NI 8-K Current Reports

Financial EventsExhibits & Filings

NiSource 8-K Report, Financial Results (Oct 28, 2026)

NiSource Inc. reported third-quarter 2026 results in a press release dated October 28, 2026, furnished as Exhibit 99.1. On a GAAP basis, net income available to common shareholders for the quarter ended September 30, 2026 was $129.5 million, or $0.27 per diluted share, compared with $94.7 million, or $0.20 per diluted share, in the same period of 2025. Non-GAAP adjusted net income available to common shareholders was $130.9 million, or $0.27 of consolidated adjusted EPS, versus $91.8 million, or $0.19, a year earlier. For the nine months ended September 30, 2026, GAAP net income available to common shareholders was $685.7 million ($1.42 per diluted share), and adjusted net income was $718.1 million ($1.49 of consolidated adjusted EPS). The company narrowed its 2026 non-GAAP consolidated adjusted EPS guidance to the upper half of the $2.02-$2.07 range and introduced 2027 guidance of $2.22-$2.30. It extended its capital plan through 2033, with a seven-year consolidated total capital expenditure plan of $40.0 billion, comprising $32.0 billion of base plan capital expenditures and $8.0 billion for data center investments. The company expects 9%-10% consolidated investment base growth from 2027-2033, a consolidated non-GAAP adjusted EPS compound annual growth rate of 10%-11% for 2027-2033 (raised from prior expectations as stated in the release), and base plan adjusted EPS annual growth of 6%-8%, with 8%-10% rate base growth from 2027-2033. Management also announced an expanded agreement with Microsoft, bringing expected GenCo cost savings for existing customers to approximately $1.75 billion. The company now presents base plan adjusted EPS, which excludes the impact of data center operations and development, alongside consolidated adjusted EPS. Adjustments in the third quarter included a $6.0 million Value Captured initiative cost and a $4.0 million favorable weather impact, and for the nine months included a $21.4 million workplace continuity cost tied to the April 2026 lockout period.

Oct 28, 2026 8-K

NiSource 8-K Report, Financial Obligation (Oct 16, 2026)

NiSource Inc. (NI) disclosed in a Current Report on Form 8-K (Items 2.03 and 9.01) that its subsidiary, NiSource Generation Company LLC ("GenCo"), entered into a Battery Storage System Tolling Agreement on October 15, 2026 with Atlas Storage 1 LLC, an indirect subsidiary of AGP Capital Holdings Pte. Ltd. ("AGP Group"). Under the agreement, AGP Group will develop, construct, own and operate a 600 MWAC / 2,400 MWh stand-alone battery energy storage system interconnected to the MISO transmission system, and GenCo will supply the charging electricity at its expense and receive the economic benefits of the project's capacity, discharged energy, storage, ancillary services and environmental attributes. The delivery term is expected to be approximately twenty and a half years, starting on the commercial operation date of the project's first phase, expected by December 1, 2027. GenCo's aggregate storage payments over the delivery term are expected to be approximately $2.2 billion, and the agreement is expected to be accounted for as a finance lease obligation under FASB ASC Topic 842. This creates a direct financial obligation for the company. GenCo also receives an exclusive, irrevocable option to purchase the project at specified intervals and at the end of the delivery term. Effectiveness is conditioned on AGP Group executing an engineering, procurement and construction contract and an interconnection agreement reasonably satisfactory to AGP Group, both by January 31, 2027. The filing's forward-looking statements flag risks including regulatory approvals, supplier and contractor performance, tariffs, severe weather, and AGP Group's ability to build the project on time.

Oct 16, 2026 8-K

NiSource 8-K Report, Corporate Update (Aug 18, 2026)

NiSource Inc. filed this Form 8-K to report the closing, on August 18, 2026, of a $750,000,000 offering of its 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The sale was made under the company's Form S-3 registration statement (File No. 333-291167) pursuant to a Terms Agreement dated August 13, 2026 with Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as lead underwriters. The Notes were issued under a Subordinated Indenture dated May 16, 2024 with The Bank of New York Mellon, as supplemented by a Fourth Supplemental Indenture dated August 18, 2026. The Notes pay a fixed 6.250% coupon from August 18, 2026 until April 15, 2032, the First Reset Date. After that, the rate resets to the Five-year U.S. Treasury Rate plus a spread of 1.930%, with a floor of 6.250% per annum. Interest is payable semi-annually on April 15 and October 15, beginning April 15, 2027, and the Notes mature on April 15, 2057. The company may redeem the Notes during specified periods and upon certain ratings, tax or tax credit events, as described in the prospectus supplement. The Notes are junior subordinated obligations with an interest deferral feature. While no event of default is continuing, NiSource may defer interest for up to 20 consecutive semi-annual periods per deferral. During deferral, the company is restricted from paying common or other capital stock dividends, repurchasing capital stock, and paying on debt or guarantees ranking equal or junior to the Notes, subject to exceptions in the prospectus supplement. The company intends to use net proceeds for general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness.

Aug 18, 2026 8-K

NiSource 8-K Report, Financial Results (Aug 5, 2026)

NiSource Inc. reported second-quarter 2026 results on August 5, 2026, for the period ended June 30, 2026, as stated in an 8-K furnishing a press release (Exhibit 99.1). On a GAAP basis, net income available to common shareholders was $45.5 million, or $0.09 per diluted share, for the quarter, versus $102.2 million, or $0.22 per diluted share, a year earlier. For the six months ended June 30, 2026, GAAP net income available to common shareholders was $556.2 million, or $1.15 per diluted share, compared with $577.0 million, or $1.22, in the prior-year period. On a non-GAAP basis, second-quarter 2026 adjusted net income available to common shareholders was $77.6 million, or $0.16 of consolidated adjusted EPS, compared with $101.9 million, or $0.22, in the second quarter of 2025. For the six months, adjusted net income was $587.2 million, or $1.22 per share, versus $564.2 million, or $1.19, a year earlier. The reconciliation adds back a $16.0 million favorable weather impact to revenue, $21.4 million of workplace continuity costs tied to the April 2026 NIPSCO lockout, and $5.4 million of Value Captured initiative costs, among other items. NiSource reaffirmed its 2026 non-GAAP consolidated adjusted EPS guidance of $2.02-$2.07 and its 2026-2033 consolidated adjusted EPS compound annual growth rate target of 9%-10%. The company is continuing to execute a $28.6 billion 2026-2030 capital investment plan, comprising $21.0 billion of base capital and $7.6 billion of strategic data center infrastructure investment, and expects it to support 9%-11% rate base growth from 2026-2033. Management also highlighted regulatory approval of Amazon and Alphabet special contracts and $1.4 billion of savings for existing customers from those agreements.

Aug 5, 2026 8-K

Shareholder MattersExhibits & Filings

NiSource 8-K Report, Corporate Update (May 18, 2026)

NiSource Inc. (NI) closed the sale of $1.25 billion of senior notes on May 18, 2026. The offering consisted of $500,000,000 of 4.750% Notes due 2031 and $750,000,000 of 5.300% Notes due 2036, sold under the Company's Form S-3 registration statement (File No. 333-291167) pursuant to a Terms Agreement dated May 11, 2026 with BNP Paribas Securities Corp., BofA Securities, Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. as Lead Underwriters. The Notes were issued under a 2000 indenture with The Bank of New York Mellon as successor trustee. NiSource intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The filing does not state the interest payment terms beyond the coupon rates or disclose the offering price, underwriting discounts or net proceeds amount. The filing is largely a financing disclosure. It files the forms of the notes as Exhibits 4.1 and 4.2, an opinion of McGuireWoods LLP as Exhibit 5.1, and a related consent. Investors can view the offering as a routine refinancing and funding action, with the filing itself containing no new operating or earnings information.

