑Currency‑Denominated Debt Used in Dual Hedges The amendments in this Update eliminate recognition and presentation mismatches in dual hedge strategies by excluding fair value hedge basis adjustments from net investment hedge effectiveness assessments and requiring related foreign exchange gains and losses to be recognized in earnings.	The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, and should be applied prospectively for all hedging relationships that exist at the date of adoption.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2025-11: Interim Reporting (Topic 270)—Narrow-Scope Improvements	The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 by organizing existing GAAP interim disclosure requirements into a single framework and clarifying when additional disclosures are required for material events occurring after the most recent annual reporting period.	The amendments in this Update are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.
2025-12: Codification Improvements	The amendments in this Update include 33 issues that represent changes to the Codification that clarify, correct errors, or make minor improvements, making the Codification easier to understand and apply. The amendments in this Update are varied in nature and may affect the application of guidance in cases in which the original guidance may have been unclear.	The amendments in this Update are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted on an issue-by-issue basis as of the beginning of an annual reporting period.	We are currently evaluating the impact of adopting the standard on our consolidated financial statements.

2. REGULATORY MATTERS

AES Ohio ESPs and Smart Grid Plans

AES Ohio ESP Appeal

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revenue of approximately $79.0 million. The OCC has appealed to the Ohio Supreme Court the PUCO’s decision approving the reversion to ESP 1 as well as argued for a refund of the RSC revenue dating back to August 2021. Oral arguments regarding this appeal were held on April 22, 2025, and a court decision is pending.

Smart Grid Comprehensive Settlement

On October 23, 2020, AES Ohio entered into a Stipulation and Recommendation with the staff of the PUCO, various customers and organizations representing customers of AES Ohio and certain other parties with respect to, among other matters, AES Ohio's applications for (i) approval of AES Ohio's plan to modernize its distribution grid (“Smart Grid Phase 1”), (ii) findings that AES Ohio passed the SEET for 2018 and 2019, and (iii) findings that AES Ohio's ESP 1 satisfies the SEET and the more favorable in the aggregate (“MFA”) regulatory test. On June 16, 2021, the PUCO issued their opinion and order accepting the stipulation as filed. The OCC appealed the final PUCO order with respect to the 2018 and 2019 SEET to the Ohio Supreme Court on December 6, 2021. Oral arguments regarding this appeal were held on April 2, 2025. The Ohio Supreme Court reversed the PUCO's opinion and order with respect to the methodology used by the PUCO to support its findings related to the 2018 and 2019 SEET, and remanded the case to the PUCO to conduct further analysis of the SEET for those years. In the PUCO proceeding on remand, AES Ohio filed testimony proposing a refund of $1.6 million based on methodologies sponsored by its external financial consultant. The PUCO held an evidentiary hearing on this issue on October 28 and 29, 2025, and a PUCO decision is pending.

Distribution Rate Cases

Ohio Energy Legislation and Three-Year Rate Plan

On April 30, 2025, the Ohio legislature passed new energy legislation (“House Bill 15”) that was signed by the Governor and became effective August 14, 2025. The legislation allows Ohio’s electric utilities to file three-year forecasted base distribution rate cases, which would replace ESPs and associated recovery riders. AES Ohio currently anticipates that remaining recovery rider balances would be included in future base rates. Among other provisions, the legislation eliminated as of its effective date, the LGR, which previously allowed for recovery of net OVEC costs and revenues. Changes to the regulatory framework from this legislation, including the recovery of future net OVEC costs and revenues or remaining recovery rider balances, could be material to our results of operations, financial condition and cash flows.

To comply with House Bill 15, AES Ohio filed an application with the PUCO on November 10, 2025 to establish a Three-Year Rate Plan. This plan describes the investments necessary to strengthen and modernize AES Ohio's infrastructure and expand support for its customers. To enable these ongoing investments, the application also proposes rates for future electric distribution service in 2027, 2028 and 2029. The PUCO has set the evidentiary hearing to begin August 4, 2026, and a Commission Order is anticipated by the end of 2026.

AES Ohio Merger Application

Subject to the terms of the Merger Agreement as described in Note 1. Overview and Summary of Significant Accounting Policies - Proposed AES Merger, AES, Parent, and Merger Sub are required to use reasonable best efforts to obtain all required regulatory approvals, including certain regulatory approvals from the PUCO. On April 10, 2026, AES Ohio submitted its required merger application to the PUCO. The PUCO is expected to review the application through its customary case process.

3. FAIR VALUE

The fair value of our current financial assets and liabilities approximates their reported carrying amounts. The estimated fair values of our assets and liabilities have been determined using available market information. Because these amounts are estimates and based on hypothetical transactions to sell assets or transfer liabilities, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. For further information on our valuation techniques and policies, see Note 4. Fair Value in Item 8. Financial Statements and Supplementary Data of our Form 10-K.

Financial Assets

AES Ohio established a Master Trust to hold assets that could be used for the benefit of employees participating in employee benefit plans. These assets are not used for general operating purposes. These assets are primarily

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comprised of open-ended mutual funds, which are valued using the net asset value per unit. These assets are recorded at fair value within Other non-current assets on the Condensed Consolidated Balance Sheets and are classified as equity investments. Net unrealized losses related to equity investments still held as of March 31, 2026 and 2025 are as follows:


	Three months ended
	March 31,
$ in millions		2026		2025
Net unrealized losses (a)		$	(0.2)	$	(0.1)

(a) These amounts are included in Other income / (expense), net in our Condensed Consolidated Statements of Operations.

We did not have any transfers of the fair values of our financial instruments between Level 1, Level 2 or Level 3 of the fair value hierarchy during the three months ended March 31, 2026 or 2025.

Recurring Fair Value Measurements

The fair value of assets and liabilities as of March 31, 2026 and December 31, 2025 measured on a recurring basis and the respective category within the fair value hierarchy for DPL is as follows:


	Fair value as of March 31, 2026								Fair value as of December 31, 2025
$ in millions	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Master Trust assets
Money market funds	$	0.3	$	—	$	—	$	0.3	$	0.8	$	—	$	—	$	0.8
Mutual funds	7.3		—		—		7.3		7.5		—		—		7.5










Total assets	$	7.6	$	—	$	—	$	7.6	$	8.3	$	—	$	—	$	8.3

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

The fair value of long-term debt is based on current public market prices for disclosure purposes only. These fair value inputs are considered Level 2 in the fair value hierarchy. As the Wright-Patterson Air Force Base note is not publicly traded, the fair value inputs are considered Level 3 in the fair value hierarchy as there are no observable inputs. Unrealized gains or losses are not recognized in the financial statements as long-term debt is presented at carrying value, net of unamortized premium or discount and unamortized deferred financing costs. The long-term debt amounts include the current portion payable in the next twelve months and have maturities that range from 2027 to 2061. Additional Level 3 disclosures are not presented since our long-term debt is not recorded at fair value.

