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NiSource (NYSE: NI) sells $500M 2031 and $750M 2036 notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NiSource Inc. completed a debt financing by issuing $500,000,000 of 4.750% Notes due 2031 and $750,000,000 of 5.300% Notes due 2036 under an existing shelf registration. The sale was conducted through a terms agreement with several lead underwriters and closed on May 18, 2026.

The company plans to use the net proceeds for general corporate purposes, including financing capital expenditures, providing working capital and repaying existing indebtedness. The notes were issued under an existing indenture with The Bank of New York Mellon as trustee.

Positive

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Insights

NiSource adds long-term fixed-rate debt to fund general needs.

NiSource issued $500,000,000 of 4.750% Notes due 2031 and $750,000,000 of 5.300% Notes due 2036. This extends its debt maturity profile at fixed interest rates, using an existing shelf registration and a long-standing indenture structure.

The company states that net proceeds will support general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness. This suggests a mix of refinancing and growth funding, but exact allocation and timing are not detailed in the excerpt provided.

Future filings for periods after December 31, 2025 will show how this additional debt affects interest expense, leverage metrics and the pace of capital investment, as well as any reductions in existing indebtedness.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2031 Notes size $500,000,000 principal 4.750% Notes due 2031
2031 Notes coupon 4.750% Interest rate on Notes due 2031
2036 Notes size $750,000,000 principal 5.300% Notes due 2036
2036 Notes coupon 5.300% Interest rate on Notes due 2036
Terms agreement date May 11, 2026 Date NiSource signed Terms Agreement
Sale closing date May 18, 2026 Closing of Notes sale
Registration Statement on Form S-3 regulatory
"under the Company’s Registration Statement on Form S-3 (File No. 333-291167)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Indenture financial
"The Notes were issued pursuant to an Indenture, dated as of November 14, 2000"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
senior notes financial
"Senior Notes Due 2031 and 2036 On May 11, 2026, NiSource Inc."
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
forward-looking statements regulatory
"This ... contains forward-looking statements that are not historical facts"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
general corporate purposes financial
"use the net proceeds from the sale of the Notes for general corporate purposes"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Understanding 8-K Material Events →
false 0001111711 0001111711 2026-05-18 2026-05-18
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

 

 

NiSource Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

DE   001-16189   35-2108964

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(I.R.S. Employer

Identification No.)

 

801 East 86th Avenue

Merrillville, Indiana

   46410
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (614) 460-6000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share   NI   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

Senior Notes Due 2031 and 2036

On May 11, 2026, NiSource Inc. (the “Company”) and BNP Paribas Securities Corp., BofA Securities, Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc., as Lead Underwriters, entered into a Terms Agreement (the “Terms Agreement”) with respect to the offering and sale of $500,000,000 aggregate principal amount of the Company’s 4.750% Notes due 2031 (the “2031 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.300% Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”) under the Company’s Registration Statement on Form S-3 (File No. 333- 291167) (the “Registration Statement”). The Terms Agreement incorporates by reference the provisions of the Company’s Underwriting Agreement, dated November 30, 2017 (a form of which was filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2017).

The sale closed on May 18, 2026. The Notes were issued pursuant to an Indenture, dated as of 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 intends to use the net proceeds from the sale of the Notes for general corporate purposes, including to finance capital expenditures, for working capital and to repay existing indebtedness.

The preceding is a summary of the terms of the Notes and is qualified in its entirety by reference to the forms of the 2031 Notes and the 2036 Notes, filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, which are incorporated herein by reference. The Company is filing Exhibit 5.1 with this Current Report on Form 8-K in connection with the Registration Statement.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

4.1    Form of 4.750% Notes due 2031
4.2    Form of 5.300% Notes due 2036
5.1    Opinion of McGuireWoods LLP
23.1    Consent of McGuireWoods LLP (included in Exhibit 5.1)
104    Cover page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Concerning Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements that are not historical facts, including statements about the anticipated use of proceeds from the sale of the Notes. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent filings with the SEC, which are available on the Company’s website at www.nisource.com and on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NiSource Inc.

(Registrant)

 

Date: May 18, 2026   By:  

/s/ Shawn Anderson

      Shawn Anderson
      Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What type of notes did NiSource (NI) issue in May 2026?

NiSource issued two tranches of senior notes: 4.750% Notes due 2031 and 5.300% Notes due 2036. Both were sold under an existing Form S-3 registration and issued pursuant to a long-standing indenture with The Bank of New York Mellon.

How much debt did NiSource (NI) raise with the 2031 and 2036 notes?

NiSource raised $500,000,000 in aggregate principal amount of 4.750% Notes due 2031 and $750,000,000 of 5.300% Notes due 2036. These fixed-rate issues expand the company’s long-term funding through public debt markets.

When did the NiSource (NI) senior notes sale close?

The sale of NiSource’s 4.750% 2031 Notes and 5.300% 2036 Notes closed on May 18, 2026. The company entered into the terms agreement with the lead underwriters on May 11, 2026, ahead of the closing date.

What will NiSource (NI) use the senior note proceeds for?

NiSource intends to use the net proceeds for general corporate purposes, including financing capital expenditures, providing working capital and repaying existing indebtedness. This gives the company flexibility to support both ongoing operations and balance sheet management.

Under which indenture were NiSource (NI) 2031 and 2036 notes issued?

The notes were issued under an Indenture dated November 14, 2000 between NiSource, as issuer and successor-in-interest to NiSource Finance Corp., and The Bank of New York Mellon, acting as successor trustee, as amended and supplemented.

Which banks led the NiSource (NI) 2031 and 2036 notes offering?

The offering was led by BNP Paribas Securities Corp., BofA Securities, Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc.. They acted as lead underwriters under a terms agreement executed on May 11, 2026.

Filing Exhibits & Attachments

6 documents

Other Documents