May 18, 2026 8-K

NiSource 8-K Report, Shareholder Vote Results (May 12, 2026)

NiSource Inc. filed this Form 8-K to report the voting results of its Annual Meeting of Stockholders held on May 11, 2026. The matters were described in the Company's Proxy Statement filed on March 30, 2026. All 12 director nominees were elected, and both the advisory say-on-pay proposal and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026 were approved. Each director received more votes for than against. Support was strongest for Deborah A.P. Hersman, with 415,063,901 votes for and 4,818,145 against, and for John McAvoy, with 415,286,451 votes for and 4,597,930 against. Support was weakest for Kevin T. Kabat, with 405,078,618 votes for and 14,782,458 against, and for Michael E. Jesanis, with 405,424,359 votes for and 14,439,085 against. Deborah A. Henretta, with 406,215,500 votes for and 13,649,916 against, also had comparatively lower support. On the advisory executive compensation proposal, stockholders cast 398,500,583 votes for and 20,428,879 votes against, with 1,402,092 abstentions and 25,018,609 broker non-votes. On the auditor ratification, stockholders cast 419,507,200 votes for, 25,068,686 against, and 774,277 abstentions, with no broker non-votes. The filing's only financial-statement exhibit is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document.

May 12, 2026 8-K

NiSource 8-K Report, Financial Results (May 6, 2026)

NiSource Inc. reported first-quarter 2026 results for the period ended March 31, 2026, in a press release furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. On a GAAP basis, net income available to common shareholders was $510.7 million, or $1.06 per diluted share, compared with $474.8 million, or $1.00 per diluted share, in the first quarter of 2025. Non-GAAP adjusted net income available to common shareholders was $509.6 million, or $1.06 of consolidated adjusted EPS, versus $462.3 million, or $0.98, a year earlier. The company's adjustments included weather compared to normal, a tax effect on those items, and a $3.6 million excise tax refund related to a 2023 preferred stock redemption premium. NiSource reaffirmed its 2026 non-GAAP consolidated adjusted EPS guidance of $2.02 to $2.07, which it says reflects approximately 8% year-over-year growth at the midpoint. It raised its consolidated adjusted EPS compound annual growth rate outlook for 2026 through 2033 to 9% to 10%, up from the prior range stated in the release. The company introduced base plan adjusted EPS and consolidated adjusted EPS starting in 2026. Base plan figures exclude the impact of data center operations and development activities, which management says it expects to follow a different growth profile. Management highlighted its GenCo model, with cost savings for existing customers expanding to approximately $1.4 billion through new and expanded collaborations with Alphabet and Amazon. The release also flags risks tied to data center growth, including the ability to build generation and transmission assets on time and on budget, to obtain significant additional financing, and to recover investments under data center contracts, as well as the risk that customers could terminate or reduce committed capacity.

May 6, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

NiSource 8-K Report, Financial Results (Feb 11, 2026)

NiSource Inc. reported full-year 2025 results in a press release (Exhibit 99.1) dated February 11, 2026. On a GAAP basis, net income available to common shareholders was $929.5 million, or $1.95 per diluted share, compared with $739.7 million, or $1.62 per diluted share, for 2024. Non-GAAP adjusted net income available to common shareholders was $905.2 million, or $1.90 of adjusted EPS, versus $798.6 million, or $1.75, a year earlier. The company says 2025 adjusted EPS came in above its guidance range and FFO/Debt exceeded its guidance range. NiSource reaffirmed its 2026 non-GAAP consolidated adjusted EPS guidance of $2.02–$2.07 and its 2026–2033 consolidated non-GAAP adjusted EPS compound annual growth rate of 8%–9%. The company expects to invest approximately $28.0 billion from 2026–2030 under its consolidated capital plan, including nearly $7.0 billion in strategic data center infrastructure investments. That plan is expected to support consolidated rate base growth of 9%–11% from 2026 through 2033. The release highlights a landmark data center agreement with Amazon and a bill-credit arrangement that returns more than $1 billion in savings to retail customers. The company is introducing base plan adjusted EPS and consolidated adjusted EPS beginning in 2026. Base plan adjusted EPS excludes the impact of data center operations and development, while consolidated adjusted EPS combines base plan adjusted EPS with adjusted EPS from data center activities. The release notes that no GAAP reconciliation is provided for these forward-looking non-GAAP guidance measures because unpredictable items could be material.

Feb 11, 2026 8-K

NiSource 8-K Report, Material Agreement (Dec 11, 2025)

NiSource Inc. (NI) entered into a Seventh Amended and Restated Revolving Credit Agreement dated December 11, 2025, with Barclays Bank PLC as Administrative Agent and a group of co-agents and joint lead arrangers. The agreement amends and restates in its entirety the Sixth Amended and Restated Revolving Credit Agreement dated February 18, 2022, as amended August 23, 2023. The principal change is a larger and longer-dated credit facility. The facility increases by $650 million to $2.5 billion, and the termination date extends from February 18, 2027 to December 11, 2030. The sublimit for standby letters of credit rises by $25 million to $175 million. The company also raised certain dollar and materiality thresholds covering permitted liens, cross-defaults and the definition of Material Subsidiary. The agreement also eliminates provisions that would have tied adjustments to the Applicable Rate to specified environmental, social and governance key performance indicators. Apart from these changes, the filing states that the agreement substantially restates the existing credit agreement, including its representations, warranties, financial and other covenants, and events of default.

Dec 11, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

NiSource 8-K Report, Corporate Update (Nov 7, 2025)

NiSource Inc. (NI) filed this Form 8-K to report the closing on November 7, 2025 of a $1,000,000,000 offering of its 5.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The Terms Agreement was entered into on November 3, 2025 with Barclays Capital Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc. as lead underwriters, and the notes were sold under the company's Form S-3 registration statement (File No. 333-291167). The notes pay a fixed 5.750% rate until July 15, 2031, the First Reset Date, after which the rate resets to the Five-year U.S. Treasury Rate plus a 2.035% spread, with a floor of 5.750%. Interest is paid semi-annually on January 15 and July 15, beginning July 15, 2026, and the notes mature July 15, 2056. The company may defer interest for up to 20 consecutive semi-annual periods, and during any deferral it is restricted from paying common or other capital stock dividends, redeeming capital stock, and making payments on equal or junior ranking debt and guarantees, subject to exceptions described in the prospectus supplement. The company states it intends to use net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The notes were issued under a Subordinated Indenture dated May 16, 2024 with The Bank of New York Mellon, as supplemented by a Third Supplemental Indenture dated November 7, 2025.

Nov 7, 2025 8-K

NiSource 8-K Report, Material Agreement (Oct 31, 2025)

On October 31, 2025, NiSource Inc. (NYSE: NI) entered into eleven separate equity distribution agreements with a group of banks acting as sales agents and forward sellers, establishing a new at-the-market (ATM) equity offering program. The program allows the Company to offer and sell up to an aggregate gross sales price of $1,500,000,000 of its common stock, par value $0.01 per share, through December 31, 2028. The Company has no obligation to sell any shares, and actual sales will depend on market conditions, the trading price of the common stock and the Company's determination of appropriate funding sources. Commissions of up to 2% of gross sales prices are payable to the agents, and the same commission rate applies to forward sales. The program also allows the Company to enter into forward sale agreements with the banks or their affiliates acting as forward purchasers. Under these agreements, the Company will not initially receive proceeds from the forward sellers' sales of borrowed shares. Proceeds would be received upon physical settlement, though the Company may elect cash or net share settlement, in which case it may receive no proceeds or may owe cash or shares. The forward sale price is subject to a floating interest rate factor and reductions for expected dividends. According to the press release, the new program supersedes a $900,000,000 ATM program established on February 22, 2024, and includes approximately $47.5 million of previously unsold common stock under that program. The Company also delivered a termination notice on October 30, 2025 for the earlier equity distribution agreements. The Company states it intends to use any net proceeds for general corporate purposes, including financing capital expenditures, working capital and repayment of existing indebtedness. The shares will be issued under an automatic shelf registration statement filed October 30, 2025. The filing also includes a McGuireWoods LLP legality opinion as an exhibit.