The following table presents the carrying amount, fair value, and fair value hierarchy of fixed-rate and variable-rate indebtedness that are not measured at fair value in the Condensed Consolidated Balance Sheets as of the periods indicated, but for which fair value is disclosed:


	March 31, 2026										December 31, 2025
	Carrying Amount		Fair Value								Carrying Amount		Fair Value
$ in millions			Level 1		Level 2		Level 3		Total				Level 1		Level 2		Level 3		Total
Liabilities
Fixed-rate	$	1,798.8	$	—	$	1,838.0	$	17.8	$	1,855.8	$	1,798.3	$	—	$	1,684.3	$	16.4	$	1,700.7
Variable-rate	$	30.0	$	—	$	31.8	$	—	$	31.8	$	—	$	—	$	—	$	—	$	—

4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

For further information on our derivative and hedge accounting policies, see Note 1. Overview and Summary of Significant Accounting Policies – Financial Derivatives and Note 5. Derivative Instruments and Hedging Activities of Item 8. Financial Statements and Supplementary Data in our Form 10-K.

Cash Flow Hedges

DPL previously used derivative financial instruments primarily to manage the interest rate risk associated with our long-term debt. These interest rate derivative contracts were settled in 2013, and we continue to amortize amounts out of AOCL into interest expense.

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The following tables provide information concerning gains recognized in AOCI for the cash flow hedges for the three months ended March 31, 2026 and 2025:


	Affected line item in the Condensed Consolidated Statements of Operations	Three months ended
		March 31,
$ in millions (net of tax)		2026		2025
Net gains on cash flow hedges	Interest expense	(0.2)		(0.2)
Total reclassifications for the period, net of income taxes		$	(0.2)	$	(0.2)

Portion expected to be reclassified to earnings in the next twelve months		$	(1.0)

5. DEBT

Long-term debt is as follows:


	Interest			March 31,		December 31,
$ in millions	Rate		Due	2026		2025
AES Ohio debt
First Mortgage Bonds	3.95	%	June 2049	$	425.0	$	425.0
First Mortgage Bonds	3.20	%	July 2040	140.0		140.0
First Mortgage Bonds	5.70	%	December 2033	107.5		107.5
First Mortgage Bonds	5.19	%	April 2033	100.0		100.0
First Mortgage Bonds	4.55	%	August 2030	375.0		375.0
First Mortgage Bonds	5.49	%	December 2028	92.5		92.5
Tax-exempt First Mortgage Bonds (a)	4.25	%	June 2027	100.0		100.0
Tax-exempt First Mortgage Bonds (b)	4.00	%	June 2027	40.0		40.0
U.S. Government note	4.20	%	February 2061	16.4		16.4
Unamortized deferred financing costs				(8.8)		(9.1)
Unamortized debt discounts				(2.4)		(2.5)
Total AES Ohio long-term debt				1,385.2		1,384.8

DPL LLC debt
Senior unsecured notes	4.35	%	April 2029	400.0		400.0
Note to DPL Capital Trust II (c)	8.125	%	September 2031	15.6		15.6
Unamortized deferred financing costs				(1.6)		(1.7)
Unamortized debt discounts				(0.4)		(0.4)
Total DPL consolidated long-term debt				1,798.8		1,798.3
Less: current portion				(0.2)		(0.2)
DPL consolidated long-term debt, net of current portion				$	1,798.6	$	1,798.1

(a)First mortgage bonds issued to the OAQDA, to secure the loan of proceeds from tax-exempt bonds issued by the OAQDA. The bonds have a final maturity date of November 1, 2040 but are subject to a mandatory put in June 2027.

(b)First mortgage bonds issued to the OAQDA, to secure the loan of proceeds from tax-exempt bonds issued by the OAQDA. The bonds have a final maturity date of January 1, 2034 but are subject to a mandatory put in June 2027.

(c)Note payable to related party.

Revolving Credit Agreement

AES Ohio entered into the third amendment and restatement of its $350 million revolving Credit Agreement on March 25, 2025 with a syndicate of bank lenders. The AES Ohio Credit Agreement is an unsecured committed line of credit to be used: (i) to finance capital expenditures; (ii) to refinance certain existing indebtedness, (iii) to support working capital; and (iv) for general corporate purposes. This agreement matures on March 25, 2030, and bears interest at variable rates as described in the agreement. It includes an uncommitted $150.0 million accordion feature to provide AES Ohio with an option to request an increase in the size of the facility at any time prior to March 25, 2029, subject to approval by the lenders. The AES Ohio Credit Agreement also includes two one-year extension options, allowing AES Ohio to extend the maturity date subject to approval by the lenders. As of March 31, 2026 and December 31, 2025, the AES Ohio Credit Agreement had outstanding borrowings of $30.0 million and $0.0 million, respectively.

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Consent Solicitation

On March 5, 2026, DPL announced a solicitation of consent (the “Consent Solicitation”) from registered holders of its 4.35% Senior Notes due 2029 (the “Notes”). On April 1, 2026, expiration of the Consent Solicitation was extended to May 13, 2026. The Consent Solicitation is for proposed amendments to the indentures governing the Notes to provide that the Merger would not constitute a “Change of Control” under the indenture. The proposed amendments would become operative only upon the consummation of the Merger and the payment of the consent fee with respect to the Notes.

Long-term debt covenants and restrictions

The AES Ohio Credit Agreement and Fifty-Third, Fifty-Fourth and Fifty-Fifth Supplemental Indentures to the First Mortgage, pursuant to which the 3.20% Bonds due 2040, the 5.19% Bonds due 2033, the 5.49% Bonds due 2028 and the 5.70% Bonds due 2033 were issued, respectively, each contain one financial covenant. The covenant measures Total Debt to Total Capitalization and is calculated, at the end of each fiscal quarter, by dividing total debt at the end of the quarter by total capitalization at the end of the quarter. AES Ohio’s Total Debt to Total Capitalization ratio shall not be greater than 0.67 to 1.00. As of March 31, 2026, AES Ohio was in compliance with this financial covenant.

AES Ohio does not have any meaningful restrictions in its debt financing documents prohibiting dividends and return of capital payments to its parent. As of March 31, 2026, AES Ohio was in compliance with all debt covenants, including the financial covenant described above.

Substantially all property, plant and equipment of AES Ohio is subject to the lien of the mortgage securing AES Ohio’s First and Refunding Mortgage.

6. INCOME TAXES

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


	Three months ended
	March 31,
		2026		2025
Effective tax rate		24.3	%	27.0	%

The year-to-date rate is different from the combined federal and state statutory rate of 22.4% primarily due to the net loss of disregarded single member LLCs not allocated income tax expense following the DPL conversion, the tax expense related to the amortization of a municipal tax shortage of AES Ohio, and the flowthrough of the net tax benefit related to the reversal of excess deferred taxes of AES Ohio.

DPL's income tax expense for the three months ended March 31, 2026 was calculated using the estimated annual effective income tax rate for 2026 of 24.3% on ordinary income. Management estimates the annual effective tax rate based on its forecast of annual pre-tax income or loss.

