NiSource (NYSE: NI) issues $750M 6.25% junior notes due 2057

Rhea-AI Filing Summary

NiSource Inc. (symbol NI) has issued $750,000,000 aggregate principal amount of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 under an existing shelf registration, pursuant to a terms agreement with several major underwriters. The sale closed on August 18, 2026.

The Notes bear interest at 6.250% per annum from August 18, 2026 to, but excluding, April 15, 2032, and thereafter reset every five years at the then-current Five-year U.S. Treasury Rate plus 1.930%, with a floor so that the rate cannot fall below 6.250%. Interest is payable semi-annually on April 15 and October 15, beginning April 15, 2027, and the Notes mature on April 15, 2057.

NiSource may redeem some or all of the Notes during specified periods and upon certain ratings, tax or tax credit events. As 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 payments, during which it will be restricted from dividends on its capital stock, certain redemptions and repayments of equal or junior-ranking debt, and payments on equal or junior-ranking guarantees. The company intends to use the net proceeds for general corporate purposes, including capital expenditures, working capital, and repayment of existing indebtedness.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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.

Key Figures

Notes aggregate principal amount: $750,000,000 Initial interest rate: 6.250% per annum Reset spread over U.S. Treasury: 1.930% +4 more

7 metrics

Notes aggregate principal amount $750,000,000 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 issued by NiSource

Initial interest rate 6.250% per annum From August 18, 2026 to, but excluding, April 15, 2032

Reset spread over U.S. Treasury 1.930% Added to the Five-year U.S. Treasury Rate on each reset date after April 15, 2032

Maturity date April 15, 2057 Final maturity of the Junior Subordinated Notes

First reset date April 15, 2032 End of initial fixed-rate period before rate resets every five years

Maximum deferral length 20 consecutive semi-annual periods Maximum length of any interest deferral period if no event of default exists

Interest payment dates April 15 and October 15 Semi-annual interest payment schedule beginning April 15, 2027

Key Terms

Fixed-to-Fixed Reset Rate, Junior Subordinated Notes, Five-year U.S. Treasury Rate, Subordinated Indenture, +1 more

5 terms

Fixed-to-Fixed Reset Rate financial

"6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057"

A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.

Junior Subordinated Notes financial

"6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057"

Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.

Five-year U.S. Treasury Rate financial

"rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent reset"

Subordinated Indenture financial

"The Notes were issued pursuant to a Subordinated Indenture, dated as of May 16, 2024"

deferral periods financial

"may, at its option, defer interest payments on the Notes, from time to time, for one or more deferral periods"

FAQ

What did NiSource (NI) announce regarding new debt securities?

NiSource issued $750,000,000 of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057. The notes were sold under its Form S-3 shelf registration and closed on August 18, 2026, providing long-term subordinated funding.

What is the interest rate structure of NiSource (NI)’s new 2057 Notes?

The Notes pay 6.250% per annum until April 15, 2032, then reset every five years to the Five-year U.S. Treasury Rate plus 1.930%. The reset rate has a floor, so it cannot drop below 6.250% during any reset period.

When do NiSource (NI)’s 6.250% Junior Subordinated Notes mature and pay interest?

The Notes mature on April 15, 2057 and pay interest semi-annually on April 15 and October 15, starting April 15, 2027. Interest accrues from and including August 18, 2026, the closing date of the offering.

Can NiSource (NI) defer interest payments on the new 2057 Notes?

Yes. NiSource may defer interest, if no event of default exists, for one or more periods of up to 20 consecutive semi-annual payments. During any deferral, it faces restrictions on dividends, certain redemptions, equal or junior debt payments, and equal or junior guarantees.

How does NiSource (NI) plan to use the proceeds from the 6.250% Notes?

NiSource intends to use the net proceeds for general corporate purposes, including capital expenditures, working capital, and repayment of existing indebtedness. This provides financing flexibility across operations, investment projects, and balance sheet management.