Oct 31, 2025 8-K

NiSource 8-K Report, Financial Results (Oct 29, 2025)

NiSource Inc. (NYSE: NI) reported third-quarter 2025 results for the period ended September 30, 2025, furnished as Exhibit 99.1 to this Item 2.02 filing. On a GAAP basis, net income available to common shareholders was $94.7 million, or $0.20 per diluted share, for the three months ended September 30, 2025, versus $85.7 million, or $0.19 per diluted share, a year earlier. Non-GAAP adjusted net income available to common shareholders was $91.8 million, or $0.19 of adjusted EPS, compared with $89.9 million, or $0.20, in the prior-year quarter. For the nine months ended September 30, 2025, GAAP net income was $671.7 million ($1.42 per diluted share) and adjusted net income was $656.0 million ($1.38 adjusted EPS). NiSource reaffirmed the upper half of its 2025 non-GAAP adjusted EPS guidance of $1.85-$1.89 and introduced 2026 non-GAAP consolidated adjusted EPS guidance of $2.02-$2.07. The company extended its base plan non-GAAP adjusted EPS annual growth guidance of 6%-8% through 2026-2030, supported by $21.0 billion in base plan capital expenditures and 8%-10% rate base growth from 2026 to 2030. It also introduced a 2026-2033 consolidated non-GAAP adjusted EPS compound annual growth rate of 8%-9% and a consolidated capital expenditure plan of $28.0 billion, which includes nearly $7.0 billion of strategic data center investment and is approximately $8.6 billion more than the prior five-year plan. Management stated that the GenCo project has been approved and a new data center agreement is in place, and it described the plan as protecting customers from large-load development costs. The company also said it will begin presenting base plan and consolidated adjusted EPS starting in 2026, with base plan guidance excluding data center operations and development activities in NIPSCO's Indiana service territory. The release notes that data center earnings are expected to follow a different growth profile than the base business.

Oct 29, 2025 8-K

NiSource 8-K Report, Regulation FD Disclosure (Sep 22, 2025)

NiSource Inc. disclosed under Item 7.01 (Regulation FD) that its subsidiary Northern Indiana Public Service Company LLC (NIPSCO) entered into an agreement on September 18, 2025 with a large, investment grade company (the Customer) to provide electric service to the Customer's data centers. The Contract involves a capacity commitment beginning in 2027 and increasing annually through the end of 2032. The agreement will be submitted to the Indiana Utility Regulatory Commission (IURC) for approval, and it will include a mechanism to flow savings back to retail customers for use of the existing system beginning in 2027. To meet demand under the Contract, NIPSCO Generation LLC, another NiSource subsidiary, expects to construct new dispatchable generation and has entered into engineering, procurement, and construction contracts and equipment supply contracts for that purpose. The company expects to finance the project through a combination of debt and equity, which may include minority equity investments in subsidiaries, and may also pursue other funding sources, structures, or partnerships. NiSource expects to provide additional details on the Contract, including an updated financial plan reflecting its financial ramifications, with its earnings conference call and Form 10-Q for the quarter ending September 30, 2025. The filing contains no quantified financial figures for the Contract's revenue, cost, or capital requirements.

Sep 22, 2025 8-K

NiSource 8-K Report, Financial Results (Aug 6, 2025)

NiSource Inc. (NYSE: NI) reported second-quarter 2025 results in a press release dated August 6, 2025, furnished as Exhibit 99.1 to this Item 2.02 filing. On a GAAP basis, net income available to common shareholders for the three months ended June 30, 2025 was $102.2 million, or $0.22 per diluted share, compared with $85.8 million, or $0.19 per diluted share, in the same period of 2024. For the six months ended June 30, 2025, GAAP net income available to common shareholders was $577.0 million, or $1.22 per diluted share, versus $430.1 million, or $0.95 per diluted share, a year earlier. On a non-GAAP adjusted basis, second-quarter 2025 adjusted net income available to common shareholders was $101.9 million, or $0.22 adjusted EPS, compared with $94.7 million, or $0.21, in 2024. Six-month adjusted net income was $564.2 million, or $1.19 adjusted EPS, versus $477.5 million, or $1.06, in the prior year. The company's adjustments in the reconciliation primarily reflect weather compared to normal, with the six-month 2025 weather adjustment shown as a $(17.1) million impact to operating revenues. Looking forward, NiSource narrowed its 2025 non-GAAP adjusted EPS guidance to the upper half of $1.85-$1.89 and reaffirmed expected annual non-GAAP adjusted EPS growth of 6%-8% and rate base growth of 8%-10% for 2025-2029. The company cites $19.4 billion of capital expenditures planned for the 2025-2029 period as the driver of this growth outlook.

Aug 6, 2025 8-K

Shareholder MattersExhibits & Filings

NiSource 8-K Report, Corporate Update (Jun 27, 2025)

NiSource Inc. filed a Form 8-K on June 27, 2025 under Item 8.01 (Other Events) to report the closing of a debt offering of senior notes. On June 23, 2025, the company entered into a Terms Agreement with a group of lead underwriters (BMO Capital Markets Corp., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc.) for $900,000,000 of 5.350% Notes due 2035 and $750,000,000 of additional 5.850% Notes due 2055. The sale closed on June 27, 2025, and the filing states that the company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The 2055 Notes are a further issuance of the 5.850% Notes due 2055 that NiSource first issued on March 27, 2025 in the same $750,000,000 amount. Following this issuance, the aggregate principal amount of outstanding 5.850% Notes due 2055 is $1,500,000,000. The notes were issued under a 2000 indenture, as amended and supplemented, with The Bank of New York Mellon as successor trustee, and the offering was made under the company's Form S-3 registration statement (File No. 333-268084). For investors, the filing is primarily a financing disclosure: it documents roughly $1.65 billion of new long-term debt capacity raised in the aggregate, with the stated purpose of funding capital spending, working capital and debt refinancing. The filing itself does not provide financial results, guidance or balance sheet totals.

Jun 27, 2025 8-K

NiSource 8-K Report, Shareholder Vote Results (May 13, 2025)

NiSource Inc. filed a Form 8-K reporting the results of its Annual Meeting of Stockholders held on May 12, 2025. Stockholders elected all 12 director nominees, including Peter A. Altabef, Sondra L. Barbour, Theodore H. Bunting, Jr., Eric L. Butler, Deborah A. Henretta, Deborah A.P. Hersman, Michael E. Jesanis, William D. Johnson, Kevin T. Kabat, Cassandra S. Lee, John McAvoy, and Lloyd M. Yates. Each nominee received substantially more votes for than against, though Kevin T. Kabat drew the largest number of votes against (17,372,094). Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, with 390,097,828 votes for and 14,074,664 against. They also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025, with 410,717,093 votes for, 21,279,058 against, and 692,223 abstentions. A stockholder proposal requesting support for a special shareholder meeting improvement was not approved. It received 140,448,169 votes for, 265,156,941 against, and 1,842,974 abstentions, with 25,240,290 broker non-votes. The filing also lists Exhibit 104, the cover page Interactive Data File embedded in the Inline XBRL document.

May 13, 2025 8-K

NiSource 8-K Report, Financial Results (May 7, 2025)

NiSource Inc. filed this Form 8-K on May 7, 2025 under Item 2.02 (Results of Operations and Financial Condition), furnishing a press release dated the same day as Exhibit 99.1 announcing first quarter 2025 results for the period ended March 31, 2025. On a GAAP basis, net income available to common shareholders was $474.8 million, or $1.00 per diluted share, compared with $344.3 million, or $0.77 per diluted share, in the first quarter of 2024. On a non-GAAP adjusted basis, net income available to common shareholders was $462.3 million, or $0.98 per share, versus $382.8 million, or $0.85 per share, a year earlier. The adjusted figures exclude a weather-related revenue adjustment of $(16.8) million in 2025 compared with $32.9 million in 2024, and in 2024 also a $14.0 million preferred dividend redemption premium. NiSource reaffirmed its 2025 non-GAAP adjusted EPS guidance of $1.85 to $1.89, along with 8% to 10% rate base growth and 6% to 8% annual non-GAAP adjusted EPS growth for the 2025 to 2029 period. CEO Lloyd Yates said the first quarter results demonstrate the company's business fundamentals and that the long-term plan remains intact despite market conditions. The press release describes NiSource as a fully regulated utility serving approximately 3.3 million natural gas customers and 500,000 electric customers across six states through its Columbia Gas and NIPSCO brands. The filing highlights risk factors including data center growth, aging infrastructure, cybersecurity, regulatory outcomes and credit ratings, all of which are detailed in the company's Form 10-K for 2024 and subsequent 10-Q filings. The 8-K itself is a short notice; the full earnings presentation and segment information are available on the company's investor website.