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

On April 3, 2025, DPL Inc. converted its form of business organization from an Ohio corporation to an Ohio limited liability company. As a result of the conversion, DPL LLC, Miami Valley Lighting, and AES Ohio Generation each became a disregarded single member LLC of AES for US federal income tax purposes and are no longer severally liable for taxes reported on the consolidated federal income tax return of AES for periods beginning after April 3, 2025. DPL LLC will no longer allocate income tax expense to disregarded single member LLCs and has derecognized the tax balances, including AOCI tax balances, of all disregarded single-member LLCs. However, DPL remains liable for taxes under its tax sharing agreement with AES.

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7. BENEFIT PLANS

The amounts presented in the following tables for pension include both of the Pension Plans. The pension costs below have not been adjusted for amounts billed to the Service Company for former AES Ohio employees who are now employed by the Service Company or other AES affiliates that are still participants in the AES Ohio plans.

The following table presents the net periodic benefit cost of the Pension Plans for the three months ended March 31, 2026 and 2025:


	Three months ended
	March 31,
$ in millions		2026		2025
Service cost		$	0.5	$	0.6
Interest cost		3.2		3.6
Expected return on plan assets		(3.8)		(3.9)
Amortization of unrecognized:
Prior service cost		0.2		0.2
Actuarial loss		0.7		0.8
Net periodic benefit cost		$	0.8	$	1.3

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

There were $7.5 million and $0.0 million in employer contributions during the three month periods ended March 31, 2026 and 2025, respectively.

In addition, AES Ohio provides postretirement health care and life insurance benefits to certain retired employees, their spouses and eligible dependents. We have funded a portion of the union-eligible benefits using a Voluntary Employee Beneficiary Association Trust. These postretirement health care benefits and the related unfunded obligation were not material to the financial statements in the periods covered by this report.

8. EQUITY

Contributions from AES

In April 2026, DPL received equity capital contributions from AES totaling $87.5 million. DPL then made the same investments in AES Ohio. The proceeds are primarily for funding needs related to AES Ohio's capital expenditure program.

AOCI/(AOCL)

The changes in the components of AOCI during the three months ended March 31, 2026 are as follows:


$ in millions	Change in cash flow hedges		Change in unfunded pension and other postretirement obligations		Total
Balance as of January 1, 2026	$	17.4	$	(1.7)	$	15.7

Amounts reclassified from AOCI to earnings	(0.2)		—		(0.2)



Balance as of March 31, 2026	$	17.2	$	(1.7)	$	15.5

9. COMMITMENTS AND CONTINGENCIES

Contingencies

Legal Matters

In the normal course of business, we are subject to various lawsuits, actions, proceedings, claims and other matters asserted under various laws and regulations. We believe the amounts provided in our Condensed Consolidated Financial Statements, as prescribed by GAAP, are adequate considering the probable and estimable contingencies.

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However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various legal proceedings, claims, tax examinations and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in our Condensed Consolidated Financial Statements. As such, costs, if any, that may be incurred in excess of those amounts provided as of March 31, 2026, cannot be reasonably determined.

Environmental Matters

We are subject to various federal, state, regional and local environmental protection and health and safety laws and regulations governing, among other things, the generation, storage, handling, use, disposal and transportation of regulated materials, including ash; the use and discharge of water used in generation boilers and for cooling purposes; the emission and discharge of hazardous and other materials, including GHGs, into the environment; climate change; species and habitat protections; and the health and safety of our employees. These laws and regulations often require a lengthy and complex process of obtaining and renewing permits and other governmental authorizations from federal, state and local agencies. Violation of these laws, regulations or permits can result in substantial fines, other sanctions, suspension or revocation of permits and/or facility shutdowns. There can be no assurance that we have been or will be at all times in full compliance with such laws, regulations and permits.

Where no accrued liability has been recognized, it is reasonably possible that some matters could have unfavorable outcomes for us and could require us to pay damages or make expenditures in amounts that could be material but could not be estimated as of March 31, 2026.

We have taken steps to limit our exposure to environmental claims that could be raised with respect to our previously-owned and operated coal-fired generation units, but we cannot predict whether any such claims will be raised and, if they are, the extent to which they may have a material adverse effect on our results of operations, financial condition and cash flows.

Accruals for legal loss and environmental contingencies were not material as of March 31, 2026 and December 31, 2025.

Guarantees

In connection with the Closings described in Note 9. Equity - Agreement to Sell Minority Interest in AES Ohio in our 2025 Form 10-K, DPL agreed to indemnify CDPQ related to certain matters. These matters primarily include any future losses from environmental claims or retirement obligations that could be raised with respect to our previously-owned and operated generation assets, and potential losses related to certain pending legal and regulatory proceedings. The maximum potential indemnification amount pertaining to the pending legal and regulatory proceedings is estimated to be $60.8 million, while the maximum potential indemnification amount pertaining to any future losses from environmental claims or retirement obligations cannot be reasonably estimated, as it is subject to, and will only be effective upon, the occurrence of future events. We believe the likelihood of any payments under these arrangements is remote, and the resulting fair value of these indemnifications is not material.

Equity Ownership Interest

AES Ohio has a 4.9% equity ownership interest in OVEC, which is recorded using the cost method of accounting under GAAP. AES Ohio, along with several non-affiliated energy companies party to an OVEC arrangement, receive and pay for OVEC capacity and energy and are responsible for OVEC debt obligations and other fixed costs in proportion to their power participation ratios under the arrangement, which, for AES Ohio, is the same as its equity ownership interest. As of March 31, 2026, AES Ohio could be responsible for the repayment of 4.9%, or $44.1 million, of $899.1 million OVEC debt obligations if they came due, comprised of fixed rate securities with maturities from 2029 to 2040. OVEC could also seek additional contributions from AES Ohio to avoid a default in the event that other OVEC members defaulted on their respective OVEC obligations.

10. BUSINESS SEGMENTS

DPL manages its business through one reportable operating segment, the Utility segment, led by our Chief Executive Officer and Chief Financial Officer who, collectively, are the Chief Operating Decision Maker. The primary segment performance measures are income / (loss) before income tax and net income / (loss) as management has concluded that these measures best reflect the underlying business performance of DPL and are the most relevant measures considered in DPL’s internal evaluation of the financial performance of its segment. The Utility segment is comprised of AES Ohio, a public electric transmission and distribution utility, with all other nonutility business activities aggregated separately. See Note 1. Overview and Summary of Significant Accounting Policies for further

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information on AES Ohio. The “Other” nonutility category primarily includes interest expense, cash and other immaterial balances. The accounting policies of the identified segment are consistent with those policies and procedures described in the summary of significant accounting policies.

