NiSource (NI) CFO reports 7,839-share tax withholding move

Rhea-AI Filing Summary

NiSource Inc. EVP & CFO Shawn Anderson reported a tax-related share withholding on company stock. On January 26, 2026, 7,839 shares of common stock were withheld at a price of $43.91 per share to cover tax obligations tied to the partial vesting of a 2024 special restricted stock unit award. After this transaction, he beneficially owned 148,801.581 shares of NiSource common stock directly, plus 806.7779 shares held indirectly through the company’s retirement savings (401(k)) plan, which also include shares acquired through dividend reinvestments.

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^*

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)
01/26/2026

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	01/26/2026		F		7,839(1)	D	$43.91	148,801.581(2)	D
Common Stock								806.7779(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. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the partial vesting of the 2024 Special Restricted Stock Unit award.

2. Includes shares acquired through dividend reinvestments.

3. Constitutes shares acquired through the NiSource Inc. Retirement Savings Plan through January 26, 2026.

	/s/ Ashley Bancroft, Attorney-in-Fact	01/27/2026
	** 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 for its CFO?

NiSource reported that EVP & CFO Shawn Anderson had 7,839 shares of common stock withheld on January 26, 2026 to satisfy tax withholding obligations related to a partial vesting of a 2024 special restricted stock unit award.

Was the NiSource (NI) CFO’s transaction an open-market sale?

No. The filing states the 7,839 shares were withheld to satisfy tax withholding obligations in connection with the partial vesting of a 2024 Special Restricted Stock Unit award, not an open-market sale.

How many NiSource (NI) shares does the CFO hold after this transaction?

Following the transaction, EVP & CFO Shawn Anderson beneficially owned 148,801.581 NiSource common shares directly and 806.7779 shares indirectly through the NiSource Retirement Savings Plan.

What does the indirect ownership in NiSource (NI) shares represent for the CFO?

The indirect holding of 806.7779 shares represents NiSource common stock in the NiSource Inc. Retirement Savings Plan (401(k)), including shares acquired through dividend reinvestments through January 26, 2026.

What does transaction code "F" mean in the NiSource (NI) CFO’s filing?

Transaction code "F" indicates shares were withheld by the issuer to pay tax withholding obligations upon the vesting or exercise of an equity award, rather than being sold in the open market.

What equity award triggered the NiSource (NI) CFO’s tax withholding?

The footnotes explain the withheld 7,839 shares relate to the partial vesting of the 2024 Special Restricted Stock Unit award granted to EVP & CFO Shawn Anderson.