May 7, 2025 8-K

NiSource 8-K Report, Corporate Update (Mar 27, 2025)

On March 27, 2025, NiSource Inc. closed the sale of $750,000,000 aggregate principal amount of its 5.850% Notes due 2055. The offering was made under the Company's Registration Statement on Form S-3 (File No. 333-268084). The Company entered into a Terms Agreement on March 20, 2025 with Barclays Capital Inc., BofA Securities, Inc., KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters. The Terms Agreement incorporates the provisions of an Underwriting Agreement dated November 30, 2017. The Notes were issued under an Indenture dated November 14, 2000, between the Company, as issuer and successor-in-interest to NiSource Finance Corp., and The Bank of New York Mellon, as successor trustee, as amended and supplemented. The Company stated that it intends to use the net proceeds for general corporate purposes, including to finance capital expenditures, for working capital and to repay existing indebtedness. The filing is a notice of a debt issuance under Item 8.01 (Other Events). It attaches the form of Notes as Exhibit 4.1 and a McGuireWoods LLP legal opinion as Exhibit 5.1, with a related consent as Exhibit 23.1. The filing does not disclose financial results, guidance or other operating information.

Mar 27, 2025 8-K

NiSource 8-K Report, Financial Results (Feb 12, 2025)

NiSource Inc. reported full-year 2024 results on February 12, 2025, furnished via Item 2.02 with a press release attached as Exhibit 99.1. On a GAAP basis, net income available to common shareholders was $739.7 million, or $1.62 per diluted share, compared with $661.7 million, or $1.48 per diluted share, in 2023. Non-GAAP adjusted net income available to common shareholders was $798.6 million, or $1.75 adjusted EPS, versus $716.3 million, or $1.60, in the prior year, and the company states 2024 adjusted EPS was above its guidance range. Management raised its 2025 non-GAAP adjusted EPS guidance to $1.85-$1.89 and reaffirmed expected annual 6%-8% non-GAAP adjusted EPS growth for 2025-2029. The base capital expenditure plan was increased to $19.4 billion, a $100 million increase from the prior $19.3 billion, which the company expects to drive 8%-10% rate base growth. The CEO cited an 8.5% three-year compound annualized growth rate in 2024 adjusted EPS. The press release notes that weather variance compared to normal contributed $60.4 million to 2024 operating revenue adjustments (versus $60.6 million in 2023), and that the company does not provide GAAP guidance for adjusted EPS because of unpredictable factors such as weather, asset sales and impairments.

Feb 12, 2025 8-K

NiSource 8-K Report, Executive Changes (Jan 24, 2025)

NiSource Inc. filed this Form 8-K on January 24, 2025 to disclose a one-time equity award to Michael Luhrs, Executive Vice President, Strategy Risk and Chief Commercial Officer. The Compensation and Human Capital Committee of the Board granted the award on January 22, 2025. The award is valued at $2 million on the grant date and consists of 52,938 restricted stock units. The restricted stock units vest in installments: 33% on January 22, 2026, 33% on January 22, 2027, and 34% on January 22, 2028. The award also vests upon certain separations from service. The filing states that the form of award agreement is attached as Exhibit 10.1, which is incorporated by reference from the company's Form 8-K filed on January 26, 2024. The filing reports no financial results, operating metrics, or guidance. For investors, the filing is a compensation disclosure tied to retention of a senior commercial executive through staggered multi-year vesting.

Jan 24, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

NiSource 8-K Report, Financial Results (Oct 30, 2024)

NiSource Inc. reported third-quarter 2024 results on October 30, 2024, in a press release attached as Exhibit 99.1. GAAP net income available to common shareholders was $85.7 million, or $0.19 per diluted share, versus $77.0 million, or $0.17, in the same period of 2023. Non-GAAP adjusted net income available to common shareholders was $89.9 million, or $0.20 per share, versus $83.7 million, or $0.19, a year earlier. For the nine months ended September 30, 2024, GAAP net income available to common shareholders was $515.8 million, or $1.14 per diluted share, and adjusted net income was $567.4 million, or $1.26 per share, compared with $1.07 adjusted EPS in the prior-year period. The company reaffirmed its 2024 non-GAAP adjusted EPS guidance of $1.70-1.74 and introduced 2025 adjusted EPS guidance of $1.84-1.88. It extended its plan through 2029, expecting adjusted EPS growth of 6-8% annually, supported by a $19.3 billion capital expenditure base plan for 2025-2029 and 8-10% rate base growth over the same period. The new capital plan is approximately $2.9 billion larger than the prior five-year plan. CEO Lloyd Yates cited progress in rate cases, advancing NIPSCO Integrated Resource Plan dialogue, and approvals for several Indiana investments intended to improve reliability and lower customer costs. The filing notes that the company does not provide GAAP guidance for adjusted EPS because of unpredictable factors such as weather, asset sales, impairments, and other unusual or infrequent items. Schedule 1 of the press release reconciles GAAP to non-GAAP results, showing weather-related operating revenue adjustments of $5.6 million for the quarter and $50.6 million for the nine months, and preferred dividend redemption premiums of $14.0 million for the nine months of 2024.

Oct 30, 2024 8-K

NiSource 8-K Report, Rights Modification (Oct 22, 2024)

NiSource Inc. filed this Form 8-K on October 22, 2024 to report governance housekeeping rather than financial results. Under Items 3.03 and 5.03, the company disclosed that on October 21, 2024 it filed two Certificates of Elimination with the Delaware Secretary of State. The first removes all matters tied to its Series C Mandatory Convertible Preferred Stock, which, as previously disclosed, was deemed automatically transferred to the company, retired and canceled on December 1, 2023, with all holder rights terminated. The second removes the Series A Junior Participating Preferred Stock designation, which was reserved under a former shareholder rights plan that formally expired in 2010 and under which no shares were ever issued or outstanding. The company also adopted amended and restated bylaws effective October 21, 2024 following a periodic review. The changes update provisions on stockholder meeting adjournment, the stockholder list, proxies and advance notice requirements for director nominations and other business, align certain provisions with recent Delaware law developments, and require director candidates to be available for interview by the Board. The filing also includes an amended and restated Articles of Incorporation through October 21, 2024 as an exhibit. For investors, the filing carries no direct financial impact and reports no new financing, earnings or operating results. Its main significance is cleaning up the capital structure documents and refreshing corporate governance procedures.

Oct 22, 2024 8-K

NiSource 8-K Report, Corporate Update (Sep 9, 2024)

NiSource Inc. closed the sale of $500 million aggregate principal amount of its 6.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on September 9, 2024. The offering was made under the company's Form S-3 registration statement (File No. 333-268084), with BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co, LLC and Wells Fargo Securities, LLC acting as underwriters under a Terms Agreement dated September 3, 2024. The notes bear interest at 6.375% per annum from September 9, 2024 until March 31, 2035. From March 31, 2035, the rate resets during each reset period to the five-year U.S. Treasury Rate plus a spread of 2.527%. Interest is payable semi-annually on March 31 and September 30, beginning March 31, 2025, and the notes mature on March 31, 2055. The company may redeem the notes during specified periods and upon certain ratings or tax events, as described in the prospectus supplement. The notes are junior subordinated obligations with an optional interest deferral feature. While no event of default is continuing, NiSource may defer interest for one or more periods of up to 20 consecutive semi-annual interest payment periods each. During any deferral, the company is restricted from paying dividends on its common stock or other capital stock, redeeming capital stock, and paying on debt or guarantees that rank equally with or junior to the notes, subject to certain exceptions. The company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness.

