NISOURCE (NI) SVP Gunnar Gode reports stock grant and tax-withheld share disposals

Rhea-AI Filing Summary

NISOURCE INC. senior vice president and Chief Accounting & Tax Officer Gunnar Gode reported equity award activity in company common stock. On February 27, 2026, he acquired 6,420 shares at $47.30 per share through a grant or award tied to vesting of 2023 performance stock units.

On the same date, he disposed of 1,902 shares and 667 shares of common stock, each at $47.30 per share, to satisfy tax withholding obligations related to the vesting of performance stock units and a 2023 restricted stock unit award. After these transactions, he directly owned 33,108 shares of NISOURCE common stock.

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^*

Gode Gunnar

(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)
	SVP Chief Accting&Tax Officer

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		6,420(1)	A	$47.3	35,677	D
Common Stock	02/27/2026		F		1,902(2)	D	$47.3	33,775	D
Common Stock	02/27/2026		F		667(3)	D	$47.3	33,108	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.
* 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 transactions did NI executive Gunnar Gode report on this Form 4?

Gunnar Gode reported a stock award and related tax-withholding dispositions. He acquired 6,420 shares of NISOURCE common stock and disposed of 1,902 and 667 shares to cover tax obligations tied to 2023 performance and restricted stock unit vesting.

How many NISOURCE (NI) shares did Gunnar Gode acquire in the reported transaction?

He acquired 6,420 shares of NISOURCE common stock. The acquisition was recorded as a grant or award of shares at $47.30 per share, linked to the vesting of performance stock units granted in 2023 under the company’s equity program.

Why did Gunnar Gode dispose of NISOURCE (NI) shares in this Form 4 filing?

He disposed of shares solely to satisfy tax withholding obligations. The Form 4 notes 1,902 and 667 shares withheld at $47.30 per share in connection with the vesting of 2023 performance stock units and a 2023 restricted stock unit award.

What is Gunnar Gode’s NISOURCE (NI) shareholding after these Form 4 transactions?

After the reported transactions, he directly holds 33,108 NISOURCE common shares. This figure reflects the equity award acquisition and the shares withheld for taxes, and it is reported as his total direct ownership following the final disposition.

What do the transaction codes A and F mean in Gunnar Gode’s NISOURCE Form 4?

Code A indicates a grant, award, or other acquisition of shares. Code F indicates shares withheld or delivered to pay an exercise price or tax liability, here used for shares withheld to cover tax obligations on vested equity awards.

What role does Gunnar Gode hold at NISOURCE (NI) in this insider filing?

He is identified as an officer of NISOURCE, serving as Senior Vice President, Chief Accounting & Tax Officer. The reported equity award and related tax-withholding dispositions reflect compensation and tax events associated with this executive role.