The following tables present financial information for DPL’s reportable business segment:


$ in millions	Utility		Other		Adjustments and Eliminations		DPL Consolidated






















































Three months ended March 31, 2026
Revenue from external customers	$	338.7	$	2.7	$	(0.3)	$	341.1
Intersegment revenue	—		1.1		(1.1)		—
Total revenue	338.7		3.8		(1.4)		341.1

Operating costs and expenses
Purchased power	119.0		0.6		(0.3)		119.3
Operation and maintenance	80.2		1.1		(1.1)		80.2
Depreciation and amortization	31.3		0.4		—		31.7
Taxes other than income taxes	38.2		0.1		—		38.3




Interest expense, net	15.4		4.6		—		20.0


Other segment items (a)	0.2		(0.5)		—		(0.3)
Income / (loss) before income tax	54.4		(2.5)		—		51.9
Income tax expense / (benefit)	12.2		0.4		—		12.6
Net income / (loss)	$	42.2	$	(2.9)	$	—	$	39.3

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

Capital expenditures	$	114.1	$	0.2	$	—	$	114.3


$ in millions	Utility		Other		Adjustments and Eliminations		DPL Consolidated
Three months ended March 31, 2025
Revenue from external customers	$	251.8	$	2.5	$	—	$	254.3
Intersegment revenue	0.3		1.2		(1.5)		—
Total revenue	252.1		3.7		(1.5)		254.3

Operating costs and expenses
Purchased power	94.8		0.6		(0.3)		95.1
Operation and maintenance	63.9		2.8		(1.2)		65.5
Depreciation and amortization	28.8		0.4		—		29.2
Taxes other than income taxes	36.2		0.1		—		36.3




Interest expense, net	14.7		9.2		—		23.9


Other segment items(a)	1.3		(0.7)		—		0.6
Income / (loss) before income tax	12.4		(8.7)		—		3.7
Income tax expense / (benefit)	1.7		(0.7)		—		1.0
Net income / (loss)	$	10.7	$	(8.0)	$	—	$	2.7

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

Capital expenditures	$	85.3	$	—	$	—	$	85.3


Total Assets ($ in millions)	March 31, 2026		December 31, 2025
Utility	$	3,717.3	$	3,730.8
All Other (a)	56.2		50.2
DPL Consolidated	$	3,773.5	$	3,781.0

(a) "All Other" includes Eliminations for all periods presented.

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11. REVENUE

Revenue is primarily earned from retail and wholesale electricity sales and electricity transmission and distribution delivery services. Revenue is recognized upon transfer of control to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recorded net of any taxes assessed on and collected from customers, which are remitted to the governmental authorities. For further discussion of our Retail, Wholesale, RTO ancillary, and Capacity revenue, see Note 13. Revenue in Item 8. Financial Statements and Supplementary Data of our Form 10-K.

DPL's revenue from contracts with customers was as follows:


	Three months ended
	March 31,
$ in millions		2026		2025
Revenue from contracts with customers		$	338.4	$	250.8

The following table presents our revenue from contracts with customers and other revenue by segment for the three months ended March 31, 2026 and 2025:


$ in millions	Utility		Other		Adjustments and Eliminations		Total












































	Three months ended March 31, 2026
Retail revenue
Retail revenue from contracts with customers
Residential revenue	$	179.8	$	—	$	—	$	179.8
Commercial revenue	56.8		—		—		56.8
Industrial revenue	20.9		—		—		20.9
Governmental revenue	9.6		—		—		9.6
Other (a)	3.5		—		—		3.5
Total retail revenue from contracts with customers	270.6		—		—		270.6

Wholesale revenue
Wholesale revenue from contracts with customers	16.1		—		(0.3)		15.8
RTO ancillary revenue	47.2		0.1		—		47.3
Capacity revenue	2.1		—		—		2.1
Miscellaneous revenue
Miscellaneous revenue from contracts with customers (b)	—		2.6		—		2.6
Other miscellaneous revenue	2.7		1.1		(1.1)		2.7
Total revenue	$	338.7	$	3.8	$	(1.4)	$	341.1




	Three months ended March 31, 2025
Retail revenue
Retail revenue from contracts with customers
Residential revenue	$	136.7	$	—	$	—	$	136.7
Commercial revenue	39.8		—		—		39.8
Industrial revenue	15.7		—		—		15.7
Governmental revenue	7.0		—		—		7.0
Other (a)	2.3		—		—		2.3
Total retail revenue from contracts with customers	201.5		—		—		201.5

Wholesale revenue
Wholesale revenue from contracts with customers	9.2		—		(0.3)		8.9
RTO ancillary revenue	37.6		—		—		37.6
Capacity revenue	0.3		—		—		0.3
Miscellaneous revenue
Miscellaneous revenue from contracts with customers (b)	—		2.5		—		2.5
Other miscellaneous revenue	3.5		1.2		(1.2)		3.5
Total revenue	$	252.1	$	3.7	$	(1.5)	$	254.3

(a) "Other" primarily includes operation and maintenance service revenue, billing service fees from CRES providers and other miscellaneous retail revenue from contracts with customers.

Table of Contents

(b) Miscellaneous revenue from contracts with customers primarily includes revenue for various services provided by Miami Valley Lighting.

The balances of receivables from customers were as follows:


$ in millions	March 31, 2026		December 31, 2025
Receivables from contracts with customers	$	174.6	$	158.2

Payment terms for all receivables from contracts with customers are typically within 30 days, unless a customer qualifies for payment extension.

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

This report includes the filing of DPL, an indirect wholly-owned subsidiary of AES, a global power company. Throughout this report, the terms “we,” “us,” “our” and “ours” are used to refer to DPL, unless the context indicates otherwise.

The condensed consolidated financial statements included in PART I, ITEM 1. Financial Statements of this Form 10-Q and the discussions contained herein should be read in conjunction with our Form 10-K.

FORWARD–LOOKING STATEMENTS

The following discussion may contain forward-looking statements regarding us, our business, prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. These statements include, but are not limited to, statements regarding management’s intents, beliefs, and current expectations and typically contain, but are not limited to, the terms “anticipate,” “potential,” “expect,” “forecast,” “target,” “will,” “would,” “intend,” “believe,” “project,” “estimate,” “plan,” and similar words. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute current expectations based on reasonable assumptions. Factors that could cause or contribute to such differences include, but are not limited to, those described in PART II, ITEM 1A of this quarterly report and ITEM 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K and subsequent filings with the SEC.

Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business.

OVERVIEW OF OUR BUSINESS

DPL, an indirect wholly-owned subsidiary of AES, is a holding company incorporated under the laws of the state of Ohio. DPL's principal subsidiary is AES Ohio, a regulated electric utility operating in the state of Ohio. Substantially all of our business consists of the transmission, distribution and sale of electric energy conducted through AES Ohio. Our business segments are “utility” and “all other.” For more information regarding our business, see Item 1. Business of our Form 10-K.