Sep 9, 2024 8-K

NiSource 8-K Report, Financial Results (Aug 7, 2024)

NiSource Inc. filed an 8-K on August 7, 2024 furnishing its press release reporting results for the quarter and six months ended June 30, 2024. For the second quarter, GAAP net income available to common shareholders was $85.8 million, or $0.19 per diluted share, up from $39.9 million, or $0.09, a year earlier. Non-GAAP adjusted net income available to common shareholders was $94.7 million, or $0.21 per share, compared with $50.3 million, or $0.11, in the prior-year quarter. Weather compared to normal added $12.1 million to second-quarter operating revenues, versus $5.9 million in 2023. For the first six months of 2024, GAAP diluted EPS was $0.95 versus $0.80, and adjusted EPS was $1.06 versus $0.88. The company reaffirmed its 2024 adjusted EPS guidance of $1.70 to $1.74, its 2023-2028 adjusted EPS growth target of 6-8% annually, and its 8-10% annual rate base growth for the 2023-2028 period. The 2024-2028 base capital expenditure plan is $16.4 billion. Management highlighted the in-service of the Cavalry Solar & Storage project during the quarter, progress on capital trackers and renewable project approvals, and the response to a July windstorm in the Indiana service area. The release also notes that the company changed its non-GAAP terminology from net operating earnings to adjusted net income beginning in the first quarter of 2024, with calculations unchanged.

Aug 7, 2024 8-K

NiSource 8-K Report, Corporate Update (Jun 24, 2024)

NiSource Inc. disclosed in this Form 8-K that it sold $600 million aggregate principal amount of its 5.200% Notes due 2029. The sale was made under a Terms Agreement dated June 17, 2024, with Barclays Capital Inc., BNP Paribas Securities Corp., KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc. acting as representatives of the underwriters, and the sale closed on June 24, 2024. The Notes were issued under the company's Registration Statement on Form S-3 (File No. 333-268084) and an Indenture dated November 14, 2000, with The Bank of New York Mellon as successor trustee. The company stated that it intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital, and repaying existing indebtedness. The filing is a debt financing disclosure and does not report operating results, earnings or changes in guidance. The filing also includes a legal opinion from McGuireWoods LLP (Exhibit 5.1) and the form of Notes (Exhibit 4.1), and it incorporates forward-looking statement cautions tied to the company's 2023 Form 10-K and subsequent SEC filings.

Jun 24, 2024 8-K

Shareholder MattersExhibits & Filings

NiSource 8-K Report, Corporate Update (May 16, 2024)

NiSource Inc. disclosed under Item 8.01 that it completed the sale of $500,000,000 aggregate principal amount of its 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054. The Terms Agreement was entered into on May 13, 2024 with BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of the underwriters, and the sale closed on May 16, 2024. The notes were offered under the company's Form S-3 registration statement (File No. 333-268084). The notes accrue interest at 6.950% per annum from May 16, 2024 until November 30, 2029, after which they reset every reset period to the Five-year U.S. Treasury Rate plus a spread of 2.451%. Interest is payable semi-annually in arrears on May 30 and November 30, beginning November 30, 2024, and the notes mature on November 30, 2054. The company may redeem some or all of the notes during specified periods and upon certain ratings or tax events, as described in the prospectus supplement dated May 13, 2024. The notes were issued under a Subordinated Indenture dated May 16, 2024 with The Bank of New York Mellon, as trustee, as supplemented by a First Supplemental Indenture of the same date. The company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The filing attaches the form of notes, the indentures, and legal opinions from McGuireWoods LLP.

May 16, 2024 8-K

NiSource 8-K Report, Shareholder Vote Results (May 13, 2024)

NiSource Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders held on May 13, 2024, as described in the Company's Proxy Statement filed on April 1, 2024. Stockholders elected all 12 director nominees, including Peter A. Altabef, Sondra L. Barbour, Theodore H. Bunting, Jr., Eric L. Butler, Deborah A. Henretta, Deborah A.P. Hersman, Michael E. Jesanis, William D. Johnson, Kevin T. Kabat, Cassandra S. Lee, John McAvoy, and Lloyd M. Yates. Kabat received the fewest votes for his election, at 341,727,766 for and 17,753,124 against. Stockholders approved three of the five proposals. The advisory vote on named executive officer compensation passed with 347,388,459 votes for and 11,849,767 against. The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2024 received 374,754,012 votes for and 16,279,389 against. The amended and restated Employee Stock Purchase Plan, which increases the number of shares available under the plan, was approved with 356,921,401 votes for and 2,656,683 against. A stockholder proposal asking the Board to amend the bylaws to require stockholder approval of director compensation was not approved, receiving 8,164,688 votes for and 350,185,104 against. The filing reports broker non-votes of 31,504,507 on the director election, the advisory compensation vote, the stock purchase plan proposal, and the stockholder proposal. The Form 8-K otherwise contains routine governance disclosure under Item 5.07, along with an Exhibit 104 cover page interactive data file under Item 9.01.

May 13, 2024 8-K

NiSource 8-K Report, Financial Results (May 8, 2024)

NiSource Inc. reported first quarter 2024 results on May 8, 2024, as stated in its Form 8-K under Item 2.02, with the full press release attached as Exhibit 99.1. On a GAAP basis, net income available to common shareholders for the three months ended March 31, 2024 was $344.3 million, or $0.77 per diluted share, compared with $319.2 million, or $0.71 per diluted share, in the same period of 2023. On a non-GAAP adjusted basis, net income available to common shareholders was $382.8 million, or $0.85 per share, versus $343.0 million, or $0.77 per share, a year earlier. The reconciliation adds back weather compared to normal ($32.9 million pre-tax in 2024) and a $14.0 million preferred dividend redemption premium tied to the redemption of Series B Preferred Stock. Management reaffirmed 2024 adjusted EPS guidance of $1.70 to $1.74, as well as annual adjusted EPS growth of 6% to 8% and annual rate base growth of 8% to 10% for the 2023-2028 period. The 2024-2028 base capital expenditure plan was raised to $16.4 billion, a $400 million increase from the prior $16 billion. CEO Lloyd Yates stated that this increase is being funded without incremental equity issuance, which he cited as evidence of an improving balance sheet and greater financial flexibility. The company also noted a change in its non-GAAP terminology beginning in the first quarter of 2024, replacing 'net operating earnings' and 'net operating EPS' with 'adjusted net income' and 'adjusted EPS.' The company states this is a name change only, with calculations unchanged from prior periods. The press release describes NiSource as one of the largest fully regulated utilities in the United States, serving approximately 3.3 million natural gas customers and 500,000 electric customers across six states through its Columbia Gas and NIPSCO brands.

May 8, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

NiSource 8-K Report, Executive Changes (Mar 19, 2024)

NiSource Inc. reported on its Form 8-K filed March 19, 2024 that director Aristides S. Candris retired from the Board effective March 19, 2024, with no disagreement with the Company on operations, policies or practices. The same day, the Board appointed John McAvoy as a director effective immediately. Mr. McAvoy, 63, most recently served as President and Chief Executive Officer of Consolidated Edison, Inc. and Chief Executive Officer of Consolidated Edison Company of New York, Inc. from December 2013 through December 28, 2020, and retired from the ConEdison board in May 2023 after forty-three years with that company. He was also named to the Compensation and Human Capital Committee and the Safety, Operations, Regulatory and Policy Committee, and will stand for election at the 2024 Annual Meeting of Stockholders. For compensation, Mr. McAvoy will receive the standard non-employee director annualized retainer of $275,000, consisting of $110,000 in cash and restricted stock units valued at $165,000 at the time of award. The form of the restricted stock unit award agreement was previously filed as Exhibit 10.20 to the Company's 2023 Form 10-K. The filing is primarily a board-composition change with no financial results, guidance or transaction disclosures. The accompanying press release (Exhibit 99.1) describes Mr. Candris as a director since 2012 and highlights NiSource's 2022 API Recommended Practice 1173 Safety Management System certification, which the Board chair cited as part of Mr. Candris's commitment to safety. The company describes itself as serving approximately 3.3 million natural gas customers and 500,000 electric customers across six states through its Columbia Gas and NIPSCO brands.