What are NiSource (NI)’s redemption rights for the 2057 Junior Subordinated Notes?

NiSource may redeem some or all of the Notes during specified periods, and may redeem all of them upon certain ratings, tax or tax credit events. Exact redemption conditions are detailed in the related prospectus supplement and supplemental indenture.

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Available on EDGAR 08/18/2026 - 04:31 PM Accepted by SEC EDGAR 08/18/2026 - 04:30 PM Learn about SEC filing dates

false 0001111711 0001111711 2026-08-18 2026-08-18

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): August 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.

6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057

On August 13, 2026, NiSource Inc. (the “Company”) and Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as lead underwriters, entered into a Terms Agreement (the “Terms Agreement”) with respect to the offering and sale of $750,000,000 aggregate principal amount of the Company’s 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Notes”) under the Company’s Registration Statement on Form S-3 (File No. 333-291167) (the “Registration Statement”). The sale closed on August 18, 2026.

Interest on the Notes accrues from and including August 18, 2026 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2027. The Notes bear interest (i) from and including August 18, 2026 to, but excluding, April 15, 2032 (the “First Reset Date”) at the rate of 6.250% per annum and (ii) from and including the First Reset Date, during each reset period at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the prospectus supplement described below) as of the most recent reset interest determination date plus a spread of 1.930%, to be reset on each reset date; provided that the interest rate during any reset period will not reset below 6.250% per annum.

The Notes mature on April 15, 2057. The Company, at its option, may redeem some or all of the Notes during specified periods, and upon the occurrence of certain ratings, tax or tax credit events, all as described in the prospectus supplement.

In accordance with the terms of the Notes, so long as no event of default (as defined in the prospectus supplement) with respect to the Notes has occurred and is continuing, the Company may, at its option, defer interest payments on the Notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods each. During any such period during which such payments are deferred, the Company will not (with certain exceptions as described in the prospectus supplement): (1) declare or pay any dividends or distributions on any Capital Stock (as defined in the prospectus supplement), including the common stock, of the Company; (2) redeem, purchase, acquire or make a liquidation payment with respect to any Capital Stock of the Company; (3) pay any principal, interest or premium on, or repay, repurchase or redeem, any indebtedness of the Company that ranks equally with or junior to the Notes in right of payment; or (4) make any payments with respect to any guarantees by the Company of any indebtedness if such guarantees rank equally with or junior to the Notes in right of payment.

The Notes were issued pursuant to a Subordinated Indenture, dated as of May 16, 2024, between the Company and The Bank of New York Mellon (the “Subordinated Indenture”), as supplemented by the Fourth Supplemental Indenture thereto, dated as of August 18, 2026 (the “Fourth Supplemental Indenture”). 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. Further information concerning the Notes and related matters is set forth in the Company’s prospectus supplement dated August 13, 2026, which was filed with the SEC on August 14, 2026.

The preceding is a summary of the terms of the Notes and is qualified in its entirety by reference to the Fourth Supplemental Indenture attached hereto as Exhibit 4.1 and the form of the Notes attached hereto as Exhibit 4.2, each of which is incorporated herein by reference as though it was fully set forth herein.

The Company is filing Exhibits 5.1 and 8.1 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		Fourth Supplemental Indenture, dated as of August 18, 2026, between NiSource Inc. and The Bank of New York Mellon, as trustee
4.2		Form of 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (included in Exhibit 4.1 hereto)
5.1		Opinion of McGuireWoods LLP regarding validity of the Notes
8.1		Opinion of McGuireWoods LLP regarding certain tax matters related to the Notes
23.1		Consent of McGuireWoods LLP (included in Exhibit 5.1)
23.2		Consent of McGuireWoods LLP (included in Exhibit 8.1)
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: August 18, 2026				By:		/s/ Shawn Anderson
						Shawn Anderson
						Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.1 EX-4.1 179.5 KB
• EX-5.1 EX-5.1 26.1 KB
• EX-8.1 EX-8.1 10.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB