01—Abstract
Summary
Summary of the 8-K filed August 18, 2026. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. filed this Form 8-K to report the closing, on August 18, 2026, of a $750,000,000a 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%b 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.
02—Key points
Key Highlights
- Closed the sale of $750,000,000 aggregate principal amount of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 on August 18, 2026.
- Notes carry a fixed 6.250% rate until the First Reset Date of April 15, 2032, then reset to the Five-year U.S. Treasury Rate plus 1.930%, with a 6.250% floor.
- Interest is payable semi-annually on April 15 and October 15, beginning April 15, 2027; maturity is April 15, 2057.
- The company may defer interest for up to 20 consecutive semi-annual periods, subject to no continuing event of default.
- During any deferral, dividends on common stock and other capital stock, repurchases of capital stock, and payments on equal or junior ranking debt are restricted, with certain exceptions.
- Issued under Form S-3 registration statement No. 333-291167 with Barclays, Goldman Sachs, J.P. Morgan, Morgan Stanley and Wells Fargo Securities as lead underwriters.
- Proceeds are intended for general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness.
03—Questions
Frequently Asked Questions
How much debt did NiSource issue and when did the sale close?
NiSource sold $750,000,000 aggregate principal amount of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057, with the sale closing on August 18, 2026.
What is the interest rate structure of the Notes?
The Notes bear a fixed 6.250% rate from August 18, 2026 to April 15, 2032. From the First Reset Date, the rate resets periodically to the Five-year U.S. Treasury Rate plus 1.930%, but will not reset below 6.250% per annum.
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, certain dividends, stock repurchases and payments on equal or junior ranking obligations are restricted, subject to exceptions described 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.
Under what agreements and documents were the Notes issued?
The Notes were issued under the company's Form S-3 registration statement (File No. 333-291167) pursuant to a Terms Agreement dated August 13, 2026, and under a Subordinated Indenture dated May 16, 2024 with The Bank of New York Mellon, as supplemented by the Fourth Supplemental Indenture dated August 18, 2026.
04—Continue