Mar 19, 2024 8-K

NiSource 8-K Report, Rights Modification (Mar 18, 2024)

NiSource Inc. filed a Current Report on Form 8-K dated March 18, 2024, describing the elimination of preferred stock terms from its corporate charter. On March 18, 2024, the Company filed a Certificate of Elimination with the Delaware Secretary of State to remove all matters set forth in the Certificates of Designations for its 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (Series B Preferred Stock) and its Series B-1 Preferred Stock (Series B-1 Preferred Stock) from its Amended and Restated Certificate of Incorporation. The filing states that all outstanding shares of both series were redeemed on March 15, 2024, at a redemption price of $25,000 per share for the Series B Preferred Stock and $0.01 per share for the Series B-1 Preferred Stock. Following the redemptions, dividends ceased to accrue on the Series B Preferred Stock, and the shares of both series are no longer deemed outstanding. Holders' rights terminated, except for the right to receive the applicable redemption price, without interest. For investors, the filing is administrative in nature and reflects the completion of the redemption of these preferred securities. It indicates that the holders of these series no longer have ongoing dividend or other rights beyond receiving the redemption payment. The filing also lists a Certificate of Elimination as Exhibit 3.1 and an Inline XBRL cover page as Exhibit 104.

Mar 18, 2024 8-K

NiSource 8-K Report, Executive Changes (Mar 15, 2024)

NiSource Inc. filed this Form 8-K on March 15, 2024 to report a leadership departure. Under Item 5.02, Donald Brown, Executive Vice President and Chief Innovation Officer, will leave the Company effective on or before May 1, 2024 (the Separation Date), with his last day of employment expected to be April 1, 2024. As previously reported on February 19, 2024, Mr. Brown informed the Company of his departure. Mr. Brown entered into a Separation Agreement dated March 15, 2024. Under its terms, he will receive a lump sum payment equal to his annual salary plus 130% of the cost of 52 weeks of COBRA coverage, conditioned on signing a release of claims in favor of the Company. The filing states these terms are consistent with the NiSource Inc. Executive Severance Policy, described in the Company's proxy statement filed April 12, 2023. For investors, this filing is an executive transition disclosure rather than a financial report. It contains no financial results or dollar amounts for the Company's operations. The full Separation Agreement is filed as Exhibit 10.1, which governs the complete terms.

Mar 15, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

NiSource 8-K Report, Corporate Update (Mar 14, 2024)

NiSource Inc. filed this Form 8-K on March 14, 2024 under Item 8.01 (Other Events) to disclose a debt offering. On March 11, 2024, the company entered into a Terms Agreement with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters, for the sale of $650,000,000 aggregate principal amount of its 5.350% Notes due 2034. The offering was made under the company's Form S-3 registration statement (File No. 333-268084), and the sale closed on March 14, 2024. The Notes were issued under a November 14, 2000 Indenture with The Bank of New York Mellon, as successor trustee. NiSource intends to use the aggregate net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The filing attaches the form of the Notes (Exhibit 4.1) and a legal opinion from McGuireWoods LLP (Exhibit 5.1), with the consent included in Exhibit 5.1. For investors, the filing is a routine capital-markets disclosure that adds $650 million of fixed-rate senior notes maturing in 2034 to the company's debt. The filing does not disclose earnings, operating results or other financial performance data.

Mar 14, 2024 8-K

NiSource 8-K Report, Material Agreement (Feb 22, 2024)

On February 22, 2024, NiSource Inc. entered into eight separate equity distribution agreements with a group of sales agents and forward purchasers to establish an at-the-market (ATM) equity offering program. The program allows NiSource to offer and sell shares of its common stock with an aggregate gross sales price of up to $900,000,000 through December 31, 2025, from time to time, at the company's discretion. The shares are being issued under an automatic shelf registration statement filed November 1, 2022, supplemented by a prospectus supplement dated February 22, 2024. The program can be used directly through the agents or through forward sale agreements under Master Forward Sale Confirmations with affiliated forward purchasers. Under forward sales, the company initially receives no proceeds from borrowed shares sold by a forward seller; proceeds would come only upon future physical settlement, and the company may instead elect cash or net share settlement, which could result in no proceeds or an obligation to deliver cash or shares. Agents receive commissions of up to 2% of sales prices, and forward sellers receive commissions of up to 2% through a reduced initial forward sale price. Per the accompanying press release, NiSource intends to use any net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. Investors should note that the company has no obligation to sell any shares, and actual sales will depend on market conditions, the trading price of the common stock and the company's funding determinations.

Feb 22, 2024 8-K

NiSource 8-K Report, Financial Results (Feb 21, 2024)

NiSource Inc. (NYSE: NI) reported full-year 2023 GAAP net income available to common shareholders of $661.7 million, or $1.48 per diluted share, compared with $749.0 million, or $1.70 per diluted share, in 2022. On a non-GAAP basis, net operating earnings available to common shareholders (NOEPS) were $716.3 million, or $1.60 per diluted share, up from $648.2 million, or $1.47, in 2022. The company said 2023 non-GAAP NOEPS reached the top end of its guidance range. Management raised its 2024 non-GAAP NOEPS guidance to $1.70-1.74 from $1.68-1.72 and reaffirmed expected annual non-GAAP NOEPS growth of 6-8% for 2023-2028. It tied this outlook to a 5-year $16 billion base capital expenditure plan, which it said drives annual rate base growth of 8-10% over 2023-2028, with core business rate base growth in select years possibly exceeding that range. The company also said it successfully closed the NIPSCO minority interest transaction in December 2023, which it described as strengthening and adding flexibility to the balance sheet. For the fourth quarter of 2023, GAAP net income available to common shareholders was $225.6 million, or $0.50 per diluted share, versus $230.8 million, or $0.52, in the fourth quarter of 2022. Non-GAAP net operating earnings for the quarter were $239.3 million, or $0.53 per diluted share, compared with $221.0 million, or $0.50. The filing furnishes the results in a press release (Exhibit 99.1) dated February 21, 2024.

Feb 21, 2024 8-K

NiSource 8-K Report, Executive Changes (Feb 20, 2024)

NiSource Inc. filed this Current Report on Form 8-K, dated February 20, 2024 (event date February 19, 2024), to disclose an executive officer departure. The filing reports that Donald Brown informed the Company on February 19, 2024 that he will leave his position as Executive Vice President and Chief Innovation Officer, effective on or before May 1, 2024 (the Separation Date). The report contains no financial results, operating metrics, guidance, or dollar figures. Its only substantive disclosure is the leadership change, which is reported under Item 5.02 (Departure of Directors or Certain Officers). The Company states it will file subsequent disclosure once the terms of the separation are finalized, so details such as severance or compensation arrangements are not yet available in this filing. For investors, the event is a routine executive transition with no stated financial impact. The key items to monitor are the follow-up 8-K on separation terms and any announcement of a successor or reassignment of the innovation function.

Feb 20, 2024 8-K

NiSource 8-K Report, Corporate Update (Feb 9, 2024)

NiSource Inc. filed a Form 8-K on February 9, 2024 under Item 8.01 (Other Events) to announce that it will redeem all outstanding shares of its 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock and its Series B-1 Preferred Stock, along with the corresponding depositary shares, on March 15, 2024 (the Redemption Date). The redemption details are set out in a news release attached as Exhibit 99.1, which is incorporated by reference. The depositary shares (NYSE: NI PR B), of which 20,000,000 are outstanding, each represent a 1/1,000th interest in one share of Series B Preferred Stock and one share of Series B-1 Preferred Stock. They will be redeemed at $25.00001 per depositary share. This price does not include accumulated and unpaid dividends. Previously declared dividends of $0.40625 per depositary share for the period from December 15, 2023 to March 15, 2024 will be paid separately on March 15, 2024 to holders of record on February 23, 2024. Dividends stop accumulating on the Redemption Date. For investors, the filing is a notice of a capital-structure action: preferred holders will receive the redemption price plus the final quarterly dividend, and the depositary shares will be retired through DTC, with Computershare Trust Company, N.A. acting as redemption agent. The filing also describes NiSource as one of the largest fully-regulated utilities in the United States, serving approximately 3.3 million natural gas customers and 486,000 electric customers across six states through its Columbia Gas and NIPSCO brands.