EXECUTIVE SUMMARY

Compared with the same period in the prior year, DPL's results for the three months ended March 31, 2026, reflect an increase in income before income tax of $48.2 million, or 1,302.7%, as well as an increase in net income of $36.6 million, or 1,355.6%, primarily due to factors including, but not limited to:


	Three months ended
	March 31,
$ in millions	2026 vs. 2025
Increase in retail margin due to higher prices primarily driven by the 2024 DRC Settlement (including the impact of certain riders now included in base rates)	$	36.3
Increase due to higher transmission revenue driven by an increase in transmission investments	9.7








Other	2.2
Net change in income before income tax	48.2
Net change in income tax expense driven by higher pre-tax income, a decrease in the net tax benefit related to the reversal of excess deferred taxes of AES Ohio in the current year versus the prior year, and the net loss of disregarded single member LLCs not allocated income tax expense following the DPL conversion	(11.6)
Net change in net income	$	36.6

RESULTS OF OPERATIONS

DPL’s results of operations include the results of its subsidiaries, including its principal subsidiary, AES Ohio. All material intercompany accounts and transactions have been eliminated in consolidation.


	Three months ended
	March 31,
$ in millions		2026		2025		$ change		% change
REVENUE:
Retail		$	270.6	$	201.5	$	69.1	34.3	%
Wholesale		15.8		8.9		6.9		77.5	%
RTO ancillary		47.3		37.6		9.7		25.8	%
Capacity revenue		2.1		0.3		1.8		600.0	%
Miscellaneous revenue		5.3		6.0		(0.7)		(11.7)	%

Total revenue		341.1		254.3		86.8		34.1	%

OPERATING COSTS AND EXPENSES:

Purchased power		69.3		63.3		6.0		9.5	%
RTO charges		50.0		31.8		18.2		57.2	%


Purchased power		119.3		95.1		24.2		25.4	%
Operation and maintenance		80.2		65.5		14.7		22.4	%
Depreciation and amortization		31.7		29.2		2.5		8.6	%
Taxes other than income taxes		38.3		36.3		2.0		5.5	%




Total operating costs and expenses		269.5		226.1		43.4		19.2	%

OPERATING INCOME		71.6		28.2		43.4		153.9	%

OTHER INCOME / (EXPENSE), NET:
Interest expense, net		(20.0)		(23.9)		3.9		(16.3)	%

Other income / (expense), net		0.3		(0.6)		0.9		(150.0)	%
Total other expense, net		(19.7)		(24.5)		4.8		(19.6)	%

INCOME BEFORE INCOME TAX (a)		51.9		3.7		48.2		1,302.7	%

Income tax expense		12.6		1.0		11.6		1,160.0	%

NET INCOME (a)		39.3		2.7		36.6		1,355.6	%
Less: Net income attributable to redeemable stock of subsidiaries		12.7		—		12.7		—	%
NET INCOME ATTRIBUTABLE TO DPL LLC		$	26.6	$	2.7	$	23.9	885.2	%

(a)For purposes of discussing operating results, we present and discuss INCOME BEFORE INCOME TAX and NET INCOME. This format is useful to investors because it allows analysis and comparability of operating trends and includes the same information that is used by management to make decisions regarding our financial performance.

Revenue

Retail customers, especially residential and commercial customers, consume more electricity on warmer and colder days. Therefore, our retail sales demand is affected by the number of heating and cooling degree-days occurring during a year. Cooling degree-days typically have a more significant effect than heating degree-days since some residential customers do not use electricity to heat their homes. Additionally, our retail revenue is affected by regulated rates and riders described in Note 2. Regulatory Matters of our Form 10-K and Note 2. Regulatory Matters to the Financial Statements of this Quarterly Report.


HEATING AND COOLING DEGREE-DAYS (a)
	Three months ended
	March 31,
		2026	2025	change	% change
Actual
Heating degree-days		2,744	2,739	5	0.2	%
Cooling degree-days		11	6	5	83.3	%

30-year average (b)
Heating degree-days		2,764	2,780
Cooling degree-days		3	2

(a)Heating and cooling degree-days are a measure of the relative heating or cooling required for a home or business. The heating degrees in a day are calculated as the degrees that the average actual daily temperature is below 65 degrees Fahrenheit. For example, if the average temperature on March 20th was 40 degrees Fahrenheit, the heating degrees for that day would be the 25-degree difference between 65 degrees and 40 degrees. Similarly, cooling degrees in a day are calculated as the degrees that the average actual daily temperature is above 65 degrees Fahrenheit.

(b)30-year average is computed from observed degree-days in the Dayton area on a trailing 30-year basis.

DPL's electric sales and billed customers were as follows:


ELECTRIC SALES AND CUSTOMERS
	Three months ended
	March 31,
kWh sales (in millions):		2026	2025	change	% change
Retail electric sales (a)
Residential		1,526	1,588	(62)	(3.9)	%
Commercial		941	923	18	2.0	%
Industrial		863	826	37	4.5	%
Governmental		296	284	12	4.2	%
Other		9	9	—	—	%
Total retail electric sales		3,635	3,630	5	0.1	%
Wholesale electric sales (b)		158	166	(8)	(4.8)	%
Total electric sales		3,793	3,796	(3)	(0.1)	%

(a)DPL and AES Ohio retail electric sales represent the total transmission and distribution retail sales for the periods presented. SSO sales were 613 kWh for the three months ended and 585 kWh for the three months ended March 31, 2026 and 2025, respectively.

(b)Wholesale electric sales are AES Ohio's 4.9% share of the generation output of OVEC.

The following charts show the percentage changes in weather-normalized and actual retail electric kWh sales volumes by customer class for the three months ended March 31, 2026 compared to the same period in the prior year:

During the three months ended March 31, 2026, revenue increased $86.8 million to $341.1 million compared to $254.3 million in the same period of the prior year. This change was primarily the result of changes in the components of revenue shown below:


	Three months ended
	March 31,
$ in millions	2026 vs. 2025
Retail
Rate
Increase in the Base Distribution rates primarily driven the 2024 DRC Settlement	$	44.4
Increase in the TCRR	16.0
Increase in the Competitive Bid Revenue Rider Rate	8.7
Increase in the PRO	4.0
Decrease in the DIR	(8.2)





Other	0.5
Net change in retail rate	65.4

Volume
Increase in volume versus the comparable period	2.5

Net change in retail volume	2.5

Other miscellaneous	1.2
Net retail change	69.1

Wholesale


Increase primarily due to higher rates on power sales at OVEC	6.9



RTO ancillary and capacity revenue
Increase due to higher transmission revenue driven by an increase in transmission investments	11.5

Other
Miscellaneous revenue	(0.7)
Net change in revenue	$	86.8

Purchased Power

During the three months ended March 31, 2026, purchased power increased $24.2 million to $119.3 million compared to $95.1 million in the same period of the prior year. This change was primarily the result of changes in the cost of purchased power shown below.

Three months ended

March 31,

$ in millions

2026 vs. 2025

Purchased power

Rate

Increase primarily due to higher prices in the competitive bid process

5.5

Volume

Increase in volume of purchased power versus the comparable period

0.5

Total purchased power change

6.0

RTO charges

Increase primarily due to higher RTO charges from PJM

18.2

Net change in purchased power

24.2

Operation and Maintenance

During the three months ended March 31, 2026, Operation and maintenance expense increased $14.7 million compared to the same period in the prior year. The main drivers of this change are as follows:


	Three months ended
	March 31,
$ in millions	2026 vs. 2025
Increase in contracted services, primarily due to vegetation management (a)	$	8.3
Increase due to higher expected credit losses	4.4
Increase in USF rider (a)	3.6







Other	(1.6)
Net change in operation and maintenance expense	$	14.7

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

Depreciation and Amortization

During the three months ended March 31, 2026, Depreciation and amortization increased $2.5 million compared to the same period in the prior year, primarily due to additional assets placed in service.

