01—Abstract
Summary
Summary of the 8-K filed October 31, 2025. Cited figures are marked; the original filing is the authoritative source.
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 $1,500,000,000a 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 $900,000,000b 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.
02—Key points
Key Highlights
- Establishes a new at-the-market equity program of up to $1.5 billion of common stock, running through December 31, 2028.
- Eleven separate equity distribution agreements were signed with banks acting as sales agents and forward sellers, several of which also act as forward purchasers.
- Agent commissions are up to 2% of gross sales proceeds, with the same up-to-2% commission applying to forward sellers.
- The new program supersedes the $900,000,000 ATM program from February 22, 2024, which had approximately $47.5 million of unsold common stock included in the new program.
- Forward sale agreements allow the Company to receive no initial proceeds, with settlement options that include physical, cash, or net share settlement.
- Proceeds, if any, are intended for general corporate purposes, including capital expenditures, working capital, and repayment of existing indebtedness.
- The Company has no obligation to sell any shares, and sales depend on market conditions, stock price and funding determinations.
03—Questions
Frequently Asked Questions
How large is the new at-the-market equity program?
NiSource may sell common stock with an aggregate gross sales price of up to $1.5 billion, including shares that may be sold under forward sale agreements, through December 31, 2028.
Is NiSource required to sell shares under this program?
No. The filing states the Company has no obligation to offer and sell any shares, and actual sales will depend on market conditions, the trading price of the common stock and the Company's determinations about appropriate funding sources.
What fees will be paid on sales under the program?
The Company will pay each agent a commission of up to 2% of the sales price of shares sold through that agent. Forward sellers receive a commission of up to 2% of the volume-weighted average sales price of borrowed shares, paid through a reduced initial forward sale price.
Will NiSource receive cash immediately from forward sales?
No. The Company will not initially receive proceeds from the sale of borrowed shares by a forward seller. Proceeds are expected only upon physical settlement of the forward sale agreement, and the Company may elect cash or net share settlement instead, which may result in no proceeds or an obligation to deliver cash or shares.
What happens to the previous at-the-market program?
According to the press release, the new program supersedes and replaces the $900,000,000 at-the-market program established on February 22, 2024, and includes approximately $47.5 million of unsold common stock under that program. The Company delivered a termination notice for the prior equity distribution agreements on October 30, 2025.
04—Continue