Feb 9, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

NiSource 8-K Report, Executive Changes (Jan 26, 2024)

On January 25, 2024, the independent members of NiSource Inc.'s Board, acting on the recommendation of the Compensation and Human Capital Committee, approved a total target direct compensation amount of $10.645 million for Lloyd Yates, President and Chief Executive Officer. The package raises his salary from $1.05 million to $1.15 million, increases his target short-term incentive opportunity from 115% to 130%, and increases his target long-term incentive opportunity from $5.0 million to $8.0 million. The filing states that the short-term incentive and a portion of the long-term incentive are subject to performance criteria, including financial, operational excellence, safety and other metrics. The Committee cited Mr. Yates's transformative leadership since his appointment and alignment with the market for the company's peer group. Separately, on January 24, 2024, the Committee granted Shawn Anderson, Executive Vice President and Chief Financial Officer, a one-time award valued at $2 million on the grant date, consisting of 79,428 restricted stock units. The filing states that the award vests 33% on January 24, 2025, 33% on January 24, 2026 and 34% on January 24, 2027, and also vests in connection with certain separations from service. The filing attaches forms of award agreements for the CEO's long-term incentive awards (Exhibits 10.1 and 10.2) and for Mr. Anderson's restricted stock unit award (Exhibit 10.3).

Jan 26, 2024 8-K

NiSource 8-K Report, Material Agreement (Jan 2, 2024)

NiSource Inc. reported on Form 8-K that it closed on December 31, 2023 the issuance of a 19.9% indirect equity interest in its wholly-owned subsidiary Northern Indiana Public Service Company LLC (NIPSCO) to BIP BLUE BUYER L.L.C., an affiliate of Blackstone Infrastructure Partners. The investor paid $2,161,940,000 in cash as a capital contribution into NIPSCO Holdings II LLC, and NiSource retains an 80.1% controlling indirect equity interest in NIPSCO. Under the Amended and Restated LLC Agreement entered into at closing, the investor will provide up to $250,000,000 in additional capital contributions over three years, backed by an Equity Commitment Letter from an affiliate. The investor may appoint two of seven Board directors while it holds at least a 17.5% Percentage Interest, and the agreement includes investor approval rights over certain major actions, along with exit rights and transfer provisions. According to the press release furnished as Exhibit 99.1, NiSource intends to use the capital to support NIPSCO's growth, strengthen its balance sheet, and fund capital needs tied to the renewable generation transition, and it reaffirmed its consolidated credit, earnings and growth commitments through 2028.

Jan 2, 2024 8-K

Material AgreementsShareholder MattersExhibits & Filings

NiSource 8-K Report, Material Agreement (Dec 18, 2023)

NiSource Inc. disclosed on December 18, 2023 that it entered into a Fourth Supplemental Indenture with The Bank of New York Mellon, as trustee, governing its outstanding 7.99% Medium-Term Notes due 2027 and 6.78% Senior Notes due 2027. The amendment gives effect to consents from holders of $27,500,000 in aggregate principal amount (representing 94.83% of the aggregate principal amount) of the 7.99% Notes and $3,000,000 in aggregate principal amount (representing 100% of the aggregate principal amount) of the 6.78% Notes, obtained through a consent solicitation statement dated November 7, 2023 and subsequent notices of extension dated November 16, 2023 and November 30, 2023. The consent solicitation sought a waiver of certain Indenture terms that could otherwise trigger a default in connection with the previously announced acquisition of a 19.9% interest in Northern Indiana Public Service Company LLC (NIPSCO) by an affiliate of Blackstone Infrastructure Partners. The Fourth Supplemental Indenture amends the covenant requiring NiSource to continue owning all of NIPSCO so that NiSource must instead own, directly or indirectly, at least 70% of NIPSCO rather than 100%. For investors, the filing is a debt-holder consent amendment rather than a new financing. It documents the modification of covenant terms on two outstanding note series, filed under Item 1.01 and Item 3.03, with the full text available as Exhibit 10.1.

Dec 18, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

NiSource 8-K Report, Material Agreement (Dec 6, 2023)

NiSource Inc. reported on Form 8-K that on December 6, 2023 it entered into an Augmenting Lender Supplement to its Credit Agreement dated as of November 9, 2023, among the Company, the Lenders party thereto and U.S. Bank National Association as Administrative Agent. Mizuho Bank, LTD and Bank of Montreal each joined as Augmenting Lenders, each with a term loan commitment of $200 million, and become Lenders for all purposes of the Credit Agreement. Under the Credit Agreement as modified by the Supplement, the Company borrowed $400 million on December 6, 2023, equal to the aggregate commitments of the Augmenting Lenders. The filing's Item 2.03 incorporates this borrowing as a direct financial obligation. The filing is a brief notice of the transaction. The full terms of the Supplement are set out in Exhibit 10.1, which is incorporated by reference, and the filing also includes an Inline XBRL cover page (Exhibit 104).

Dec 6, 2023 8-K

Securities & ListingRegulation FDExhibits & Filings

NiSource 8-K Report, Listing Notice (Dec 1, 2023)

NiSource Inc. filed an 8-K on December 1, 2023 reporting two related actions tied to its Series A Corporate Units, originally issued on April 19, 2021 as part of its 2021 Equity Units offering. First, the company announced the settlement rate for the purchase contract component: each holder of a Corporate Unit will receive 3.9295 shares of NiSource common stock, with cash paid in lieu of any fractional share. The settlement rate was determined based on the per-share daily volume weighted average of the common stock over a consecutive 40-day trading period ending November 29, 2023. Upon settlement, holders are deemed to have automatically delivered the related Series C Mandatory Convertible Preferred Stock to satisfy their purchase contract obligations. NiSource stated that it will retire and cancel the Series C Mandatory Convertible Preferred Stock, which will cease to exist. The company also intends to voluntarily delist the Corporate Units (Bloomberg ticker NIMC) from the New York Stock Exchange, with a Form 25 anticipated to be filed and the delisting expected to become effective on December 1, 2023. NiSource stated that it does not expect the delisting to adversely affect the continued listing of its Common Stock (NYSE: NI), and that it will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934. The filing describes the event as a mechanical conversion of the equity units into common stock, with the company describing itself as one of the largest fully-regulated utility companies in the United States.

Dec 1, 2023 8-K

NiSource 8-K Report, Regulation FD Disclosure (Nov 17, 2023)

NiSource Inc. announced that the final remarketing of its Series C Mandatory Convertible Preferred Stock, issued April 19, 2021 as part of its 2021 Equity Units, was unsuccessful. Effective December 1, 2023, holders of the preferred stock that formed part of the 2021 Equity Units will be deemed to have automatically delivered it to satisfy in full their obligations to buy NiSource common stock under the purchase contracts. The company will therefore no longer receive remarketing proceeds from this preferred stock. Because of the loss of those proceeds, NiSource now expects to issue up to $600 million of equity in 2024 through an at-the-market (ATM) program. It anticipates no equity issuances in 2023 and expects $200-300 million of annual equity issuances in 2025 through 2028 through an ATM program to support its base capital plan. The company states that its financial guidance from its November 1, 2023 press release is unchanged. This includes 2023 non-GAAP net operating earnings per share (NOEPS) in the upper half of $1.54-1.60, 2024 non-GAAP NOEPS of $1.68-1.72, non-GAAP NOEPS growth of 6-8% annually from 2023-2028, and Funds From Operations/debt of 14-16% annually during 2023-2028.