Taxes Other Than Income Taxes

During the three months ended March 31, 2026, Taxes other than income taxes increased $2.0 million compared to the same period in the prior year. The increase was primarily the result of higher property taxes due to higher assessed values driven by AES Ohio's capital expenditure program, net of regulatory deferrals.

Interest Expense, Net

During the three months ended March 31, 2026, Interest expense, net decreased $3.9 million compared to the same period in the prior year, primarily due to redemption of the DPL's senior unsecured notes in May 2025.

Other Income / (Expense), Net

During the three months ended March 31, 2026, Other income / (expense), net increased $0.9 million, compared to the same period in the prior year primarily due to higher AFUDC equity.

Income Tax Expense


	Three months ended
	March 31,
$ in millions		2026	2025	change	% change
Income tax expense		12.6	1.0	11.6	1160	%

The increase in income tax expense of $11.6 million during the three months ended March 31, 2026, compared to the same period of the prior year was primarily driven by higher pre-tax income, a decrease in the net tax benefit related to the reversal of excess deferred taxes of AES Ohio in the current year versus the prior year, and the net loss of disregarded single member LLCs not allocated income tax expense following the DPL conversion.

See Note 6. Income Taxes for further discussion.

Net Income Attributable to Redeemable Stock of Subsidiaries

The increase in Net Income attributable to redeemable stock of subsidiaries of $12.7 million for the three months ended March 31, 2026, relates to the sale of an indirect minority interest in AES Ohio in April 2025. See Note 9. Equity - Agreement to Sell Minority Interest in AES Ohio to DPL's 2025 Form 10-K for further details.

KEY TRENDS AND UNCERTAINTIES

During 2026 and beyond, we expect our financial results will be primarily impacted by retail demand and weather. In addition, DPL's financial results are likely to be driven by other factors including, but not limited to:

•regulatory outcomes;

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

•the timely recovery of transmission and distribution expenditures.

If favorable outcomes related to these factors do not occur, or if the challenges described below and elsewhere in this Quarterly Report impact us more significantly than we currently anticipate, then these factors, or other factors unknown to us, may impact our operating income, net income and cash flows. We continue to monitor our operations and address challenges as they arise. For a discussion of the risks related to our business, see Item 1. Business and Item 1A. Risk Factors in our Form 10-K.

Operational

Capital Projects

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

Macroeconomic and Political

U.S. Utilities Load Growth and Large Load Customers

The expansion of advanced manufacturing and data centers has the potential to significantly accelerate the demand for electricity in the U.S. power market, including PJM. AES Ohio has an obligation to serve customers who locate in its service territory and is working with several companies to provide transmission solutions for the electric service needs of data centers and advanced manufacturing facilities. We see these relationships growing with the expansion of their use within our service territory. As part of this process, AES Ohio is working to ensure that the costs of any infrastructure upgrades required for advanced manufacturing and data centers benefit all customers, are fairly allocated, and follow cost causation/beneficiary pays regulatory principles that protect our customers.

Tax

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

Inflation

In the markets in which we operate, there have been higher rates of inflation recently. If inflation increases in our market, it may increase our expenses that we may not be able to pass through to customers. AES Ohio may have the ability to recover operations and maintenance costs through the regulatory process; however, timing impacts on recovery may vary. In addition, the SSO auction process has reflected current macroeconomic conditions in terms of pricing.

Interest Rates

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

Regulatory

DPL’s, AES Ohio’s and our other subsidiaries’ facilities and operations are subject to a wide range of regulations and laws by federal, state and local authorities. As well as imposing continuing compliance obligations, these laws

and regulations authorize the imposition of substantial penalties for noncompliance, including fines, injunctive relief and other sanctions. In the normal course of business, we have investigatory and remedial activities underway at these facilities and operations in an effort to comply, or to determine compliance, with such regulations. We record liabilities for losses that are probable and can be reasonably estimated. In addition to matters discussed or updated herein, our Form 10-K previously filed with the SEC during 2026 describes other regulatory matters, which have not materially changed since that filing.

AES Ohio ESP Appeal

From November 1, 2017 through December 18, 2019, AES Ohio operated pursuant to an approved ESP plan, which was initially approved on October 20, 2017 (“ESP 3”). On December 18, 2019, the PUCO approved AES Ohio's Notice of Withdrawal of ESP 3 and reversion to its prior rate plan (“ESP 1”). Among other items, the PUCO Order approving the ESP 1 rate plan included reinstating the non-bypassable RSC Rider, which provided annual revenue of approximately $79.0 million. The OCC has appealed to the Ohio Supreme Court the PUCO’s decision approving the reversion to ESP 1 as well as argued for a refund of the RSC revenue dating back to August 2021. Oral arguments regarding this appeal were held on April 22, 2025, and a court decision is pending.

Smart Grid Comprehensive Settlement

2024 Distribution Rate Case Application

On November 29, 2024, AES Ohio filed a distribution rate case with the PUCO. The investments reflected in this distribution rate case include investments to enhance the safety, reliability, and resilience of the distribution system. The application is based on a date certain of September 30, 2024 and a test period of June 1, 2024 - May 31, 2025.

On June 27, 2025, the PUCO Staff submitted their Report and Recommendations. On August 13, 2025, AES Ohio entered into an unopposed Stipulation and Recommendation (the “2024 DRC Settlement”) with various intervening parties and the Staff of the PUCO and on November 5, 2025 the PUCO issued their opinion and order accepting the 2024 DRC Settlement as filed. Updated customer rates and charges became effective on November 6, 2025. The 2024 DRC Settlement provides for updated base rates for electric distribution service customers in AES Ohio’s service territory and among other matters includes:

•An increase to its annual distribution revenue requirement of $167.9 million, which incorporates certain investments that are currently recovered through the DIR;

•A return on equity of 9.999% and a cost of long-term debt of 4.49% on a distribution rate base of $1.25 billion and based on a capital structure of 53.87% equity and 46.13% long-term debt; and

•The net recovery of certain expenditures by AES Ohio, primarily related to one-time costs supporting the implementation of AES Ohio’s customer billing system upgrade.

Ohio Energy Legislation and Three-Year Rate Plan

currently anticipates that remaining recovery rider balances would be included in future base rates. Among other provisions, the legislation eliminated as of its effective date, the LGR, which previously allowed for recovery of net OVEC costs and revenues. Changes to the regulatory framework from this legislation, including the recovery of future net OVEC costs and revenues or remaining recovery rider balances, could be material to our results of operations, financial condition and cash flows.

See PART I, ITEM 1., Note 2. Regulatory Matters to the Financial Statements of this Quarterly Report for further information regarding these and other regulatory matters.

