NiSource (NI) EVP Luhrs reports 61,811-share award and tax withholding

Rhea-AI Filing Summary

NiSource Inc. executive Michael Luhrs reported equity compensation activity involving company common stock. On February 27, 2026, he acquired 61,811 shares through the vesting of performance stock units granted in 2023. These awards are described as exempt from Section 16(b) liability under rule 16b-3(d).

On the same date, a total of 27,569 shares and 3,628 shares were disposed of to cover tax withholding obligations tied to the vesting of the performance stock units and a 2023 restricted stock unit award. After these transactions, he directly held 120,178.128 shares, which includes shares acquired through the NiSource Employee Stock Purchase Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Luhrs Michael

Role EVP, Tech, Customer & CCO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	61,811	$47.30	$2.92M
Tax Withholding	Common Stock	27,569	$47.30	$1.30M
Tax Withholding	Common Stock	3,628	$47.30	$172K

Holdings After Transaction: Common Stock — 151,375.128 shares (Direct)

Footnotes (1)

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). Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the performance stock units above. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the 2023 Restricted Stock Unit award. Includes shares acquired through the NiSource Inc. Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Luhrs Michael

(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, Tech, Customer & CCO

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		61,811(1)	A	$47.3	151,375.128	D
Common Stock	02/27/2026		F		27,569(2)	D	$47.3	123,806.128	D
Common Stock	02/27/2026		F		3,628(3)	D	$47.3	120,178.128(4)	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.

4. Includes shares acquired through the NiSource Inc. Employee Stock Purchase Plan.

	/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.
* 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 did NiSource (NI) executive Michael Luhrs report in this Form 4 filing?

Michael Luhrs reported the vesting of equity awards and related share dispositions. He received 61,811 NiSource common shares from 2023 performance stock units, with additional shares withheld to cover tax obligations tied to both performance and restricted stock unit vesting.

How many NiSource (NI) shares did Michael Luhrs acquire in the reported transaction?

He acquired 61,811 shares of NiSource common stock from the vesting of 2023 performance stock units. This reflects equity compensation, not an open-market purchase, and is described as exempt from Section 16(b) liability under rule 16b-3(d).

Why were some NiSource (NI) shares disposed of in Michael Luhrs’ Form 4?

Shares were withheld to satisfy tax withholding obligations from equity vesting. Specifically, 27,569 shares and 3,628 shares were used to cover taxes related to 2023 performance stock units and restricted stock unit awards, rather than representing open-market sales.

How many NiSource (NI) shares does Michael Luhrs hold after these transactions?

Following the reported transactions, Michael Luhrs directly holds 120,178.128 NiSource common shares. This total includes shares previously acquired through the NiSource Inc. Employee Stock Purchase Plan, as noted in the filing’s footnotes.

Were Michael Luhrs’ NiSource (NI) share dispositions open-market sales?

No, the dispositions were for tax withholding purposes. The filing explains that the reported shares were withheld to satisfy tax obligations tied to vesting performance stock units and restricted stock units, rather than discretionary open-market sales.

What types of equity awards are involved in Michael Luhrs’ NiSource (NI) Form 4?

The transactions involve 2023 performance stock units and a 2023 restricted stock unit award. The performance units vested into 61,811 shares, while additional shares from both award types were withheld to cover associated tax liabilities.