Nov 17, 2023 8-K

NiSource 8-K Report, Regulation FD Disclosure (Nov 17, 2023)

NiSource Inc. (NYSE: NI) announced on November 17, 2023 that the final remarketing of its Series C Mandatory Convertible Preferred Stock, with a liquidation preference of $1,000 per share, was unsuccessful. The preferred stock was originally issued on April 19, 2021 as part of NiSource's 2021 Equity Units. The filing states that the Mandatory Convertible Preferred Stock was issued as a component of these equity units. The filing states that, as of December 1, 2023, holders of the Mandatory Convertible Preferred Stock that are components of the 2021 Equity Units will be deemed to have automatically delivered that preferred stock to NiSource in satisfaction in full of their obligations to purchase NiSource common stock under the purchase contract component of those units. Goldman Sachs & Co. LLC, J.P. Morgan and Wells Fargo Securities acted as remarketing agents, with BofA Securities, PNC Capital Markets LLC and Scotiabank as co-remarketing agents. The announcement is furnished under Item 7.01 (Regulation FD Disclosure) and is attached as Exhibit 99.1, a press release dated November 17, 2023. The filing describes NiSource as one of the largest fully-regulated utility companies in the United States, serving approximately 3.2 million natural gas customers and 500,000 electric customers across six states through its Columbia Gas and NIPSCO brands.

Nov 17, 2023 8-K

NiSource 8-K Report, Regulation FD Disclosure (Nov 15, 2023)

NiSource Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that it has postponed, at its option, the final remarketing of 862,500 shares of its Series C Mandatory Convertible Preferred Stock, with a liquidation preference of $1,000 per share. The preferred stock was originally issued on April 19, 2021 as part of the company's equity units. The company had announced the commencement of the final remarketing on November 14, 2023. According to the press release attached as Exhibit 99.1, NiSource may, in its discretion, recommence the final remarketing on any day from Wednesday, November 15 through Friday, November 17, 2023, which is the last day of the final remarketing period. If it does recommence, the company states it will issue another press release on or before that day. Goldman Sachs & Co. LLC, J.P. Morgan and Wells Fargo Securities are acting as remarketing agents, with BofA Securities, PNC Capital Markets LLC and Scotiabank as co-remarketing agents. The remarketing is being made under an effective registration statement, and the filing states it is for informational purposes only and is not an offer to sell the securities. For investors, the key takeaway is timing uncertainty: the final remarketing of the Mandatory Convertible Preferred Stock is on hold, and its completion within the stated window is not assured. The filing is furnished rather than filed for purposes of Section 18 of the Exchange Act. The release also notes forward-looking risks, including the company's ability to complete the final remarketing on the anticipated timeline or at all.

Nov 15, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

NiSource 8-K Report, Regulation FD Disclosure (Nov 14, 2023)

NiSource Inc. announced on November 14, 2023 that it has commenced the final remarketing of 862,500 shares of its Series C Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per share. The preferred stock was originally issued on April 19, 2021 as part of the company's equity units, and the remarketing is described as being consistent with NiSource's long-term financial plan. The preferred stock currently bears no dividends and is convertible only upon certain fundamental change events. On March 1, 2024, each share will automatically convert into between 34.9528 and 41.0695 shares of NiSource common stock, depending on the average daily volume weighted average price of the common stock over the 40 trading days before March 1, 2024. If the closing price on the pricing date of the final remarketing is $24.3490 or less, the minimum conversion rate will increase to $1,000 divided by 117.5% of that closing price. Dividends may become payable on the preferred stock if the remarketing succeeds, and the final terms will be determined by NiSource and the remarketing agents. Upon a successful remarketing, proceeds attributable to the preferred stock that formed part of the 2021 Equity Units will automatically satisfy holders' obligations to purchase NiSource common stock under the purchase contracts, with any remaining proceeds remitted to equity unit holders. Goldman Sachs & Co. LLC, J.P. Morgan and Wells Fargo Securities are the remarketing agents, with BofA Securities, PNC Capital Markets LLC and Scotiabank as co-remarketing agents. The filing states the information is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

Nov 14, 2023 8-K

NiSource 8-K Report, Material Agreement (Nov 9, 2023)

On November 9, 2023, NiSource Inc. entered into a Credit Agreement with the lenders party thereto and U.S. Bank National Association, as Administrative Agent, Sole Lead Arranger and Bookrunner. The Company borrowed $250 million under the agreement, which represents the aggregate commitments of the lenders. The agreement terminates on the earlier of November 7, 2024, or the date on which all commitments are terminated (if not previously expired) and amounts payable are accelerated. Borrowings bear interest at either a base rate equal to the Alternate Base Rate plus 0.05%, or Term SOFR, defined as the greater of zero and the sum of the Term SOFR Screen Rate for the interest period plus 0.10%, plus 1.05%. The agreement contains customary affirmative and negative covenants and customary events of default. Its one financial covenant is a maximum debt-to-capitalization ratio of 70%, which the filing states is consistent with the Company's existing $1.85 billion Sixth Amended and Restated Revolving Credit Agreement. The filing describes the agreement as a Material Definitive Agreement and a direct financial obligation. The complete agreement is filed as Exhibit 10.1, and the filing also includes the Cover Page Interactive Data File as Exhibit 104.

Nov 9, 2023 8-K

NiSource 8-K Report, Financial Results (Nov 1, 2023)

NiSource Inc. reported GAAP net income available to common shareholders of $77.0 million, or $0.17 diluted earnings per share, for the three months ended September 30, 2023, compared with $52.0 million, or $0.12, a year earlier. For the nine months, GAAP net income available to common shareholders was $436.1 million, or $0.98 per diluted share, versus $518.2 million, or $1.18, in the same period of 2022. On a non-GAAP net operating earnings (NOEPS) basis, third-quarter earnings were $83.7 million, or $0.19 per diluted share, compared with $44.6 million, or $0.10, in 2022. Nine-month non-GAAP NOEPS was $477.0 million, or $1.07 per diluted share, versus $427.2 million, or $0.97, a year earlier. The filing's press release notes that the nine-month 2022 GAAP figures included Massachusetts Business related amounts of $(105.0) million. NiSource reaffirmed its 2023 non-GAAP NOEPS guidance of $1.54-1.60, now expected in the upper half of that range, and introduced 2024 non-GAAP NOEPS guidance of $1.68-1.72. The company extended its plan through 2028, expecting non-GAAP NOEPS growth of 6-8% annually, driven by $16 billion of 2024-28 base plan capital expenditures and 8-10% annual 2023-28 core business rate base growth. The plan also incorporates an incremental $1 billion of capital expenditures over the five-year horizon. The company stated that the NIPSCO minority interest transaction with Blackstone Infrastructure Partners remains on track to close by the end of 2023, following recent FERC approval. Under the June 17, 2023 agreement, the investor would acquire newly issued membership interests representing a 19.9% ownership in NIPSCO Holdings II LLC at closing. The filing describes the transaction as highlighting diverse funding sources and balance sheet flexibility while preserving the scale of the business.

Nov 1, 2023 8-K

NiSource 8-K Report, Regulation FD Disclosure (Oct 20, 2023)

NiSource Inc. (NYSE: NI) announced in an Item 7.01 Regulation FD disclosure dated October 20, 2023 that it will hold a final remarketing period for its Series C Mandatory Convertible Preferred Stock from November 13, 2023 through November 17, 2023. The Series C Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per share, was originally issued on April 19, 2021 as part of the company's 2021 Equity Units. NiSource intends to remarket up to 862,500 shares, subject to market and other conditions, and may postpone the remarketing at its discretion on any day before the last business day of the period. The company states that it will not directly receive any remarketing proceeds. Upon a successful remarketing, a portion of the proceeds attributable to shares that were components of the 2021 Equity Units will automatically satisfy holders' obligations to purchase common stock under the purchase contracts, and any remaining proceeds will be remitted to equity unit holders. Proceeds attributable to separate preferred shares held by electing holders will be remitted to those holders. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are the remarketing agents. The filing states that the preferred stock currently bears no dividends and converts only upon certain fundamental change events. On March 1, 2024, each share will automatically convert into between 34.9107 and 41.0201 shares of common stock, depending on the forty-day volume weighted average price before that date. If the closing price on the pricing date is $24.3783 (subject to adjustment) or less, the minimum conversion rate increases to $1,000 divided by 117.5% of that closing price. If the remarketing succeeds, dividends may become payable on March 1, 2024, when, as and if declared by the board.

Oct 20, 2023 8-K