NiSource (NYSE: NI) EVP awarded shares; some withheld for taxes

Rhea-AI Filing Summary

NiSource Inc. executive William Jefferson Jr., EVP and Chief Operating & Safety Officer, reported equity compensation activity in company stock. On February 27, 2026, he acquired 60,623 shares of common stock through the vesting of 2023 performance stock units. In connection with this vesting, 25,504 shares were withheld to satisfy tax withholding obligations, and a further 3,478 shares were withheld for taxes tied to a 2023 restricted stock unit award. After these grant and tax-withholding dispositions, he directly owned 98,375 shares of NiSource common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jefferson William Jr.

(Last) (First) (Middle)

801 E. 86TH AVENUE

(Street)

MERRILLVILLE IN 46410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NISOURCE INC. [ NI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Op & Safety Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		A		60,623(1)	A	$47.3	127,357	D
Common Stock	02/27/2026		F		25,504(2)	D	$47.3	101,853	D
Common Stock	02/27/2026		F		3,478(3)	D	$47.3	98,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vesting of non-derivative performance stock units granted in 2023, which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to rule 16b-3(d).

2. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the performance stock units above.

3. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the 2023 Restricted Stock Unit award.

	/s/ Ashley Bancroft, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NiSource (NI) report for William Jefferson Jr.?

NiSource reported that EVP William Jefferson Jr. received 60,623 common shares from vesting 2023 performance stock units. To cover related tax obligations on these and a 2023 RSU award, 25,504 and 3,478 shares, respectively, were withheld, resulting in 98,375 shares directly owned.

Were NiSource (NI) insider transactions open-market buys or sales?

The reported NiSource insider transactions were not open-market buys or sales. They involved a grant/award acquisition from vesting performance stock units and two tax-withholding dispositions, where shares were withheld by the company to satisfy tax liabilities rather than sold in the open market.

How many NiSource (NI) shares did the EVP own after these Form 4 transactions?

After the reported transactions, NiSource’s EVP William Jefferson Jr. directly owned 98,375 common shares. This figure reflects the 60,623-share award from 2023 performance stock units, reduced by 25,504 and 3,478 shares withheld to meet associated tax withholding obligations.

What was the price per share used in NiSource (NI) insider tax-withholding entries?

The Form 4 shows a price of $47.30 per share for all reported entries. This value applies to the 60,623-share performance unit vesting and to the 25,504 and 3,478 shares withheld to satisfy tax obligations linked to these equity awards.

What do the footnotes in the NiSource (NI) Form 4 filing explain?

The footnotes explain that 60,623 shares came from vesting 2023 performance stock units exempt under Rule 16b-3(d), while 25,504 shares and 3,478 shares were withheld specifically to satisfy tax withholding obligations tied to those performance units and a 2023 restricted stock unit award.