01—Abstract
Summary
Summary of the 8-K filed November 7, 2025. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. (NI) filed this Form 8-K to report the closing on November 7, 2025 of a $1,000,000,000a 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%b 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.
02—Key points
Key Highlights
- $1.0 billion aggregate principal amount of 5.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 sold; sale closed November 7, 2025
- Fixed 5.750% coupon until the First Reset Date of July 15, 2031, then resets to the Five-year U.S. Treasury Rate plus a 2.035% spread
- Interest rate cannot reset below 5.750% per annum
- Semi-annual interest payable January 15 and July 15, beginning July 15, 2026; maturity July 15, 2056
- Company may defer interest for up to 20 consecutive semi-annual periods, with restrictions on common dividends, capital stock repurchases and payments on equal or junior debt during deferral
- Net proceeds intended for general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness
- Issued under a Subordinated Indenture dated May 16, 2024 with The Bank of New York Mellon, as supplemented on November 7, 2025
03—Questions
Frequently Asked Questions
How much did NiSource raise and when did the offering close?
NiSource sold $1,000,000,000 aggregate principal amount of the notes, with the sale closing on November 7, 2025. The Terms Agreement was entered into on November 3, 2025.
What are the key interest rate terms of the notes?
The notes bear a fixed 5.750% rate from November 7, 2025 to July 15, 2031. After that, the rate resets to the Five-year U.S. Treasury Rate plus 2.035%, but will not reset below 5.750%.
Can NiSource defer interest payments on these notes?
Yes, so long as no event of default has occurred and is continuing, NiSource may defer interest for one or more periods of up to 20 consecutive semi-annual interest payment periods each. During deferral, it cannot pay common stock dividends, repurchase capital stock, or pay on debt and guarantees ranking equal or junior to the notes, subject to exceptions in the prospectus supplement.
What will NiSource use the proceeds for?
The company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness.
When do the notes mature and when are interest payments made?
The notes mature on July 15, 2056. Interest is payable semi-annually in arrears on January 15 and July 15 each year, beginning July 15, 2026.
04—Continue