Environmental

We have several pending environmental matters associated with our previously-owned stations. Some of these matters could have a material adverse effect on our results of operations, financial condition and cash flows.

As a result of the exit of our generation business in prior years, the following environmental matters, regulations and requirements are not expected to have a material impact on our business:

•the CAA and the following regulations:

◦CSAPR and associated updates

◦MATS and any associated regulatory or judicial processes;

◦NAAQS; and

◦Greenhouse gas regulations established under CAA Section 111(d) for EGUs.

Trump Administration Actions Affecting Environmental Regulations

On January 20, 2025, President Trump issued an Executive Order titled “Unleashing American Energy” directing Agencies to, among other tasks, review regulations issued under the prior administration to determine whether they should be suspended, revised, or rescinded. The Trump Administration also issued a memorandum titled “Regulatory Freeze Pending Review” directing agencies to refrain from proposing or issuing any rules until the Trump Administration has reviewed and approved those rules. In accordance with these and other Trump Administration Executive Orders, on March 12, 2025, EPA released a list of environmental regulations that will be targeted for reconsideration and other deregulatory action. These and other actions, including other Executive Orders and directives from the Trump Administration, may have an impact on regulations that may affect our business, financial condition, or results of operations.

Clean Water Act - Regulation of Water Discharge

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

On September 8, 2023, the Agencies published final rule amendments in the Federal Register to amend the final “Revised Definition of ‘Waters of the United States’” rule. This final rule conforms the definition of WOTUS to the definition adopted in the Decision. The Agencies have amended key aspects of the regulatory text to conform the rule to the Decision. On March 12, 2025, the Agencies issued a joint guidance memorandum for implementing the “continuous surface connection” consistent with the Decision and related issues. On March 24, 2025 the Agencies

published notice outlining a process to gather recommendations for implementation of WOTUS. On November 20, 2025, the Agencies proposed revisions to align the definition of WOTUS with the Decision to clarify federal jurisdiction under CWA. It is too early to determine whether any outcome of litigation or current or future revisions to rules interpreting federal jurisdiction over waters of the U.S. may have a material adverse effect on our results of operations, financial condition and cash flows.

Regulation of CCR

On October 19, 2015, an EPA rule regulating CCR under the Resource Conservation and Recovery Act as nonhazardous solid waste became effective (the “CCR Rule”). The rule established nationally applicable minimum criteria for the disposal of CCR in new and currently operating landfills and surface impoundments, including location restrictions, design and operating criteria, groundwater monitoring, corrective action and closure requirements and post-closure care. The 2016 Water Infrastructure Improvements for the Nation Act (the “WIIN Act”), includes provisions to implement the CCR Rule through a state permitting program, or if the state chooses not to participate, a possible federal permit program. The EPA has indicated that they will implement a phased approach to amending the CCR Rule, which is ongoing. On February 20, 2020, the EPA published a proposed rule to establish a federal CCR permit program that would operate in states without approved CCR permit programs. With the sale of our coal-fired generating stations, we expect that the impact of these regulations would be limited to our interest in OVEC.

On May 8, 2024, the EPA published final revisions to the CCR Rule, which were effective on November 8, 2024. The final revisions expand the scope of CCR units regulated by the CCR Rule to include legacy surface impoundments, inactive surface impoundments, and CCR management units. The May 8, 2024 revisions to the CCR Rule are currently subject to legal challenges. On February 10, 2026, EPA published a final rule extending certain deadlines for CCR management units associated with its May 8, 2024 revisions to the CCR Rule.

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

The CCR Rule, current or proposed amendments to, or EPA interpretations of, the CCR Rule, the results of groundwater monitoring data or the outcome of the CCR-related litigation could have a material adverse effect on our results of operations, financial condition and cash flows.

CAPITAL RESOURCES AND LIQUIDITY

OVERVIEW

As of March 31, 2026, we had unrestricted cash and cash equivalents of $69.9 million and available borrowing capacity of $320.0 million under our unsecured revolving AES Ohio Credit Agreement. AES Ohio must first seek approval from the PUCO to issue new stocks, bonds, notes and other evidences of indebtedness. Annually, AES Ohio must receive authority to issue and assume liability on short-term debt, not to exceed 12 months. AES Ohio received an order from the PUCO on December 17, 2025 granting authority through December 31, 2026 to, among other things, issue up to $500.0 million in aggregate principal amount of short-term indebtedness. AES Ohio must also receive authority to issue and assume liability on long-term debt, in excess of 12 months. AES Ohio last received approval in July 2025 to, among other things, issue up to $450.0 million of long-term indebtedness. We also have restrictions on the amount of new debt that may be issued due to contractual obligations of AES and by financial covenant restrictions under our existing debt obligations. We do not believe such restrictions will be a limiting factor in our ability to issue debt in the ordinary course of prudent business operations.

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

management believes such repurchases are favorable to make. The amounts involved in any such repurchases may be material.

CASH FLOWS

Cash Flow Analysis

The following table summarizes the cash flows:


	Three months ended March 31,				$ change
$ in millions	2026		2025		2026 vs. 2025
Net cash provided by operating activities	$	70.0	$	34.9	$	35.1
Net cash used in investing activities	(110.7)		(86.7)		(24.0)
Net cash provided by financing activities	27.7		79.0		(51.3)
Net change in cash, cash equivalents and restricted cash	(13.0)		27.2		(40.2)
Balance at beginning of period	83.0		54.1		28.9
Cash, cash equivalents and restricted cash at end of period	$	70.0	$	81.3	$	(11.3)

The following cash flow review compares the cash flows for the three months ended March 31, 2026 to the cash flows for the three months ended March 31, 2025.

Operating activities


	Three months ended March 31,				$ change
$ in millions	2026		2025		2026 vs. 2025
Net income	$	39.3	$	2.7	$	36.6
Depreciation and amortization	31.7		29.2		2.5
Deferred income taxes	12.0		3.3		8.7
Other adjustments to net income	(0.1)		0.9		(1.0)
Net income, adjusted for non-cash items	82.9		36.1		46.8
Net change in operating assets and liabilities and other	(12.9)		(1.2)		(11.7)
Net cash provided by operating activities	$	70.0	$	34.9	$	35.1

The net change in operating assets and liabilities during the three months ended March 31, 2026, compared to the three months ended March 31, 2025 was driven by the following:


$ in millions	$ Change
Decrease from accounts payable primarily due to the timing of invoices and payments	$	(20.5)


Increase from current and non-current regulatory assets and liabilities primarily due to an increase in collections from customers	9.7

Other	(0.9)
Net change in operating assets and liabilities and other	$	(11.7)

Investing activities

Net cash used in investing activities increased $24.0 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:


$ in millions	$ Change
Higher capital expenditures due to increased spending on AES Ohio T&D projects, net of contributions in aid of construction	$	(21.1)
Lower cost of removal payments	(3.3)

Other	0.4
Net change in investing activities	$	(24.0)

Financing activities

Net cash provided by financing activities decreased $51.3 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily driven by the following:


$ in millions	$ Change



Decrease due to lower net revolver borrowings on the AES Ohio Credit Agreement	$	(50.0)


Decrease due to distributions to holders of redeemable stock of subsidiaries	(2.3)
Other	1.0
Net change in financing activities	$	(51.3)

LIQUIDITY

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

At March 31, 2026, AES Ohio has access to the following revolving credit facility:

$ in millions

Type

Maturity

Commitment

Amounts available as of March 31, 2026

AES Ohio Credit Agreement

Revolving

March 2030

350.0

320.0

For the AES Ohio Credit Agreement, as of March 31, 2026, there were $30.0 million in borrowings under the facility, with the remaining $320.0 million available to AES Ohio. For more information on the AES Ohio Credit Agreement, see Note 5. Debt of our Form 10-K.

