NiSource SEC Filings

NiSource Inc. completed an underwritten offering and sale of $1,000,000,000 of 5.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056. The transaction closed on November 7, 2025, under the company’s S-3 shelf.

The Notes pay interest semi-annually on January 15 and July 15, starting July 15, 2026. The rate is 5.750% per annum to, but excluding, July 15, 2031, then resets every five years to the Five-year U.S. Treasury Rate plus 2.035%, with a floor of 5.750%. Maturity is July 15, 2056. NiSource may redeem some or all Notes during specified periods and upon certain ratings or tax events, as described in the prospectus supplement.

Subject to no event of default, NiSource may defer interest for up to 20 consecutive semi-annual periods; during any deferral, it is restricted from dividends or other payments on capital stock and from certain payments on pari passu or junior indebtedness. Net proceeds are intended for general corporate purposes, including capital expenditures, working capital, and repayment of existing indebtedness.

NiSource Inc. launched a preliminary prospectus supplement for a primary offering of Fixed‑to‑Fixed Reset Rate Junior Subordinated Notes due July 15, 2056. The Notes will pay a fixed rate from the original issue date to the first reset on July 15, 2031, then reset every five years to the Five‑year U.S. Treasury Rate plus a spread, with a floor equal to the initial fixed rate. Interest is payable semi‑annually on January 15 and July 15, beginning July 15, 2026.

The Notes are unsecured and rank junior to NiSource’s Senior Indebtedness, and pari passu with its existing junior subordinated notes. NiSource may defer interest for up to 20 consecutive semi‑annual periods, with deferred amounts compounding. Optional redemption is allowed during the 90 days before the first reset and on any interest date thereafter; the Notes may also be redeemed at 100% upon a Tax Event or 102% upon a Rating Agency Event. The Notes will be issued in $2,000 minimum denominations (and $1,000 increments), settled through DTC, and will not be listed. Net proceeds are intended for general corporate purposes, including capital expenditures, working capital and debt repayment.

NiSource Inc. established an at-the-market equity offering program permitting issuances and sales of up to $1,500,000,000 of common stock through December 31, 2028 under its automatic shelf registration. Sales may occur from time to time via designated agents on the NYSE or otherwise, including through forward sale agreements with affiliated forward purchasers.

The company will not initially receive proceeds from borrowed shares sold by forward sellers; cash is expected upon physical settlement of forward agreements. Agent commissions are up to 2% of the sales price. NiSource also terminated its prior 2024 ATM program and issued a press release announcing the new facility.

NiSource Inc. (NI) launched an at-the‑market offering of up to $1,500,000,000 of common stock, to be sold from time to time through multiple sales agents or via forward sale agreements with their affiliates. This new program supersedes the prior $900,000,000 ATM and includes approximately $47.5 million of unsold shares from that program.

Sales may occur on the NYSE or through negotiated transactions, with agent and forward selling commissions of up to 2%. NiSource will not initially receive proceeds from any borrowed shares sold by a forward seller; cash would generally be received upon physical settlement of the related forward, while cash or net share settlement could reduce or eliminate proceeds and may require NiSource to deliver cash or shares. The program caps total gross sales at $1,500,000,000 and ends upon reaching that cap, by December 31, 2028, or upon earlier termination. Net proceeds to NiSource are intended for general corporate purposes, including capital expenditures, working capital and debt repayment. NI last traded at $42.13 per share on October 30, 2025.

NiSource Inc. filed an automatic shelf registration statement on Form S-3, enabling it to offer, from time to time after effectiveness, common stock, preferred stock, depositary shares, debt securities, warrants, stock purchase contracts, and stock purchase units. Specific terms and prices will be set in future prospectus supplements.

Net proceeds from any primary issuances will be used for general corporate purposes, including additions to working capital and repayment of existing indebtedness. The company may sell securities through underwriters, dealers, agents, directly, or via a combination of these methods as described in future supplements. NiSource’s common stock trades on the NYSE under the symbol NI.

As context, shares outstanding were 477,195,529 as of October 22, 2025; this is a baseline figure, not an amount being offered.

NiSource Inc. (NI) filed its Q3 2025 10-Q and reported higher results. Total operating revenues were $1,273.1 million versus $1,076.3 million a year ago, with operating income of $297.5 million versus $218.3 million. Net income attributable to NiSource was $94.7 million, or diluted EPS of $0.20, compared with $0.19 last year.

By segment, NIPSCO Operations generated $787.0 million of operating revenues and Columbia Operations $484.9 million. Interest expense rose to $179.8 million from $134.6 million. Year-to-date, operating cash flow was $1,649.7 million, while investing cash flow was $(3,396.6) million, reflecting capital expenditures and milestone payments for renewable generation assets. Financing cash flow was $1,667.8 million, including $2,362.0 million of long-term debt issuance and $259.1 million of common stock issuance.

Under its ATM program, NiSource settled three forward sales in September 2025 for $80.0 million, $69.9 million, and $99.1 million. Approximately $47.5 million of ATM capacity remained as of September 30, 2025; the program expires December 31, 2025. Common shares outstanding were 477,195,529 as of October 22, 2025.

NiSource Inc. filed a Form 8-K reporting its financial results for the period ended September 30, 2025. The company furnished a press release dated October 29, 2025 as Exhibit 99.1.

The submission also includes Inline XBRL files and the cover page interactive data file. NiSource’s common stock trades on the NYSE under the symbol NI.

NiSource insider transaction summary: NiSource EVP & CFO Shawn Anderson sold 11,115 shares of NiSource common stock on 08/28/2025 at $42.33 per share under a Rule 10b5-1 trading plan adopted May 30, 2025.

After the sale the reporting person beneficially owned 147,776.772 shares in total, including 801.6082 shares held indirectly through the NiSource Retirement Savings Plan and additional shares credited via dividend reinvestment. The reported sale was automatic under the pre-established plan and is disclosed in accordance with Section 16 reporting requirements.