Were Melody Birmingham’s NiSource (NI) share disposals open-market sales?

The filing characterizes both disposals as tax-withholding transactions, not open-market sales. Shares were withheld by the issuer to satisfy tax obligations tied to the vesting of performance stock units and restricted stock units awarded in 2023.

NiSource EVP gets stock grant, withholds shares

NiSource Inc. executive Melody Birmingham, EVP & Group President, Utilities, reported equity compensation activity in common stock.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NiSource Inc. executive Melody Birmingham, EVP & Group President, Utilities, reported equity compensation activity in common stock. On the reported date, she acquired 71,094 shares through a grant tied to the vesting of performance stock units granted in 2023 at a reference price of $47.30 per share.

To cover related tax withholding obligations, 30,427 shares and an additional 4,108 shares were disposed of, both characterized as share withholding for taxes rather than open-market sales. Following these transactions, her directly held common stock position totaled 127,899.295 shares, which includes shares acquired through dividend reinvestments.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BIRMINGHAM MELODY

Role EVP & Grp President, Utilities

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	71,094	$47.30	$3.36M
Exercise Price or Tax Liability	Common Stock	30,427	$47.30	$1.44M
Exercise Price or Tax Liability	Common Stock	4,108	$47.30	$194K

Holdings After Transaction: Common Stock — 127,899.295 shares (Direct)

Footnotes (4)

F1. 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).
F2. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the performance stock units above.
F3. Number of shares reported represent shares withheld to satisfy tax withholding obligations in connection with the vesting of the 2023 Restricted Stock Unit award.
F4. Includes shares acquired through dividend reinvestments.

FAQ

What did NiSource (NI) executive Melody Birmingham report in this Form 4?

Melody Birmingham reported equity compensation activity involving NiSource common stock. She received a grant of performance-based shares that vested, and some shares were withheld to satisfy related tax obligations, all reflected as non-derivative transactions in the filing.

How many NiSource (NI) shares did Melody Birmingham acquire in the reported grant?

She acquired 71,094 shares of NiSource common stock. The filing links this to the vesting of performance stock units granted in 2023, with the transaction reported at a reference price of $47.30 per share for valuation purposes.

Why were NiSource (NI) shares disposed of in Melody Birmingham’s Form 4?

Two disposals of 30,427 and 4,108 NiSource shares were reported to cover tax withholding obligations. The filing states these shares were withheld in connection with vesting of performance stock units and restricted stock units, not sold in open-market transactions.

What is Melody Birmingham’s NiSource (NI) common stock holding after these transactions?

After the reported grant and tax withholding dispositions, Melody Birmingham directly holds 127,899.295 NiSource common shares. The filing notes that this figure also includes shares acquired through dividend reinvestment programs over time.

What do the 2023 performance stock units mean in the NiSource (NI) Form 4?

The 2023 performance stock units represent an earlier equity award that vested on the reported date. Upon vesting, they converted into common shares for Melody Birmingham, with some of those new shares withheld to cover associated tax liabilities as disclosed in the footnotes.

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Accepted by SEC EDGAR 03/03/2026 - 04:55 PM

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^*

BIRMINGHAM MELODY

(Last)

(First)

(Middle)

801 E. 86TH AVENUE

(Street)

MERRILLVILLE

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 & Grp President, Utilities

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		A		71,094⁽¹⁾	A	$47.3	162,434.295	D
Common Stock	02/27/2026		F		30,427⁽²⁾	D	$47.3	132,007.295	D
Common Stock	02/27/2026		F		4,108⁽³⁾	D	$47.3	127,899.295⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 dividend reinvestments.

	/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.

Source: View Original Filing on SEC EDGAR