CAPITAL EXPENDITURE PROGRAM

Our capital expenditure program, including development and permitting costs, for the three-year period from 2026 through 2028 is currently estimated to cost up to $1.6 billion, and includes estimates as follows:


$ in millions	2026		2027		2028		For the three-year period from 2026 through 2028
Distribution-related additions, improvements and extensions	$	151.3	$	179.6	$	203.6	$	534.5
Transmission-related additions and improvements	251.3		353.0		466.9		1,071.2


Other	9.9		9.6		4.1		23.6
Total for AES Ohio	412.5		542.2		674.6		1,629.3

Other subsidiaries	4.4		4.1		6.0		14.5
Total for DPL	$	416.9	$	546.3	$	680.6	$	1,643.8

AES Ohio's projection includes expected spending under its Smart Grid Phase 1 included in the comprehensive settlement approved by the PUCO on June 16, 2021, as well as new transmission and distribution projects. AES Ohio filed an application on November 10, 2025, to establish a Three-Year Rate Plan including distribution investments necessary to strengthen and modernize AES Ohio's infrastructure and expand support for its customers. Consistent with House Bill 15, these forecasted distribution investments will be trued up to actual investment on an annual basis. AES Ohio’s spending programs are contingent on, among other events, successful regulatory outcomes in pending proceedings. See more information in Note 2. Regulatory Matters for more information.

AES Ohio is subject to the mandatory reliability standards of NERC and ReliabilityFirst Corporation, one of the six NERC regions, of which AES Ohio is a member. Anticipated costs related to these standards are included in the overall capital projections above.

Debt Covenants

For information regarding our long-term debt covenants, see Note 6. Debt of our Form 10-K.

Credit Ratings

The following table presents, as of the filing of this report, the debt ratings and credit ratings (issuer/corporate rating) and outlook for DPL and AES Ohio.

Debt ratings

DPL Rating

AES Ohio Rating

Outlook

Fitch Ratings

BB+ (a)

BBB+ (b)

Stable

Moody's Investors Service, Inc.

Ba1 (a)

Baa1 (b)

Stable

Standard & Poor's Financial Services LLC

BB+ (a)

BBB+ (b)

Stable

Credit ratings

DPL Rating

AES Ohio Rating

Outlook

Fitch Ratings

BB+

BBB-

Stable

Moody's Investors Service, Inc.

Ba1

Baa3

Stable

Standard & Poor's Financial Services LLC

BB+

BBB-

Stable

(a) Rating relates to DPL's senior unsecured debt.

(b) Rating relates to AES Ohio’s senior secured debt.

We cannot predict whether the current debt and credit ratings of DPL or the debt and credit ratings of AES Ohio will remain in effect for any given period of time or that one or more of these ratings will not be lowered or withdrawn entirely by a rating agency. A security rating is not a recommendation to buy, sell or hold securities. Such ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. If the rating agencies were to reduce our debt or credit ratings, our borrowing costs may increase, our potential pool of investors and funding resources may be reduced, and we may be required to post additional collateral under selected contracts. These events could have an adverse effect on our results of operations, financial condition and cash flows. In addition, any such reduction in our debt or credit ratings may adversely affect the trading price of our outstanding debt securities.

Off-Balance Sheet Arrangements

For information on guarantees, commercial commitments, and contractual obligations, see PART I, ITEM 1., Note 9. Commitments and Contingencies to the Financial Statements of this Quarterly Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

The Company’s significant accounting policies are described in Note 1. Overview and Summary of Significant Accounting Policies of this report and in DPL's 2025 Form 10-K. The Company’s critical accounting estimates are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in DPL's 2025 Form 10-K. An accounting estimate is considered critical if the estimate requires management to make an assumption about matters that were highly uncertain at the time the estimate was made, if different estimates reasonably could have been used, or if changes in the estimate that would have a material impact on the Company’s financial condition or results of operations are reasonably likely to occur from period to period. Management believes that the accounting estimates employed are appropriate and resulting balances are reasonable; however, actual results could differ from the original estimates, requiring adjustments to these balances in future periods. The Company has reviewed and determined that these remain as critical accounting policies as of and for the three months ended March 31, 2026.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

DPL, under the supervision and with the participation of its management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

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

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

Our Form 10-K for the fiscal year ended December 31, 2025, and the Notes to DPL’s Consolidated Financial Statements included therein, contain descriptions of certain legal proceedings in which we are or were involved. The information in or incorporated by reference into this Item 1 to Part II is limited to certain recent developments concerning our legal proceedings and new legal proceedings, since the filing of such Form 10-K, and should be read in conjunction with such Form 10-K.

The following information is incorporated by reference into this Item: information about the legal proceedings contained in PART I, ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and PART I, ITEM 1., Note 2. Regulatory Matters and Note 9. Commitments and Contingencies of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

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

Risks Related to the Proposed AES Merger

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

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

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

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

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS


Exhibit Number	Exhibit	Location
10.1	First Amendment dated March 13, 2026 to Amended and Restated Credit Agreement, dated as of March 25, 2025, among The Dayton Power and Light Company, each lender from time to time party thereto, PNC Bank, National Association, as administrative agent, swing loan lender and an issuing lender, PNC Capital Markets LLC, as joint bookrunner and joint lead arranger, and US Bank, National Association, as an issuing lender	Exhibit 10.1 to Report on 8-K filed on March 19, 2026
31(a)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	F iled herewit h as Exhibit 31(a)
31(b)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith as Exhibit 31(b)
32(a)	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	F iled herewith as Exhibit 3 2 (a)
32(b)	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith as Exhibit 32(b)
101.INS	XBRL Instance	Filed herewith as Exhibit 101.INS
101.SCH	XBRL Taxonomy Extension Schema	Filed herewith as Exhibit 101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith as Exhibit 101.CAL
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith as Exhibit 101.DEF
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith as Exhibit 101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed herewith as Exhibit 101.PRE

SIGNATURES

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


		DPL LLC
		(Registrant)

Date:	May 5, 2026	/s/ Gustavo Garavaglia
		Gustavo Garavaglia
		President and Chief Executive Officer and Vice President and Chief Financial Officer

DPL LLC 10-Q