Form 4: Anderson Shawn reports sale transactions in NI

Rhea-AI Filing Summary

Anderson Shawn reported open-market sale transactions in a Form 4 filing for NI. The filing lists transactions totaling 12,500 shares at a weighted average price of $45.01 per share. Following the reported transactions, holdings were 136,302 shares.

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).

X

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^*

Anderson Shawn

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		S		12,500(1)	D	$45.01	136,301.581(2)	D
Common Stock								806.3439(3)	I	401(k)

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. The reported sale of 12,500 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2025.

2. Includes shares acquired through dividend reinvestments.

3. Constitutes shares acquired through the NiSource Inc. Retirement Savings Plan through February 13, 2026.

	/s/ Ashley Bancroft, Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NiSource (NI) report in this Form 4?

NiSource reported that EVP and CFO Shawn Anderson sold 12,500 shares of common stock at $45.01 per share on February 13, 2026. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 10, 2025.

How many NiSource (NI) shares does CFO Shawn Anderson hold after the sale?

After the reported transaction, Shawn Anderson directly held 136,301.581 NiSource common shares. He also indirectly held 806.3439 additional shares through the NiSource Inc. Retirement Savings Plan, which includes shares accumulated via dividend reinvestment up to February 13, 2026.

Was the NiSource (NI) CFO’s share sale part of a Rule 10b5-1 plan?

Yes. The 12,500-share sale on February 13, 2026 occurred automatically under a Rule 10b5-1 trading plan. That plan was adopted by Shawn Anderson on November 10, 2025 to pre-schedule trades, helping separate personal trading decisions from nonpublic information.

What price did the NiSource (NI) CFO receive for the shares sold?

Shawn Anderson’s reported sale of 12,500 NiSource common shares was executed at $45.01 per share. This open-market transaction reflects the per-share price disclosed, with the total sale linked to his pre-arranged Rule 10b5-1 trading plan instructions.

How are the NiSource (NI) CFO’s indirect shares held after the transaction?

Following the sale, Anderson indirectly owned 806.3439 NiSource shares through the NiSource Inc. Retirement Savings Plan. These indirect holdings consist of shares accumulated in that plan, including amounts acquired through dividend reinvestments through February 13, 2026.

Does the Form 4 indicate if NiSource (NI) received proceeds from this sale?

The transaction is described as an open-market sale of NiSource common stock by Shawn Anderson. Such insider sales typically involve the executive selling existing shares to market buyers, with proceeds going to the seller rather than the company itself.