NISOURCE INC. (NI) EVP reports stock award and tax-withholding share dispositions

Rhea-AI Filing Summary

NISOURCE INC. executive Melanie B. Berman reported equity compensation activity in the form of common stock. She received a grant or award acquisition of 31,466 shares at $47.3000 per share tied to vesting of 2023 performance stock units and restricted stock units. In connection with these vestings, 11,673 shares and 3,166 shares were withheld to cover tax obligations, leaving her with 50,989.9347 common shares held directly after these transactions.

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^*

Berman Melanie B.

(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 Administration & CHRO

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		31,466(1)	A	$47.3	65,828.9347	D
Common Stock	02/27/2026		F		11,673(2)	D	$47.3	54,155.9347	D
Common Stock	02/27/2026		F		3,166(3)	D	$47.3	50,989.9347	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 NI executive Melanie B. Berman report on this Form 4?

Melanie B. Berman reported an acquisition of 31,466 shares of NISOURCE INC. common stock and dispositions of 11,673 and 3,166 shares. The dispositions reflect shares withheld to cover tax obligations related to vesting of 2023 equity awards.

Was Melanie B. Berman buying or selling NISOURCE INC. (NI) stock in this filing?

The filing shows an award-related acquisition and tax-withholding dispositions, not open-market buying or selling. She received 31,466 shares from vesting awards, while 14,839 shares were withheld to satisfy tax liabilities tied to those equity awards.

How many NISOURCE INC. shares does Melanie B. Berman own after these Form 4 transactions?

After the reported transactions, Melanie B. Berman directly holds 50,989.9347 shares of NISOURCE INC. common stock. This figure reflects the vesting-related share grant and the subsequent tax-withholding share dispositions recorded on the same date.

What do the tax-withholding dispositions mean in NI executive Berman’s Form 4?

The tax-withholding dispositions represent shares withheld to pay taxes on vested awards. Specifically, 11,673 shares and 3,166 shares of NISOURCE INC. common stock were retained to satisfy tax obligations from 2023 performance stock units and restricted stock unit vesting.

What is the significance of the 2023 performance stock units in NI’s Form 4 for Melanie B. Berman?

The 2023 performance stock units vested and were settled in NISOURCE INC. common stock, generating the 31,466-share award. These units are described as exempt from Section 16(b) liability under rule 16b-3(d), indicating they are structured as standard equity compensation for an executive officer.

At what price per share were the equity transactions for NISOURCE INC. (NI) recorded?

All reported common stock transactions for Melanie B. Berman were recorded at $47.3000 per share. This price applies both to the 31,466-share grant acquisition and to the 11,673 and 3,166 shares withheld for tax obligations related to the award vesting.